10KSB

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-KSB

(MARK ONE)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2000

OR

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM ___________ TO _____________

Commission file number 0-22433

POPMAIL.COM, INC.
(Exact name of Registrant as Specified in its Charter)

 

Minnesota	31-1487885
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)

1331 Corporate Drive, Suite 350
Irving, TX    75038
(Address of Principal Executive Offices including Zip Code)

(972) 550-5500
(Registrant's Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:
Shares of Common Stock (par value $.01 per share)
Common Stock Purchase Warrants

      Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X]     No [     ]

      Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-B is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB.     [     ]

      The Company's revenues from continuing operations for the fiscal year ended December 31, 2000 totaled $3,010,228.

      As of March 23, 2001, the aggregate market value of the 3,972,527 shares of the registrant's common stock, $.01 par value, held by non-affiliates of the registrant, computed by reference to the average high and low prices on such date as reported by the Nasdaq SmallCap Market was $621,000. As of March 23, 2001, there were outstanding 10,179,916 shares of the registrant's common stock.

DOCUMENTS INCORPORATED BY REFERENCE

      Portions of the registrant's definitive proxy statement for the 2001 Annual Meeting of Shareholders are incorporated by reference into Items 9, 10, 11 and 12 of Part III hereof.

FORWARD-LOOKING STATEMENTS

      Certain of the matters discussed in the following pages, constitute "forward-looking statements," which are made in reliance upon the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve a number of risks and uncertainties, including changes in domestic economic conditions. Additional factors that could cause actual results to differ materially are the following: the economic conditions in the new markets into which the Company expands and possible uncertainties in the customer base in these areas; competitive pressures from other providers of email-based services; ability to raise additional capital required to support the Company's operations and enable the Company to pursue its business plan; government regulation of the Internet; business conditions, such as inflation or a recession, and growth in the general economy; changes in monetary and fiscal policies, other laws and regulations; and other risks identified from time to time in the Company's reports filed with the Securities and Exchange Commission, registration statements and public announcements.

POPMAIL.COM, INC.

2000 ANNUAL REPORT ON FORM 10-K

TABLE OF CONTENTS

Part I.		Page
Item 1.	Business	1
Item 2.	Properties	13
Item 3.	Legal Proceedings	20
Item 4.	Submission of Matters to a Vote of Security Holders	20
Part II.
Item 5.	Market for the Registrant's Common Equity and Related Stockholder Matters	21
Item 6.	Management's Discussion and Analysis of Financial Condition and Results of Operations	24
Item 7.	Financial Statements	38
Item 8.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	38
Part III.
Item 9.	Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act	39
Item 10.	Executive Compensation	39
Item 11.	Security Ownership of Certain Beneficial Owners and Management	39
Item 12.	Certain Relationships and Related Transactions	39
Part IV.
Item 13.	Exhibits and Reports on Form 8-K	40
Signatures		**

PART I

ITEM 1. DESCRIPTION OF BUSINESS.

During the fiscal year ended December 31, 2000, PopMail.com, inc. ("PopMail" or "the Company") consisted of two divisions, the restaurant division (which has been presented as discontinued operations) and the Internet division.

The restaurant division develops, owns and operates restaurants with multiple themed dining rooms designed to appeal to the upscale casual dining market. PopMail has Cafe Odyssey restaurants at the Mall of America in Bloomington, Minnesota, which opened in June 1998, and in the Denver Pavilions, which opened in March 1999.

During the fiscal quarter ended October 1, 2000, the Company developed a formal plan for the divestiture of the restaurant division. The consolidated financial statements of the Company, included as part of this filing, have thus been restated to reflect the restaurant division as discontinued operations. In March 2001 the Company executed a definitive purchase agreement to sell the net assets of the restaurant division to a group beneficially controlled by several shareholders and creditors of the Company. Closing is expected to occur on or about April 30, 2001.

The Internet marketing division is an affinity and permission based e-marketing company, connecting people with their passions. PopMail accomplished this during 2000 by providing official fan clubs and fan club services for sports teams, clients in the broadcast and entertainment industries, and recording artists. These marketing services included access to preferred tickets, merchandise, exclusive news, chat, discussion, permission marketing and vanity web-based email, official fan sites and access to discounted products related to a sports team, personality or artist. Throughout the majority of 2000, the Internet division consisted of three companies: PopMail Network, Inc. ("PopMail Network"), based in Irving, Texas, is a provider of permission and vanity web based e-mail services to professional sports teams, broadcast stations and other brand name clients in the sports, media and entertainment industries; Fan Asylum, Inc. ("Fan Asylum"), based in San Francisco, California, a provider of official online and offline fan club sites for recording artists in the music industry; and IZ.com, Inc. ("IZ"), which is based in Bellevue, Washington, a provider of digital publishing services, newsletters and technology for high-end brands.

In December 2000, the Company completed the sale of IZ.com as it no longer fit with the Company's ongoing business plan. The Company further refined its ongoing business plan to focus primarily on PopMail Network for several reasons. First, the Company was unable to raise adequate financing to fund the development and growth of all three of its Internet companies. Generally, at the time the Company acquired its Internet companies in the 12 months leading up to June 2000, it appeared there would be adequate financing available in the capital markets to fund all three Internet companies. However, financing available in the Internet capital markets generally became much more difficult to obtain in the third and fourth quarters of 2000. The Company's management decided to divest the operations that were not at or near break-even, on a cash flow basis, as it became clear that financing would not be available to fund all three Internet companies.

Second, advertising rates for web site and email marketing generally began to decrease across the entire Internet marketing sector. The Company's management determined that advertising may be an unreliable and inadequate source of future revenues. Since a primary source of projected revenues for IZ.com was email and website based advertising, the decrease in advertising rates further contributed to management's decision to divest IZ.com.

In February 2001, the Company completed the sale of Fan Asylum, as, for reasons similar to those identified for the sale of IZ.com, it no longer fit with the Company's ongoing business plan.

With the pending sale of the restaurant division and sale of two of its three Internet companies, the Company will focus its financial and other resources on operating and growing PopMail Network. Management believes the core business of PopMail Network represents the greatest potential for the Company to continue to grow and ultimately achieve profitability as: (1) PopMail Network has historically generated strong quarterly growth in revenues and client base; (2) its 200 plus multi-year EnewsNotifier^TM ("ENN^TM") contracts combined with a low historic annual customer turnover rate have resulted in a strong base of recurring revenues; (3) there is a strong knowledge base among the PopMail Network employees as many have been employed by PopMail Network since inception; (4) competition is generally decreasing with the overall decline in the Internet marketplace; and (5) there are a variety of markets that PopMail Network has yet to pursue and a variety of product and service offerings which it has yet to offer its current client base.

Future revenues and profits, if any, will depend upon various factors, including the rapidly changing e-marketing and e-commerce community of the Internet and general economic conditions. Currently, the Company's primary source of revenue results from annual license and hosting fees through its ENN email product. Even if the Company can successfully implement its PopMail Network expansion plans, of which there can be no assurance of success, it will continue to be dependent on debt and equity financing alternatives over the next 12 months. The Company also faces all of the risks, expenses and difficulties frequently encountered in connection with the expansion and development of a new and expanding business. With the growth of PopMail Network, the Company will continue to hire senior management to operate that division. As noted in the Risk Factors section of this Form 10-KSB, the Company has incurred substantial operating losses to date and, as of December 31, 2000, has a deficiency in working capital of approximately $5.5 million, net of any restaurant assets reclassified to net assets held for sale. There can be no assurance of the Company's capacity to achieve and sustain profitable operations, and without additional financing, of which there can be no assurance, the Company may not have sufficient funds to support its operations, retire its indebtedness in the ordinary course of business and pursue its business plan.

In conjunction with its decision to focus its resources on maintaining the value of and growing PopMail Network, the Company is also actively pursuing a merger strategy that would provide additional value to the Company's shareholders. That strategy may ultimately result in the acquisition of the Company, in whole or in part, by a suitable acquirer and/or the potential sale of PopMail Network. Although the Company is in a variety of discussions relating to this strategy, the Company has yet to execute any letters of intent, terms sheets or definitive documents with target companies.

The Company commenced operations as Hotel Mexico, Inc. ("HMI"), which was incorporated in Ohio in January 1994. In 1996, the Company opened its first restaurant (Kenwood) under the trade name Hotel Discovery, and in August 1997, HMI was reorganized as Hotel Discovery, Inc., a Minnesota corporation. During February 1998, the Company changed the name of its restaurant concept from Hotel Discovery to Cafe Odyssey and changed the name of the Company to Cafe Odyssey, Inc.

Pursuant to a merger effective September 1, 1999, the Company acquired popmail.com, inc., a Delaware corporation engaged in the business of providing Internet email services. Following the merger, the Company changed its corporate name from Cafe Odyssey, Inc. to PopMail.com, inc.

On December 3, 1999, ROI Acquisition Corporation, a Texas corporation and wholly owned subsidiary of PopMail, acquired substantially all of the assets and liabilities of ROI Interactive, LLC ("ROI"), a Texas limited liability company, which provided exclusive email service and permission-based, opt-in marketing services to television stations and major league sports franchises.

Effective February 9, 2000, PopMail acquired IZ.com, Incorporated ("IZ.com"), a Delaware corporation. IZ.com was attempting to integrate the use of multiple media - television, the Internet and email - to reach 18 to 25 year olds and derive commerce. PopMail attempted to build a brand and marketing strategy that would allow it to dominate its target market. As a result of the acquisition, Iz.com changed its strategic focus to apply its multimedia expertise to the email-based marketing business operated by PopMail.

In December 2000, the Company sold the assets of IZ.com to the current management team of IZ.com.

On June 14, 2000, the Company completed its acquisition of Fan Asylum, Inc. ("Fan Asylum"), which managed the official fan club web sites and fan clubs for many recording artists and musical groups. Through its web site management services, Fan Asylum designs the fan club site graphics, creates the content, manages the on-line stores, provides travel packages, provides preferred tickets, sends out weekly email newsletters under the artists brand and hosts the web site for each of its Artists.

In February 2001, the Company sold Fan Asylum to its current management and previous owner.

In September 2000, the Company received a notice from The Nasdaq Stock Market indicating that the Company's common stock had failed to maintain a minimum bid price greater than or equal to $1.00 over the preceding thirty consecutive trading days as required under Marketplace Rule 4310(c)(4). On October 12, 2000, the Company implemented a 10-for-1 reverse stock split, which allowed the Company to increase its share price over $1.00 (post-split). However, the stock subsequently fell below the minimum bid price requirement and on January 19, 2001, Nasdaq notified the Company that its securities would no longer trade on the Nasdaq SmallCap Market, but that the Company's securities were immediately eligible to trade on the Over-the-Counter Bulletin Board ("OTC Bulletin Board"). On January 22, 2001, the Company's securities began trading on the OTC Bulletin Board.

As of March 23, 2001, the Company had 10,179,916 post-split shares of common stock, $.01 par value, outstanding. Unless otherwise noted, all references within this 10-KSB have been restated to reflect the Company's post-split common stock numbers.

The Company has adopted a 52-53 week year ending on the Sunday nearest December 31 of each year.

DESCRIPTION OF POPMAIL NETWORK, INC.

PopMail Network provides turnkey email and database management solutions that allow its clients to provide: 1) via ENewsNotifier, or ENN, outbound email distribution and management of email messages tailored to registrants of PopMail Network's clients, and, 2) via PopMail^TM, web based affinity email accounts to visitors of our client's sites i.e., joe@yoursitemail.com. PopMail Network has over 225 Clients in the sports, broadcast, , media and entertainment industries. PopMail Network considers its clients' subscribers to ENewsNotifier and PopMail to be "Members" because of their affinity towards, and willingness to receive, information.

MARKET

Rapidly Growing Market: email has historically been and is currently the number one application on the Internet. Jupiter Communications predicts that promotional based email messages will grow by a factor of 22 between 2000 and 2005. Forrester estimates that email will become a $4.8 billion dollar industry by 2004.

Growing Demand and Use for Email: the benefits of using email are low cost and higher response rates compared to traditional advertising and direct mail, global reach, tracking of users interests, ease of use, and near real time delivery.

Unique Position Within a Growing Market: much commercial email is unsolicited and is generic - not targeted to the recipient's needs or interests. The majority of this commercial email is the electronic equivalent of junk mail. Users receive these unsolicited emails from retail and category "opt-in" lists or from lists compiled as they visit various web sites. This approach is increasingly ineffective and disliked by recipients. In fact, growing resentment towards unsolicited commercial email may lead to privacy regulation in the United States.

The opposite of unsolicited email is "permission and affinity-based" marketing which has been "opted-in" by recipients. In other words, recipients have replied positively to a request by a company that they will willingly accept email content from a specified source. The next level of the permission basis is affinity, in which recipients have willingly allied with a group or organization of their choice and have sought information from that group, brand, icon or trusted agent.

SERVICES

At the present time, Network offers two proprietary email services, which are described below.

ENEWSNOTIFIER^TM (ENN^TM) is a permission marketing email service, which allows clients to collect preference and demographic information from their Members and create a Member database. These organizations can then use this database to send out targeted, personalized and customized messages for marketing purposes. PopMail Network provides the client with a username and password to access the administration area for sending out their own emails. Clients link the services from their site. When a user visits the client's site, they click on the icon that links them to our servers. They then sign up and select the topics of interest to them on the client's custom service.

PopMail^TM is an affinity email service that allows clients to offer free Web based email boxes on their home pages. Members sign up for a personal email address that contains their affinity group's name (such as JoeSmith@Yoursitemail.com). Clients benefit from the affinity with their customers and higher traffic on their Web site when registrants visit the client's site to send and receive their email. Clients can also sell advertising.

The Member visits the client's site and clicks on the sign up box on the frame that resides on the Client's site. Each page is customized with the client's look and feel. Each time the Member wants to check their email they visit the client's site and enter their username and password in the boxes on the frame.

At present, PopMail Network targets four vertical markets for its email services: sports, broadcast, media, and entertainment. Companies in these vertical markets typically have customers with a stronger affinity for their product or service - such as a favorite sports team, radio station, personality, or publication. Using PopMail Network's email services allows clients to cut through the clutter and inefficiencies of traditional marketing, and more effectively and efficiently promote and brand their content, products or services to their viewers, listeners, fans and customers on the topics and items already of interest to them. Benefits and examples of these programs in action include:

- Television stations increase ratings by using ENN to notify members, via email, about news stories of interest to them scheduled for broadcast on their station.

- Radio stations advertise their brand and drive traffic to their sites by using PopMail.

- Sports teams provide advanced information to Members, sell tickets and merchandise and sponsor promotions using ENN.

REVENUES

PopMail Network currently generates revenue through the following means:

- Annual license fees

- Monthly hosting fees

- Customization fees

- Set up fees

With adequate financing to build, purchase or partner for additional ENN functionality, PopMail Network intends to grow its revenues by both (1) increasing its client base and (2) leveraging its current and future client base by up-selling additional value-added services, such as mobile messaging capabilities, customer relationship management tools and content management services, among others.

COMPETITION

There are many companies that compete directly or indirectly with PopMail. Clients perceive PopMail's competition to come from the high-end customer relationship management ("CRM") companies, such as e.piphany and Vignette, and from the broad-based list servers, such as Lyris, SparkNet, and YesMail. This broad range of perception runs nearly the entire e-marketing spectrum, from permission-based marketing to SPAM. Ironically, PopMail's services are clearly opt-in and permission-based, however its message delivery cost is competitive with list management companies.

Competitors in customer relationship and outbound email management include public companies such as Critical Path, Digital Impact, Mail.com, Message Media, Lifeminders and Kana Communications. These competitors generally target large organizations that have very broad, sophisticated email marketing needs. There are several small and medium sized privately held companies, such as E2 Communications, that compete in PopMail's market niche. At present, there are few competitors targeting the small and middle market that combine affinity based, branded content with permission based email-marketing services.

With the current economic climate, the number of competitors in both its core competency (permission-based affinity email) and its corollary services (e- commerce, CRM, fan based e-marketing services, and the like) is decreasing.

STRATEGY

PopMail Network plans to employ the following growth strategies:

- Focus on core competence of affinity, permission-based email management and distribution

- Invest in additional salespeople

- Add additional development employees to further focus on high margin, custom work

- Through a combination of internal development and strategic partnerships, invest in development of ENN's functionality

- Filter low margin, legacy licenses out of client base, create a mature product and client base of no more than 400 clients, and upsell additional services such as custom development and additional functionality to client base

- Capitalize on opportunities to acquire either technology or clients at a relatively inexpensive rate as a result of the current economic environment

- Continue to solidify its presence in its current targeted verticals

INTELLECTUAL PROPERTY

The Company relies on tradename and trademark protection for its proprietary names and logos. PopMail has not registered or sought to register any patents. The Company seeks to protect its know-how and trade secrets primarily through confidentiality and license agreements.

EMPLOYEES

As of December 31, 2000, PopMail employed approximately 15 people, excluding approximately 250 employees in the Company's restaurant operations that are accounted for as discontinued operations. None of PopMail's employees is represented by a collective bargaining organization and the Company has never experienced a work stoppage, strike or labor dispute. The Company believes its relations with its employees are satisfactory.

GOING CONCERN

The Company had a working capital deficit of $5,545,000 at December 31, 2000, (net of assets held for sale). Cash and equivalents were $20,000 at December 31, 2000, representing a decrease of approximately $1,116,000 from the cash and equivalents of $1,136,137 at January 2, 2000. The Company's ability to continue its present operations and successfully implement future expansion plans is contingent upon its ability to raise additional capital, increase its revenues, and ultimately attain and sustain profitable operations. Without additional financing, the cash generated from the Company's current operations will not be adequate to fund operations and service its indebtedness during 2001. Management intends to continue to raise additional capital to fund the ongoing operations of the Company. However, there can be no assurance that additional financing will be available on terms acceptable to the Company or on any terms whatsoever. In the event the Company is unable to fund its operations and its business plan, it will be unable to continue as a going concern.

RISK FACTORS

An investment in our common stock is very risky. You may lose the entire amount of your investment. Prior to making an investment decision, you should carefully review the accompanying audited consolidated financial statements and related notes included elsewhere in this report and consider the following risk factors (all share amounts are post-split values):

WE HAVE INCURRED LOSSES TO DATE AND WILL NEED ADDITIONAL FINANCING IN ORDER TO CONTINUE OPERATIONS AND PURSUE OUR BUSINESS PLAN.

We incurred net losses of approximately $122.5 million in 2000 and $24.2 million in 1999, and had a working capital deficit of approximately $5.5 million as of December 31, 2000. Our ability to continue our present operations and successfully implement our expansion plans is contingent upon our ability to increase our revenues and ultimately attain and sustain profitable operations. Without additional financing, the cash generated from our current operations will not be adequate to fund operations and service our indebtedness during 2001. There can be no assurance that additional financing will be available on terms acceptable to the Company or on any terms whatsoever. In the event that we are unable to fund our operations and our business plan, we will be unable to continue as a going concern.

CERTAIN CREDITORS OF THE COMPANY ARE SECURED BY ALL OF THE COMPANY'S ASSETS AND, IF THE COMPANY IS IN DEFAULT OF CERTAIN LOAN PROVISIONS, THE CREDITOR COULD TAKE POSSESSION OF THE THOSE ASSETS

The Company is indebted to GSI Ventures, LLC ("GSI"), an entity controlled by a former director and officer and a current shareholder of the Company, and The Shaar Fund Ltd. ("Shaar"), a shareholder of the Company, for a total of $900,000 as of December 31, 2000. GSI and Shaar are secured by a first priority lien on all of the assets of the Company except the restaurant division assets of which they have a second priority lien, including the stock and assets of PopMail Network and all of the other assets of PopMail.com, Inc. If the Company is in default under these convertible promissory notes, the creditors may foreclose on their security interest(s) and take possession of a portion or all of the Company's assets. As of December 31, 2000, the Company is not in default of any of the loan provisions of the aforementioned convertible promissory notes. However, as of February 1, 2001, the Company is in default of certain loan covenants that could result in the creditors beginning the foreclosure proceedings. Specifically, the Company was delisted from the Nasdaq SmallCap Market and the Company failed to make an interest payment. Both conditions are events of default, or become events of default with notice to the Company, under the provisions of the promissory notes. The delisting provision is not an event of default unless the creditors provide the Company 30 days notice of their intent to place the Company in default after delisting from the Nasdaq SmallCap Market. On March 23, 2001, the creditors waived the event of default resulting from the missed interest payment and agreed to extend the February 1, 2001 interest payment due date to May 1, 2001.

A CERTAIN CREDITOR OF THE COMPANY IS SECURED BY ALL OF THE ASSETS OF THE COMPANY'S RESTAURANT DIVISION AND, IF THE COMPANY IS IN DEFAULT OF CERTAIN LOAN PROVISIONS, THE CREDITOR COULD TAKE POSSESSION OF THE RESTAURANT ASSETS

The Company is indebted to Fairview Partners for $1.5 million as of December 31, 2000. Fairview Partners holds a secured interest in the assets of the Company's restaurant division, which have been accounted for as discontinued operations. If the Company is in default under certain terms of this convertible promissory note, Fairview Partners may foreclose on their security interest(s) and take possession of a portion or all of the Company's restaurant assets. As of December 31, 2000, the Company is not in default of any of the loan provisions of the aforementioned convertible promissory note. However, as of January 1, 2001, the Company is in default of a certain loan covenant that could result in the creditors beginning the foreclosure proceedings. Specifically, the Company did not make a debt service payment of $100,000 due on January 1, 2001. Subsequently, the Company did not make required debt service payments of $100,000 on February 1, 2001 or March 1, 2001 either. As of March 5, 2001, Fairview Partners is prevented from starting foreclosure proceedings through a standstill agreement effective through May 4, 2001. In addition, Fairview Partners has agreed to release the Company from its obligation to repay the $1.5 million principal balance if it is granted certain rights to the restaurant division's cash flows by the potential buyers of the Company's restaurant division. The Company expects the sale of the restaurant assets to occur on or about April 30, 2001. Therefore, if the sale is consummated, Fairview Partners will have no additional claims against the Company other than for approximately $70,000 of accrued interest expense through February 28, 2001. If the Company does not close on the sale of the restaurants and/or Fairview Partners is not granted the requested cash flow rights, then Fairview will have the right to foreclose on the assets of the Company's restaurant division.

THE DELISTING OF OUR COMMON STOCK FROM THE NASDAQ SMALLCAP MARKET HAS REDUCED THE ABILITY OF INVESTORS TO DISPOSE OF OUR COMMON STOCK IN THE SECONDARY MARKET

Trading in our common stock is conducted in the over-the-counter markets in the so-called "pink sheets" or the National Association of Securities Dealer's "Electronic Bulletin Board." Consequently, the liquidity of our common stock is not as high as that of a company's common stock traded on a larger national exchange, such as the Nasdaq, the American Stock Exchange or the New York Stock Exchange. The liquidity is limited not only in the number of shares that could be bought and sold, but also by delays in the timing of the transactions, reduction in the coverage of our securities by security analysts and the news media, and lower prices for our securities than might otherwise prevail. In addition, our common stock is subject to certain rules of the Securities and Exchange Commission relating to "penny stocks." These rules require broker- dealers to make special suitability determinations for purchasers other than established customers and certain institutional investors and to receive the purchasers' prior written consent for a purchase transaction prior to sale. Consequently, these "penny stock rules" adversely affect the ability of broker- dealers to sell our common stock and adversely affect your ability to sell shares of our common stock in the secondary market.

WE ARE DEPENDENT ON THE ONGOING SERVICES OF CERTAIN OF OUR EXECUTIVES, THE LOSS OF WHICH COULD HAVE A DETRIMENTAL EFFECT ON OUR PROFITABILITY AND THE MARKET PRICE OF OUR STOCK.

Our plan of business development and our day-to-day operations rely heavily on the experience of the executive management team. The loss of any person could adversely affect the success of our operations and strategic plans and, consequently, have a detrimental effect on the market price of our stock.

WE MAY BE UNABLE TO HIRE QUALIFIED EMPLOYEES TO HELP IMPLEMENT AND MANAGE OUR EXPANSION PLANS, WHICH INABILITY COULD BE DETRIMENTAL TO THE VALUE OF YOUR INVESTMENT.

Our success will depend in large part upon our ability to supplement our existing management team. We will need to hire additional corporate level and management employees to help implement and operate our plans for expansion of our Internet marketing services division. The demand for individuals with management skills is high and many other businesses, most of which have greater name recognition and resources than the Company, compete for their services. Any inability or delay in obtaining additional key employees could have a material adverse effect on our expansion plans and, consequently, the market value of our stock.

DUE TO OUR LIMITED OPERATING HISTORY, YOU MAY FIND IT DIFFICULT TO ASSESS OUR ABILITY TO OPERATE PROFITABLY.

On September 1, 1999, we completed a merger with popmail.com, inc., a provider of Internet email services to radio stations across the country. On December 3, 1999, we acquired ROI Interactive, LLC, a provider of permission and affinity based email services to broadcast stations, professional sports teams and other brand name clients in the media and entertainment industries. On February 9, 2000, we acquired IZ.com Incorporated, which we sold in December 2000, and is a provider of digital publishing services, newsletters and technology for high-end brands. On June 15, 2000, we acquired Fan Asylum, Inc., which we sold in February 2001, and is a provider of official online and offline fan club sites for recording artists in the music industry. Consequently, we face the added risks, expenses and difficulties related to developing and operating a new business enterprise. Given our lack of significant operating history, investors may have difficulty assessing the many factors, which will determine our ability to generate future profits.

CERTAIN INDIVIDUALS CONTROL SUBSTANTIAL AMOUNTS OF OUR COMMON STOCK AND MAY INFLUENCE OUR AFFAIRS.

Due to certain acquisitions and equity and debt financing transactions, certain individuals and entities directly or indirectly control large amounts of our outstanding common stock as of March 23, 2001, as follows:

James L. Anderson (7.4%)

Gulfstream Financial Partners (13.9%)

Blake Capital Partners (15.5%)

Accordingly, these individuals or groups may have the ability to determine the election of members of the Board of Directors and determine the approval of corporate transactions and other matters requiring shareholder approval. Unless and until these shareholders substantially decrease their percentage beneficial ownership in our common stock, they will continue to have significant influence over our affairs. Gulfstream Financial Partners is controlled by a director of the Company.

DUE TO THE LARGE NUMBER OF OUTSTANDING OPTIONS, WARRANTS, CONVERTIBLE DEBT AND CONVERTIBLE PREFERRED STOCK, OUR SHAREHOLDERS FACE A RISK OF SUBSTANTIAL FUTURE DILUTION AND DOWNWARD PRESSURE ON THE TRADING PRICE OF OUR COMMON STOCK.

As of December 31, 2000, we have a total of 10,677,971 shares of our common stock reserved for issuance pursuant to our stock options plans, outstanding preferred stock, convertible debt and common purchase warrants. Most of these shares have either been registered for resale or are subject to agreements providing for their registration for resale under certain circumstances. Accordingly, our existing shareholders face a substantial risk of dilution and the trading price of our common stock may decrease as these convertible securities are exercised or converted into shares of common stock and subsequently offered for sale through Over the Counter Bulletin Board.

THERE IS A RISK THAT DUE TO THE LIMITATIONS PLACED ON THE CONVERSION OF THE SERIES G PREFERRED SHARES, THE PREFERRED SHAREHOLDER'S INVESTMENT MAY NOT BE CONVERTED INTO COMMON STOCK AND WOULD HAVE TO BE REDEEMED IN CASH.

The total number of shares of common stock issuable upon conversion of the Series G Preferred Stock and upon exercise of the Series G Warrant cannot exceed 20 percent of the number of shares of common stock of the Company issued and outstanding on May 2, 2000. In the event the holders of the Series G Preferred Stock and Warrant are unable to convert preferred shares into common stock because these limitations have been reached, we would be required to redeem the Series G Preferred Shares in cash at 105 percent of the stated value plus any accrued and unpaid dividends. It is likely that in such case we will not have sufficient cash and cash equivalents necessary to redeem the Series G Preferred Shares in cash.

WE RELY HEAVILY ON OUR INTELLECTUAL PROPERTY RIGHTS AND OTHER PROPRIETARY INFORMATION; FAILURE TO PROTECT AND MAINTAIN THESE RIGHTS AND INFORMATION COULD PREVENT US FROM COMPETING EFFECTIVELY.

Our success and ability to compete are substantially dependent on our internally developed technologies and trademarks, which we seek to protect through a combination of trade secret and trademark law, as well as confidentiality or license agreements with our employees, consultants, and corporate and strategic partners. If we are unable to prevent the unauthorized use of our proprietary information or if our competitors are able to develop similar technologies independently, the competitive benefits of our technologies, intellectual property rights and proprietary information will be diminished.

WE MAY NOT PAY DIVIDENDS ON OUR COMMON STOCK, IN WHICH EVENT YOUR ONLY RETURN ON INVESTMENT, IF ANY, WILL OCCUR ON THE SALE OF OUR STOCK.

To date, we have not paid any cash dividends on our common stock, and we do not intend to do so in the foreseeable future. Rather, we intend to use any future earnings to fund our operations and the growth of our business. Accordingly, the only return on an investment in our common stock will occur upon its sale.

REQUESTS FOR INCREASING THE AUTHORIZED SHARES OF COMMON STOCK COULD CREATE FUTURE DILUTION.

A special meeting of the Shareholders of PopMail was held on November 27, 2000, to approve an amendment to the Company's Articles of Incorporation, as amended, to increase the number of authorized shares from 10,000,000 shares of undesignated capital stock to 25,000,000 shares of undesignated capital stock. The amendment was approved. In addition, it is possible and likely that the Company will again request an increase in the number of authorized shares during 2001.

PURSUANT TO ITS AUTHORITY TO DESIGNATE AND ISSUE SHARES OF OUR STOCK, AS IT DEEMS APPROPRIATE, OUR BOARD OF DIRECTORS MAY ASSIGN RIGHTS AND PRIVILEGES TO CURRENTLY UNDESIGNATED SHARES, WHICH COULD ADVERSELY AFFECT YOUR RIGHTS AS A COMMON SHAREHOLDER.

Our authorized capital consists of 25,000,000 shares of capital stock. Our Board of Directors, without any action by the shareholders, may designate and issue shares in such classes or series (including classes or series of preferred stock) as it deems appropriate and establish the rights, preferences and privileges of such shares, including dividends, liquidation and voting rights. As of March 23, 2001, we have 10,179,916 shares of common stock issued and outstanding, 100,000 shares of Series E Convertible Preferred Stock issued and outstanding, 294,910 shares of Series F Convertible Preferred Stock issued and outstanding, and 585,000 shares of Series G 10% Convertible Preferred Stock. As of March 23, 2001, a further 6,560,259 shares of common stock have been reserved as follows:

- A maximum of approximately 18,000 shares of common stock reserved for issuance upon exercise of the Series E Preferred Shares

- A maximum of 756,739 shares of common stock reserved for issuance upon conversion of Series F Convertible Preferred Stock

- A maximum of 531,231 shares of common stock reserved for issuance in connection with the Series G 10% Convertible Preferred Stock

- 3,661,976 shares issuable upon the exercise of outstanding warrants

- 1,592,313 shares issuable upon the exercise of outstanding employee and directors options

The rights of holders of preferred stock and other classes of common stock that may be issued could be superior to the rights granted to holders of the Units issued in our initial public offering. Our Board's ability to designate and issue such undesignated shares could impede or deter an unsolicited tender offer or takeover proposal. Further, the issuance of additional shares having preferential rights could adversely affect the voting power and other rights of holders of common stock. The Series F Convertible Preferred shareholders currently have a liquidation preference amounting to approximately $18 million as of March 23, 2001.

MINNESOTA LAW MAY INHIBIT OR DISCOURAGE TAKEOVERS, WHICH COULD REDUCE THE MARKET VALUE OF OUR STOCK.

As a corporation organized under Minnesota law, we are subject to certain Minnesota statutes, which regulate business combinations and restrict the voting rights of certain persons acquiring shares of its stock. By impeding a merger, consolidation, takeover or other business combination involving the Company or discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of the Company, these regulations could adversely affect the market value of our stock.

THE LIMITATIONS ON DIRECTOR LIABILITY CONTAINED IN OUR ARTICLES OF INCORPORATION AND BYLAWS MAY DISCOURAGE SUITS AGAINST DIRECTORS FOR BREACH OF FIDUCIARY DUTY.

As permitted by Minnesota law, our Amended and Restated Articles of Incorporation provide that members of our Board of Directors are not personally liable to you or the Company for monetary damages resulting from a breach of their fiduciary duties. These limitations on director liability may discourage shareholders from suing directors for breach of fiduciary duty and may reduce the likelihood of derivative litigation brought against a director by shareholders on the Company's behalf. Furthermore, our Bylaws provide for mandatory indemnification of directors and officers to the fullest extent permitted by Minnesota law. All of these provisions limit the extent to which the threat of legal action against our directors for any breach of their fiduciary duties will prevent such breach from occurring in the first instance.

PURSUING AND COMPLETING POTENTIAL ACQUISITIONS COULD DIVERT MANAGEMENT ATTENTION AND FINANCIAL RESOURCES AND MAY NOT PRODUCE THE DESIRED BUSINESS RESULTS.

We do not have specific personnel dedicated solely to pursuing and completing acquisitions. As a result, if we pursue any acquisition, our management, in addition to fulfilling their operational responsibilities, could spend significant time, management resources and financial resources to pursue and complete the acquisition and integrate the acquired business with our existing business.

To finance any acquisition, we may use capital stock or cash or a combination of both. Alternatively, we may borrow money from a bank or other lender. If we use capital stock, our shareholders may experience dilution. If we use cash or debt financing, our financial liquidity would be reduced. In addition, acquisitions may result in nonrecurring charges or the amortization of significant goodwill that could adversely affect our ability to achieve and maintain profitability.

Despite the investment of these management and financial resources and completion of due diligence with respect to these efforts, an acquisition may fail to produce the expected revenues, earnings or business and an acquired service or technology may not perform as expected for a variety of reasons, including:

- Difficulties in the assimilation of the operations, technologies, products and personnel of the acquired company

- Risks of entering markets in which we have no or limited prior experience

- Expenses of any undisclosed or potential legal liabilities of the acquired company

- The applicability of rules and regulations that might restrict our ability to operate

- The potential loss of key employees of the acquired company.

If we make acquisitions in the future and the acquired businesses fail to perform as expected, our business operating results and financial condition may be materially adversely affected.

INTERNET DIVISION

WE HAVE ENTERED INTO NEW BUSINESS VENTURES IN AN EVOLVING INDUSTRY IN WHICH THERE REMAIN UNPROVEN BUSINESS AND REVENUE MODELS.

The Internet and email industry is rapidly evolving, extremely competitive, and the market place for internet-related shares has been very volatile. Furthermore, the email business continues to indicate changing revenue models in the market place. Consequently, there can be no assurance that sufficient revenues will be generated to support our current operations and other capital requirements.

IN LIGHT OF RECENT CONSOLIDATION IN THE BROADCAST INDUSTRY, THE LOSS OF ANY SIGNIFICANT AFFILIATE WOULD NEGATIVELY IMPACT OUR OPERATIONS.

The last few years have brought substantial concentration of power among a few players in the broadcast industry. Consequently, significant portions of the industry are controlled by relatively few organizations. We currently have over 200 clients. As consolidation increases, these contracts may be merged or lost due to the landscape of the industry. In light of such consolidation, however, the loss of any of these significant affiliation contracts or our inability to enter into contracts with other clients in the broadcast industry would negatively impact our operations.

OUR EMAIL BASED PRODUCTS ARE DEPENDENT UPON THE INTERNET.

The success of our services and products will depend in large part upon the continued development and expansion of the Internet. The Internet has experienced, and is expected to continue to experience, significant and geometric growth in the number of users and the amount of traffic. There can be no assurance that the Internet infrastructure will continue to be able to support the demands placed on it by this continued growth. In addition, the Internet could lose its viability due to delays in the development or adoption of new standards and protocols (for example, the next-generation Internet Protocol) to handle increased levels of Internet activity, or due to increased governmental regulation. There can be no assurance that the infrastructure or complementary services necessary to make the Internet a viable commercial marketplace will be developed, or, if developed, that the Internet will become a viable commercial marketplace for services and products such as those we offer. If the necessary infrastructure or complementary services or facilities are not developed, or if the Internet does not become a viable commercial marketplace, our business, results of operations, and financial condition will be materially adversely affected.

OUR FUTURE SUCCESS WILL DEPEND ON INCREASED ACCEPTANCE OF THE INTERNET AS A MEDIUM OF COMMERCE.

The market for Internet email, private label newsletters and other services is relatively new and evolving rapidly. Our future success will depend, in part, upon our ability to provide services that are accepted by our existing and future clients as an integral part of their business model in providing content and information to their fans and viewers. The level of demand for Internet email, private label newsletters and other services will depend upon a number of factors, including the following:

- The growth in consumer access to, and acceptance of, new interactive technologies such as the Internet

- The adoption of Internet-based business models

- The development of technologies that facilitate two-way communications between companies and target audiences

- Acquiring members to the brands services

Significant issues concerning the commercial use of Internet technologies, including security, reliability, privacy, cost, ease of use and quality of service, may inhibit the growth of services that use these technologies. Our future success will depend, in part, on our ability to meet these challenges, which must be met in a timely and cost-effective manner. We cannot be sure that we will succeed in effectively meeting these challenges, and our failure to do so could materially and adversely affect our business.

Industry analysts and others have made many predictions concerning the growth of the Internet as a business medium. Many of these historical predictions have overstated the growth of the Internet. These predictions should not be relied upon as conclusive. The market for our Internet email and other services may not continue to grow, our services may not be adopted and individual personal computer users in business or at home may not use the Internet or other interactive media for commerce, interaction and communication. If the market for Internet email and other services fails to sustain growth, or develops more slowly than expected, or if our services do not achieve market acceptance, our business would be materially and adversely affected.

INTERNET STOCKS ARE SUBJECT TO MARKET VOLATILITY.

The stock market in general, and the market prices for Internet-related companies in particular, have experienced extreme volatility that often has been unrelated to the operating performance of such companies. These fluctuations may adversely affect our stock price.

If Internet usage does not continue to grow or its infrastructure fails, our business will suffer. If the Internet does not gain increased acceptance for business-to-consumer electronic commerce, our business will not grow or become profitable. We cannot be certain that the infrastructure or complementary services necessary to maintain the Internet as a useful and easy means of transferring documents and data will continue to develop. The Internet infrastructure may not support the demands that growth may place on it and the performance and reliability of the Internet may decline.

THERE IS A RISK THAT GOVERNMENT REGULATION OF THE INTERNET COULD BECOME MORE EXTENSIVE.

There are currently few laws or regulations directly applicable to access to or commerce on the Internet. However, due to the increasing popularity and use of the Internet, it is possible that a number of laws and regulations may be adopted with respect to the Internet, covering issues such as user privacy, pricing, characteristics, and quality of products and service. The Telecommunications Reform Act of 1996 imposes criminal penalties on anyone who distributes obscene, indecent, or patently offensive communications on the Internet. Other nations, including Germany, have taken actions to restrict the free flow of material deemed to be objectionable on the Internet. The adoption of any additional laws or regulations may decrease the growth of the Internet, which could in turn decrease the demand for our services and products, and increase our cost of doing business or otherwise have an adverse effect on our business, results of operations and financial condition. Moreover, the applicability to the Internet of existing laws in various jurisdictions governing issues such as property ownership, libel, and personal privacy is uncertain and will take years to resolve. Any such new legislation or regulation could have a material adverse effect on our business, results of operations, and financial condition.

WE MAY NOT BE ABLE TO GENERATE SUFFICIENT REVENUE IF THE ACCEPTANCE OF ONLINE MARKETING, WHICH IS NEW AND UNPREDICTABLE, DOES NOT DEVELOP AND EXPAND AS WE ANTICIPATE.

We plan to directly and indirectly derive a substantial portion of our future revenues from online direct marketing in our branded email, fan club newsletters and Web-based programs. If these services do not continue to achieve market acceptance, we may not generate sufficient revenue to support our continued operations. The Internet has not existed long enough as an advertising medium to demonstrate its effectiveness relative to traditional advertising. Advertisers and advertising agencies that have historically relied on traditional advertising remain slow to adopt online advertising. Many potential advertisers have limited or no experience using email or the Web as an advertising medium. They may have allocated only a limited portion of their advertising budgets to online advertising, or may find online advertising to be less effective for promoting their products and services than traditional advertising media. If the market for online advertising and direct marketing fails to develop or develops more slowly than we expect, we may not sustain revenue growth or achieve or sustain profitability.

The market for email direct marketing in general is vulnerable to the negative public perception associated with unsolicited email, known as "spam." Public perception, press reports or governmental action related to spam could reduce the overall demand for email advertising in general, which could reduce our revenue and prevent us from achieving or sustaining profitability.

IF WE DO NOT RESPOND TO OUR COMPETITION EFFECTIVELY, WE MAY LOSE CURRENT CLIENTS AND MEMBERS AND FAIL TO ATTRACT NEW CLIENTS AND PARTNERS, REDUCING OUR REVENUES AND HARMING OUR FINANCIAL RESULTS.

We compete in high profile industries where our email and other service offerings must meet the demands of our clients and their fans. It is imperative that we continue to make enhancements to our email and other services if we are to continue growing our client and member base. Failure to make service and product enhancements could significantly impact our financial results.

WE DEPEND HEAVILY ON OUR NETWORK INFRASTRUCTURE AND IF THIS FAILS IT COULD RESULT IN UNANTICIPATED EXPENSES AND PREVENT OUR MEMBERS FROM EFFECTIVELY UTILIZING OUR SERVICES, WHICH COULD NEGATIVELY IMPACT OUR ABILITY TO ATTRACT AND RETAIN MEMBERS.

Our ability to successfully create and deliver our email messages and private label newsletters depends in large part on the capacity, reliability and security of our networking hardware, software and telecommunications infrastructure. Failures within our network infrastructure could result in unanticipated expenses to address such failures and could prevent our members from effectively utilizing our services, which could prevent us from retaining and attracting members and advertisers. While our technology platform is considered state of the art, we do not currently have fully redundant systems or a formal disaster recovery plan in place for all companies. Our system is susceptible to natural and man-made disasters, including earthquakes, fires, floods, power loss and vandalism. Further, telecommunications failures, computer viruses, electronic break-ins or other similar disruptive problems could adversely affect the operation of our systems. Our insurance policies may not adequately compensate us for any losses that may occur due to any damages or interruptions in our systems. Accordingly, we could be required to make capital expenditures in the event of unanticipated damage. In addition, our members depend on Internet service providers, or ISPs, for access to our Web site. Due to the rapid growth of the Internet, ISPs and Websites have experienced significant system failures and could experience outages, delays and other difficulties due to system failures unrelated to our systems. These problems could harm our business by preventing our members from effectively utilizing our services.

WE MAY INCUR LIABILITY FOR THE INVASION OF PRIVACY.

The Federal Trade Commission has investigated businesses that have used personally identifiable information without permission or in violation of a stated privacy policy. We have established and communicated to our members a privacy policy. In the event that we convey personally identifiable information to our corporate customers without permission or in violation of our stated privacy policy, we may incur liability for the unlawful invasion of privacy.

RESTAURANT DIVISION

WE HAVE DEVELOPED A FORMAL PLAN FOR THE DIVESTITURE OF THE RESTAURANT DIVISION AND HAVE RECLASSIFIED THE DIVISION AS DISCONTINUED OPERATIONS.

There is no guarantee that the Company will be able to complete the sale of the Restaurants, as contemplated, or upon the terms acceptable to the Company. Accordingly, the Company is still subject to certain risks associated with the Restaurant Division.

OUR ABILITY, OR INABILITY, TO RESPOND TO VARIOUS COMPETITIVE FACTORS AFFECTING THE RESTAURANT INDUSTRY MAY AFFECT THE PROITABILITY AND OPERATIONS OF THE COMPANY.

The restaurant industry is highly competitive and is affected by changes in consumer preferences, as well as by national, regional and local economic conditions, and demographic trends. Discretionary spending priorities, traffic patterns, tourist travel, weather conditions, employee availability and the type, number and location of competing restaurants, among other factors, will also directly affect the performance of our restaurants. Changes in any of these factors in the markets where we currently operate our restaurants could adversely affect the results of our operations. Furthermore, the restaurant industry in general is highly competitive based on the type, quality and selection of the food offered, price, service, location and other factors and, as a result, has a high failure rate. The themed restaurant industry is relatively young, is particularly dependent on tourism and has seen the emergence of a number of new competitors. We compete with numerous well- established competitors, including national, regional and local restaurant chains, many of which have greater financial, marketing, personnel and other resources and longer operating histories than us. As a result, we may be unable to respond to the various competitive factors affecting the restaurant industry.

WE HAVE ENTERED INTO NON-CANCELABLE LEASES UNDER WHICH WE ARE OBLIGATED TO MAKE PAYMENTS FOR TERMS OF 12 TO 15 YEARS.

We have entered into long-term leases relating to the Kenwood, Mall of America and Denver restaurants. These leases are non-cancelable by us (except in limited circumstances) and range in term from 12 to 15 years. Although we have sold the Kenwood restaurant and assigned the related lease to an unrelated third party, we remain the primary obligor under the lease. If we decide to close any of our existing restaurants, we may nonetheless be committed to perform our obligations under the applicable lease, which would include, among other things, payment of the applicable base rent for the balance of the respective lease term. Such continued obligations increase our chances of closing a restaurant without receiving an adequate return on our investment.

AMONG OTHER ECONOMIC FACTORS OVER WHICH WE HAVE NO CONTROL, THE SUCCESS OF OUR RESTAURANTS WILL DEPEND ON CONSUMER PREFERENCES AND THE PREVAILING LEVEL OF DISCRETIONARY CONSUMER SPENDING.

The success of our restaurant division depends to a significant degree on a number of economic conditions over which we have no control, including:

- Discretionary consumer spending

- The overall success of the malls, entertainment centers and other venues where Cafe Odyssey restaurants are or will be located

- Economic conditions affecting disposable consumer income

- The continued popularity of themed restaurants in general and the Cafe Odyssey concept in particular

Furthermore, most themed restaurants are especially susceptible to shifts in consumer preferences because they open at or near capacity and frequently respond to such shifts by experiencing a decline in revenue growth or of actual revenues. An adverse change in any or all of these conditions would have a negative effect on our operations and the market value of our common stock.

OUR RESTAURANT DIVISION IS SUBJECT TO EXTENSIVE GOVERNMENT REGULATIONS THAT COULD HAVE A NEGATIVE EFFECT ON OUR BUSINESS.

The restaurant industry, and to a lesser extent, the retail merchandising industry, are subject to numerous federal, state, and local government regulations, including those relating to:

- The preparation and sale of food

- Building and zoning requirements

- Environmental protections

- Minimum wage requirements

- Overtime

- Working and safety conditions

- The sale of alcoholic beverages

- Sanitation

- Relationships with employees

- Unemployment

- Workers compensation

- Citizenship requirements

Any change in the current status of such regulations, including an increase in employee benefits costs, workers' compensation insurance rates, or other costs associated with employees, could substantially increase our compliance and labor costs. Because we pay many of our restaurant-level personnel rates based on either the federal or the state minimum wage, increases in the minimum wage would lead to increased labor costs. In addition, our operating results would be adversely affected in the event we fail to maintain our food and liquor licenses. Furthermore, restaurant operating costs are affected by increases in unemployment tax rates, sales taxes and similar costs over which we have no control.

ITEM 2. DESCRIPTION OF PROPERTY.

THE MALL OF AMERICA RESTAURANT

LOCATION

The Mall of America Restaurant consists of approximately 17,800 square feet located on the third floor of the Mall of America in Bloomington, Minnesota, a suburb of Minneapolis. This site is leased pursuant to a lease agreement dated August 4, 1997.

DESCRIPTION OF LEASE

The term of the lease is for 12 years, commencing on June 1, 1998. The lease does not provide for renewal terms.

The lease provides for the payment of either a minimum annual rent or a percentage rent based on gross sales. The minimum annual rent is $25 per square foot, or $405,375 per year based on approximately 16,215 square feet of leased area. The percentage rent is the amount by which 6% of gross sales exceed minimum rent. The terms of payment do not change over the course of the lease term. The lease also provided for a waiver of the minimum annual rent only, for the first year of the lease. In addition to the fixed minimum rent and percentage rent, the Company is required to pay its proportionate share of common area maintenance costs; taxes, insurance, maintenance and operating costs.

THE DENVER PAVILIONS RESTAURANT

LOCATION

The Denver Pavilions Restaurant consists of approximately 18,000 square feet located on the third floor of the Denver Pavilions in Denver, Colorado. This site is leased pursuant to a lease agreement dated May 12, 1998 and includes office space utilized for the Company's restaurant division.

DESCRIPTION OF LEASE

The term of the lease is for 15 years, commencing on February 27, 1999. The lease also provides for three renewal terms.

The lease provides for the payment of either a minimum annual rent or a percentage rent based on gross sales. The minimum annual rent increases throughout the term of the lease from $450,000 per year in years one through five to $568,800 in years 11 through 15. The percentage rent is the amount by which 5% of gross sales exceed minimum rent. The lease also provides for a tenant allowance. In addition to the fixed minimum rent and percentage rent, the Company is required to pay its proportionate share of common area maintenance costs: taxes, insurance, maintenance and operating costs.

THE KENWOOD RESTAURANT

LOCATION

The Kenwood Restaurant opened in December 1996 under the name Hotel Discovery and was closed by the Company in August 1999. The property is approximately 17,000 square feet in size on three levels and is located at the northeast corner of Sycamore Plaza at Kenwood Shopping Center in Cincinnati, Ohio. In November 1999, the Company assigned the related lease (described below) in connection with the sale of restaurant assets, which was completed in April 2000, to a third party, who subsequently reopened the restaurant under another name and continues to operate it. Although the third party is responsible for all payments due under the lease, PopMail remains primarily obligated under the lease.

DESCRIPTION OF LEASE

The initial term of the lease is 15 years with an option for two additional five-year periods. The lease provides for the payment of both a monthly fixed minimum rent and a percentage rent based on gross sales in excess of an escalating base amount. The monthly fixed minimum rent is $12,833 for the first five years of the initial lease term, $14,117 for the sixth through tenth years of the initial lease term, $15,400 for the eleventh through fifteenth years of the initial lease term.

In addition to the fixed minimum rent, the lease provides for the payment of a percentage rent equal to 4% of the gross sales from the restaurant in excess of the following annual gross sales amounts; $3,850,000 for the first five years of the initial lease term, $4,235,000 for the sixth through tenth years of the initial lease term, $4,620,000 for the eleventh through fifteenth years of the initial lease term. No percentage rent was paid in 1998 or 1999. In addition to the fixed minimum rent and percentage rent, the leaseholder is required to pay its proportionate share of common area maintenance costs; taxes, insurance, maintenance and operating costs.

IRVING TEXAS OFFICE FACILITIES

PopMail's Internet e-marketing division subleases approximately 8,500 square feet of office space in Irving, Texas. PopMail's sublease commenced on September 1, 1998 and expires on December 31, 2001. Rentals of approximately $11,412 per month ($136,944 annually) are required under the sublease, in addition to nominal charges for common area maintenance.

ITEM 3. LEGAL PROCEEDINGS.

In October 2000, the Company executed a $600,000 non-interest bearing promissory note to Great Western Business Services, Inc. ("Great Western"). The Company received cash proceeds of $500,000 and was to repay $600,000 to Great Western. The note was originally due within 30 days and is secured by certain of the Company's computer hardware and software, among other assets. The Company failed to repay the note in November 2000 and the lender claimed possession of the computer hardware and software in December 2000. Also in December 2000, the lender sued the Company demanding immediate repayment and requested a temporary restraining order against the Company preventing it from selling any of the other assets in which the lender maintained a security interest, including the restaurant division. As of December 31, 2000, the Company had not repaid the note and is in default under the terms of the note. In February 2001, the Company and the lender agreed to revised note terms and settled the dispute. The Company agreed to allow the lender to sell the collateral represented by the computer hardware and software, of which it maintained possession, and apply the sales proceeds against the principal balance of the loan. The lender agreed to reduce the original principal amount of the note from $600,000 to $500,000 and further reduce the new balance by the net cash proceeds resulting from the lender's sale of the collateral, reduce the interest rate to 10%, extend to five years the maturity date of the note's principal and interest, and release the Company from all future claims.

The Company is involved in certain other legal actions in the ordinary course of its business. Although the outcomes of any such other legal actions cannot be predicted, in the opinion of management there is no legal proceeding pending against or involving the Company for which the outcome is likely to have a material adverse effect upon the business, operating results and financial condition of the Company.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On November 27, 2000, a Special Meeting of Shareholders of PopMail.com, Inc. ("Annual Meeting") was held. There were 4,846,839 shares of Common Stock outstanding entitled to vote at the meeting and an additional 662,722 common shares underlying the Series F Preferred Stock that were also entitled to vote, amounting to a grand total of 5,509,561 shares entitled to vote. A total of 3,101,498 shares were represented at the meeting. The only matter to be voted upon was:

To approve an amendment to the Company's Articles of Incorporation, as amended, to increase the number of authorized shares from 10,000,000 shares of undesignated capital stock to 25,000,000 shares of undesignated capital stock.

Shares Voted

For 3,001,555 (1)

Against 99,552

Abstain 391

(1) Includes 1,956,527 broker yes votes

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

PRICE RANGE OF COMMON STOCK

Since November 3, 1997, the common stock of the Company has been traded in the over-the counter market and quoted on the Nasdaq SmallCap Market. Initially, the Company's common stock was quoted under the symbol "HOTD". On May 21, 1998, the Company changed its corporate name from Hotel Discovery, Inc. to Cafe Odyssey, Inc. In conjunction with this change, effective May 24, 1998, the Company's symbol for its common stock was changed to "CODY." Effective September 1, 1999, the Company acquired popmail.com, inc. and changed its name to PopMail.com, Inc. In connection with the change in the Company's name, the Company's symbol for its common stock was changed to "POPM." The Company's common stock was delisted from the Nasdaq SmallCap Market on Janaury 22, 2001. Trading is now conducted in the Over-the-Counter Bulletin Board under the same symbol of "POPM."

The following table sets forth the high and low bid prices of the Company's common stock for the periods indicated and have been adjusted to reflect the Company's October 2000 10-for-1 reverse stock split. The bid quotations represent inter-dealer prices, without retail mark-ups, mark-downs or commissions, and may not necessarily represent actual transactions:

	High	Low
Fiscal Year Ended January 2, 2000:
First Quarter	10.30	5.60
Second Quarter	35.60	5.00
Third Quarter	48.80	19.40
Fourth Quarter	40.90	14.40
Fiscal Year Ended December 31, 2000:
First Quarter	71.25	28.75
Second Quarter	40.63	8.13
Third Quarter	12.19	3.75
Fourth Quarter	6.25	0.13

As of December 31, 2000, there were approximately 319 shareholders of record of the Company's common stock, and approximately 6,000 other beneficial owners whose shares are held in street name.

The Company has never declared or paid any cash dividends or distributions on its capital stock. The Company does not intend to pay any cash dividends on its common stock in the foreseeable future, as the current policy of the Company's Board of Directors is to retain all earnings, if any, to support operations and finance expansion. Future declaration and payment of dividends, if any, will be determined in light of then current conditions, including the Company's earnings, operations, capital requirements, financial condition, restrictions in financing arrangements and other factors deemed relevant by the Board of Directors.

RECENT SALES OF REGISTERED AND UNREGISTERED SECURITIES

The following table lists recent sales of registered and unregistered securities by the Company: (All share amounts and exercise prices are post-split values and do take into account the October 2000 10-for-1 reverse stock split.)

                                                                                           CASH OR
              TITLE AND DESCRIPTION                                                     CONSIDERATION
    DATE          OF SECURITES            AMOUT OF SECURITIES            ISSUED TO        RECEIVED
- ------------ ----------------------- ------------------------------  ----------------- ---------------
 09/13/2000  Common Stock            109,170 shares of common        NC, Inc.          As consideration
                                     stock                                             for an
                                                                                       investment
 10/05/2000  Warrants to purchase    Warrants to purchase            Great Western     In connection
             common stock            20,000 shares of common         Business          with financing
                                     stock at $3.75 per share                          arrangements
 10/12/2000  Common stock            87,673 shares of common         Tim McQuaid       $400,000
                                     stock
 10/25/2000  Common Stock            125,000 shares of common        D&D, Inc.         In consideration
                                     stock                                             for financial
                                                                                       services
 10/25/2000  Common Stock            125,000 shares of common        949               In consideration
                                     stock                                             for financial
                                                                                       services
 11/14/2000  Warrants to purchase    Warrants to purchase 10,000     Metropolitan      In connection
             common stock            shares at an exercise price of  Capital           with financing
                                     $10.99 repriced to purchase     Partners, Inc.    arrangements
                                     10,000 shares at an exercise
                                     price of $1.50
 11/14/2000  Warrants to purchase    Warrants to purchase an         Metropolitan      In connection
             common stock            aggregate of 20,000 shares      Capital           with financing
                                     at an exercise price of $7.50   Partners, Inc.    arrangements
                                     repriced to purchase 20,000
                                     shares at an exercise price
                                     of $1.50
 11/16/2000  Common Stock            250,000 shares of common        Dillow & Dillow,  $62,500
                                     stock                           Inc.
 11/16/2000  Common Stock            250,000 shares of common        949               $62,500
                                     stock
 11/16/2000  Common Stock            250,000 shares of common        Monaco Media      $62,500
                                     stock                           Solutions, Ltd.
 11/16/2000  Common Stock            250,000 shares of common        Schewy, Ltd.      $62,500
                                     stock
 11/16/2000  Warrants to purchase    Warrants to purchase            Dillow & Dillow,  In connection
             common stock            250,000 shares of common        Inc.              with financing
                                     stock at $0.001 per share                         arrangements
                                     under certain conditions only
 11/16/2000  Warrants to purchase    Warrants to purchase            949               In connection
             common stock            250,000 shares of common                          with financing
                                     stock at $0.001 per share                         arrangements
                                     under certain conditions only
 11/16/2000  Warrants to purchase    Warrants to purchase            Monaco Media      In connection
             common stock            250,000 shares of common        Solutions, Ltd.   with financing
                                     stock at $0.001 per share                         arrangements
                                     under certain conditions only
 11/16/2000  Warrants to purchase    Warrants to purchase            Schewy, Ltd.      In connection
             common stock            250,000 shares of common                          with financing
                                     stock at $0.001 per share                         arrangements
                                     under certain conditions only
 11/27/2000  Common Stock            1,411,765 shares of common      Gulfstream        $200,000
                                     stock                           Financial
                                                                     Partners
 11/27/2000  Common Stock            1,588,235 shares of common      Blake Capital     $225,000
                                     stock                           Partners &
                                                                     J. Werbalowsky
                                                                     & R. Deutschman
  12/1/00 -  Warrants to purchase    Warrants to purchase            GSI Ventures,     In connection
 12/15/2000  common stock            350,000 shares of common        LLC               with financing
                                     stock at $0.15 per share                          arrangements
  12/1/00 -  Warrants to purchase    Warrants to purchase            SDK Investments   In connection
 12/15/2000  common stock            90,000 shares of common         Inc.              with financing
                                     stock at $0.15 per share                          arrangements
 12/21/2000  Warrants to purchase    Warrants to purchase            The Shaar Fund,   In connection
             common stock            100,000 shares of common        Ltd.              with financing
                                     stock at $0.15 per share                          arrangements
 12/08/2000  Warrants to purchase    Warrants to purchase up to      JBII Corp.        In connection
             common stock            840,000 shares of the                             with sale of
                                     common stock at $0.01 per                         assets of IZ.com
                                     share
 12/12/2000  Warrants to purchase    Warrants to purchase an         Infinity          In consideration
             common stock            aggregate of 200,000 at an      Advisors and      for financial
                                     exercise price of $0.20         RMSI              services
                                                                     Investments
 12/12/2000  Warrants to purchase    Warrants to purchase an         Infinity          In consideration
             common stock            aggregate of 200,000 at an      Advisors and      for financial
                                     exercise price of $0.01         RMSI              services
                                                                     Investments

 ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion should be read in connection with the Company's consolidated financial statements and related notes included elsewhere in this report.

The Company has adopted a 52-53-week year ending on the Sunday nearest December 31 of each year. All references herein to "2000" represent a 52-week fiscal year ended December 31, 2000 and "1999" represents a 52-week fiscal year ended January 2, 2000.

RESULTS OF OPERATIONS FOR THE FISCAL YEARS ENDED DECEMBER 31, 2000 AND JANUARY 2, 2000

NET REVENUES

Net revenues for the Internet marketing division were $3,010,000 and $107,000 in 2000 and 1999, respectively. 1999 revenues represent only one month's license and hosting fees for PopMail Network's ENewsNotifier product after the Company's acquisition of ROI and the ENewsNotifier product in December 1999. The increase in revenues of $2,903,000 is attributable to (1) the fact that there are a full 12 months of EnewsNotifer revenues in 2000 as compared with only one month in 1999, and (2) the additional revenues from IZ.com and Fan Asylum after the Company's acquisition of these two companies in 2000.

COSTS AND EXPENSES

Depreciation and amortization expense for 2000 and 1999 was $29,629,000 and $3,924,000, respectively. This primarily represents the amortization of the excess of the purchase price and related costs over the fair value of the net assets of businesses acquired. The Company amortizes goodwill on a straight-line basis over a three-year period. As discussed below, in addition to the regular amortization discussed here, the Company wrote-off the majority of its remaining goodwill in December 2000 relating to the entities sold prior to or subsequent to year end. After the write-off, the remaining goodwill to be amortized in the future relates only to the goodwill created in the acquisition of ROI and will be amortized through 2002.

The Company incurred general, selling, development and administrative expenses of $15,594,000 in 2000 as compared to $5,012,000 in 1999. This increase reflects 12 months of expense related to the Popmail and ROI operations in 2000 versus six months and one month, respectively in 1999, and the added expenses relating to the operations of IZ.com and Fan Asylum. The majority of these expenses relate to the development of the various products and services relating to its Internet marketing division's growth strategy. The Company had to address the numerous executive and administrative staffing requirements from its mergers and acquisitions, shareholder relationships, and development costs associated with Internet email software creation. The Company expects to continue to incur operating losses during 2001.

The Company's other income and expense consist of interest expense, warrant repricing, debt guarantee cost, financial advisory services, impairment of long- lived assets, and loss on sale of assets. Interest expense, net of interest income, for 2000 was $1,885,000 as compared with $2,308,000 for 1999. This decrease of $423,000 generally relates to the fact that the Company retired a significant amount of its debt during the first six months of 2000 with proceeds of equity financings. The warrant repricing expense in 1999 of $4,539,000 related to the Company's repricing of the warrants related to the Series B Preferred Stock issued in the Popmail merger. No similar repricing occurred in 2000. However the Company did reprice other warrants during 2000 to entice the exercise of warrants throughout the year. These warrants directly reduced additional paid in capital and did not affect earnings. During 1999, the Company recorded costs associated with the guarantees provided for debt financing of $1,608,000. The decrease of $1,455,000 to $155,000 incurred during 2000 was the result of the guarantees expiring in the first quarter of 2000 with the retirement of the related debt. The Company recorded costs associated with services provided by third party financial advisors for 2000 and 1999 of $2,992,000 and $1,489,000, respectively. The increase of $1,503,000 generally relates to the increased number of financings and level of investor relations activities in 2000 versus 1999. These costs were substantially non-cash and were paid with both the issuances of new common stock and warrants. The loss on sale of assets of $2,027,000 recorded in 2000 represents the loss on the sale of the restaurant division's Cincinnati, Ohio restaurant during the second quarter and the additional write-off of the related receivable balance in the fourth quarter due to the uncertainty of collection. The impairment of long-lived assets in 2000, of $66,315,000 generally represents the write-off of goodwill associated with the acquisition of Old PopMail, IZ.com and Fan Asylum. The Company determined that the realizability of any value related to the goodwill associated with those entities was unlikely.

LIQUIDITY AND CAPITAL RESOURCES

The Company had a working capital deficit of $5,545,000 at December 31, 2000, compared to a deficit of $8,202,000 at January 2, 2000 (net of net assets of discontinued operations). Cash and cash equivalents were $20,000 at December 31, 2000 representing a decrease of $1,116,000 from the cash and cash equivalents of $1,136,000 at January 2, 2000.

During 2000, the Company's principal capital requirements were the purchase of fixed assets for the Internet marketing division of approximately $2,132,000, the retirement of approximately $7,755,000 in notes payable and convertible debt, and the fulfillment of its obligation under a shareholder's common stock put right amounting to $2,000,000. The Company used approximately $14,063,000 in cash for operations and development of its Internet marketing division. The Company generated approximately $25,925,000 in cash from financing activities in 2000.

The Company's primary sources of working capital in 2000 were proceeds from the sale of common and preferred stock, the exercise of warrants, and the issuance of debt. Financing activity in 2000 and 1999 are described in more detail in the Consolidated Financial Statements and related Notes.

The Company intends to fund operations and future growth of the Internet marketing division, primarily PopMail Network, through additional equity and debt transactions. Management believes it does not currently have sufficient financial resources to meet the Company's working capital needs for the next twelve months from its cash on hand. Therefore, there can be no assurance that additional financing will be available on terms acceptable to the Company or on any terms whatsoever. In the event that we are unable to fund our operations, we will be unable to continue as a going concern.

ITEM 7. FINANCIAL STATEMENTS

POPMAIL.COM, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Certified Public Accountants

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements Shareholders' Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors and Shareholders
PopMail.com, inc.

We have audited the accompanying consolidated balance sheets of PopMail.com, inc. and subsidiaries as of December 31, 2000 and January 2, 2000, and the related consolidated statements of operations, shareholders' equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of PopMail.com, inc. and subsidiaries as of December 31, 2000 and January 2, 2000 and the results of their consolidated operations and their consolidated cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in note A to the financial statements, the Company has suffered significant recurring losses from operations and has a net working capital deficit that raises substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in note A. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ GRANT THORNTON LLP

Minneapolis, Minnesota
March 23, 2001

POPMAIL.COM, INC.
CONSOLIDATED BALANCE SHEETS

                                                      December 31,    January 2,
                                                          2000           2000
                                                      -------------  ------------
                       ASSETS
Current assets:
  Cash and equivalents.............................. $      20,369  $  1,136,137
  Accounts receivable...............................       541,563       270,557
  Notes receivable..................................       751,245            --
  Other current assets..............................       142,453       450,016
                                                      -------------  ------------
    Total current assets............................     1,455,630     1,856,710

Property and equipment, net.........................     1,017,909       894,879

Assets held for sale, net...........................     1,500,000     9,601,351

Goodwill, net.......................................     4,882,993    36,277,346

Other assets, net...................................        17,995         7,312
                                                      -------------  ------------
     Total assets................................... $   8,874,527  $ 48,637,598
                                                      =============  ============

        LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Notes payable..................................... $     643,952  $  6,037,518
  Convertible promissory notes payable..............     2,400,000     1,460,417
  Accounts payable..................................     2,100,403     1,329,223
  Due to affiliates.................................           --        120,000
  Deferred revenue..................................       768,783            --
  Other accrued expenses............................     1,087,335     1,111,205
                                                      -------------  ------------
     Total current liabilities......................     7,000,473    10,058,363

Long-term obligations, less current maturities......           --      1,321,643
                                                      -------------  ------------
     Total liabilities..............................     7,000,473    11,380,006
                                                      -------------  ------------
Commitments and contingencies

Shareholders' equity
  Common stock, $.01 par value, 25,000,000 shares
    authorized; 9,193,916 and 2,469,587 shares
    issued and outstanding..........................        91,939        24,696
  Series C 8% convertible preferred stock, par
    value $.01; $1,000 stated value; authorized
    2,000 shares; 605 shares issued and
    outstanding at January 2, 2000..................           --        693,000
  Series D 8% convertible preferred stock, par
    value $.01; $1,000 stated value;
    authorized 2,200 shares; 2,200 shares
    issued and outstanding at January 2, 2000.......           --      2,288,000
  Series E convertible preferred stock, par
    value $.01; $2.00 stated value; authorized
    750,000 shares; 50,000 and 175,000 shares
    issued and outstanding at December 31, 2000
    and January 2, 2000.............................       100,000       350,000
  Series F convertible preferred stock, par
    value $0.01; no stated value; authorized
    425,000 shares; 294,910 shares issued and
    outstanding at December 31, 2000................    34,325,737            --
  Series G 10% convertible redeemable preferred
    stock, $10 stated value; authorized
    600,000 shares; 585,000 shares issued
    and outstanding at December 31, 2000............     6,242,334            --
  Additional paid-in capital........................   125,887,776    75,123,422
  Less common stock subscribed and note
    receivable from affiliate.......................    (3,366,890)   (2,850,000)
  Unrealized loss on securities available for sale..      (485,337)           --
  Accumulated deficit...............................  (160,921,505)  (38,371,526)
                                                      -------------  ------------
     Total shareholders' equity.....................     1,874,054    37,257,592
                                                      -------------  ------------
     Total liabilities and shareholders' equity..... $   8,874,527  $ 48,637,598
                                                      =============  ============

The accompanying notes are an integral part of these financial statements.

POPMAIL.COM, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS

                                                              Years ended
                                                       ---------------------------
                                                       December 31,    January 2,
                                                           2000           2000
                                                       -------------  ------------
Revenues
  Internet marketing services, net................... $   3,010,228  $    106,744
                                                       -------------  ------------

Costs and expenses
  General, selling, administrative and development ex    15,594,490     5,011,736
  Depreciation and amortization......................    29,628,920     3,924,232
                                                       -------------  ------------
    Total costs and expenses.........................    45,223,410     8,935,968
                                                       -------------  ------------
    Loss from operations.............................   (42,213,182)   (8,829,224)
                                                       -------------  ------------
Other income (expense)
  Interest expense...................................    (1,928,665)   (2,357,245)
  Interest income....................................        43,600        49,323
  Warrant repricing..................................           --     (4,539,311)
  Impairment of assets...............................   (66,315,344)           --
  Loss on sale of assets.............................    (2,026,707)           --
  Debt guarantee costs...............................      (155,000)   (1,607,833)
  Financial advisory services........................    (2,991,984)   (1,489,040)
                                                       -------------  ------------
                                                        (73,374,100)   (9,944,106)
                                                       -------------  ------------
Net loss from continuing operations..................  (115,587,282)  (18,773,330)

Discontinued operations
  Loss from operations of discontinued restaurant
    division.........................................      (915,473)   (1,960,841)
  Loss on disposal of restaurant division including
    provision of $200,000 for operating losses
    during phase-out period..........................    (5,647,224)           --
                                                       -------------  ------------
  Net loss...........................................  (122,149,979)  (20,734,171)

Preferred stock dividends and accretion..............      (400,000)   (3,514,461)
                                                       -------------  ------------
Loss attributable to common shareholders............. $(122,549,979) $(24,248,632)
                                                       =============  ============
Basic and diluted loss per common share:
  Continuing operations.............................. $      (26.10) $     (18.57)
  Discontinued operations............................         (1.48)        (1.94)
                                                       -------------  ------------
Net loss............................................. $      (27.58) $     (20.51)
                                                       =============  ============
Basic and diluted net loss attributable to common
  shareholders per common share...................... $      (27.67) $     (23.99)
                                                       =============  ============
Basic and diluted weighted average outstanding shares     4,428,884     1,010,845
                                                       =============  ============

The accompanying notes are an integral part of these financial statements.

POPMAIL.COM, INC.
CONSOLIDATED STATEMENTS OF OF SHAREHOLDERS' EQUITY

                                                                                               Common     Unrealized
                                                                                                Stock       Loss on
                                       Common Stock       Preferred Stock       Additional   Subscribed   Securities
                                 -------------------- -----------------------    Paid-in      and Note     Available    Accumulated
                                   Shares     Amount   Shares       Amount       Capital     Receivable    for Sale       Deficit         Total
                                 ----------  -------- ---------  ------------  ------------  -----------  -----------  -------------  -------------
Balance at January 3, 1999......   800,009  $  8,000        --  $        --   $ 20,353,141  $  (400,000) $        --  $ (14,122,894) $   5,838,247
   Issuance of common stock
     in lieu of compensation....    28,001       280        --           --        197,428           --           --            --         197,708
   Issuance of common stock
     for services...............    35,194       352        --           --        629,506           --           --            --         629,858
   Warrants issued for
     services...................       --         --        --           --      1,301,500           --           --            --       1,301,500
   Issuance of common stock.....    18,000       180        --           --        199,820           --           --            --         200,000
   Common stock issued for
     conversion of
     promissory notes
     payable and payment of
     interest...................    19,715       197        --           --        404,561           --           --            --         404,758
   Stock option conversions.....    11,900       119        --           --         89,130           --           --            --          89,249
   Exercise of warrants.........   225,000     2,250        --           --      2,935,250           --           --            --       2,937,500
   Sale of Class A
     convertible preferred
     stock......................       --         --     2,000     2,000,000           --            --           --            --       2,000,000
   Issuance of Class B
     convertible preferred
     stock in PopMail
     acquisition................       --         --     2,024    21,589,755           --            --           --            --      21,589,755
   Warrants issued in
     PopMail acquisition........       --         --        --           --      4,318,956           --           --            --       4,318,956
   Warrants issued to
     PopMail guarantor in
     PopMail acquisition........       --         --        --           --      2,700,000           --           --            --       2,700,000
   Sale of Class C
     convertible preferred
     stock......................       --         --     2,000     2,000,000           --            --           --            --       2,000,000
   Sale of Class D
     convertible preferred
     stock......................       --         --     2,200     2,200,000           --            --           --            --       2,200,000
   Sale of Class E
     convertible preferred
     stock......................       --         --   175,000       350,000           --            --           --            --         350,000
   Note receivable issued
     to affiliate for
     purchase of common
     stock......................       --         --         --          --            --    (2,450,000)          --            --      (2,450,000)
   Series A, C and D
     private placement costs....       --         --         --          --       (722,323)          --           --            --        (722,323)
   Issuance of common stock
     in the ROI acquisition.....   275,000     2,750        --           --      6,279,711           --           --            --       6,282,461
   Old PopMail stock
     subscribed.................       --         --        --           --           --         (2,000)          --            --          (2,000)
   Cash received on common
     stock subscribed...........       --         --        --           --           --          2,000           --            --           2,000
   Conversion of Class A
     preferred..................   101,600     1,016    (2,000)   (2,000,000)    1,998,984           --           --            --             --
   Conversion of Class B
     preferred..................   863,390     8,634    (2,024)  (21,589,755)   21,581,121           --           --            --             --
   Conversion of Class C
     preferred..................    91,778       918    (1,395)   (1,395,000)    1,394,082           --           --            --             --
   Record non-cash
     preferred stock deemed
     dividend...................       --         --        --    (3,338,461)    3,338,461           --           --            --             --
   Record preferred stock
     deemed dividend............       --         --        --     3,338,461          --              --          --     (3,338,461)           --
   Dividends paid or
     accrued on preferred
     stock......................       --         --        --       176,000          --              --          --       (176,000)           --
   Warrants issued to
     guarantors of notes
     payable....................       --         --        --           --      1,232,833           --           --            --       1,232,833
   Repricing of warrants
     related to the PopMail
     acquisition................       --         --        --           --      4,539,311           --           --            --       4,539,311
   Warrants issued for
     private placement
     costs in connection
     with Series A, C and D
     issuances..................       --         --        --           --        469,500           --           --            --         469,500
   Warrants issued in
      connection with notes
      payable...................       --         --        --           --      1,882,450           --           --            --       1,882,450
   Net loss.....................       --         --        --           --           --             --           --    (20,734,171)   (20,734,171)
                                 ----------  -------- ---------  ------------  ------------  -----------  -----------  -------------  -------------
Balance at January 2, 2000...... 2,469,587    24,696   177,805     3,331,000    75,123,422   (2,850,000)          --    (38,371,526)    37,257,592
   Issuance of common stock
     in lieu of compensation....    54,824       548        --           --      1,081,993           --           --            --       1,082,541
   Issuance of common stock
     for services...............   255,200     2,552        --           --        458,198           --           --            --         460,750
   Warrants issued for
     services...................       --         --        --           --      1,576,500           --           --            --       1,576,500
   Issuance of common stock
     in private placements...... 4,783,763    47,838        --           --     13,174,587           --           --            --      13,222,425
   Common stock issued for
     conversion of
     promissory notes
     payable and payment of
     interest...................   196,528     1,965        --           --      2,018,091           --           --            --       2,020,056
   Purchase of IZ.com,
     including investment
     banking fees...............    27,428       274   417,916    48,640,477       274,012           --           --            --      48,914,763
   Purchase of Fan Asylum,
     including common stock
     issued and earn-out value..    80,000       800        --           --      8,999,200           --           --            --       9,000,000
   Exercise of put right by
      seller of Fan Asylum......   (80,000)     (800)       --           --     (1,999,200)          --           --            --      (2,000,000)
   PopMail stock option exercise    23,800       238    (6,192)     (720,584)      720,346           --           --            --             --
   IZ.com stock option exercises    13,920       139        --           --        129,030           --           --            --         129,169
   Exercise of warrants.........   746,225     7,462        --           --      7,067,112           --           --            --       7,074,574
   Sale of Class E
     convertible preferred
     stock......................       --         --    50,000       100,000           --            --           --            --         100,000
   Sale of Class G
     convertible preferred
     stock......................       --         --   600,000     6,000,000    (2,000,000)          --           --            --       4,000,000
   Note receivable issued
     to affiliate for
     purchase of common
     stock......................       --         --         --          --            --      (245,000)          --            --        (245,000)
   Note receivable issued
     to employees for
     purchase of common
     stock......................    30,000       300        --           --        271,590     (271,890)          --            --             --
   Purchase of note recievable,
     due from affiliate, with
     common stock...............    24,000       240        --           --        239,760           --           --            --         240,000
   Common stock issued in
     purchase of cost basis
     investments................   154,240     1,542        --           --      1,498,458           --           --            --       1,500,000
   Conversion of Series C
     preferred, including intere    47,860       479      (605)     (693,000)      692,521           --           --            --             --
   Conversion of Series D
     preferred, including intere   105,065     1,051    (2,200)   (2,288,000)    2,286,949           --           --            --             --
   Conversion of Series E
     preferred..................    61,666       617  (175,000)     (350,000)      349,383           --           --            --             --
   Conversion of Series G
     preferred, including intere   191,198     1,912   (15,000)     (150,000)      155,755           --           --         (7,667)           --
   Series A interest paid in
     common stock...............     8,612        86        --           --        175,914           --           --            --         176,000
   Dividends accrued on
     preferred stock............       --         --        --       392,333           --            --           --       (392,333)           --
   Conversion of Series F
     preferred to APIC upon
     expiration of IZ.com
     options....................       --         --  (116,814)  (13,594,155)   13,594,155           --           --            --             --
   Decrease in value of
     securities available
     for sale...................       --         --        --           --            --            --     (485,337)           --        (485,337)
   Net loss.....................       --         --        --           --            --            --           --   (122,149,979)  (122,149,979)
                                 ----------  -------- ---------  ------------  ------------  -----------  -----------  -------------  -------------
Balance at December 31, 2000.... 9,193,916  $ 91,939   929,910  $ 40,668,071  $125,887,776  $(3,366,890)    (485,337) $(160,921,505) $   1,874,054
                                 ==========  ======== =========  ============  ============  ===========  ===========  =============  =============

The accompanying notes are an integral part of these financial statements.

POPMAIL.COM, INC.
(FORMERLY CAFE ODYSSEY, INC.)
CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                 Years ended
                                                        ----------------------------
                                                        December 31,    January 2,
                                                            2000           2000
                                                        -------------  -------------
Operating activities:
  Net loss............................................ $(122,149,979) $ (20,734,171)
  Adjustments to reconcile net loss to cash
    flows from operating activities:
      Depreciation and amortization...................    29,628,920      4,090,436
      Amortization of warrant discount................     1,410,117        972,333
      Loss on disposal of property and equipment......           --          51,615
      Common stock issued in lieu of compensation.....     1,082,541        197,708
      Common stock and warrants issued for services...     2,037,250      1,986,116
      Warrants issued to guarantors...................           --       1,232,833
      Repricing of warrants issued in the popmail
        acquisition...................................           --       4,539,311
      Impairment of assets............................    66,315,344            --
      Loss on disposal of assets......................     2,026,707            --
      Discontinued operations.........................     6,562,697        961,143
      Other...........................................      (194,411)       567,177
      Changes in operating assets and liabilities,
        net of effect of business acquisitions:
          Accounts receivable.........................      (170,385)       341,080
          Other current assets........................       223,794       (307,340)
          Other assets................................         3,979        176,387
          Accounts payable............................      (395,129)       557,893
          Accrued expenses............................      (444,112)      (547,679)
                                                        -------------  -------------
             Net cash used in operating activities....   (14,062,667)    (5,915,158)
                                                        -------------  -------------
Investing activities:
  Purchases of property and equipment, net............    (2,132,046)       (98,419)
  Issuance of note receivable to affiliate............      (245,000)    (2,450,000)
  Discontinued operations & other.....................      (525,000)    (4,027,388)
                                                        -------------  -------------
             Net cash used in investing activities....    (2,902,046)    (6,575,807)
                                                        -------------  -------------
Financing activities:
  Proceeds from issuance of common stock..............    13,222,425        200,000
  Proceeds from issuance of preferred stock...........     4,100,000      5,730,000
  Proceeds from short term notes payable..............       500,000      5,020,884
  Payments on short-term notes payable................    (7,254,695)    (5,940,271)
  Proceeds from convertible notes payable.............       900,000      2,300,000
  Payments on convertible notes payable...............      (500,000)      (100,000)
  Exercise of put right by shareholder................    (2,000,000)           --
  Proceeds from long-term debt........................           --       1,500,000
  Advances from shareholder/officers..................           --         240,000
  Repayment of advances from shareholders/officers....      (120,000)      (220,000)
  Proceeds from exercise of options and warrants......     7,203,743      3,026,749
  Discontinued operations.............................      (202,528)     1,763,493
                                                        -------------  -------------
         Net cash provided by financing activities....    15,848,945     13,520,855
                                                        -------------  -------------
Increase (decrease) in cash and cash equivalents......    (1,115,768)     1,029,890
Cash and equivalents, beginning of year...............     1,136,137        106,247
                                                        -------------  -------------
Cash and equivalents, end of year..................... $      20,369  $   1,136,137
                                                        =============  =============
Supplemental disclosure of cash flow information:
   Cash paid for interest............................. $     376,437  $     703,491
                                                        =============  =============
Non-cash financing and investing activities:
   Conversion of preferred stock into common stock.... $   4,778,494  $   3,395,000
   Conversion of debt and interest into common stock..     2,020,056        404,758
   Cost basis investments purchased with common stock.     1,500,000            --
   Preferred stock issued for placement costs.........           --         820,000
   IZ.com options represented by Series F preferred
      stock converted to APIC upon expiration.........    13,594,155            --
   Common stock issued for compensation...............     1,082,541        197,708
   Common stock and warrants issued for services......     2,037,250      1,931,358
   Warrants issued to guarantors of notes payable.....           --       1,232,833
   Warrants issued for private placement costs in
      connection with Series A, C and D issuances.....           --         469,500
   Warrants issued in connection with notes payable...           --       1,882,450
   Repricing warrants related to the PopMail
      acquisition.....................................           --       4,539,311

   Divestitures:
     Net assets sold..................................       701,579            --
     Note receivable secured by assets sold...........       702,078            --

   Acquisitions:
     Common stock issued and issuable.................    57,914,763     27,872,216
     Warrants issued..................................           --       7,018,956
     Net liablities assumed...........................     1,703,482      5,319,585
                                                        -------------  -------------
         Purchase price in excess of fair value of
            assets acquired........................... $  59,618,245  $  40,210,757
                                                        =============  =============

The accompanying notes are an integral part of these financial statements.

POPMAIL.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A - NATURE OF THE BUSINESS

Background

PopMail.com, Inc. ("the Company" or "PopMail") consists of two divisions, the restaurant division (which has been presented as discontinued operations) and the Internet marketing division.

At December 31, 2000, the Internet division consists of two companies. PopMail Network, Inc. ("PopMail Network"), based in Irving, Texas, is a provider of permission and vanity web based e-mail services to broadcast stations, professional sports teams and other brand name clients in the media and entertainment industries. Fan Asylum, Inc. ("Fan Asylum"), based in San Francisco, California, is a provider of official online and offline fan club sites for recording artists in the music industry. See Notes C and D for a further discussion of the Company's acquisitions and divestitures during the year ended December 31, 2000 and Note P for a further discussion of its divestiture of Fan Asylum in February 2001.

Discontinued Operations and Prior Year Restatement

The restaurant division, Café Odyssey, develops, owns and operates upscale casual restaurants with multiple themed dining rooms. The Company has two Cafe Odyssey restaurants, one at the Mall of America in Bloomington, Minnesota, which opened in June 1998 and one at the Denver Pavilions, in Denver, Colorado, which opened in March 1999. See Note G for a discussion of the closure of its Cincinnati, Ohio location in September 1999. The accompanying consolidated financial statements have been prepared (and restated, in the case of the 1999 financial statements) to reflect the restaurant division as a discontinued operation. See Note D for a further discussion regarding the Company's announcement to divest this division and the terms of the proposed sale of the restaurants.

Going Concern and Default on Loan

During 2000 and 1999 the Company has incurred net losses of $122,150,000 and $20,734,000, respectively, and has used cash in operating activities of $14,063,000 and $5,915,000, respectively. Additionally, the Company had a working capital deficit of $5,545,000 at December 31, 2000, (net of assets held for sale). Cash and equivalents were $20,000 at December 31, 2000, representing a decrease of approximately $1,116,000 from the cash and equivalents of $1,136,137 at January 2, 2000. The Company's ability to continue its present operations and successfully implement future expansion plans is contingent upon its ability to raise additional capital, increase its revenues, and ultimately attain and sustain profitable operations. Without additional financing, the cash generated from the Company's current operations will not be adequate to fund operations and service its indebtedness during 2001. Management intends to continue to raise additional capital to fund the ongoing operations of the Company. However, there can be no assurance that additional financing will be available on terms acceptable to the Company or on any terms whatsoever. In the event the Company is unable to fund its operations and its business plan, it will be unable to continue as a going concern.

As discussed in Note J, effective February 1, 2001 the Company is in default of the covenants of certain convertible loan agreements. Specifically, the Company failed to make interest payments on February 1, 2001. On March 23, 2001, the creditors waived the event of default resulting from the missed interest payment and agreed to extend the February 1, 2001 interest payment due date to May 1, 2001.

As of December 31, 2000, the Company has approximately $3,188,000 of accounts payable and accrued liabilities. Absent additional financing or the ability to otherwise restructure these liability balances, the Company will unlikely be able to retire these liabilities in the normal course of business.

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated.

Fiscal Year

The Company has adopted a 52-53 week year ending on the Sunday nearest December 31 of each year. All references herein to "2000" represents a 52-week fiscal year ended December 31, 2000 and "1999" represents a 52-week fiscal year ended January 2, 2000.

Cash and Cash Equivalents

The Company considers all highly liquid temporary investments with original maturities of three months or less to be cash equivalents.

Property and Equipment

Property and equipment acquired are recorded at cost. Leasehold improvements are capitalized, while repair and maintenance expenses are charged to operations as incurred. Leasehold improvements are amortized using the straight-line method over the shorter of the estimated useful life or the lease term for financial reporting purposes and accelerated methods for tax purposes. Furniture and equipment are depreciated on a straight-line method over their estimated useful lives of 3 to 5 years.

Goodwill

Goodwill represents the excess of the purchase price and related costs over the fair value of the net assets of businesses acquired and is amortized on a straight-line basis over three years. The Company evaluates its goodwill annually, or earlier if a triggering event occurs, to determine if potential impairment has occurred. Due to changes in the Company's current operations and future business plan, all goodwill related to the acquisitions of PopMail.com, Inc., IZ.com and Fan Asylum were determined to be impaired and were written down to their net realizable value at December 31, 2000.

Revenue Recognition

The Company currently derives the majority of its revenues from license and service fees of its outbound web based e-mail management and distribution product. The Company's clients typically purchase two year licensed service agreements, payable annually in advance, and hosting and maintenance support, payable quarterly, for the life of the contract. License revenue is ratably recognized over the term of the agreement after a licensed service agreement has been signed, the product has been installed by the Company and accepted by the customer, and collection is probable. Services revenue consists of fees from hosting, maintenance and customization. The Company recognizes revenue from hosting and maintenance agreements ratably over the term of the agreements, typically two years.

Customer advances and billed amounts due from customers in excess of revenue recognized are recorded as deferred revenue.

Fair Values of Financial Instruments

Due to their short-term nature, the carrying value of the Company's current financial assets and liabilities approximates their fair values. The fair value of the Company's borrowings, if recalculated based on current interest rates, would not significantly differ from the recorded amounts.

Income Taxes

The Company accounts for income taxes using the liability method to recognize deferred income tax assets and liabilities. Deferred income taxes are provided for differences between the financial reporting and tax bases of the Company's assets and liabilities at currently enacted tax rates.

Stock-Based Employee Compensation

The Company utilizes the intrinsic value method for stock-based compensation. Under this method, compensation expense is recognized for the amount, if any, by which the market price of the common stock on the date of grant exceeds the exercise price of an option. Pro-forma information related to the fair value method of accounting is contained in Note K.

Net Loss Per Common Share

Basic and diluted net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding during the year. The impact of common stock equivalents has been excluded from the computation of weighted average common shares outstanding, as the net effect would be anti-dilutive.

Use of Estimates

Preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Reclassifications

Certain reclassifications have been made to the 1999 financial statements to conform to the 2000 presentation. Specifically, the 1999 financial statements have been restated to account for the restaurant operations as discontinued operations. See Note D for a further discussion. These reclassifications had no effect on net loss or shareholders' equity as previously reported.

NOTE C - BUSINESS COMBINATIONS

PopMail.com, Inc.

On August 29, 1999, the Company completed its merger with Popmail.com, Inc., which was accounted for as a purchase, and changed its name from Café Odyssey, Inc. to PopMail.com, Inc. The results of PopMail's operations have been included with the Company's operations from the date of the merger. Consideration for the merger included the issuance of 2,024 shares of Series B Convertible preferred stock, convertible into 863,390 shares of the Company's common shares valued at $21,589,755; the issuance of 440,710 five-year warrants to purchase common at an exercise price of $30.00 per share valued at $4,318,956; the assumption of approximately $5,019,000 of notes payable, which required the issuance of 90,000 five-year warrants to the holder of those notes valued at $2,700,000; and $890,000 in closing costs. The total consideration exceeded the fair value of the net liabilities acquired by approximately $33,800,000, which has been recorded as goodwill and was being amortized on a straight-line basis over three years. As discussed in Note A, the Company wrote- off the remaining goodwill related to this acquisition at December 31, 2000.

ROI Interactive LLC

On December 3, 1999, the Company completed the acquisition of ROI Interactive LLC (ROI). This acquisition was accounted for as a purchase with the results of operations included with the Company's operations from the date of acquisition. Total consideration included the issuance of 275,000 shares of the Company's common shares valued at $6,282,461 and $150,000 in closing costs. The total consideration exceeded the fair value of the net liabilities acquired by approximately $6,400,000, which has been recorded as goodwill and is being amortized on a straight-line basis over three years.

IZ.com, Inc.

On February 9, 2000, the Company completed its merger with IZ.com Incorporated ("IZ.com"), a development stage online convergent media company. The merger was accounted for under the purchase method of accounting with the operations of IZ.com included in the Company's operations from the dated of merger. The former stockholders of IZ.com were issued 287,408 shares of Series F convertible preferred stock (the "Series F Preferred"), with an additional 130,508 shares issuable upon the exercise of IZ.com options assumed by PopMail. Both the Series F Preferred issued and the Series F Preferred reserved for IZ.com options are convertible into the Company's common stock at a rate of 2.566 common shares for each share of Series F Preferred. Total consideration, based upon the average closing price of the Company's common stock on the five business days prior to close and assuming conversion of all potentially issuable PopMail.com common stock including shares reserved for IZ.com options, plus the fair value of the net liabilities assumed resulted in approximately $50,250,000 of goodwill being created in the merger, which was amortized on a straight-line basis over three years. On December 9, 2000, the Company sold the assets and operations of IZ.com. As a result of the sale the Company wrote-off the remaining goodwill related to this acquisition as it was determined to be impaired. See Note D for a further discussion of the divestiture.

Fan Asylum, Inc.

On June 14, 2000, the Company purchased all outstanding common stock of Fan Asylum from its sole shareholder ("the Seller") in exchange for up to 360,000 shares of the Company's common stock ("the Purchase Price Shares"), valued at $9,000,000, subject to adjustments based on certain earn out and reset provisions. The acquisition was accounted for under the purchase method of accounting with the operations of Fan Asylum included in the Company's operations from the date of acquisition. The total consideration, less the net asset value of the assets acquired and liabilities assumed, resulted in approximately $9,000,000 of goodwill generated in the acquisition, was to be amortized on a straight-line basis over 3 years.

The Purchase Price Shares were divided into 80,000 fully vested initial shares and 280,000 earn-out shares. Under the terms of the acquisition, the earn-out shares were to vest with the Seller according to the number of artists with which Fan Asylum executes a fan club management agreement prior to July 14, 2001. Also, the initial shares were subject to a put right pursuant to which Seller had a one-time right to "put" the initial shares to the Company during the period between January 2, 2001 and January 31, 2001 at a price per share equal to the greater of $10.625, or (ii) the average closing price of the Company's common stock over the five business days prior to the notice of exercise of the put.

Pursuant to the terms of the acquisition, the Company originally secured its ability to fulfill the put obligation with a $2,000,000 cash deposit that was released on October 12, 2000 when the Company renegotiated the acquisition terms and agreed to (i) accelerate the time period in which the Seller could put the initial shares to the Company, (ii) remove the earn-out provisions as a condition of Seller receiving the earn-out shares, and (iii) immediately retire a $200,000 debt obligation that was assumed in conjunction with the Fan Asylum acquisition. In consideration of the forgoing, the Seller agreed to complete a $400,000 private common stock placement with the Company, resulting in net proceeds to the Company of approximately $186,000 after the aforementioned $200,000 retirement of debt was completed. As a result of the release of the Seller from the earn-out provisions, the Company's $7,000,000 earn-out liability recorded at the time of the acquisition was released and is accounted for as additional paid in capital in the accompanying balance sheet as of December 31, 2000.

On February 14, 2001, the Company sold Fan Asylum back to the Seller. As the sale was being contemplated prior to December 31, 2000, the Company wrote-off the remaining goodwill related to this acquisition as it was determined to be impaired. See Note P for a further discussion of the divestiture.

See also Notes D and P for discussion of the operations of these entities included within the operations of the Company during the current year.

NOTE D - DIVESTITURES AND DISCONTINUED OPERATIONS

IZ.com

On December 9, 2000, the Company sold the assets and operations of IZ.com to IZ.com's management for (1) a $2,250,000 non-interest bearing note, with payments generally commencing in four to five years and retirement of the note to occur within eight years, and (2) the buyer's assumption of certain IZ.com related liabilities. As part of the consideration to the buyers, the Company issued a warrant to purchase up to 840,000 shares of the Company's common stock at an exercise price of $0.01 per share, exercisable for one year whereby the buyer can receive up to $300,000 in net cash proceeds upon sale of common stock into which the warrant is exercisable. Any of the buyer's net cash proceeds in excess of $300,000 must be remitted back to the Company. The note receivable is secured by the assets of IZ.com. After the write-down of goodwill related to the acquisition of IZ.com more fully described in Note G, the Company's proceeds on the sale of IZ.com, represented by the discounted fair value of the aforementioned note receivable, approximated the net assets sold resulting in no gain or loss associated with the sale. The Company recorded revenues of approximately $537,000 resulting from the operations of IZ.com for the year ended December 31, 2000.

Restaurant Division

On May 31, 2000, the Company entered into an agreement (the "Management Services Agreement") with an officer of the Company (the "Manager") to manage substantially all the operations of the Cafe Odyssey restaurant segment (the "Management Services") under the auspices of an independent management company (the "Management Company"). On May 31, 2000, the Manager resigned from the Company to fulfill his obligation to the Management Company under the Management Services Agreement. In exchange for the Management Services, the Company agreed to pay the Management Company approximately $452,000 per year for the Management Services. On July 1, 2000, a second officer of the Company resigned and became employed by the Management Company, at which point the annual Management Services fee increased to $675,000. The term of the Management Services Agreement is three years, but may be terminated during the term with 30 days advance notice. If terminated by the Company without cause prior to the second anniversary date of the Management Services Agreement, the Company is obligated to pay the Management Company (a) $1,474 per day for each day remaining in the first year of the term and (b) $1,063 per day for each day remaining in the second year of the term.

Concurrent with the execution of the Management Services Agreement, the Company entered into a license agreement granting the Management Company certain development and intellectual property rights associated with the Cafe Odyssey restaurants (the "License Agreement"). The Company granted the Management Company the right to develop up to four more Cafe Odyssey restaurants and the right to develop an unlimited number of additional Cafe Odyssey restaurants with the Company's approval, which shall not be unreasonably withheld (the "Development Rights"). In conjunction with the Development Rights, the Company agreed to (a) guarantee the leases for the first four Cafe Odyssey restaurants developed by the Management Company, (b) loan the Management Company up to $500,000 for the development of a new Cafe Odyssey restaurant located at a specific location defined in the License Agreement (the "New Location"), and (c) pledge the cash flows of the two Company owned Cafe Odyssey restaurants to secure up to $1.3 million in Management Company loans drawn to develop the New Location. The Company also granted the Management Company a perpetual, nonexclusive right to all intellectual property owned by the Company associated with the Cafe Odyssey restaurants.

In September 2000 the Company developed a formal plan for the divestiture of the restaurant division, and in February 2001 the Company executed a letter of intent to sell the net assets of the restaurant division to a group beneficially controlled by several shareholders and creditors of the Company (together, the "Buyer"). A definitive purchase agreement was executed in March, 2001 with closing expected to occur on or about April 30, 2001. The terms of sale are: (1) Buyer will purchase all of the assets of the restaurant division and assume substantially all of the liabilities of the restaurant division, including accounts payable and a $455,000 note payable, net of deposits residing with the creditor; (2) Buyer will assume $1.5 million in secured debt from PopMail, and the secured debt holder will release PopMail from all future obligations relating to that debt; (3) PopMail will retain a 19.9% partnership interest in the restaurant division via direct ownership in the entity acquiring the restaurant division; (4) and the Manager agrees to terminate the Management Services Agreement and License Agreement at no cost to the Company.

The Company has written down the net assets of the restaurant division to approximately $1,500,000, which represents its best estimate of the realizable net value, should a sale occur. The accompanying consolidated financial statements have been prepared to reflect the proposed sale of the restaurant division as a discontinued operation. The net assets of the restaurant division have been reported as Net Assets Held for Sale; the net operating results of the restaurant division have been reported as loss from operations of discontinued restaurant division. An estimated loss was recorded in the current period based on the Company's best estimate of the amount expected to be realized on the sale of the division, including a provision for an estimated loss from discontinued operations during the phase-out period.

Summarized financial information for the discontinued operations of the restaurant division, net of the above management fees, are as follows:

                                             December 31, January 2,
                                                2000         2000
                                             -----------  -----------
Current assets............................. $   158,772  $   150,385
Property and equipment, net................   5,623,476   13,971,925
Other assets...............................     298,296      336,809
                                             -----------  -----------
Total assets...............................   6,080,544   14,459,119
                                             -----------  -----------

Current liabilities........................     829,563      645,211
Long-term liabilities......................   3,750,981    4,212,557
                                             -----------  -----------
Total liabilities..........................   4,580,544    4,857,768
                                             -----------  -----------
Net assets of discontinued
  operations............................... $ 1,500,000  $ 9,601,351
                                             ===========  ===========

For the year ended:                          December 31, January 2,
                                                2000         2000

Restaurant revenues........................ $ 9,772,188  $12,166,144
Total restaurant expenses..................  10,687,661   14,126,985
                                             -----------  -----------
Loss from discontinued operations.......... $  (915,473) $(1,960,841)
                                             ===========  ===========

NOTE E - REVERSE STOCK SPLIT AND DELISTING OF THE COMPANY'S COMMON SHARES FROM NASDAQ

In September 2000, the Company received a notice from The Nasdaq Stock Market indicating that the Company's common stock had failed to maintain a minimum bid price greater than or equal to $1.00 over the preceding thirty consecutive trading days as required under Marketplace Rule 4310(c)(4). On October 12, 2000, the Company implemented a 10-for-1 reverse stock split, which allowed the Company to increase its share price over $1.00 (post-split). However, the stock subsequently fell below the minimum bid price requirement and on January 19, 2001, Nasdaq notified the Company that its securities would no longer trade on the Nasdaq SmallCap Market, but that the Company's securities were immediately eligible to trade on the Over-the-Counter Bulletin Board ("OTC Bulletin Board"). On January 22, 2001, the Company's securities began trading on the OTC Bulletin Board.

Unless otherwise noted, all references within these financial statements and footnotes refer to the Company's post-split common stock numbers.

NOTE F - INVESTMENTS

In June 2000, the Company acquired a minority interest in CraftClick.com, Inc. ("CraftClick"), a publicly traded business to consumer Internet services company, in exchange for $500,000 of the Company's common stock, or 45,070 shares. As of December 31, 2000, the estimated fair market value of the investment is approximately $15,000 and, accordingly, the Company has written the investment down to that value as of December 31, 2000. The unrealized loss is classified as unrealized loss on securities available for sale as a component of shareholder's equity in the accompanying December 31, 2000 consolidated balance sheet.

In July 2000, the Company acquired a minority interest in NC, Inc. ("NCI"), a privately held business to business Internet services company, in exchange for $1,000,000 of the Company's common stock, or 109,170 shares. The Company accounted for this investment under the cost basis of accounting. In December 2000, based on NCI's financial condition and the condition of the Internet environment in general, the Company wrote-off the investment in NCI. As a result, a loss of $1,000,000 is included under impairment of assets in the accompanying December 31, 2000 consolidated statement of operations.

NOTE G - LOSS ON AND IMPAIRMENT OF ASSETS

In April 2000, the Company finalized the sale of the equipment, leasehold improvements, lease rights and certain other contractual rights of its Cincinnati, Ohio restaurant location in exchange for a 21-year, $3,750,000, non- interest bearing promissory note receivable, payment of which is contingent upon the results of the buyers operations. The Company originally recorded the note receivable at the present value of the future minimum cash receipts provided for under the promissory note, amounting to approximately $1,270,000. The promissory note receivable is secured primarily by a mortgage interest in the real property at the Cincinnati location. Using the valuation of the proceeds as described, the sale resulted in a loss of approximately $757,000, which is included as loss on sale of assets in the accompanying statement of operations for the year ended December 31, 2000. In December 2000, the Company amended the promissory note and determined, based on the buyer's future revenue and cash flow projections, collection of the note receivable is unlikely. Accordingly, the Company has written the entire note receivable balance off as of December 31, 2000. The $1,270,000 write-down has also been recorded as a loss on sale of assets in the accompanying statement of operations.

In December 2000, the Company wrote-off the entire net goodwill balances related to the acquisitions of PopMail.com, Inc. and IZ.com, and also wrote-down to $300,000 the net goodwill balance related to Fan Asylum. The total write-down of goodwill by the company amounted to $64,135,000 and is included as impairment of assets in the accompanying statement of operations for the year ended December 31, 2000.

Also in December 2000, the Company wrote-down the value of the computer hardware and software that was repossessed by one of its creditors as more fully described in Note H below. The Company's carrying value of the hardware and software was approximately $1,335,000 as of December 31, 2000, which was adjusted down by approximately $985,000 to $350,000, the value the Company expects to receive from its creditors.

NOTE H - NOTES PAYABLE

Notes payable consists of the following:

                                             December 31, January 2,
                                                2000         2000
                                             -----------  -----------
Short-term revolving line of credit (a).... $       --   $ 3,000,000
Short-term revolving loan (b)..............         --       825,000
Short-term promissory notes, net
  of discounts of $192,177 (c).............         --     2,082,823
Other (d)..................................     643,952      129,695
                                             -----------  -----------
                                            $   643,952  $ 6,037,518
                                             ===========  ===========

(a) In September 1998, the Company entered into a $3,000,000 revolving line of credit with a financial institution collateralized by a leasehold mortgage, security agreement and assignment of rents and income of the Cincinnati restaurant. In addition, two directors and an ex-director of the Company entered into a joint and several limited guaranty of the first $1,000,000 of the Company's borrowings under this credit facility. In consideration of these guarantees, the Company issued 4,000 five-year warrants to each of these individuals at an exercise price of $7.50 per share in November 1998. Guarantees for the other $2,000,000 were obtained later in November 1998 from two of the aforementioned directors and an additional third party whereby two of the directors each severally guaranteed $500,000 and the other third party guaranteed $1,000,000, of such borrowings. All three guarantors pledged certain collateral to the financial institution in connection with the later guarantees. In exchange for such guarantees and pledges of collateral, the Company issued 20,000 five-year warrants each to two of the directors in November 1998, and 40,000 five-year warrants to the other third party in January 1999, all at an exercise price of $7.50 per share. This revolving line of credit facility was due on demand, or, if no demand was made, in July 2000. This credit facility provides for monthly payments of interest accrued on the outstanding unpaid principal balance at a rate equal to the prime rate (8.5% as of January 2, 2000). Each of the guarantee agreements contain provisions which require the issuance of additional warrants and payment of cash penalties if the borrowings were not paid in full by September 30, 1999. As of January 2, 2000, the Company had accrued $375,000 for the cash penalties and is obligated for and has recorded 60,000 five-year warrants at an exercise price of $7.50 per share. The balance of this note and the related penalties were paid in full during the year ended December 31, 2000.

(b) In March 1999, the Company entered into a $825,000 revolving loan facility with a financial institution collateralized by substantially all of the Company's assets. In addition, the loan was guaranteed by five individuals. In consideration of these guarantees, the Company issued 50,000 five-year warrants (ranging from 2,500 to 25,000 warrants) to these individuals at an exercise price of $7.50 per share. All guarantors pledged certain collateral to the financial institution in connection with these guarantees. This revolving line of credit facility was due on demand, or, if no demand was made, in March 2000. This credit facility provided for monthly payments of interest accrued on the outstanding unpaid principal balance at a rate equal to the prime rate (8.5% as of January 2, 2000). The balance was paid in full during the year ended December 31, 2000.

(c) In connection with the PopMail merger, the company assumed a note payable for $5,019,387, of which $4,469,387 was repaid shortly after the merger. The remaining $550,000 was payable in monthly payments with interest at the prime rate (8.5% at January 2, 2000). The principal was due on demand, or, if no demand was made, in full amount in January 2000. The loan was uncollateralized.

In December 1999, the Company entered into a $200,000 note payable with monthly payments of interest at 15%. The principal was due on demand, or, if no demand was made, in full amount in March 2000. In connection with the loan the Company issued 8,000 five-year warrants with an exercise price of $12.50 to the lender. The fair value of these warrants was recorded as a discount and was amortized over the life of the note.

Also in December 1999, the Company entered into a $325,000 note payable with monthly payments of interest at 15%. The principal was due on demand, or, if no demand was made, in full amount in March 2000. In connection with the loan the Company issued 8,938 five-year warrants with an exercise price of $20.00 to the lender. The fair value of these warrants was recorded as a discount and amortized over the life of the note. In addition, the Company issued 1,950 five- year warrants at an exercise price of $20.00 per share to a third party as a finders fee on this note.

Also in December 1999, the Company entered into a note payable for $1,200,000. At the inception of the loan, the Company prepaid the interest of 13% ($91,000) for the life of the note until the loan matures in July, 2000. In connection with the loan the Company issued 20,000 five-year warrants with an exercise price of $13.40 to the lender. The fair value of these warrants was recorded as a discount and amortized over the life of the note.

All four notes were paid in full during the year ended December 31, 2000.

(d) In its acquisition of Fan Asylum, the Company assumed a non-interest bearing loan to the Seller in the amount of $144,000, which was forgiven by the Seller in his re-acquisition of Fan Asylum in February 2001, as more fully described in Note P.

In October 2000, the Company received cash proceeds of $500,000 upon entering into a secured note payable for $600,000. The note was originally due within 30 days and is secured by certain of the Company's computer hardware and software assets. The Company failed to repay the note in November 2000 and the lender claimed possession of the computer hardware and software in December 2000. Also in December 2000, the lender sued the Company demanding immediate repayment and requested a temporary restraining order against the Company preventing it from selling any of the other assets in which the lender maintained a security interest. As of December 31, 2000, the Company had not repaid the note and is in default under the terms of the note. In February 2001, the Company and the lender agreed to revised note terms and settled the dispute. The Company agreed to allow the lender to sell the computer collateral, of which it maintained possession, and apply the sales proceeds against the principal balance of the loan. The lender agreed to reduce the original principal amount of the note to $500,000, reduce that principal balance by all net cash proceeds resulting from the lender's sale of the collateral, reduce the interest rate to 10%, extend to five years the maturity date of the note's principal and interest, and release the Company from all claims.

NOTE I - LONG-TERM OBLIGATIONS

Long-term obligations consists of the following:

                                             December 31, January 2,
                                                2000         2000
                                             -----------  -----------
4% senior convertible note payable,
  net of discount of $678,357 (a).......... $       --   $ 1,321,643

(a) In November 1999, the Company executed a senior convertible note for $2,000,000 maturing in November 2001, with interest at 4%. The note and any unpaid interest is convertible into the Company's common stock at the trading price at the day of the conversion. In connection with this note, the Company issued 27,500 five-year warrants with an exercise price of $16.25 to the lenders and a placement agent. The fair value of these warrants was recorded as a discount and amortized over the life of the note. The entire balance of the convertible note and unpaid interest was converted into the Company's common stock during the year ended December 31, 2000.

NOTE J - CONVERTIBLE PROMISSORY NOTES PAYABLE

Convertible promissory notes payable consists of the following:

                                             December 31, January 2,
                                                2000         2000
                                             -----------  -----------
Senior convertible note payable,
  net of discount of $539,583 in 1999 (a).. $ 1,500,000  $ 1,460,417
Senior convertible note payable (b)........     900,000          --
                                             -----------  -----------
                                            $ 2,400,000  $ 1,460,417
                                             ===========  ===========

(a) In August 1999, the Company executed a senior convertible note for $2,000,000 which originally matured in August 2000, with interest at prime plus 2% (effective interest rate of 10.5% as of January 2, 2000). The note and any unpaid interest is convertible into the Company's common stock at a conversion price of $25.00 per common share. In connection with this note, the Company issued 50,000 five-year warrants with an exercise price of $25.00 per share to the lender. The fair value of these warrants was recorded as a discount and amortized over the original life of the note. In August 2000, the terms of the note were amended to provide a 60-day extension on the repayment of the note in exchange for an immediate principal payment of $500,000. In October 2000, the note was again amended to: (1) extend the debt service repayment schedule approximately 18 months to provide for monthly principal and interest payments of $100,000, commencing on January 1, 2001, until the entire principal and interest balance is paid in full; and (2) increase the interest rate to 14%. Subsequent to December 31, 2000, the Company has yet to make a debt service payment. However, the lender has temporarily waived the debt service provisions through April 5, 2001 and, assuming the sale of the restaurants as more fully described in Note D, intends to release the Company from all future obligations related to the note in exchange for the buyer of the restaurants offering the lender additional security and cash flow rights in the restaurants.

(b) In December 2000, the Company entered into loan agreements with two creditors under nearly identical terms. The creditors agreed to loan and the Company agreed to borrow up to $4,000,000 under a secured, convertible debt facility. The Company's ability to borrow under the terms of the credit facility is contingent upon the lenders' ability to secure investors. Both creditors are shareholders of the Company, and one of them is controlled by a former director and officer of the Company. The debt is convertible to the Company's common stock at $0.175 per share, bears interest at 12% per annum which is payable quarterly in either cash or stock at the lenders' option beginning February 1, 2001, matures on January 5, 2002, and is secured by substantially all of the assets of the Company including its subsidiaries. In connection with the loan agreement, with each additional borrowing on this facility, the Company must issue to the creditors five year warrants to purchase a number of shares of the Company's common stock representing 50% of the loan proceeds, exercisable at $0.15 per share. As a result of the $900,000 in loan proceeds borrowed through December 31, 2001, the Company must issue warrants to the creditors to purchase 450,000 shares of the Company's common stock. In addition, the Company is generally obligated, to the aforementioned former director and officer of the Company, to (1) pay a 10% cash finder's fee on loan proceeds to the Company, and (2) issue five year warrants to purchase a number of shares of the Company's common stock equal to 10% of the loan proceeds. Warrants for the purchase of 90,000 shares, exercisable at $0.125 per share, have been issued through December 31, 2000. In addition to customary provisions of secured debt arrangements, other covenants of the loan agreement provide that: (1) the Company must remain listed on the Nasdaq Small Cap Market, (2) the creditors have the right of first refusal on future Company financings, and (3) the creditors must approve all of the Company's financing transactions. As of December 31, 2000, the Company is in compliance with the loan covenants. However, it failed to make its first interest payment on February 1, 2001. On March 23, 2001, the creditors waived the event of default resulting from the missed interest payment and agreed to extend the February 1, 2001 interest payment due date to May 1, 2001. Also, with 30 days notice, the creditors can put the Company into default as it was delisted from the Nasdaq SmallCap Market.

NOTE K - SHAREHOLDERS' EQUITY

Convertible Preferred Stock

Series A - In May 1999, the Company issued 2,000 shares of Series A 8% convertible preferred stock with a stated value of $1,000 per share in a private placement transaction. In addition, the Company issued warrants for the purchase of 30,000 shares of the Company's common stock at $30.00 per share to the investor. The preferred stock was convertible into the Company's common stock at a price equal to 65% of the market value at the time of conversion. During 1999, all Series A shares were converted into 101,600 shares of common stock. In November 1999, the warrants issued with the Series A shares were re-priced to $10.00 per warrant.

In connection with the issuance of the Series A shares, the Company recognized a non-cash deemed dividend of approximately $1,077,000 which was recorded as a discount to preferred stock with a corresponding credit to additional paid-in capital. The discount was recognized at the date of issue of the Series A shares, the same date at which the shares were eligible for conversion. The accretion of the discount is reflected in the statement of operations as an adjustment to net loss, but has no effect on total shareholders' equity.

Series B - In June 1999, the Company issued 2,024 shares of Series B convertible preferred stock in connection with the PopMail merger (see note C). The Series B shares were convertible into 863,390 shares of common stock and warrants to purchase 440,710 shares of common stock at $30.00 per share. All Series B shares issued in this transaction were converted in 1999. In November 1999, the warrants issued in connection with the Series B conversion were re- priced from $30.00 to $7.50 per share. In connection with this re-pricing, the Company recognized an expense of approximately $4,500,000.

Series C - In July 1999, the Company issued 2,000 shares of Series C 8% convertible preferred stock with a stated value of $1,000 per share in a private placement. In addition, the Company issued warrants for the purchase of 30,000 shares of common stock at $30.00 per share to the investor. The Series C shares were convertible into the Company's common stock at a price equal to 65% of the market value at the time of conversion. During 1999, 1,395 shares of Series C were converted into 91,778 shares of common stock. The remainder were converted during 2000 into an additional 47,860 shares of common stock. In November 1999, warrants for 20,000 shares issued with the Series C shares were re-priced to $10.00 per warrant.

In connection with the issuance of the Series C shares, the Company recognized a non-cash deemed dividend and discount accretion of approximately $1,077,000 similar to that of the Series A shares. In addition during 2000, the Company issued 85,000 shares of common stock for payment of the accrued dividends payable upon conversion, of which approximately $67,000 in preferred stock dividends had been accrued in 1999 related to the Series C shares.

Series D - In August 1999, the Company issued 2,200 shares of Series D 8% convertible preferred stock with a stated value of $1,000 per share in a private placement. In addition, the Company issued warrants for the purchase of 30,000 shares of common stock at $30.00 per share to the investor. The Series D shares were convertible into the Company's common stock at a price equal to 65% of the market value at the time of conversion. All of the Series D shares were converted during 2000 into 105,065 shares of common stock.

In connection with the issuance of the Series D shares, the Company recognized a non-cash deemed dividend and discount accretion of approximately $1,185,000 similar to that of the Series A and Series C shares. In addition during 2000, the Company also issued 85,000 shares of common stock for payment of the accrued dividends payable upon converstion, of which approximately $88,000 in preferred stock dividends had been accrued in 1999 related to the Series D shares.

Series E - Beginning in October 1999, the Company began to issue shares of Series E convertible preferred stock with a stated value of $2.00 per share in a private placement. The Company issued 175,000 shares during 1999 and an additional 50,000 shares in January 2000. For each Series E share issued, a warrant was also issued for the purchase of 1/10^th of a share of common stock at $30.00 per share. Each Series E share was originally convertible into 1/10^th of a share of common stock, subject to certain adjustments based on the value of the Company's common stock at the time of conversion. Series E shares are not entitled to dividends. During 2000, 175,000 shares of Series E shares were converted into approximately 62,000 shares of the Company's common stock.

Series F - In connection with the IZ.com merger, 287,408 shares of Series F convertible preferred stock were issued to the former stockholders of IZ.com, with an additional 130,508 shares issuable upon the exercise of IZ.com options assumed by PopMail. The majority of the IZ.com options have expired as of December 31, 2000 and, therefore, the majority of the 130,508 Series F shares reserved for IZ.com options will never be issued. As a result, the Companyreclassified approximately $13,594,000 from the Series F Preferred capital account to additional paid-in capital during 2000. The Series F shares are convertible into shares of the Company's common stock at a rate of 2.566 shares for each share of Series F preferred stock. The Series F preferred stock (excluding the remaining shares issuable upon exercise of IZ.com options) will convert into approximately 737,500 shares of the Company's common stock and carry a liquidation preference of approximately $19 million until the Company's market capitalization reaches $100 million or the majority of the Series F shareholders convert their shares to common stock.

Series G - In May 2000, the Company raised net proceeds of $4,000,000 from the private placement of Series G 10% convertible preferred stock with an aggregate stated value of $6 million. The proceeds were net of an original discount of $1,500,000 and investment banking fees of $500,000. The purchaser of the Series G stock also received a warrant to purchase up to 50,000 shares of our common stock at an exercise price of $25.10 per share for no additional consideration. As the Company's common stock was delisted from Nasdaq, the conversion price will be equal to 75% of the adjusted market price of the common stock. The number of shares of common stock issuable upon conversion of the Series G stock is limited to approximately 720,000 shares. The Company will redeem for cash, at 105 percent of stated value, any Series G stock that is not convertible into shares of common stock as a result of the foregoing limitation. During 2000, 15,000 shares of Series G shares were converted into approximately 191,000 shares of common stock, including interest.

Based on the current value of the Company's common stock and the common share limit into which the Series G shares may be converted, it is possible that the Company may be required to redeem in excess of $5,000,000 of the unconverted Series G shares absent an amendment to the rights of the Series G shareholders. 40,000 shares of the aforementioned warrant were re-priced to and exercised at $6.25 per share during 2000.

All of the convertible preferred stock series contain certain liquidation preference provisions including accrued and unpaid dividends and defined payment amounts per share. In connection with the Series A, C, and D shares, warrants for 45,000 shares of common stock at $30.00 per share were issued to a financial advisor.

Private Common Stock Placements

During the quarter ended April 2, 2000, the Company completed a private placement offering of 235,000 units priced at $10.00 per unit. Each unit consisted of one share of the Company's common stock and one five-year warrant to purchase one share of the Company's common stock with an exercise price of $20.00. Also during the quarter ended April 2, 2000, the Company completed a second private placement offering of 266,667 units priced at $22.50 per unit. Each unit consisted of one share of the Company's common stock and one five-year warrant to purchase one share of the Company's common stock with an exercise price of $30.00. Approximately 51,200 of the $30.00 warrants were repriced to and exercised at $7.50 per share during 2000. Additional warrants to purchase approximately 25,600 at $7.50 per share were issued to the individuals who exercised.

The proceeds of the above two private common stock placements were used to repay the due to affiliates and all but $1,000,000 of the Company's $6,037,518 notes payable that were outstanding at January 2, 2000, as well as to fund the continuing operating needs of the Company.

During the quarter ended July 2, 2000, the Company completed a private placement offering of 100,000 shares of common stock at a purchase price of $30.00 per share to private investors, resulting in net proceeds to the Company of approximately $2.7 million. At the time of the closing, the investors received: (a) five-year warrants to purchase 30,000 shares of common stock at an exercise price of $10.00 per share and (b) warrants to purchase additional shares of common stock (the Adjustable Warrants) at a nominal exercise price (one-hundredth of a cent per share). The Adjustable Warrants are intended to allow the investors to receive additional shares of common stock in future periods to bring the effective price per share of the investment to a percentage of the market value of the common stock on the date of adjustment. In general, the Adjustable Warrants (a) became exercisable during certain periods beginning October, 2000, (b) are exercisable only if the Company's common stock is below $40.00 per share during the exercise period, (c) and are issuable in an amount sufficient to adjust the effective purchase price for the investment to a level equal to 75% of the average market price during the period. If the Adjustable Warrants are exercised, the Company may be required to issue an additional 20,000,000 shares of common stock to the investors based on the market price of the Company's common stock as of December 31, 2000. However, to reduce the dilutive effect of the Adjustable Warrants, it is management's intent to renegotiate the terms of the private placement on terms acceptable to both the investors and the Company. Under the terms of the private placement, the Company was required to endeavor to make effective a registration statement covering both the common shares and common shares underlying the Adjustable Warrants by October 2000. Although filed, the Company has been unable to make effective a registration statement covering the common shares and Adjustable Warrants. Therefore, the investors have yet to exercise their Adjustable Warrants. $2 million of the proceeds of this private common stock placement were used to purchase Fan Asylum. The remainder of the proceeds were used for working capital purposes.

In October 2000, the Company completed a private common stock placement of 944,444 shares of the Company's common stock at a purchase price of $0.45 per share, resulting in proceeds to the Company of $425,000. Under the terms of the private placement, the shares were to be issued immediately after the shareholder meeting held on November 27, 2000. At that time, the number of shares to be issued would be adjusted such that the minimum value of common stock issued, based on the then current market value of the Company's common stock, would not be less than $944,444. Based on the then current market price of the stock, the Company would have needed to issue approximately 3.2 million shares of common stock to the investor. In March 2001, the Company and the investor agreed that the Company would issue a total of 3 million shares to the investor in conjunction with this private placement. The Company has reflected all 3 million shares as issued and outstanding as of December 31, 2000.

In November 2000, the Company completed a private common stock placement of 1,000,000 shares of the Company's common stock at a purchase price of $0.25 per share, resulting in proceeds to the Company of $250,000. At the time of the closing, the investors also received warrants to purchase an additional 1,000,000 shares of the company's common stock if the shares remained unregistered as of December 31, 2000. The original private placement shares remained unregistered on December 31, 2000. As of March 2001, the Company is negotiating with the investors to limit the number of additional shares it must issue to 750,000. It is likely that the Company will issue to the investors an additional 750,000 shares in exchange for the investor forfeiting the aforementioned warrant and all rights under the warrant. As the additional shares have not yet been issued and the number of additional shares to be issued are not determined as of December 31, 2000, the additional shares are not reflected as outstanding common stock in the accompanying December 31, 2000 balance sheet.

Other than the warrants convertible into 51,200 shares specifically identified above, warrants exercisable into a total of 282,500 shares of the Company's common stock were re-priced to $6.25 per share from $20.00 to $30.00 per share during 2000. Upon repricing, the warrant holders exercised their warrants.

Warrants

A summary of the Company's warrant activity is as follows:

                                                           Weighted
                                                            Average
                                                           Exercise
                                               Shares        Price
                                             -----------  -----------
Outstanding at January 3, 1999.............     328,575  $     55.80
        Granted............................   1,512,097        13.80
        Exercised..........................    (225,000)       13.10
                                             -----------
Outstanding at January 2, 2000.............   1,615,672        22.40
        Granted............................   3,135,923         8.50
        Canceled...........................    (343,394)       28.40
        Exercised..........................    (746,225)        9.40
                                             -----------
Outstanding at December 31, 2000...........   3,661,976  $     11.20
                                             ===========

Outstanding warrants at December 31, 2000 are as follows:

             Exercise price
- ---------------------------------------------    Number
                                    Weighted       of
              Range                  Average     Shares
- ----------------------------------  ---------  ----------
         $ 0.00 -  $1.00           $    0.07   1,796,000
           1.01 -  10.00                7.31     912,072
          10.01 -  65.00               35.64     953,904
                                               ----------
                                               3,661,976
                                               ==========

Stock Options

The Company maintains two stock option plans (the "Plans"), the 1997 Stock Option and Compensation Plan, as amended, which has 300,000 common shares reserved for issuance and the 1998 Director Option Plan, which has 25,000 common shares reserved for issuance. At December 31, 2000, the Company has issued approximately 276,000 options under the 1997 Plan subject to approval of additional shares by the board of directors. The Plans are administered by a stock option committee of the Board of Directors, which has the discretion to determine the number of shares granted, the price of the option, the term of the option and the time period over which the option may be exercised. Stock options granted under these plans generally have an exercise price equal to the fair value of the stock on the date of grant, have a ten-year term and vest ratably over three years.

A summary of the Company's option activity is as follows:

                                                Weighted
                                                Average
                                                Exercise
                                     Shares      Price
                                    ---------  ----------
Outstanding at January 3, 1999....    81,917  $    11.10
  Granted.........................   148,250       15.60
  Exercised.......................   (11,900)       7.50
  Forfeited/canceled..............   (25,334)       7.50
                                    ---------
Outstanding at January 2, 2000....   192,933       13.70
  Granted.........................   513,493        2.50
  Exercised.......................   (13,920)       8.40
  Forfeited/canceled..............  (124,956)      14.20
                                    ---------
Outstanding at December 31, 2000..   567,550  $     3.60
                                    =========

Outstanding and exercisable options at December 31, 2000 are as follows:

                       Options Outstanding                      Options Exercisable
- --------------------------------------------------- --------------------------------------
                                         Weighted
                                          Average
      Exercise price                     Remaining        Exercise price
- ---------------------------   Number    Contractual ---------------------------   Number
                  Weighted      of        Life in                     Weighted      of
     Range         Average    Shares       Years         Range         Average    Shares
- ----------------  --------- ----------- ----------- ----------------  --------- ----------
 $ 0.00 - $0.10  $    0.02     366,844   8.54 years  $ 0.00 - $0.10  $    0.10     56,844
   2.50 - 10.00       8.16     167,706   8.54 years    2.50 - 10.00       8.15    138,947
  17.80 - 30.00      19.60      33,000   8.74 years   17.80 - 30.00      19.90     21,333
                            -----------                                         ----------
                               567,550                                            217,124
                            ===========                                         ==========

In September 1999, in connection with the PopMail merger, 87,433 outstanding options became fully vested in accordance with the change in control provisions of the Plans.

Pro forma information regarding the fair value of stock options is as follows:

                                                 Years ended
                                          ----------------------------
                                          December 31,    January 2,
                                              2000           2000
                                          -------------  -------------
Net loss:
  As reported........................... $(122,149,979) $ (20,734,171)
  Pro forma............................. $(122,980,799) $ (21,173,798)
Basic and diluted net loss per share:
  As reported........................... $      (27.58) $      (20.51)
  Pro forma............................. $      (27.82) $      (20.95)

The fair value of each option is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions used for grants in 2000 and 1999: risk-free interest rates of 5.66% and 6.41%; no expected dividend yield, expected lives of 1 and 3 years; and expected volatility of 150%.

Warrants and options granted for services or compensation were valued at the fair value of the warrant or option granted or the value of the services provided, whichever is more easily determinable.

NOTE L - INCOME TAXES

As of December 31, 2000 and January 2, 2000, the Company's deferred taxes consisted primarily of net operating loss carryforwards, pre-opening costs not currently deductible and accelerated methods of depreciation. The Company has recorded a full valuation allowance against the net deferred tax asset due to the uncertainty of realizing the related benefits.

As of December 31, 2000, the Company had net operating loss carryforwards of approximately $60 million, which, if not used, will expire through 2019.

NOTE M - COMMITMENTS AND CONTINGENCIES

Operating Leases

The Company has entered into operating leases for its closed and existing restaurants which have an initial lease term of ten to fifteen years with an option for renewal. These leases contain provisions for contingent rentals based on a percentage of gross revenues, as defined, and provisions for payments of real estate taxes, insurance and common area costs. In addition, certain of these leases provide for tenant inducements and rent abatement. Total rent expense, including common area costs, real estate taxes and percentage rent, was approximately $1,163,000 and $1,385,000 for 2000 and 1999, respectively. This rent expense is included in loss from operations of discontinued restaurant division in the accompanying consolidated statements of operations.

The Company also leases office space at the corporate headquarters in Dallas and, in 1999, in Minneapolis. The total expense for these facilities was approximately $148,000 and $152,000 for 2000 and 1999, respectively.

Approximate future minimum rental payments, including those for the closed Cincinnati, Ohio restaurant location discussed in Note G, are as follows as of December 31, 2000:

           Fiscal Year Ending                Amount
- ----------------------------------------  -------------
2001                                     $   1,300,000
2002                                         1,100,000
2003                                         1,000,000
2004                                         1,100,000
2005                                         1,100,000
Thereafter                                   7,400,000
                                          -------------
                                         $ $13,000,000
                                          =============

Assuming the sale of the restaurant assets and operations is consummated as discussed in Note D, the Company will still be obligated to make the above minimum rental payments in the event the buyer of the restaurant assets and operations defaults on their assumed lease obligations.

Litigation

In addition to the suit discussed in Note H, the Company is involved in various legal actions rising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company's financial position or the results of its operations.

NOTE N - RELATED PARTY TRANSACTIONS

During 1998, the Company entered into a revolving note payable with significant shareholder, director and executive officer to the Company to fund its working capital as necessary. The maximum amount of this note was $100,000, which was outstanding at January 3, 1999. This note was paid in full in 1999.

During 1999, the Company entered into four $60,000, 18% notes payable with two shareholders and officers of the Company with principal plus interest payable at maturity. In addition to the stated interest, an amount of 3% of the principal is due at maturity. Two of the notes matured in 1999 and were paid in full. The two remaining notes were paid in 2000.

In December 1999, the Company entered into a promissory note receivable of $2,450,000 with a partnership controlled by a significant shareholder, director and executive officer of the Company. The principal plus interest of 5.74% is due to the Company in December 2002. The Partnership has pledged 122,500 shares of the Company's common stock as security for the note.

In April 2000, the Company entered into a second promissory note receivable of $245,000 with the same partnership, under similar terms. The second note is due in March 2003 and is secured by 12,250 shares of the Company's common stock. Proceeds of these notes were used to purchase shares of the Company's stock issued in connection with the ROI acquisition (see Note C). Accordingly, these notes have been classified as a reduction of shareholders' equity in the accompanying financial statements.

On August 24, 2000, the Company purchased from a shareholder a $240,000 demand promissory note, the maker of whom is the same significant shareholder, director and executive officer that controls the aforementioned partnership, in exchange for 240,000 shares of the Company's common stock. The demand promissory note, dated February 14, 2000, bears an interest rate of 6.21% per year, with principal and accrued interest payable the earlier of (1) the third anniversary of the date of the note, or (2) within 30 days of written demand for repayment by the lender. Due to the value of the underlying stock and other factors, the Company has recorded a reserve against this note receivable as of December 31, 2000 amounting to $120,000.

Krienik Advertising, Inc., an Ohio corporation whose President, Chief Executive Officer and 100% shareholder was a director of the Company during 1999 and through November 2000, provided marketing and advertising services to the Company. Fees paid for these services, including payments for subcontracted media, printing, production and research services, were approximately $154,000 and $677,000 during 2000 and 1999, respectively.

NOTE O - INVESTMENT BANKING AGREEMENT

In April 2000, the Company entered into a two-year agreement with an investment banking firm for services to be rendered. In connection with this agreement, the Company issued 100,000 warrants to purchase the Company's common stock, 50,000 warrants with an exercise price of $16.25 per share and 50,000 with an exercise price of $40.00 per share. Of these warrants, 25,000 vested upon the signing of the agreement with the remaining warrants vesting upon certain performance provisions, none of which have been met as of December 31, 2000.

NOTE P - SUBSEQUENT EVENTS (Unaudited)

Sale of Fan Asylum

On February 14, 2001, the Company sold Fan Asylum to the individual from whom it was originally purchased. The terms of sale are: (1) the buyer assumed all liabilities of Fan Asylum; (2) the buyer forfeited his right to receive any future shares of the Company's common stock, including but not limited to 280,000 earn-out shares; (3) and the buyer paid the Company $100,000 of which $50,000 is to remain in escrow pending certain future actions by the Company and the buyer. After the write-off of the goodwill associated with the Fan Aslyum acquisition as discussed in Note G, the Company did not recognize a material gain or loss on the sale in February 2001. The Company recorded revenues of approximately $778,000 resulting from the operations of Fan Asylum for the year ended December 31, 2000.

Financing Arrangements

The Company executed a $50,000 convertible promissory note on February 1, 2001 with an unrelated party. The note was due March 1, 2001, bears interest at 10% per year, and is convertible into 400,000 shares of the Company's common stock if not repaid by the due date. The Company did not repay the promissory note by the due date and, consequently, the note converted into 400,000 shares of the Company's common stock. A warrant to purchase 100,000 shares of the Company's common stock at $0.125 per share was also issued in connection with this convertible promissory note.

The Company executed two additional promissory notes on March 2, 2001 and March 13, 2001 for $100,000 and $80,000, respectively. The notes are payable on demand with five days notice and bear interest at 12% per year. The holder of these notes is also a shareholder and a secured creditor of the Company.

On March 16, 2001, the Company completed a $35,000 private common stock placement with an unrelated party. The Company issued 500,000 shares of common stock to the investor in conjunction with this private placement.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

On September 30, 1999, Arthur Andersen LLP and the Company agreed to the resignation of Arthur Andersen LLP as its independent public accountants.

The Company's Board of Directors participated in and approved the decision to change independent accountants.

In connection with its audits for the two most recent periods prior to the resignation of Arthur Andersen LLP and through September 30, 1999, there were no disagreements with Arthur Andersen LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of Arthur Andersen LLP would have cause them to make reference thereto in their report on the financial statements for such years.

During the two most recent fiscal years prior to the resignation of Arthur Andersen LLP and through September 30, 1999, there were no reportable events (as defined in Regulation S-B Item 304(a)(1)(iv)).

Arthur Andersen LLP has furnished the Company with a letter addressed to the SEC stating that it agrees with the above statements. A copy of the letter is included in an exhibit to the Company's Current Report on Form 8-K filed with the SEC on October 1, 1999.

The Company engaged Grant Thornton LLP as its independent accountants as of September 30, 1999. The Company has not consulted with Grant Thornton LLP on items which (1) were or should have been subject to SAS 50 or (2) concerned the subject matter of a disagreement or reportable event with the former auditor (as described in Regulation S-B Item 304(a)(2)).

PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

The property, affairs and business of the Company are managed under the direction of the Board of Directors. The Bylaws of the Company provide that the number of directors shall be determined by the Board, and the Board may at any time increase the number of directors and appoint persons to occupy additional positions so created. The Board of Directors presently consists of two persons, including:

THOMAS W. ORR, age 55, has served as a director of the Company since from September 1997. From May 1999 to August 2000, he served as Chief Financial Officer. From 1995 to September 1997, he was a Senior Consultant for the Delta Consulting Group, Trumball, Connecticut, specializing in business strategy, new business development, marketing and sales. From 1994 to 1995, Mr. Orr was President of the retail chicken group of ConAgra Broiler Company, with responsibility for strategic direction, operations of five plants, sales, marketing, international and commodity business. Mr. Orr had previously been associated with ConAgra Broiler Company from 1991 to 1993 as Vice President of Sales and Vice President of Marketing. From 1993 to 1994, Mr. Orr served as Senior Vice President for Jennie-O Foods, Inc., a subsidiary of Hormel Foods, with responsibility for strategy development, marketing and sales for the retail, food service and commodity divisions.

HENRY FONG, age 65, was appointed to the Board of Directors on January 9, 2001. Mr. Fong is a principal in Gulfstream Partners, LLC, an investor of the Company. Mr. Fong is also the President, Treasurer and a director of Equitex, Inc., another publicly traded company, since its inception. From 1987 to June 1997, Mr. Fong was chairman of the board and chief executive officer of RDM Sports Group, Inc. (f/k/a Roadmaster Industries, Inc.) a publicly held investee of Equitex and was its president and treasurer from 1987 to 1996. From July 1996 to October 1997, Mr. Fong was a director of IntraNet Solutions, Inc., a publicly-held company which provides internet/intranet solutions to Fortune 1000 companies and was the chairman of the board and treasurer of its predecessor company, MacGregor Sports and Fitness, Inc. from February 1991 until the two companies merged in July 1996. From January 1993 to January 20, 1999, Mr. Fong was chairman of the board and Chief Executive Officer of California Pro Sports, Inc., a publicly traded manufacturer and distributor of in-line skates, hockey equipment and related accessories. In March 1994, Mr. Fong was one of twelve CEOs selected as Silver Award winners in FINANCIAL WORLD magazine's corporate American "Dream Team."

STEPHEN SPOHN, age 30, has served as Chief Financial Officer of the Company since August 2000. For the one year leading up to August 2000, he worked in a variety of financial and operational roles at the Company and at IZ.com prior to the Company's acquisition of IZ.com in February 2000. Between 1997 and 1999, he held a variety of roles with Softbank Holdings, Inc, including Financial Reporting and Projects Manager and a financial and operational liason position between Softbank Holdings, Inc. and its then largest wholly-owned subsidiary, Kingston Technology. Between 1992 and 1997, Stephen served in a variety of roles at Arthur Andersen LLP, ultimately as an audit manager, working in a broad variety of industries including technology and distribution. Stephen graduated from Babson College in 1992 with a degree in accounting, and subsequently became a certified public accountant.

Section 16(A) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company's officers and directors, and persons who own more than ten percent of a registered class of the Company's equity securities, to file reports of ownership and changes in ownership of such securities with the Securities and Exchange Commission and NASDAQ. Officers, directors and greater than ten percent shareholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file.

Former director, Jesse Berst failed to file a Form 3. Former director Stephen King filed a Form 4 reporting a July transaction in September 2000. Former director, Steve Mauldin filed his Form 3 that was due on August 11, 2000 on September 15, 2000. Former Chief Executive Officer, Gary Schneider, filed his Form 3, which was due on January 23, 2000 in August 2000. Based solely on review of the copies of such forms furnished to the Company, or written representations that no Forms 5 were required, the Company believes that during the fiscal year ended December 31, 2000, all other Section 16(a) filing requirements applicable to its officers, directors and greater than ten percent beneficial owners were complied with.

ITEM 10. EXECUTIVE COMPENSATION

The following table sets forth the cash and noncash compensation for each of the last three fiscal years awarded to or earned by the Chief Executive Officer of the Company and each other executive officers of the Company whose total annual salary and bonus compensation for the most recent fiscal year exceeded $100,000 (the "Named Executive Officers").

Summary Compensation Table

Name and Principal Position	Fiscal Year	Salary	Bonus and Other	Stock Grants & Stock Options Awarded (shares)
Gary Schneider (1) Former Chief Executive Officer	2000	$ 165,000	$ 33,000	48,511 (3)
Stephen D. King (2), Former Chief Executive Officer	2000 1999 1998	$ 171,000 $ 185,000 $ 200,000	$ 87,000	2,586

1. Mr. Schneider became an executive officer in January 2000 and resigned in December 2000.
2. Mr. King has been an executive officer since the Company's inception and resigned in October 2000.
3. 20,000 shares were granted to Mr. Schneider and an additional 28,511 shares represent the common shares underlying option grants.

Stock Options Grants in Fiscal 2000

Other than the share grants identified above, no stock options were granted during the last fiscal year to the Named Executive Officers. The Named Executive Officers exercised did not exercise an options in the fiscal year ended December 31, 2000.

Aggregated Option Exercises in Last Fiscal Year and FY-End Option Values

Mr. Schneider holds options exercisable into a total of 28,511 shares of the Company's common stock at December 31, 2000. Options convertible into 20,500 shares have an exercise price of $8.10 per share and will expire in the first quarter of 2001. The remaining options convert into 8,011 common shares and generally have a $0.10 exercise price. The value of these 8,011 shares is less than $2,000 at December 31, 2000, and the options expire between August and October of 2002.

Employment Contracts

The Company executed no employment agreements during 2000 with the executive officers of the Company.

Director Compensation

Non-management directors generally receive ten-year options to purchase shares of the Company's common stock when they become members of the Board. Members of the Board of Directors who are also employees of the Company received no options for their services as directors.

No options were granted to the Company's directors in 2000.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Voting Securities and Principal Holders Thereof

The Company has outstanding one class of voting securities, Common Stock, $0.01 par value, of which 10,179,916 shares were outstanding as of March 23, 2001.

The following table sets forth certain information regarding beneficial ownership of the Company's Common Stock as of March 23, 2001, by (i) each person known by the Company to be the beneficial owner of more than 5% of the outstanding Common Stock, (ii) each director, (iii) each executive officer named in the Summary Compensation Table, and (iv) all executive officers and directors as a group. Unless otherwise indicated, each of the following persons has sole voting and investment power with respect to the shares of Common Stock set forth opposite their respective names.

Name of Beneficial Owner	Shares Beneficially Owned	Percentage of Total
Major Shareholders: James Anderson (1) Wayne Mills (2)	1,092,744 1,579,735	10.7 15.5
Directors: Henry Fong (3) Thomas W. Orr (4)	1,551,765 33,500	15.2 0.3
Executive Officers: Gary Schneider (5) Stephen D. King (6) All Current Directors & Officers as a Group	93,917 408,561 1,589,374	0.9 4.0 15.7

___________________________

1. Includes 21,594 shares issuable upon exercise of warrants held by Mr. Anderson. Also includes 618,678 shares held by The Marcos A. and Sonya Nance Rodriquez Children's Trust No. 2 and 315,546 shares issuable upon exercise of warrants held by The Marcos A. and Sonya Nance Rodriguez Children's Trust No. 2. Mr. Anderson serves as trustee for the trust.
2. Held by Blake Capital Partners, LLC, a limited liability company, of which Mr. Mills is sole owner and manager. Includes 47,800 shares held in IRA and warrants to purchase 2,500 shares which are currently exercisable.
3. Held by Mr. Fong and Gulfstream Partners, LLC, of which Mr. Fong is a principal. Includes 140,000 shares of which Mr. Fong or Gulfstream have the right to acquire a beneficial ownership within 60 days by the exercise of warrants.
4. Represents 33,500 shares that Mr. Orr has the right to acquire by the exercise of options which are currently exercisable.
5. Includes 8,011 shares of which Mr. Schneider has the right to acquire beneficial owership within 60 days by the exercise of options.
6. Includes 102,000 shares of which SDK Investments, Inc., an entity controlled by Mr. King, has the right to acquire beneficial ownership within the next 60 days by the exercise of warrants. Also includes an additional 59,336 shares of which Mr. King has the right to acquire beneficial ownership within the next 60 days by the exercise of warrants and options.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In October 2000, the Company completed a private common stock placement of 944,444 shares of the Company's common stock at a purchase price of $0.45 per share, resulting in proceeds to the Company of $425,000. One of the investors was Gulfstream Financial Partners, an entity controlled by Mr. Fong who was, subsequent to the date of the private placement, appointed to the Company's Board of Directors. Gulfstream Financial Partners invested a total of $200,000 in the private placement. Under the terms of the private placement, the shares were to be issued immediately after the shareholder meeting held on November 27, 2000. At that time, the number of shares to be issued would be adjusted such that the minimum value of common stock issued, based on the then current market value of the Company's common stock, would not be less than $944,444. Based on the then current market price of the stock, the Company would have needed to issue approximately 3.2 million shares of common stock to the investor. In March 2001, the Company and the investors, including Gulfstream Financial Partners, agreed that the Company would issue a total of 3 million shares to the investor in conjunction with this private placement.

In December 2000, the Company entered into a convertible, secured debt arrangement with GSI Ventures, LLC, an entity indirectly controlled by Stephen D. King, the former Chairman and CEO of the Company. SDK Investment, Inc. is the manager of GSI Ventures, LLC. Mr. King is the President and controlling shareholder of SDK Investments, Inc. GSI Ventures, LLC agreed to loan and the Company agreed to to borrow up to $4,000,000 under a secured, convertible debt facility. The Company's ability to borrow under the terms of the credit facility is contingent upon GSI Ventures, LLC's ability to secure investors.

In October 2000, the Company executed a $600,000 note payable to Great Western Business Services in exchange for $500,000 cash. The principal balance of the note was originally due within 30 days and was secured by certain of the Company's computer hardware and software assets. The Company failed to repay the note in November 2000 and the lender claimed possession of the computer hardware and software in December 2000. Also in December 2000, the lender (1) filed a lawsuit, naming the Company and Stephen D. King, a former director and officer, as defendants, (2) demanded immediate repayment and (3) requested a temporary restraining order against the Company preventing it from selling any of the other assets in which the lender maintained a security interest. Mr. King was named in the lawsuit as he assisted the Company in securing the loan and in negotiating the terms. As of December 31, 2000, the Company had not repaid the note and is in default under the terms of the note. In February 2001, the Company, Mr. King and the lender settled the dispute. The Company agreed to allow the lender to sell the computer collateral, of which it maintained possession, and apply the sales proceeds against the principal balance of the loan. The lender agreed to reduce the original principal amount of the note to $500,000, reduce that principal balance by all net cash proceeds resulting from the lender's sale of the collateral, reduce the interest rate to 10%, extend to five years the maturity date of the note's principal and interest, and release the Company from all claims. Mr. King agreed to, through other entities directly or indirectly controlled by him that are in the process of purchasing the Company's restaurant assets and operations, assume an approximate $300,000 liability relating to the note, representing the original $100,000 discount, accrued interest, and late fees.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

 Exhibit
 Number                               Description of Document
- --------- -------------------------------------------------------------------------
2.1       Agreement and Plan of Merger dated as of June 1, 1999 among Cafe
          Odyssey, Inc, Stephen D. King, PopMail.com, inc., all of the Holders of
          Common Stock of Popmail.com, inc. and Cafe Odyssey Acquisition
          Subsidiary, Inc. (incorporated herein by reference to Exhibit 2.0 of the
          Registrant's Current Report on Form 8-K dated June 22, 1999 and
          filed on June 25, 1999)
2.2       Agreement and Plan of Reorganization dated as of January 21, 2000
          among PopMail.com, inc., IZ.com Incorporated, IZ Acquisition
          Corporation, and Virtual Group LLC. (incorporated herein by reference
          to Exhibit 2.1 of the Company's  Current Report on Form 8-K dated
          June 22, 1999 and filed on June 25, 1999).
3.1(A)    Articles of Incorporation, as amended (incorporated herein by
          reference to Exhibit 3.1 to the Registrant's Quarterly Report on Form
          10-QSB for the quarter ended April 4, 1999).
3.1(B)    Certificate of Designation of Series B Convertible Preferred Stock
          (incorporated herein by reference to Exhibit 3.1(b) to the Registrant's
          report on Form 8-K dated June 22, 1999 and filed on June 25, 1999).
3.1(C)    Certificate of Designation of Series C 8% Convertible Preferred Stock
          (incorporated herein by reference to Exhibit 3.1(c) to the Registrant's
          report on Form 8-K dated July 13, 1999 and filed on July 23, 1999)
3.1(D)    Certificate of Designation of Series D 8% Convertible Preferred Stock
          (incorporated hereby by reference to Exhibit 3.1(d) to the Registrant's
          Form 8-K dated September 1, 1999 and filed on September 16,
          1999)
3.1(E)    Articles of Amendment of Articles of Incorporation filed on September
          3, 1999 (incorporated hereby by reference to Exhibit 3.1(d) to the
          Registrant's Form 8-K dated September 1, 1999 and filed on
          September 16, 1999)
3.1(F)    Certificate of Designation of Series F Convertible Preferred Stock
          (incorporated herein by reference to Exhibit 3.1 of the Company's
          Current Report on Form 8-K dated February 9, 2000 filed on February
          24, 2000)
3.1(G)    Certificate of Designation of Series E Convertible Preferred Stock
          (incorporated herein by reference to Exhibit 3.1(G) of the Company's
          Report on Form 10-KSB for the fiscal year ended January 2, 2000)
3.2       By-laws (incorporated herein by reference to Exhibit 3.2 to the 1997
          SB-2).
4.1       Form of Warrant Agreement (incorporated herein by reference to
          Exhibit 4 to the 1997 SB-2)
4.2       Form of Warrant (the series of Warrants initially covers 4,407,098
          shares of common stock; subject to adjustment) (incorporated herein
          by reference to Exhibit 4.0 to the Registrant's Current Report on Form
          8-K dated June 22, 1999)
4.3       Schedule identifying material details of warrants issued by the
          Company substantially identical to the warrant filed as Exhibit 4.2.
          (incorporated herein by reference to Exhibit 4.3 of the Company's
          Report on Form 10-KSB for the fiscal year ended January 2, 2000)
4.4       Common Stock Purchase Warrant issued to J. Jeffrey Brausch &
          Company (incorporated herein by reference to Exhibit 4.4 of the
          Company's Report on Form 10-KSB for the fiscal year ended January
          2, 2000)
4.5       Warrant to Purchase Shares of Common Stock issued to J. Jeffrey
          Brausch & Company
4.6       Form of Common Stock Purchase Warrant (IPO Series) (incorporated
          herein by reference to Exhibit 4.7 of the Company's Report on Form
4.7       10-KSB for the fiscal year ended January 2, 2000)
4.8       Warrant to Purchase Shares of Common Stock of the Company
          (incorporated herein by reference to Exhibit 4.9 of the Company's
          Report on Form 10-KSB for the fiscal year ended January 2, 2000)
4.9       Schedule identifying material details of warrants issued by the
          Company substantially identical to the warrant filed as Exhibit 4.8.
          (incorporated herein by reference to Exhibit 4.10 of the Company's
          Report on Form 10-KSB for the fiscal year ended January 2, 2000)
4.10      Form of Warrant to Purchase Shares of Common Stock of the
          Company (GW-1) (incorporated herein by reference to Exhibit 4.11 of
          the Company's Report on Form 10-KSB for the fiscal year ended
          January 2, 2000)
4.11      Form of Warrant to Purchase Shares of Common Stock of the
          Company (GW-2) (incorporated herein by reference to Exhibit 4.12 of
          the Company's Report on Form 10-KSB for the fiscal year ended
          January 2, 2000)
4.12      Form of Warrant to Purchase Shares of Common Stock of the
          Company (MB-1) (incorporated herein by reference to Exhibit 4.5 of
          the Company's Report on Form 10-KSB for the fiscal year ended
          January 2, 2000)
4.13      Form of Warrant to Purchase Shares of Common Stock of the
          Company (GFP Series) (incorporated herein by reference to Exhibit
          4.13 of the Company's Report on Form 10-KSB for the fiscal year
          ended January 2, 2000)
4.14      Schedule identifying material details of warrants issued by the
          Company substantially identical to the warrant filed as Exhibit 4.13.
4.15      Warrant to Purchase Shares of Common Stock issued to Hillstreet
          Fund, L.P. (incorporated herein by reference to Exhibit 4.16 of the
          Company's Report on Form 10-KSB for the fiscal year ended January
          2, 2000)
4.16      Warrant to Purchase Shares of Common Stock issued to Andrew
          Baum (incorporated herein by reference to Exhibit 4.17 of the
          Company's Report on Form 10-KSB for the fiscal year ended January
          2, 2000 (the "1999 10-KSB")
4.17      Schedule identifying material details of warrants issued by the
          Company substantially identical to the warrant filed as Exhibit 4.16.
          (incorporated herein by reference to Exhibit 4.18 of the 1999 10-KSB)
4.18      Warrant to Purchase Shares of Common Stock Issued to Barry Gross
          (MCP-8)
4.19      Warrant to Purchase Shares of Common Stock Issued to Barry Gross
          (MCP-9)
4.20      Warrant to Purchase Shares of Common Stock Issued to Metropolitan
          Capital Partners, Inc. (MCP-12)
4.21      Warrant to Purchase Shares of Common Stock Issued to Metropolitan
          Capital Partners, Inc. (MCP-13)
4.22      Warrant to Purchase Shares of Common Stock Issued to Wayne L.
          Teidge (WT-1) (incorporated herein by reference to Exhibit 4.21 of the
          Company' Report on the 1999 10-KSB)
4.23      Warrant to Purchase Shares of Common Stock Issued to Hal Taylor
          (HT-1) (incorporated herein by reference to Exhibit 4.22 of the
          Company's Report on the 1999 10-KSB)
4.24      Warrant to Purchase Shares of Common Stock Issued to eBanker
          USA.com, Inc. (EB-1) (incorporated herein by reference to Exhibit
          4.23 of the Company's Report on the 1999 10-KSB)
4.25      Warrant to Purchase Shares of Common Stock Issued to American
          Fronteer Financial Corporaiton (EB-2) (incorporated herein by
          reference to Exhibit 4.24 of the 1999 10-KSB)
4.26      Form of Warrant to Purchase Shares of Common Stock issued to The
          Montgomery Fund (MF-1) (incorporated herein by reference to Exhibit
          4.1 to the Registrant's report on Form 10-QSB for the quarter ended
          April 2, 2000 (the "First Quarter 2000 10-QSB"))
4.27      Form of Warrant to Purchase Shares of Common Stock (99 Series)
          (incorporated herein by reference to Exhibit 4.1 to the Registrant's
          First Quarter 2000 10-QSB)
4.28      Schedule identifying material details of warrants issued by the
          Company substantially identical to the warrant filed as Exhibit 4.27
4.29      Warrant to Purchase Shares of Common Stock issued to Frank W.
          Terrizzi (FT-1) (incorporated herein by reference to Exhibit 4.4 to the
          Registrant's First Quarter 2000 10-QSB)
4.30      Form of Warrant to Purchase Shares of Common Stock (E Series)
          (incorporate herein by reference to Exhibit 4.5 to the Registrant's First
          Quarter 2000 10 QSB)
4.31      Schedule identifying material details of warrants issued by the
          Company substantially identical to the warrant filed as Exhibit 4.30.
4.32      Form of Warrant to Purchase Shares of Common Stock (2000
          Series)(incorporated herein by reference to Exhibit 4.7 to the
          Registrant's First Quarter 2000 10-QSB)
4.33      Schedule identifying material details of warrants issued by the
          Company substantially identical to the warrant filed as Exhibit 4.32
4.34      Form of Warrant to Purchase Shares of Common Stock of the
          Company (PP Series) (incorporated herein by reference to Exhibit 4.1
          to the Registrant's report on Form 10-QSB for the quarter ended July
          2, 2000 (the "Second Quarter 2000 10-QSB")).
4.35      Schedule identifying material details of warrants issued by
          theCompany substantially identical to the warrant filed as Exhibit 4.34
          (incorporated herein by reference to Exhibit 4.2 to the Registrant's
          Second Quarter 2000 10-QSB).
4.36      Form of Warrant to Purchase Shares of Common Stock of the
          Company issued to Black Brook Capital LLC (incorporated herein by
          reference to Exhibit 4.3 to the Registrant's Second Quarter 2000
          10-QSB).
4.37      Form of Warrant to Purchase Shares of Common Stock of the
          Company (SB Series)(incorporated herein by reference to Exhibit 4.4
          to the Registrant's Second Quarter 2000 10-QSB).
4.38      Schedule identifying material details of warrants issued by the
          Company substantially identical to the warrant filed as Exhibit 4.37
          (incorporated herein by reference to Exhibit 4.5 to the Registrant's
          Second Quarter 2000 10-QSB).
4.39      Form of Warrant to Purchase Shares of Common Stock of the
          Company issued to Fairview Partners. (incorporated herein by
          reference to Exhibit 4.6 to the Registrant's Second Quarter 2000
          10-QSB).
4.40      Form of Agents Warrant to Purchase Common Stock (issued in
          connection with a private placement. (incorporated herein by
          reference to Exhibit 4.7 to the Registrant's Second Quarter 2000
          10-QSB).
4.41      Schedule identifying material details of warrants issued by the
          Company substantially identical to the warrant filed as Exhibit 4.40.
          (incorporated herein by reference to Exhibit 4.8 to the Registrant's
          Second Quarter 2000 10-QSB).
4.42      Form of Warrant Agreement dated June 12, 2000 (issued to Investors
          in connection with a private placement) (incorporated herein by
          reference to Exhibit 4.9 to the Registrant's Second Quarter 2000
          10-QSB).
4.43      Schedule identifying material details of warrants issued by the
          Company substantially identical to the warrant filed as Exhibit 4.42
          (incorporated herein by reference to Exhibit 4.10 to the Registrant's
          Second Quarter 2000 10-QSB).
4.44      Form of Adjustable Warrant dated as of June 12, 2000 (issued to
          Thompson Kernahan & Co., Inc. on behalf of investors in connection
          with a private placement) (incorporated herein by reference to Exhibit
          4.11 to the Registrant's Second Quarter 2000 10-QSB).
4.45      Form of Warrant to Purchase Shares of Common Stock of the
          Company (R Series). (incorporated herein by reference to Exhibit 4.2
          to the Registrant's report on Form 10-QSB for the quarter ended
          October 1, 2000 (the "Third Quarter 2000 10-QSB").
4.46      Schedule identifying material details of warrants issued by the
          Company substantially identical to the warrant filed as Exhibit 4.45
          (incorporated herein by reference to Exhibit 4.3 to the Third Quarter
          2000 10-QSB).
4.47      Form of Warrant to Purchase Shares of Common Stock of the
          Company issued to Apache Bluffs (incorporated herein by reference to
          Exhibit 4.4 to the Third Quarter 2000 10-QSB).
4.48      Form of Warrant to Purchase Shares of Common Stock of the
          Company (RW Series) (incorporated herein by reference to Exhibit 4.5
          to the Third Quarter 2000 10-QSB).
4.49      Schedule identifying material details of warrants issued by the
          Company substantially identical to the warrant filed as Exhibit 4.48
          (incorporated herein by reference to Exhibit 4.6 to the Third Quarter
          2000 10-QSB).
4.50      Form of Warrant to Purchase Shares of Common Stock of the
          Company (I Series and RMR Series).
4.51      Schedule identifying material details of warrants issued by the
          Company substantially identical to the warrant filed as Exhibit 4.50.
4.52      Form of Warrant to Purchase 840,000 Shares of Common Stock of
          the Company (JBII).
4.53      Form of Warrant to Purchase Shares of Common Stock of the
          Company (GSI Series)
4.54      Schedule identifying material details of warrants issued by the
          Company substantially identical to the warrant filed as Exhibit 4.53
4.55      Amended and Restated Letter Agreement of Investment between
          Gulfstream Partners and PopMail.com, Inc., dated March 12, 2001.
4.56      Subscription Agreement made as of March 16, 2001, by and between
          PopMail.com, inc. and Goben Enterprises L.P.
10.1      Indenture of Lease dated November 9, 1994 between Phillip E.
          Stephens, Trustee and Kenwood Restaurant, Inc; First Amendment to
          Lease dated May 3, 1995 by and between Phillip E. Stephens, Trustee
          and Kenwood Restaurant, inc.; by Second Amendment to Lease
          dated          , 1996 between Phillip E. Stephens, Trustee and Kenwood
          Restaurant Limited Partnership; Second Amendment to Agreement
          dated October 18, 1996 between Phillip E. Stephens, Trustee and
          Kenwood Restaurant Limited Partnership; and Addendum to Second
          Amendment to Lease datedOctober 18, 1996 between Phillip E.
          Stephen, Trustee and KenwoodRestaurant Limited Partnership
          (Kenwood Restaurant) (incorporatedherein by reference to Exhibit
          10.1 to the 1997 SB-2).
10.2      Lease dated August 4, 1997 between Mall of America Company and
          Hotel Mexico, Inc. (Mall of America Restaurant) (incorporated herein
          by reference to Exhibit 10.2 to the 1997 SB-2).
10.3      1997 Stock Option and Compensation Plan (incorporated herein by
          reference to Exhibit 10.4 to the 1997 SB-2).
10.4      Employment Agreement between the Company and Ronald K. Fuller
          dated March 17, 1997 (incorporated herein by reference to Exhibit
          10.5 to the 1997 SB-2).
10.5      Amendment to 1997 Stock Option and Compensation Plan
          (incorporated herein by reference to Exhibit 10.6 to the 1997 SB-2).
10.6      Second Amendment to 1997 Stock Option and Compensation Plan
          (incorporated herein by reference to Exhibit 10.7 to the 1997 SB-2).
10.7      Third Amendment dated February 25, 1998 to the Company's 1997
          Stock Option and Compensation Plan (incorporated herein by
          reference to Exhibit 10.1 to the Registrant's Quarterly Report in Form
          10-QSB for the quarter ended June 28, 1998 (the "2-Q98 10-QSB")
10.8      1998 Director Stock Option Plan (incorporated herein by reference to
          Exhibit 10.2 to the 2Q98 10-QSB).
10.9      Shopping Center Lease dated May 12, 1998 between Denver
          Pavilions, L.P. and the Company (incorporated herein by reference to
          Exhibit 10 to the Company's current Report on Form 8-K filed on May
          27, 1998).
10.1      Open-End Leasehold Mortgage, Security Agreement and Assignment
          of Rents, Income and Proceeds made as of September 23, 1998 by
          the Company to The Provident Bank ("Provident")(incorporated herein
          by reference to Exhibit 10.1 to the Company's Quarterly Report on
          Form 10-QSB for the quarter ended September 27, 1998 (the
          "3Q98 10-QSB)).
10.11     Revolving Promissory Note Mortgage Loan dated September 23, 1998
          between the Company and Provident (incorporated herein by
          reference to Exhibit 10.2 to the 3Q98 10-QSB).
10.12     Security Agreement dated as of September 23, 1998 between the
          Company and Provident (incorporated herein by reference to Exhibit
          10.3 to the 3Q98 10-QSB).
10.13     Agreement Among Guarantors dated November 16, 1998 among
          Stephen D. King, Jerry L. Ruyan, Greg C. Mosher and the Company
          (incorporated herein by reference to Exhibit 10.18 to the Company's
          Annual Report on Form 10-KSB for the fiscal year needed 1/4/99
          (the "1998 10-KSB")).
10.14     Agreement Among Guarantors dated January 22, 1999 among
          Stephen D. King, Jerry L. Ruyan, Greg C. Mosher and the Company
          (incorporated hereby reference to Exhibit 10.19 to the 1998 10-KSB.)
10.15     Warrant No. PL-1 dated November 16, 1998 to purchase 40,000
          shares of common stock of the Company issued to Stephen D. King
          (incorporated hereby reference to Exhibit 10.19 to the 1998 10-KSB.)
10.16     Schedule identifying material details of other warrants issued by the
          Company substantially identical to the warrant filed as Exhibit 10.15.
          (incorporated herein by reference to Exhibit 10.16 to the 1999
          10-KSB).
10.17     Indemnification and Contribution Agreement dated March 3, 1999
          among Michael A. Bird, John E. Feltl, Stephen D. King, Timothy I.
          Maudlin, Wayne W. Mills and the Company (incorporated hereby
          reference to Exhibit 10.19 to the 1998 10-KSB.)
10.18     Promissory Note dated March 10, 1999 of the Company to
          BankWindsor (incorporated hereby reference to Exhibit 10.19 to the
          1998 10-KSB.)
10.19     Warrant No. BWL-1 dated March 3, 1999 to purchase 25,000 shares
          of common stock of the Company issued to Michael A. Bird
          (incorporated hereby reference to Exhibit 10.24 to the 1998 10-KSB.)
10.20     Schedule identifying material details of other warrants issued by the
          Company substantially identical to the warrant filed as Exhibit 10.24 to
          the 1998 10-KSB.
10.21     Warrant No. PL2-1 dated March 18, 1999 to purchase 150,000
          shares of common stock of the Company issued to Stephen D. King
          (incorporated herein by reference to Exhibit 10.26 to the Amendment
          to the 1998 10-KSB).
10.22     Common Stock Purchase Warrant to purchase 300,000 shares of
          Cafe Odyssey, Inc. dated as of May 14, 1999, issued to The Shaar
          Fund Ltd. (Incorporated hereby by reference to Exhibit 10.1 to the
          Registrant's Quarterly Report on Form 10-QSB for the quarter ended
          April 4, 1999).
10.23     Schedule identifying material details of additional warrants issued by
          the Company substantially identical to the warrant filed as Exhibit
          10.22 to the 1999 10-KSB.
10.24     Securities Purchase Agreement, dated as of May 14, 1999, between
          Cafe Odyssey, Inc., and The Shaar Fund Ltd. (Incorporated hereby by
          reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form
          10-QSB for the quarter ended April 4, 1999)
10.25     Indemnification Agreement between Cafe Odyssey, Inc. LegacyMaker,
          Inc. (Incorporated hereby by reference to Exhibit 10.1 to the
          Registrant's Form 8-K dated June 22, 1999 and filed on June 25,
          1999)
10.26     Agreement by and between Cafe Odyssey, Inc. and James L.
          Anderson (Incorporated hereby by reference to Exhibit 10.3 to the
          Registrant's Form 8-K dated June 22, 1999 and filed on June 25,
          1999)
10.27     Indemnification Agreement between popmail.com, Inc. and Stephen D.
          King (Incorporated hereby by reference to Exhibit 10.4 to the
          Registrant's Form 8-K dated June 22, 1999 and filed on June 25,
          1999)
10.28     Form of Warrant issued in connection with the Series C 8%
          Convertible Preferred Stock (Incorporated hereby by reference to
          Exhibit 10.1 to the Registrant's Form 8-K dated July 13, 1999 and
          filed on July 23, 1999)
10.29     Schedule identifying material details of additional warrants issued by
          the Company substantially identical to the warrant filed as Exhibit
          10.31 to the 1999 10-KSB.
10.30     Securities Purchase Agreement, dated July 13, 1999 between the
          Company and The Shaar Fund Ltd. (Incorporated hereby by reference
          to Exhibit 10.2 to the Registrant's Form 8-K dated July 13, 1999 and
          filed on July 23, 1999)
10.31     Securities Purchase Agreement, dated July 13, 1999 between the
          Registrant and The Shaar Fund Ltd. (Incorporated herein by reference
          to Exhibit 10.1 to the Registrant's Form 8-K dated September 1, 1999
          and filed on September 16, 1999)
10.32     Form of Warrant issued in connection with the Series D 8%
          Convertible Preferred Stock (Incorporated hereby by reference to
          Exhibit 10.2 to the Registrant's Form 8-K dated September 1, 1999
          and filed on September 16, 1999)
10.33     Schedule identifying material details of additional warrants issued by
          the Company substantially identical to the warrant filed as Exhibit
          10.32.
10.34     Loan Agreement by and between the Registrant and Fairview Partners
          dated as of August 24, 1999. (Incorporated hereby by reference to
          Exhibit 10.4 to the Registrant's Form 8-K dated September 1, 1999
          and filed on September 16, 1999)
10.35     Form of Senior Convertible Note dated August 24, 1999.
          (Incorporated hereby by reference to Exhibit 10.5 to the Registrant's
          Form 8-K dated September 1, 1999 and filed on September 16,
          1999)
10.36     Form of Warrant to Purchase Common Stock of the Registrant issued
          to Fairview Partners. (Incorporated hereby by reference to Exhibit
          10.6 to the Registrant's Form 8-K dated September 1, 1999 and filed
          on September 16, 1999)
10.37     Support Agreement dated as of August 24, 1999 among Stephen D.
          King, the Registrant and Fairview Partners. (Incorporated hereby by
          reference to Exhibit 10.7 to the Registrant's Form 8-K dated
          September 1, 1999 and filed on September 16, 1999)
10.38     First Deed of Trust, Security Agreement and Fixture Financing
          Statement dated as of August 24, 1999, between the Registrant and
          the Public Trustee of Denver County, Colorado. (Incorporated hereby
          by reference to Exhibit 10.8 to the Registrant's Form 8-K dated
          September 1, 1999 and filed on September 16, 1999).
10.39     Agreement Between Landlord and Lender dated as of August 24, 1999
          by Denver Pavilions, L.P. and the Registrant. (Incorporated hereby by
          reference to Exhibit 10.9 to the Registrant's Form 8-K dated
          September 1, 1999 and filed on September 16, 1999)
10.40     Escrow Agreement dated August 25, 1999, by and between Fairview
          Partners, the Registrant and Johnson Trust Company. (Incorporated
          hereby by reference to Exhibit 10.10 to the Registrant's Form 8-K
          dated September 1, 1999 and filed on September 16, 1999)
10.41     Registration Rights Agreement, dated January 21, 2000 between the
          Registrant and the stockholders of IZ.com, Incorporated.
          (incorporated herein by reference to Exhibit 10.1 of the Company's
          Current Report on Form 8-K filed on February 24, 2000)
10.42     Pledge Agreement dated December 3, 1999 between King Family
          Partners and the Company. (incorporated herein by reference to
          Exhibit 10.48 of the Company's Report on Form 10-KSB for the fiscal
          year ended January 2, 2000)
10.43     First Amendment to Pledge Agreement dated December 3, 1999
          dated March 28, 2000 between King Family Partners and the
          Company. (incorporated herein by reference to Exhibit 10.49 of the
          Company's Report on Form 10-KSB for the fiscal year ended January
          2, 2000)
10.44     Amended and Restated Promissory Note in the amount of $2,450,000
          dated December 3, 1999 of King Family Partners to the Company.
          (incorporated herein by reference to Exhibit 10.50 of the Company's
          Report on Form 10-KSB for the fiscal year ended January 2, 2000)
10.45     Promissory Note in the amount of the $245,000 dated March 30,
          2000 of King Family Partners to the Company. (incorporated herein by
          reference to Exhibit 10.51 of the Company's Report on Form 10-KSB
          for the fiscal year ended January 2, 2000)
10.46     Amendment to Employment Agreement dated July 27, 1999 by and
          between the Company and Ronald K. Fuller. (incorporated herein by
          reference to Exhibit 4.5 of the Company's Report on Form 10-KSB for
          the fiscal year ended January 2, 2000)
10.47     Promissory Note dated March 30, 2000 from King Family Partners, in
          favor of the Company. (incorporated herein by reference to Exhibit
          10.1 to the Registrant's Second Quarter 2000 10-QSB).
10.48     Management Agreement between Cafe Odyssey, LLC and H D Spirits,
          Inc. and Odyssey Restaurants, LLC dated May 2000. (incorporated
          herein by reference to Exhibit 10.2 to the Registrant's Second Quarter
          2000 10-QSB).
10.49     License and Credit Enhancement Agreement effective as of May 2000,
          between Cafe Odyssey, LLC and Odyssey Restaurants, LLC.
          (incorporated herein by reference to Exhibit 10.3 to the Registrant's
          Second Quarter 2000 10-QSB).
10.50     Amendment to Stock Purchase Agreement dated as of October 11,
          2000 by and among PopMail.com, inc., Fan Asylum, Inc. and Tim
          McQuaid (incorporated herein by reference to Exhibit 10.1 to the Third
          Quarter 2000 10-QSB).
10.51     Stock Purchase Agreement dated June 7, 2000 by and among
          CraftClick.com, Inc. and PopMail.com, inc. (incorporated herein by
          reference to Exhibit 10.2 to the Third Quarter 2000 10-QSB).
10.52     Stock Purchase Agreement by and between Netcalendar, Inc. and
          PopMail.com, Inc. dated August 2000.
10.53     Security Agreement made as of December 8, 2000 by and between
          JBII Corporation and PopMail.com, Inc.
10.54     Secured Promissory Note, made by JBII Corp. and payable to
          PopMail.com, Inc., dated December 8, 2000.
10.55     IZ.com Asset Purchase Agreement, dated December 8, 2000,
          between JBII Corp. (buyer) and PopMail.com, Inc. (seller)
10.56     Loan Agreement, dated December 1, 2000, by and among GSI
          Ventures, LLC, PopMail.com, Inc, SDK Investments, Inc., PopMail
          Networks, Inc., Fan Asylum, Inc., and Cafe Odyssey, LLC.
10.57     Amendment No. 1, dated December 8, 2000, to that certain Loan
          Agreement by and among GSI Ventures, LLC, PopMail.com, inc., SDK
          Investments, Inc., PopMail Network, Fan Asylum, Inc., and Cafe
          Odyssey, LLC, dated December 1, 2000.
10.58     Form of Convertible Promissory Note, due January 5, 2002, made by
          PopMail.com, Inc. to GSI Ventures, LLC
10.59     Schedule identifying material details of Convertible Promissory Notes
          issued by the Company substantially identical to the note filed as
          Exhibit 10.58.
10.60     Loan Agreement, dated December 21, 2000, by and among The
          Shaar Fund, Ltd., LLC, PopMail.com, Inc, SDK Investments, Inc.,
          PopMail Networks, Inc., Fan Asylum, Inc., and Cafe Odyssey, LLC.
10.61     Form of Convertible Promissory Note, due January 5, 2002, made by
          PopMail.com, Inc. to The Shaar Fund, Ltd., dated December 21, 2000.
10.62     Amendment No. 2, dated February 8, 2001, to that certain Loan
          Agreement by and among GSI Ventures, LLC, PopMail.com, inc., SDK
          Investments, Inc., PopMail Network, Fan Asylum, Inc., and Cafe
          Odyssey, LLC, dated December 1, 2000 and amended December 8, 2000
10.63     Stock Purchase Agreement between Tim McQuaid and PopMail.com,
          Inc. dated February 14, 2001
10.64     Promissory Note dated March 2, 2001 payable to The Shaar Fund Ltd.
10.65     Promissory Note dated March 13, 2001 payable to The Shaar Fund
          Ltd.
10.66     Intercreditor and Subordination Agreement, dated March 2001, by and
          between GSI Ventures, LLC, The Shaar Fund Ltd., Great Western
          Business Services, Inc. and Fairview Partners

21        Subsidiaries

23.1      Consent of Grant Thornton, LLP

(B) REPORTS ON FORM 8-K

On December 28, 2000, the Company filed a report on Form 8-K under Items 5 and 7 relating to the sale of the assets of its IZ.com and other matters.

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

POPMAIL.COM, INC.

("Registrant")

Dated: April 2, 2001 By: /s/ Stephen J. Spohn

Stephen J. Spohn

Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed on April 2, 2001 by the following persons on behalf of the Registrant, in the capacities indicated.

SIGNATURE TITLE

/s/ Stephen J. Spohn Chief Financial Officer

Stephen J. Spohn (Principal Financial and Accounting Officer)

/s/ Thomas W. Orr Director

Thomas W. Orr

/s/ Henry Fong Director

Henry Fong

EX-21.1

Exhibit 21

Subsidiaries

Popmail Network, Inc.

Cafe Odyssey, LLC

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We have issued our report dated March 23, 2001, accompanying the consolidated financial statements included in the Annual Report of PopMail.com, inc. on Form 10-KSB for the year ended December 31, 2000. We hereby consent to the incorporation by reference of said report in the Registration Statements of PopMail.com, inc. on Forms S-3 (File No. 333-93317, File No. 333-96109, File No. 333-32232, File No. 333-40694, File No. 333-43774, and File No. 333-46468) and on Forms S-8 (File No. 333-41966 and File No. 333-47738).

/s/ GRANT THORNTON LLP

Minneapolis, Minnesota
March 29, 2001

EX-4.5

FY2000 10K Ex4.5

EX-4.14

Exhibit 4.14

SCHEDULE OF WARRANTS ISSUED AND OUTSTANDING

(GFP SERIES AND BCP SERIES)

Date of					Warrant		Number of 	Exercise Price
Issuance		Name of Warrant Recipient		Number		Shares	Expiration Date

12/2/99		Gulfstream Financial Partners	GFP-14(2)		50,000	Exercise price $15.00
								Expires 12/2/04

12/1/99		Henry Fong, Jr.		GFP-15a	  	5,000	Exercise price $16.25
								Expires 12/1/04

12/1/99		Lauren Fong			GFP-15b	  	5,000	Exercise price $16.25
								Expires 12/1/04

12/1/99		Benjamin Private School		GFP-15c	  	5,000	Exercise price $16.25
								Expires 12/1/04

12/1/99		Barry Hollander		GFP-15d	  	5,000	Exercise price $16.25
								Expires 12/1/04

12/1/99		Gulfstream Financial Partners	GFP-15e		15,000	Exercise price $16.25
								Expires 12/1/04




















EX-4.18
6
exh418.htm
EXHIBIT










Exhibit 4.18


The Warrant and the securities issuable upon exercise of this Warrant (the
"Securities") have not been registered under the Securities Act of
1933 (the "Securities Act") or under any state securities or Blue Sky
laws ("Blue Sky Laws").  No transfer, sale, assignment, pledge,
hypothecation or other disposition of this Warrant or the Securities or any
interest therein may be made except (a) pursuant to an effective registration
statement under the Securities Act and any applicable Blue Sky Laws or (b) if
the Company has been furnished with both an opinion of counsel for the holder,
which opinion and counsel shall be reasonably satisfactory to the Company, to
the effect that no registration is required because of the availability of an
exemption from registration under the Securities Act and applicable Blue Sky
Laws, and assurances that the transfer, sale, assignment, pledge, hypothecation
or other disposition will be made only in compliance with the conditions of any
such registration or exemption.

WARRANT TO PURCHASE SHARES OF COMMON STOCK
OF POPMAIL.COM, INC.

Warrant No. MCP-8							          		
Irving, Texas
May 22, 2000

	This certifies that, for value received, BARRY GROSS, or
his successors or assigns ("Holder") is entitled to purchase from
PopMail.com, inc. (the "Company") Eighty Thousand (80,000) fully paid
and nonassessable shares (the "Shares") of the Company's Common Stock,
$.01 par value (the "Common Stock"), at any time during the period
(the "Warrant Exercise Period") and at the exercise prices (the
"Exercise Prices") set forth in Section 1, subject to adjustment as
herein provided. 



This Warrant is subject to the following provisions, terms and
conditions:







Vesting of Warrant Shares. Holder's rights to
purchase the Shares under this Warrant are exercisable only to the extent that
all, or any portion thereof, has vested in the Holder. The Warrant shall vest in
three lots, as provided below, until fully vested:







	Lot 1. Warrants to purchase 30,000 Shares
at an Exercise Price of $1.62 per Share shall vest immediately.

	Lot 2. Warrants to purchase 30,000 Shares at
an Exercise Price of $4.00 per Share shall vest immediately.

	Lot 3.  Warrants to purchase 20,000 Shares at
an Exercise Price of $5.00 per Share shall vest when the closing price per share
of the Company's Common Stock is at or above $5.00 for ten (10) consecutive
trading days.










Notwithstanding anything to the contrary contained herein, if the lots
described in subsections (a), (b) and (c), above, have not vested by July 31,
2000, then all rights with respect to such lots shall lapse. To the extent
vested, this Warrant may be exercised, in part or in full, at any time prior to
October 12, 2004.



2.	Exercise of Warrant.  

a.	Exercise for Cash.  The rights represented by this Warrant
may be exercised by the Holder, in whole or in part (but not as to a fractional
share of Common Stock), by the surrender of this Warrant (properly endorsed, if
required, at the Company's principal office in Irving, Texas, or such other
office or agency of the Company as the Company may designate by notice in
writing to the Holder at the address of such Holder appearing on the books of
the Company at any time within the period above named), and upon payment to it
by certified check, bank draft or cash of the purchase price for such Shares.
The Company agrees that the Shares so purchased shall have and are deemed to be
issued to the Holder as the record owner of such Shares as of the close of
business on the date on which this Warrant shall have been surrendered and
payment made for such Shares as aforesaid.  Certificates for the Shares of
Common Stock so purchased shall be delivered to the Holder within a reasonable
time, not exceeding ten (10) days, after the rights represented by this Warrant
shall have been so exercised, and, unless this Warrant has expired, a new
Warrant representing the number of Shares, if any, with respect to which this
Warrant shall not then have been exercised shall also be delivered to the Holder
within such time.  The Company may require that any such new Warrant or any
certificate for Shares purchased upon the exercise hereof bear a legend
substantially similar to that which is contained on the face of this
Warrant.
b.	Cashless Exercise.  Upon receipt of a notice of cashless
exercise, the Company shall deliver to the Holder (without payment by the Holder
of any exercise price) that number of Shares that is equal to the quotient
obtained by dividing (x) the value of the Warrant on the date that the Warrant
shall have been surrendered (determined by subtracting the aggregate exercise
price for the Shares in effect on the Exercise Date from the aggregate Fair
Market Value (hereinafter defined) for the Shares by (y) the Fair Market Value
of one share of Common Stock.  A notice of Acashless exercise@ shall state the
number of Shares as to which the Warrant is being exercised.  AFair Market
Value@ for purposes of this Section (b) shall mean the average of the Common
Stock closing prices reported by the principal exchange on which the Common
Stock is traded, or the last sale prices as reported by the National Association
of Securities Dealers, Inc. Automated Quotation System (ANasdaq@) National
Market or SmallCap Market, as the case may be, for the ten (10) business days
immediately preceding the Exercise Date or, in the event no public market shall
exist for the Common Stock at the time of such cashless exercise, Fair Market
Value shall mean the fair market value of the Common Stock as the same shall be
determined in the good faith discretion of the Board of Directors, after full
consideration of all factors then deemed relevant by such Board in establishing
such value, including by way of illustration and not limitation, the per share
purchase price of Common Stock or per security convertible into one share of
Common Stock of the most recent sale of shares of Common Stock or securities
convertible into Common Stock by the Company after the date hereof all as
evidenced by the vote of a majority of the directors then in office. 


2.	Transferability of this Warrant.  This Warrant
is issued upon the following terms, to which each Holder consents and
agrees:






	Until this Warrant is transferred on the books of the
Company, the Company will treat the Holder of this Warrant registered as such on
the books of the Company as the absolute owner hereof for all purposes without
being affected by any notice to the contrary.










This Warrant may not be exercised, and this Warrant and
the Shares underlying this Warrant shall not be transferable, except in
compliance with all applicable state and federal securities laws, regulations
and orders, and with all other applicable laws, regulations and
orders.	
Prior to making any disposition of this Warrant or of any
of the Shares underlying this Warrant, the Holder will give written notice to
the Company describing the manner of any such proposed disposition.  The Warrant
may not be transferred, and the Shares may not be transferred, without the
Holder obtaining an opinion of counsel satisfactory in form and substance to the
Company's counsel stating that the proposed transaction will not result in a
prohibited transaction under the Securities Act of 1933, as amended
("Securities Act"), and applicable Blue Sky laws.  By accepting this
Warrant, the Holder agrees to act in accordance with any conditions reasonably
imposed on such transfer by such opinion of counsel.
Neither this issuance of this Warrant nor the issuance of
the Shares underlying this Warrant have been registered under the Securities
Act.








Certain Covenants of the Company.  The Company
covenants and agrees that all Shares which may be issued upon the exercise of
the rights represented by this Warrant, upon issuance and full payment for the
Shares so purchased, will be duly authorized and issued, fully paid and
nonassessable and free from all taxes, liens and charges with respect to the
issue hereof, except those that may be created by or imposed upon the Holder or
its property, and without limiting the generality of the foregoing, the Company
covenants and agrees that it will from time to time take all such actions as may
be requisite to assure that the par value per share of the Common Stock is at
all times equal to or less than the effective purchase price per share of the
Common Stock issuable pursuant to this Warrant.  The Company further covenants
and agrees that during the period within which the rights represented by this
Warrant may be exercised, the Company will at all times have authorized and
reserved free of preemptive or other rights for the exclusive purpose of issue
upon exercise of the purchase rights evidenced by this Warrant, a sufficient
number of shares of its Common Stock to provide for the exercise of the rights
represented by this Warrant.
Adjustment of Exercise Price and Number of Shares.
The Exercise Price and number of Shares are subject to the following
adjustments:









	Adjustment of Exercise Price for Stock Dividend,
Stock Split or Stock Combination.   In the event that (i) any dividends on
any class of stock of the Company payable in Common Stock or securities
convertible into or exercisable for Common Stock ("Common Stock
Equivalents") shall be paid by the Company, (ii) the Company shall
subdivide its then outstanding shares of Common Stock into a greater number of
shares, or (iii) the Company shall combine its outstanding shares of Common
Stock, by reclassification or otherwise, then, in any such event, the Exercise
Price in effect immediately prior to such event shall (until adjusted again
pursuant hereto) be adjusted immediately after such event to a price (calculated
to the nearest full cent) determined by dividing (a) the number of shares of
Common Stock outstanding immediately prior to such event, multiplied by the then
existing Exercise Price, by (b) the total number of shares of Common Stock
outstanding immediately after such event, and the resulting quotient shall be
the adjusted Exercise Price per share.  No adjustment of the Exercise Price
shall be made if the amount of such adjustment shall be less than $.05 per
share, but in such case any adjustment that would otherwise be required then to
be made shall be carried forward and shall be made at the time and together with
the next subsequent adjustment which, together with any adjustment or
adjustments so carried forward, shall amount to not less than $.05 per
share.
	Adjustment of Number of Shares Purchasable on
Exercise of Warrants.  Upon each adjustment of the Exercise Price pursuant
to this Section, the Holder shall thereafter (until another such adjustment) be
entitled to purchase at the adjusted Exercise Price the number of shares,
calculated to the nearest full share, obtained by multiplying the number of
shares specified in such Warrant (as adjusted as a result of all adjustments in
the Exercise Price in effect prior to such adjustment) by the Exercise Price in
effect prior to such adjustment and dividing the product so obtained by the
adjusted Exercise Price.
	Notice as to Adjustment.  Upon any adjustment
of the Exercise Price and any increase or decrease in the number of shares of
Common Stock purchasable upon the exercise of the Warrant, then, and in each
such case, the Company within thirty (30) days thereafter shall give written
notice thereof, by first class mail, postage prepaid, addressed to each Holder
as shown on the books of the Company, which notice shall state the adjusted
Exercise Price and the increased or decreased number of shares purchasable upon
the exercise of the Warrants, and shall set forth in reasonable detail the
method of calculation and the facts upon which such calculation is
based.
	Effect of Reorganization, Reclassification,
Merger, etc.  If at any time while any Warrant is outstanding there should
be any capital reorganization of the capital stock of the Company (other than
the issuance of any shares of Common Stock in subdivision of outstanding shares
of Common Stock by reclassification or otherwise and other than a combination of
shares provided for in Section 4(a) hereof), or any consolidation or merger of
the Company with another corporation, or any sale, conveyance, lease or other
transfer by the Company of all or substantially all of its property to any other
corporation, which is effected in such a manner that the holders of Common Stock
shall be entitled to receive cash, stock, securities, or assets with respect to
or in exchange for Common Stock, then, as a part of such transaction, lawful
provision shall be made so that each Holder shall have the right thereafter to
receive, upon the exercise hereof, the number of shares of stock or other
securities or property of the Company, or of the successor corporation resulting
from such consolidation or merger, or of the corporation to which the property
of the Company has been sold, conveyed, leased or otherwise transferred, as the
case may be, which the Holder would have been entitled to receive upon such
capital reorganization, reclassification of capital stock, consolidation,
merger, sale, conveyance, lease or other transfer, if such Warrant had been
exercised immediately prior to such capital reorganization, reclassification of
capital stock, consolidation, merger, sale, conveyance, lease or other transfer.
In any such case, appropriate adjustments (as determined by the Board of
Directors of the Company) shall be made in the application of the provisions set
forth in this Warrant (including the adjustment of the Exercise Price and the
number of Shares issuable upon the exercise of the Warrants) to the end that the
provisions set forth herein shall thereafter be applicable, as near as
reasonably may be, in relation to any shares or other property thereafter
deliverable upon the exercise of the Warrants as if the Warrants had been
exercised immediately prior to such capital reorganization, reclassification of
capital stock, such consolidation, merger, sale, conveyance, lease or other
transfer and the Warrant Holders had carried out the terms of the exchange as
provided for by such capital reorganization, consolidation or merger.  The
Company shall not effect any such capital reorganization, consolidation, merger
or transfer unless, upon or prior to the consummation thereof, the successor
corporation or the corporation to which the property of the Company has been
sold, conveyed, leased or otherwise transferred shall assume by written
instrument the obligation to deliver to each Holder such shares of stock,
securities, cash or property as in accordance with the foregoing provisions such
Holder shall be entitled to purchase.








No Rights as Stockholders.  This Warrant shall not
entitle the Holder as such to any voting rights or other rights as a stockholder
of the Company.

Governing Law.  This Warrant shall be governed by
and construed in accordance with the laws of the State of Minnesota.

Amendments and Waivers.  The provisions of this
Warrant may not be amended, modified or supplemented, and waiver or consents to
departures from the provisions hereof may not be given, unless the Company
agrees in writing and has obtained the written consent of the
Holders.



Notices.  All notices or communications hereunder, except as herein
otherwise specifically provided, shall be in writing and if sent to the Holder
shall be mailed, delivered, or telefaxed and confirmed to the Holder at his or
her address set forth on the records of the Company; or if sent to the Company
shall be mailed, delivered, or telefaxed and confirmed to PopMail.com, inc.,
Suite 350, 1333 Corporate Drive, Dallas, TX 75038 or to such other address as
the Company or the Holder shall notify the other as provided in this
Section.



	IN WITNESS WHEREOF, PopMail.com, inc. has caused this Warrant to be
signed by its duly authorized officer in the date set forth above.











							PopMail.com, inc.



							By:______________________________
								Its:______________________________












SUBSCRIPTION FORM

	To be signed only upon exercise of Warrant.

	The undersigned, the holder of the within Warrant, hereby irrevocably
elects to exercise the purchase right represented by such Warrant for, and to
purchase thereunder, ____________________ of the shares of Common Stock of
PopMail.com, inc. (the "Shares")  to which such Warrant relates and
herewith makes payment of $_____________ therefor in cash, certified check or
bank draft and requests that a certificate evidencing the Shares be delivered
to, _____________________________, the address for whom is set forth below the
signature of the undersigned:

Dated: ____________________


						_____________________________________________	<
/P>
						[Signature]		______________________________
___________________
						[Printed]
					_________________________________________________		
				_________________________________________________
						[Address]



ASSIGNMENT FORM

	To be signed only upon authorized transfer of Warrant.

	FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers
unto _____________________________________ the right to purchase shares of
Common Stock of PopMail.com, inc. to which the within Warrant relates and
appoints ____________________ attorney, to transfer said right on the books of
_________________ with full power of substitution in the premises.

Dated: ____________________
						_____________________________________________	<
/P>
						[Signature]

	_________________________________________________
						[Printed]
					_________________________________________________		
		_________________________________________________
					[Address]


EX-4.19
7
exh419.htm
EXHIBIT












Exhibit 4.19


The Warrant and the securities issuable upon exercise of this Warrant (the
"Securities") have not been registered under the Securities Act of
1933 (the "Securities Act") or under any state securities or Blue Sky
laws ("Blue Sky Laws").  No transfer, sale, assignment, pledge,
hypothecation or other disposition of this Warrant or the Securities or any
interest therein may be made except (a) pursuant to an effective registration
statement under the Securities Act and any applicable Blue Sky Laws or (b) if
the Company has been furnished with both an opinion of counsel for the holder,
which opinion and counsel shall be reasonably satisfactory to the Company, to
the effect that no registration is required because of the availability of an
exemption from registration under the Securities Act and applicable Blue Sky
Laws, and assurances that the transfer, sale, assignment, pledge, hypothecation
or other disposition will be made only in compliance with the conditions of any
such registration or exemption.

WARRANT TO PURCHASE SHARES OF COMMON STOCK
OF POPMAIL.COM, INC.

Warrant No. MCP-9							
		Irving, Texas
May 22, 2000

This certifies that, for value received, BARRY GROSS, or his
successors or assigns (AHolder@) is entitled to purchase from PopMail.com, inc.
(the "Company") Fifty Thousand (50,000) fully paid and nonassessable
shares (the "Shares") of the Company's Common Stock, $.01 par value
(the "Common Stock") at any time and from time to time from the date
hereof until December 1, 2004, at an exercise price of $2.00 per share (the
"Exercise Price"), subject to adjustment as herein provided.

This Warrant is subject to the following provisions, terms
and conditions:

1.	Exercise of Warrant.  
a.	Exercise for Cash.  The rights represented by this Warrant
may be exercised by the Holder, in whole or in part (but not as to a fractional
share of Common Stock), by the surrender of this Warrant (properly endorsed, if
required, at the Company's principal office in Irving, Texas, or such other
office or agency of the Company as the Company may designate by notice in
writing to the Holder at the address of such Holder appearing on the books of
the Company at any time within the period above named), and upon payment to it
by certified check, bank draft or cash of the purchase price for such Shares.
The Company agrees that the Shares so purchased shall have and are deemed to be
issued to the Holder as the record owner of such Shares as of the close of
business on the date on which this Warrant shall have been surrendered and
payment made for such Shares as aforesaid.  Certificates for the Shares of
Common Stock so purchased shall be delivered to the Holder within a reasonable
time, not exceeding ten (10) days, after the rights represented by this Warrant
shall have been so exercised, and, unless this Warrant has expired, a new
Warrant representing the number of Shares, if any, with respect to which this
Warrant shall not then have been exercised shall also be delivered to the Holder
within such time.  The Company may require that any such new Warrant or any
certificate for Shares purchased upon the exercise hereof bear a legend
substantially similar to that which is contained on the face of this
Warrant.
b.	Cashless Exercise.  Upon receipt of a notice of cashless
exercise, the Company shall deliver to the Holder (without payment by the Holder
of any exercise price) that number of Shares that is equal to the quotient
obtained by dividing (x) the value of the Warrant on the date that the Warrant
shall have been surrendered (determined by subtracting the aggregate exercise
price for the Shares in effect on the Exercise Date from the aggregate Fair
Market Value (hereinafter defined) for the Shares by (y) the Fair Market Value
of one share of Common Stock.  A notice of Acashless exercise@ shall state the
number of Shares as to which the Warrant is being exercised.  AFair Market
Value@ for purposes of this Section (b) shall mean the average of the Common
Stock closing prices reported by the principal exchange on which the Common
Stock is traded, or the last sale prices as reported by the National Association
of Securities Dealers, Inc. Automated Quotation System (ANasdaq@) National
Market or SmallCap Market, as the case may be, for the ten (10) business days
immediately preceding the Exercise Date or, in the event no public market shall
exist for the Common Stock at the time of such cashless exercise, Fair Market
Value shall mean the fair market value of the Common Stock as the same shall be
determined in the good faith discretion of the Board of Directors, after full
consideration of all factors then deemed relevant by such Board in establishing
such value, including by way of illustration and not limitation, the per share
purchase price of Common Stock or per security convertible into one share of
Common Stock of the most recent sale of shares of Common Stock or securities
convertible into Common Stock by the Company after the date hereof all as
evidenced by the vote of a majority of the directors then in office. 


2.	Transferability of this Warrant.  This Warrant
is issued upon the following terms, to which each Holder consents and
agrees:






	Until this Warrant is transferred on the books of the
Company, the Company will treat the Holder of this Warrant registered as such on
the books of the Company as the absolute owner hereof for all purposes without
being affected by any notice to the contrary.










This Warrant may not be exercised, and this Warrant and
the Shares underlying this Warrant shall not be transferable, except in
compliance with all applicable state and federal securities laws, regulations
and orders, and with all other applicable laws, regulations and
orders.	
Prior to making any disposition of this Warrant or of any
of the Shares underlying this Warrant, the Holder will give written notice to
the Company describing the manner of any such proposed disposition.  The Warrant
may not be transferred, and the Shares may not be transferred, without the
Holder obtaining an opinion of counsel satisfactory in form and substance to the
Company's counsel stating that the proposed transaction will not result in a
prohibited transaction under the Securities Act of 1933, as amended
("Securities Act"), and applicable Blue Sky laws.  By accepting this
Warrant, the Holder agrees to act in accordance with any conditions reasonably
imposed on such transfer by such opinion of counsel.
Neither this issuance of this Warrant nor the issuance of
the Shares underlying this Warrant have been registered under the Securities
Act.








Certain Covenants of the Company.  The Company
covenants and agrees that all Shares which may be issued upon the exercise of
the rights represented by this Warrant, upon issuance and full payment for the
Shares so purchased, will be duly authorized and issued, fully paid and
nonassessable and free from all taxes, liens and charges with respect to the
issue hereof, except those that may be created by or imposed upon the Holder or
its property, and without limiting the generality of the foregoing, the Company
covenants and agrees that it will from time to time take all such actions as may
be requisite to assure that the par value per share of the Common Stock is at
all times equal to or less than the effective purchase price per share of the
Common Stock issuable pursuant to this Warrant.  The Company further covenants
and agrees that during the period within which the rights represented by this
Warrant may be exercised, the Company will at all times have authorized and
reserved free of preemptive or other rights for the exclusive purpose of issue
upon exercise of the purchase rights evidenced by this Warrant, a sufficient
number of shares of its Common Stock to provide for the exercise of the rights
represented by this Warrant.
Adjustment of Exercise Price and Number of Shares.
The Exercise Price and number of Shares are subject to the following
adjustments:









	Adjustment of Exercise Price for Stock Dividend,
Stock Split or Stock Combination.   In the event that (i) any dividends on
any class of stock of the Company payable in Common Stock or securities
convertible into or exercisable for Common Stock ("Common Stock
Equivalents") shall be paid by the Company, (ii) the Company shall
subdivide its then outstanding shares of Common Stock into a greater number of
shares, or (iii) the Company shall combine its outstanding shares of Common
Stock, by reclassification or otherwise, then, in any such event, the Exercise
Price in effect immediately prior to such event shall (until adjusted again
pursuant hereto) be adjusted immediately after such event to a price (calculated
to the nearest full cent) determined by dividing (a) the number of shares of
Common Stock outstanding immediately prior to such event, multiplied by the then
existing Exercise Price, by (b) the total number of shares of Common Stock
outstanding immediately after such event, and the resulting quotient shall be
the adjusted Exercise Price per share.  No adjustment of the Exercise Price
shall be made if the amount of such adjustment shall be less than $.05 per
share, but in such case any adjustment that would otherwise be required then to
be made shall be carried forward and shall be made at the time and together with
the next subsequent adjustment which, together with any adjustment or
adjustments so carried forward, shall amount to not less than $.05 per
share.
	Adjustment of Number of Shares Purchasable on
Exercise of Warrants.  Upon each adjustment of the Exercise Price pursuant
to this Section, the Holder shall thereafter (until another such adjustment) be
entitled to purchase at the adjusted Exercise Price the number of shares,
calculated to the nearest full share, obtained by multiplying the number of
shares specified in such Warrant (as adjusted as a result of all adjustments in
the Exercise Price in effect prior to such adjustment) by the Exercise Price in
effect prior to such adjustment and dividing the product so obtained by the
adjusted Exercise Price.
	Notice as to Adjustment.  Upon any adjustment
of the Exercise Price and any increase or decrease in the number of shares of
Common Stock purchasable upon the exercise of the Warrant, then, and in each
such case, the Company within thirty (30) days thereafter shall give written
notice thereof, by first class mail, postage prepaid, addressed to each Holder
as shown on the books of the Company, which notice shall state the adjusted
Exercise Price and the increased or decreased number of shares purchasable upon
the exercise of the Warrants, and shall set forth in reasonable detail the
method of calculation and the facts upon which such calculation is
based.
	Effect of Reorganization, Reclassification,
Merger, etc.  If at any time while any Warrant is outstanding there should
be any capital reorganization of the capital stock of the Company (other than
the issuance of any shares of Common Stock in subdivision of outstanding shares
of Common Stock by reclassification or otherwise and other than a combination of
shares provided for in Section 4(a) hereof), or any consolidation or merger of
the Company with another corporation, or any sale, conveyance, lease or other
transfer by the Company of all or substantially all of its property to any other
corporation, which is effected in such a manner that the holders of Common Stock
shall be entitled to receive cash, stock, securities, or assets with respect to
or in exchange for Common Stock, then, as a part of such transaction, lawful
provision shall be made so that each Holder shall have the right thereafter to
receive, upon the exercise hereof, the number of shares of stock or other
securities or property of the Company, or of the successor corporation resulting
from such consolidation or merger, or of the corporation to which the property
of the Company has been sold, conveyed, leased or otherwise transferred, as the
case may be, which the Holder would have been entitled to receive upon such
capital reorganization, reclassification of capital stock, consolidation,
merger, sale, conveyance, lease or other transfer, if such Warrant had been
exercised immediately prior to such capital reorganization, reclassification of
capital stock, consolidation, merger, sale, conveyance, lease or other transfer.
In any such case, appropriate adjustments (as determined by the Board of
Directors of the Company) shall be made in the application of the provisions set
forth in this Warrant (including the adjustment of the Exercise Price and the
number of Shares issuable upon the exercise of the Warrants) to the end that the
provisions set forth herein shall thereafter be applicable, as near as
reasonably may be, in relation to any shares or other property thereafter
deliverable upon the exercise of the Warrants as if the Warrants had been
exercised immediately prior to such capital reorganization, reclassification of
capital stock, such consolidation, merger, sale, conveyance, lease or other
transfer and the Warrant Holders had carried out the terms of the exchange as
provided for by such capital reorganization, consolidation or merger.  The
Company shall not effect any such capital reorganization, consolidation, merger
or transfer unless, upon or prior to the consummation thereof, the successor
corporation or the corporation to which the property of the Company has been
sold, conveyed, leased or otherwise transferred shall assume by written
instrument the obligation to deliver to each Holder such shares of stock,
securities, cash or property as in accordance with the foregoing provisions such
Holder shall be entitled to purchase.








No Rights as Stockholders.  This Warrant shall not
entitle the Holder as such to any voting rights or other rights as a stockholder
of the Company.

Governing Law.  This Warrant shall be governed by
and construed in accordance with the laws of the State of Minnesota.

Amendments and Waivers.  The provisions of this
Warrant may not be amended, modified or supplemented, and waiver or consents to
departures from the provisions hereof may not be given, unless the Company
agrees in writing and has obtained the written consent of the Holders.



Notices.  All notices or communications hereunder,
except as herein otherwise specifically provided, shall be in writing and if
sent to the Holder shall be mailed, delivered, or telefaxed and confirmed to the
Holder at his or her address set forth on the records of the Company; or if sent
to the Company shall be mailed, delivered, or telefaxed and confirmed to
PopMail.com, inc., Suite 350, 1333 Corporate Drive, Dallas, TX 75038  or to such
other address as the Company or the Holder shall notify the other as provided in
this Section.






	IN WITNESS WHEREOF, PopMail.com, inc. has caused this Warrant to be
signed by its duly authorized officer in the date set forth above.











							PopMail.com, inc.



							By:______________________________
							Its:______________________________












SUBSCRIPTION FORM

	To be signed only upon exercise of Warrant.

	The undersigned, the holder of the within Warrant, hereby irrevocably
elects to exercise the purchase right represented by such Warrant for, and to
purchase thereunder, ____________________ of the shares of Common Stock of
PopMail.com, inc. (the "Shares")  to which such Warrant relates and
herewith makes payment of $_____________ therefor in cash, certified check or
bank draft and requests that a certificate evidencing the Shares be delivered
to, _____________________________, the address for whom is set forth below the
signature of the undersigned:

Dated: ____________________
						_____________________________________________	<
/P>
						[Signature]
							_________________________________________________

						[Printed]
				_________________________________________________			
	_________________________________________________
						[Address]


ASSIGNMENT FORM

	To be signed only upon authorized transfer of Warrant.

	FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers
unto _____________________________________ the right to purchase shares of
Common Stock of PopMail.com, inc. to which the within Warrant relates and
appoints ____________________ attorney, to transfer said right on the books of
_________________ with full power of substitution in the premises.

Dated: ____________________
						_____________________________________________	<
/P>
						[Signature]				______________________
___________________________
						[Printed]
	______________________________________________					_______
__________________________________________
					[Address]




















EX-4.20
8
exh420.htm
EXHIBIT












Exhibit 4.20



The Warrant and the securities issuable upon exercise of this Warrant (the
"Securities") have not been registered under the Securities Act of
1933 (the "Securities Act") or under any state securities or Blue Sky
laws ("Blue Sky Laws").  No transfer, sale, assignment, pledge,
hypothecation or other disposition of this Warrant or the Securities or any
interest therein may be made except (a) pursuant to an effective registration
statement under the Securities Act and any applicable Blue Sky Laws or (b) if
the Company has been furnished with both an opinion of counsel for the holder,
which opinion and counsel shall be reasonably satisfactory to the Company, to
the effect that no registration is required because of the availability of an
exemption from registration under the Securities Act and applicable Blue Sky
Laws, and assurances that the transfer, sale, assignment, pledge, hypothecation
or other disposition will be made only in compliance with the conditions of any
such registration or exemption.

WARRANT TO PURCHASE SHARES OF COMMON STOCK
OF POPMAIL.COM, INC.

Warrant No. MCP-12									   Dallas,
Texas
November 14, 2000

This certifies that, for value received, METROPOLITAN CAPITAL
PARTNERS, INC., or its successors or assigns (AHolder@) is entitled to purchase
from PopMail.com, inc. (the "Company") Ten Thousand (10,000) fully
paid and nonassessable shares (the "Shares") of the Company's Common
Stock, $.01 par value (the "Common Stock") at any time and from time
to time from the date hereof until December 1, 2004, at an exercise price of
$1.50 per share (the "Exercise Price"), subject to adjustment as
herein provided.

This Warrant is subject to the following provisions, terms
and conditions:

1.	Exercise of Warrant.  
a.	Exercise for Cash.  The rights represented by this Warrant
may be exercised by the Holder, in whole or in part (but not as to a fractional
share of Common Stock), by the surrender of this Warrant (properly endorsed, if
required, at the Company's principal office in Irving, Texas, or such other
office or agency of the Company as the Company may designate by notice in
writing to the Holder at the address of such Holder appearing on the books of
the Company at any time within the period above named), and upon payment to it
by certified check, bank draft or cash of the purchase price for such Shares.
The Company agrees that the Shares so purchased shall have and are deemed to be
issued to the Holder as the record owner of such Shares as of the close of
business on the date on which this Warrant shall have been surrendered and
payment made for such Shares as aforesaid.  Certificates for the Shares of
Common Stock so purchased shall be delivered to the Holder within a reasonable
time, not exceeding ten (10) days, after the rights represented by this Warrant
shall have been so exercised, and, unless this Warrant has expired, a new
Warrant representing the number of Shares, if any, with respect to which this
Warrant shall not then have been exercised shall also be delivered to the Holder
within such time.  The Company may require that any such new Warrant or any
certificate for Shares purchased upon the exercise hereof bear a legend
substantially similar to that which is contained on the face of this
Warrant.
b.	Cashless Exercise.  Upon receipt of a notice of cashless
exercise, the Company shall deliver to the Holder (without payment by the Holder
of any exercise price) that number of Shares that is equal to the quotient
obtained by dividing (x) the value of the Warrant on the date that the Warrant
shall have been surrendered (determined by subtracting the aggregate exercise
price for the Shares in effect on the Exercise Date from the aggregate Fair
Market Value (hereinafter defined) for the Shares by (y) the Fair Market Value
of one share of Common Stock.  A notice of Acashless exercise@ shall state the
number of Shares as to which the Warrant is being exercised.  AFair Market
Value@ for purposes of this Section (b) shall mean the average of the Common
Stock closing prices reported by the principal exchange on which the Common
Stock is traded, or the last sale prices as reported by the National Association
of Securities Dealers, Inc. Automated Quotation System (ANasdaq@) National
Market or SmallCap Market, as the case may be, for the ten (10) business days
immediately preceding the Exercise Date or, in the event no public market shall
exist for the Common Stock at the time of such cashless exercise, Fair Market
Value shall mean the fair market value of the Common Stock as the same shall be
determined in the good faith discretion of the Board of Directors, after full
consideration of all factors then deemed relevant by such Board in establishing
such value, including by way of illustration and not limitation, the per share
purchase price of Common Stock or per security convertible into one share of
Common Stock of the most recent sale of shares of Common Stock or securities
convertible into Common Stock by the Company after the date hereof all as
evidenced by the vote of a majority of the directors then in office. 


2.	Transferability of this Warrant.  This Warrant
is issued upon the following terms, to which each Holder consents and
agrees:






	Until this Warrant is transferred on the books of the
Company, the Company will treat the Holder of this Warrant registered as such on
the books of the Company as the absolute owner hereof for all purposes without
being affected by any notice to the contrary.










This Warrant may not be exercised, and this Warrant and
the Shares underlying this Warrant shall not be transferable, except in
compliance with all applicable state and federal securities laws, regulations
and orders, and with all other applicable laws, regulations and
orders.	
Prior to making any disposition of this Warrant or of any
of the Shares underlying this Warrant, the Holder will give written notice to
the Company describing the manner of any such proposed disposition.  The Warrant
may not be transferred, and the Shares may not be transferred, without the
Holder obtaining an opinion of counsel satisfactory in form and substance to the
Company's counsel stating that the proposed transaction will not result in a
prohibited transaction under the Securities Act of 1933, as amended
("Securities Act"), and applicable Blue Sky laws.  By accepting this
Warrant, the Holder agrees to act in accordance with any conditions reasonably
imposed on such transfer by such opinion of counsel.
Neither this issuance of this Warrant nor the issuance of
the Shares underlying this Warrant have been registered under the Securities
Act.








Certain Covenants of the Company.  The Company
covenants and agrees that all Shares which may be issued upon the exercise of
the rights represented by this Warrant, upon issuance and full payment for the
Shares so purchased, will be duly authorized and issued, fully paid and
nonassessable and free from all taxes, liens and charges with respect to the
issue hereof, except those that may be created by or imposed upon the Holder or
its property, and without limiting the generality of the foregoing, the Company
covenants and agrees that it will from time to time take all such actions as may
be requisite to assure that the par value per share of the Common Stock is at
all times equal to or less than the effective purchase price per share of the
Common Stock issuable pursuant to this Warrant.  The Company further covenants
and agrees that during the period within which the rights represented by this
Warrant may be exercised, the Company will at all times have authorized and
reserved free of preemptive or other rights for the exclusive purpose of issue
upon exercise of the purchase rights evidenced by this Warrant, a sufficient
number of shares of its Common Stock to provide for the exercise of the rights
represented by this Warrant.
Adjustment of Exercise Price and Number of Shares.
The Exercise Price and number of Shares are subject to the following
adjustments:









	Adjustment of Exercise Price for Stock Dividend,
Stock Split or Stock Combination.   In the event that (i) any dividends on
any class of stock of the Company payable in Common Stock or securities
convertible into or exercisable for Common Stock ("Common Stock
Equivalents") shall be paid by the Company, (ii) the Company shall
subdivide its then outstanding shares of Common Stock into a greater number of
shares, or (iii) the Company shall combine its outstanding shares of Common
Stock, by reclassification or otherwise, then, in any such event, the Exercise
Price in effect immediately prior to such event shall (until adjusted again
pursuant hereto) be adjusted immediately after such event to a price (calculated
to the nearest full cent) determined by dividing (a) the number of shares of
Common Stock outstanding immediately prior to such event, multiplied by the then
existing Exercise Price, by (b) the total number of shares of Common Stock
outstanding immediately after such event, and the resulting quotient shall be
the adjusted Exercise Price per share.  No adjustment of the Exercise Price
shall be made if the amount of such adjustment shall be less than $.05 per
share, but in such case any adjustment that would otherwise be required then to
be made shall be carried forward and shall be made at the time and together with
the next subsequent adjustment which, together with any adjustment or
adjustments so carried forward, shall amount to not less than $.05 per
share.
	Adjustment of Number of Shares Purchasable on
Exercise of Warrants.  Upon each adjustment of the Exercise Price pursuant
to this Section, the Holder shall thereafter (until another such adjustment) be
entitled to purchase at the adjusted Exercise Price the number of shares,
calculated to the nearest full share, obtained by multiplying the number of
shares specified in such Warrant (as adjusted as a result of all adjustments in
the Exercise Price in effect prior to such adjustment) by the Exercise Price in
effect prior to such adjustment and dividing the product so obtained by the
adjusted Exercise Price.
	Notice as to Adjustment.  Upon any adjustment
of the Exercise Price and any increase or decrease in the number of shares of
Common Stock purchasable upon the exercise of the Warrant, then, and in each
such case, the Company within thirty (30) days thereafter shall give written
notice thereof, by first class mail, postage prepaid, addressed to each Holder
as shown on the books of the Company, which notice shall state the adjusted
Exercise Price and the increased or decreased number of shares purchasable upon
the exercise of the Warrants, and shall set forth in reasonable detail the
method of calculation and the facts upon which such calculation is
based.
	Effect of Reorganization, Reclassification,
Merger, etc.  If at any time while any Warrant is outstanding there should
be any capital reorganization of the capital stock of the Company (other than
the issuance of any shares of Common Stock in subdivision of outstanding shares
of Common Stock by reclassification or otherwise and other than a combination of
shares provided for in Section 4(a) hereof), or any consolidation or merger of
the Company with another corporation, or any sale, conveyance, lease or other
transfer by the Company of all or substantially all of its property to any other
corporation, which is effected in such a manner that the holders of Common Stock
shall be entitled to receive cash, stock, securities, or assets with respect to
or in exchange for Common Stock, then, as a part of such transaction, lawful
provision shall be made so that each Holder shall have the right thereafter to
receive, upon the exercise hereof, the number of shares of stock or other
securities or property of the Company, or of the successor corporation resulting
from such consolidation or merger, or of the corporation to which the property
of the Company has been sold, conveyed, leased or otherwise transferred, as the
case may be, which the Holder would have been entitled to receive upon such
capital reorganization, reclassification of capital stock, consolidation,
merger, sale, conveyance, lease or other transfer, if such Warrant had been
exercised immediately prior to such capital reorganization, reclassification of
capital stock, consolidation, merger, sale, conveyance, lease or other transfer.
In any such case, appropriate adjustments (as determined by the Board of
Directors of the Company) shall be made in the application of the provisions set
forth in this Warrant (including the adjustment of the Exercise Price and the
number of Shares issuable upon the exercise of the Warrants) to the end that the
provisions set forth herein shall thereafter be applicable, as near as
reasonably may be, in relation to any shares or other property thereafter
deliverable upon the exercise of the Warrants as if the Warrants had been
exercised immediately prior to such capital reorganization, reclassification of
capital stock, such consolidation, merger, sale, conveyance, lease or other
transfer and the Warrant Holders had carried out the terms of the exchange as
provided for by such capital reorganization, consolidation or merger.  The
Company shall not effect any such capital reorganization, consolidation, merger
or transfer unless, upon or prior to the consummation thereof, the successor
corporation or the corporation to which the property of the Company has been
sold, conveyed, leased or otherwise transferred shall assume by written
instrument the obligation to deliver to each Holder such shares of stock,
securities, cash or property as in accordance with the foregoing provisions such
Holder shall be entitled to purchase.








No Rights as Stockholders.  This Warrant shall not
entitle the Holder as such to any voting rights or other rights as a stockholder
of the Company.

Governing Law.  This Warrant shall be governed by
and construed in accordance with the laws of the State of Minnesota.

Amendments and Waivers.  The provisions of this
Warrant may not be amended, modified or supplemented, and waiver or consents to
departures from the provisions hereof may not be given, unless the Company
agrees in writing and has obtained the written consent of the Holders.



Notices.  All notices or communications hereunder,
except as herein otherwise specifically provided, shall be in writing and if
sent to the Holder shall be mailed, delivered, or telefaxed and confirmed to the
Holder at his or her address set forth on the records of the Company; or if sent
to the Company shall be mailed, delivered, or telefaxed and confirmed to
PopMail.com, inc., Suite 350, 1333 Corporate Drive, Dallas, TX 75038  or to such
other address as the Company or the Holder shall notify the other as provided in
this Section.






	IN WITNESS WHEREOF, PopMail.com, inc. has caused this Warrant to be
signed by its duly authorized officer in the date set forth above.











							PopMail.com, inc.


							By:______________________________
							Its:______________________________












SUBSCRIPTION FORM

	To be signed only upon exercise of Warrant.

	The undersigned, the holder of the within Warrant, hereby irrevocably
elects to exercise the purchase right represented by such Warrant for, and to
purchase thereunder, ____________________ of the shares of Common Stock of
PopMail.com, inc. (the "Shares")  to which such Warrant relates and
herewith makes payment of $_____________ therefor in cash, certified check or
bank draft and requests that a certificate evidencing the Shares be delivered
to, _____________________________, the address for whom is set forth below the
signature of the undersigned:

Dated: ____________________
						_____________________________________________	<
/P>
						[Signature]
	_________________________________________________
						[Printed]
	_________________________________________________				________
_________________________________________
						[Address]


ASSIGNMENT FORM

	To be signed only upon authorized transfer of Warrant.

	FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers
unto _____________________________________ the right to purchase shares of
Common Stock of PopMail.com, inc. to which the within Warrant relates and
appoints ____________________ attorney, to transfer said right on the books of
_________________ with full power of substitution in the premises.

Dated: ____________________
						_____________________________________________	<
/P>
						[Signature]
	_________________________________________________
						[Printed]
	_______________________________________________				__________
_______________________________________
					[Address]



















EX-4.21
9
exh421.htm
EXHIBIT












Exhibit 4.21


The Warrant and the securities issuable upon exercise of this Warrant (the
"Securities") have not been registered under the Securities Act of
1933 (the "Securities Act") or under any state securities or Blue Sky
laws ("Blue Sky Laws").  No transfer, sale, assignment, pledge,
hypothecation or other disposition of this Warrant or the Securities or any
interest therein may be made except (a) pursuant to an effective registration
statement under the Securities Act and any applicable Blue Sky Laws or (b) if
the Company has been furnished with both an opinion of counsel for the holder,
which opinion and counsel shall be reasonably satisfactory to the Company, to
the effect that no registration is required because of the availability of an
exemption from registration under the Securities Act and applicable Blue Sky
Laws, and assurances that the transfer, sale, assignment, pledge, hypothecation
or other disposition will be made only in compliance with the conditions of any
such registration or exemption.

WARRANT TO PURCHASE SHARES OF COMMON STOCK
OF POPMAIL.COM, INC.

Warrant No. MCP-13							          		
Irving, Texas
November 14, 2000

	This certifies that, for value received, METROPOLITAN
CAPITAL PARTNERS, INC., or its successors or assigns ("Holder") is
entitled to purchase from PopMail.com, inc. (the "Company") Nine
Thousand (9,000) fully paid and nonassessable shares (the "Shares") of
the Company's Common Stock, $.01 par value (the "Common Stock"), at
any time, and from time to time, from the date hereof until October 12, 2004
(the "Warrant Exercise Period") and at an exercise price of $1.50 per
shares, subject to adjustment as herein provided. 



This Warrant is being issued in connection with that certain Financial Public
Relations Agreement (the "Agreement") between the Company and
Metropolitan Capital Partners, Inc. dated October 12, 1999, and is subject to
the following provisions, terms and conditions:



1.	Exercise of Warrant.  

a.	Exercise for Cash.  The rights represented by this Warrant
may be exercised by the Holder, in whole or in part (but not as to a fractional
share of Common Stock), by the surrender of this Warrant (properly endorsed, if
required, at the Company's principal office in Irving, Texas, or such other
office or agency of the Company as the Company may designate by notice in
writing to the Holder at the address of such Holder appearing on the books of
the Company at any time within the period above named), and upon payment to it
by certified check, bank draft or cash of the purchase price for such Shares.
The Company agrees that the Shares so purchased shall have and are deemed to be
issued to the Holder as the record owner of such Shares as of the close of
business on the date on which this Warrant shall have been surrendered and
payment made for such Shares as aforesaid.  Certificates for the Shares of
Common Stock so purchased shall be delivered to the Holder within a reasonable
time, not exceeding ten (10) days, after the rights represented by this Warrant
shall have been so exercised, and, unless this Warrant has expired, a new
Warrant representing the number of Shares, if any, with respect to which this
Warrant shall not then have been exercised shall also be delivered to the Holder
within such time.  The Company may require that any such new Warrant or any
certificate for Shares purchased upon the exercise hereof bear a legend
substantially similar to that which is contained on the face of this
Warrant.
b.	Cashless Exercise.  Upon receipt of a notice of cashless
exercise, the Company shall deliver to the Holder (without payment by the Holder
of any exercise price) that number of Shares that is equal to the quotient
obtained by dividing (x) the value of the Warrant on the date that the Warrant
shall have been surrendered (determined by subtracting the aggregate exercise
price for the Shares in effect on the Exercise Date from the aggregate Fair
Market Value (hereinafter defined) for the Shares by (y) the Fair Market Value
of one share of Common Stock.  A notice of Acashless exercise@ shall state the
number of Shares as to which the Warrant is being exercised.  AFair Market
Value@ for purposes of this Section (b) shall mean the average of the Common
Stock closing prices reported by the principal exchange on which the Common
Stock is traded, or the last sale prices as reported by the National Association
of Securities Dealers, Inc. Automated Quotation System (ANasdaq@) National
Market or SmallCap Market, as the case may be, for the ten (10) business days
immediately preceding the Exercise Date or, in the event no public market shall
exist for the Common Stock at the time of such cashless exercise, Fair Market
Value shall mean the fair market value of the Common Stock as the same shall be
determined in the good faith discretion of the Board of Directors, after full
consideration of all factors then deemed relevant by such Board in establishing
such value, including by way of illustration and not limitation, the per share
purchase price of Common Stock or per security convertible into one share of
Common Stock of the most recent sale of shares of Common Stock or securities
convertible into Common Stock by the Company after the date hereof all as
evidenced by the vote of a majority of the directors then in office. 


2.	Transferability of this Warrant.  This Warrant
is issued upon the following terms, to which each Holder consents and
agrees:






	Until this Warrant is transferred on the books of the
Company, the Company will treat the Holder of this Warrant registered as such on
the books of the Company as the absolute owner hereof for all purposes without
being affected by any notice to the contrary.










This Warrant may not be exercised, and this Warrant and
the Shares underlying this Warrant shall not be transferable, except in
compliance with all applicable state and federal securities laws, regulations
and orders, and with all other applicable laws, regulations and
orders.	
Prior to making any disposition of this Warrant or of any
of the Shares underlying this Warrant, the Holder will give written notice to
the Company describing the manner of any such proposed disposition.  The Warrant
may not be transferred, and the Shares may not be transferred, without the
Holder obtaining an opinion of counsel satisfactory in form and substance to the
Company's counsel stating that the proposed transaction will not result in a
prohibited transaction under the Securities Act of 1933, as amended
("Securities Act"), and applicable Blue Sky laws.  By accepting this
Warrant, the Holder agrees to act in accordance with any conditions reasonably
imposed on such transfer by such opinion of counsel.
Neither this issuance of this Warrant nor the issuance of
the Shares underlying this Warrant have been registered under the Securities
Act.








Certain Covenants of the Company.  The Company
covenants and agrees that all Shares which may be issued upon the exercise of
the rights represented by this Warrant, upon issuance and full payment for the
Shares so purchased, will be duly authorized and issued, fully paid and
nonassessable and free from all taxes, liens and charges with respect to the
issue hereof, except those that may be created by or imposed upon the Holder or
its property, and without limiting the generality of the foregoing, the Company
covenants and agrees that it will from time to time take all such actions as may
be requisite to assure that the par value per share of the Common Stock is at
all times equal to or less than the effective purchase price per share of the
Common Stock issuable pursuant to this Warrant.  The Company further covenants
and agrees that during the period within which the rights represented by this
Warrant may be exercised, the Company will at all times have authorized and
reserved free of preemptive or other rights for the exclusive purpose of issue
upon exercise of the purchase rights evidenced by this Warrant, a sufficient
number of shares of its Common Stock to provide for the exercise of the rights
represented by this Warrant.



	4.	Redemption of Warrants.



		a.         Redemption Price.  The
Warrants may be redeemed at the option of the Company, at any time after the
date hereof following a period of 5 consecutive trading days where the per share
average closing sale price of the common Stock exceeds $5.00, on notice as set
forth in Section 4(b), and at a redemption price equal to $0.001 per Warrant.
For purposes of this Section, the closing sale price of the Common Stock shall
be determined by the closing sale price as reported by Nasdaq so long as the
Common Stock is quoted on Nasdaq and, if the Common Stock is listed on a
national securities exchange, shall be determined by the last reported sale
price on the primary exchange on which the Common Stock is traded.


		b.	Notice of Redemption.  In the case of
any redemption of Warrants, the Company shall give notice of such redemption to
the holders of the Warrants to be redeemed as hereinafter provided in this
Section 4(b).  Notice of redemption to the holders of Warrants shall be given by
mailing by first-class mail a notice of such redemption not less than 30 days
prior to the date fixed for redemption.  Any notice which is given in the manner
herein provided shall be conclusively presumed to have been duly given, whether
or not the holder receives the notice.  In any case, failure duly to give such
notice, or any defect in such notice, to the holder of any Warrant shall not
affect the validity of the proceedings for the redemption of Warrants
represented by any other Warrant.  Each such notice shall specify the date fixed
for redemption, the place of redemption and the redemption price of $0.001 at
which each Warrant is to be redeemed, and shall state the payment of the
redemption price of the Warrants will be made on surrender of the Warrants at
such place of redemption, and that is not exercised by the close of business on
the date fixed for redemption, the exercise rights of the Warrants identified
for redemption shall expire unless extended by the Company.  Such notice shall
also state the current Exercise Price and the date on which the right to
exercise the Warrants will expire unless extended by the Company.

	c.	Payment of Warrants on Redemption: Deposit of
Redemption Price. If notice of redemption shall have been given as provided
in Section 4(b), the redemption price of $0.001 per Warrant shall, unless the
Warrant is theretofore exercised pursuant to the terms hereof, become due and
payable on the date and at the place stated in such notice.  On and after such
date of redemption, the exercise rights of the Warrants identified for
redemption shall expire.  On presentation and surrender of Warrants at such
place of payment in such notice specified, the Warrants identified for
redemption shall be paid and redeemed at the redemption price of $0.001 per
Warrant.  
5.	Adjustment of Exercise Price and Number of
Shares.  The Exercise Price and number of Shares are subject to the
following adjustments:







	Adjustment of Exercise Price for Stock Dividend,
Stock Split or Stock Combination.   In the event that (i) any dividends on
any class of stock of the Company payable in Common Stock or securities
convertible into or exercisable for Common Stock ("Common Stock
Equivalents") shall be paid by the Company, (ii) the Company shall
subdivide its then outstanding shares of Common Stock into a greater number of
shares, or (iii) the Company shall combine its outstanding shares of Common
Stock, by reclassification or otherwise, then, in any such event, the Exercise
Price in effect immediately prior to such event shall (until adjusted again
pursuant hereto) be adjusted immediately after such event to a price (calculated
to the nearest full cent) determined by dividing (a) the number of shares of
Common Stock outstanding immediately prior to such event, multiplied by the then
existing Exercise Price, by (b) the total number of shares of Common Stock
outstanding immediately after such event, and the resulting quotient shall be
the adjusted Exercise Price per share.  No adjustment of the Exercise Price
shall be made if the amount of such adjustment shall be less than $.05 per
share, but in such case any adjustment that would otherwise be required then to
be made shall be carried forward and shall be made at the time and together with
the next subsequent adjustment which, together with any adjustment or
adjustments so carried forward, shall amount to not less than $.05 per
share.
	Adjustment of Number of Shares Purchasable on
Exercise of Warrants.  Upon each adjustment of the Exercise Price pursuant
to this Section, the Holder shall thereafter (until another such adjustment) be
entitled to purchase at the adjusted Exercise Price the number of shares,
calculated to the nearest full share, obtained by multiplying the number of
shares specified in such Warrant (as adjusted as a result of all adjustments in
the Exercise Price in effect prior to such adjustment) by the Exercise Price in
effect prior to such adjustment and dividing the product so obtained by the
adjusted Exercise Price.
	Notice as to Adjustment.  Upon any adjustment
of the Exercise Price and any increase or decrease in the number of shares of
Common Stock purchasable upon the exercise of the Warrant, then, and in each
such case, the Company within thirty (30) days thereafter shall give written
notice thereof, by first class mail, postage prepaid, addressed to each Holder
as shown on the books of the Company, which notice shall state the adjusted
Exercise Price and the increased or decreased number of shares purchasable upon
the exercise of the Warrants, and shall set forth in reasonable detail the
method of calculation and the facts upon which such calculation is
based.
	Effect of Reorganization, Reclassification,
Merger, etc.  If at any time while any Warrant is outstanding there should
be any capital reorganization of the capital stock of the Company (other than
the issuance of any shares of Common Stock in subdivision of outstanding shares
of Common Stock by reclassification or otherwise and other than a combination of
shares provided for in Section 4(a) hereof), or any consolidation or merger of
the Company with another corporation, or any sale, conveyance, lease or other
transfer by the Company of all or substantially all of its property to any other
corporation, which is effected in such a manner that the holders of Common Stock
shall be entitled to receive cash, stock, securities, or assets with respect to
or in exchange for Common Stock, then, as a part of such transaction, lawful
provision shall be made so that each Holder shall have the right thereafter to
receive, upon the exercise hereof, the number of shares of stock or other
securities or property of the Company, or of the successor corporation resulting
from such consolidation or merger, or of the corporation to which the property
of the Company has been sold, conveyed, leased or otherwise transferred, as the
case may be, which the Holder would have been entitled to receive upon such
capital reorganization, reclassification of capital stock, consolidation,
merger, sale, conveyance, lease or other transfer, if such Warrant had been
exercised immediately prior to such capital reorganization, reclassification of
capital stock, consolidation, merger, sale, conveyance, lease or other transfer.
In any such case, appropriate adjustments (as determined by the Board of
Directors of the Company) shall be made in the application of the provisions set
forth in this Warrant (including the adjustment of the Exercise Price and the
number of Shares issuable upon the exercise of the Warrants) to the end that the
provisions set forth herein shall thereafter be applicable, as near as
reasonably may be, in relation to any shares or other property thereafter
deliverable upon the exercise of the Warrants as if the Warrants had been
exercised immediately prior to such capital reorganization, reclassification of
capital stock, such consolidation, merger, sale, conveyance, lease or other
transfer and the Warrant Holders had carried out the terms of the exchange as
provided for by such capital reorganization, consolidation or merger.  The
Company shall not effect any such capital reorganization, consolidation, merger
or transfer unless, upon or prior to the consummation thereof, the successor
corporation or the corporation to which the property of the Company has been
sold, conveyed, leased or otherwise transferred shall assume by written
instrument the obligation to deliver to each Holder such shares of stock,
securities, cash or property as in accordance with the foregoing provisions such
Holder shall be entitled to purchase.








No Rights as Stockholders.  This Warrant shall not
entitle the Holder as such to any voting rights or other rights as a stockholder
of the Company.
Governing Law.  This Warrant shall be governed by
and construed in accordance with the laws of the State of Minnesota.

Amendments and Waivers. The provisions of this
Warrant may not be amended, modified or supplemented, and waiver or consents to
departures from the provisions hereof may not be given, unless the Company
agrees in writing and has obtained the written consent of the Holders.

Notices. All notices or communications hereunder,
except as herein otherwise specifically provided, shall be in writing and if
sent to the Holder shall be mailed, delivered, or telefaxed and confirmed to the
Holder at his or her address set forth on the records of the Company; or if sent
to the Company shall be mailed, delivered, or telefaxed and confirmed to
PopMail.com, inc., Suite 350, 1333 Corporate Drive, Irving, TX 75038 or to such
other address as the Company or the Holder shall notify the other as provided in
this Section.







	IN WITNESS WHEREOF, PopMail.com, inc. has caused this Warrant to be
signed by its duly authorized officer in the date set forth above.











							PopMail.com, inc.



							By:______________________________
							Its:______________________________













SUBSCRIPTION FORM

	To be signed only upon exercise of Warrant.

	The undersigned, the holder of the within Warrant, hereby
irrevocably elects to exercise the purchase right represented by such Warrant
for, and to purchase thereunder, ____________________ of the shares of Common
Stock of PopMail.com, inc. (the "Shares")  to which such Warrant
relates and herewith makes payment of $_____________ therefor in cash, certified
check or bank draft and requests that a certificate evidencing the Shares be
delivered to, _____________________________, the address for whom is set forth
below the signature of the undersigned:

Dated: ____________________
	_____________________________________________
						[Signature]



_____________________________________________


						[Printed]
	_____________________________________________
_____________________________________________
						[Address]

ASSIGNMENT FORM

	To be signed only upon authorized transfer of
Warrant.

	FOR VALUE RECEIVED, the undersigned hereby sells,
assigns, and transfers unto _____________________________________ the right to
purchase shares of Common Stock of PopMail.com, inc. to which the within Warrant
relates and appoints ____________________ attorney, to transfer said right on
the books of _________________ with full power of substitution in the
premises.

Dated: ____________________

	____________________________________________
						[Signature]



_____________________________________________


						[Printed]
	_____________________________________________
_____________________________________________
						[Address]




















EX-4.28
10
exh428.htm
EXHIBIT












EXHIBIT 4.28

Schedule identifying material details of warrants issued by the Company
substantially identical to the Warrant filed in Exhibit 4.27

NOTE:  All share amounts and exercise prices reflect pre-split values.

Date				Warrant	Number		Exercise Price
Issued	Warrant Holder		No.	of Shares	Expiration Date

1/19/00	Gulfstream Financial	99-1	700,000   	Exercise Price: $2.00
	Partners, LLC					Expires: 1/19/05
							Cancelled

1/19/00	Blake Capital Partners	99-2	250,000		Exercise Price:  $2.00
							Expires:  1/19/2005
							Cancelled

1/19/00	Wayne W. Mills		99-3	500,000		Exercise Price:  $2.00
							Cancelled
							Expires:  1/19/2005

1/19/00	Continental Holdings	99-4	350,000		Exercise Price:  $2.00
							Expires:  1/19/2005

1/19/00	Ralph H. Grills, Jr.	99-5	100,000   	Exercise Price:  $2.00
							Expires:  1/19/2005

1/19/00	Barry Hollander		99-6	100,000		Exercise Price:  $2.00
							Expires:  1/19/2005

1/19/00	McCandish Partners	99-7	50,000		Exercise Price:  $2.00
							Expires:  1/19/2005

1/19/00	Falconberg Corporation	99-8	250,000		Exercise Price:  $2.00
							Cancelled
							Expires:  1/19/2005
							Transferred balance to 99-11

1/19/00	US Bank Trust, NA	99-9	25,000		Exercise Price:  $2.00
Trustee FBO William M. Mower IRA			Expires:  1/19/2005
							Transferred balance to 99-12

1/19/00	William M. Mower	99-10	25,000		Exercise Price:  $2.00
							Cancelled
							Expires:  1/19/2005





















EX-4.31
11
exh431.htm
EXHIBIT











EXHIBIT 4.31


Schedule identifying material details of warrants issued by the Company
Substantially identical to the Warrant filed in Exhibit 4.30

DATE				WARRANT	NUMBER OF		EXERCISE PRICE
ISSUED	WARRANT HOLDER		NO.	SHARES		EXPIRATION DATE

1/31/00	Leonard H. Timmel		E-1	50,000		Exercise price:  $3.00
							Expires:  1/31/2003

1/31/00	Satya P. Garg		E-2	100,000		Exercise price:  $3.00
							Expires:  1/31/2003




NOTE:  All share amounts and exercise prices reflect pre-split values.























EX-4.33
12
exh433.htm
EXHIBIT











EXHIBIT 4.33

Schedule identifying material details of warrants issued by the Company
Substantially identical to the Warrant filed in Exhibit 4.32

NOTE:  All share amounts and exercise prices reflect pre-split values.



  DATE           WARRANT HOLDER              WARRANT        NUMBER OF   EXERCISE PRICE/
  ISSUED                                     NO.            SHARES      EXPIRATION DATE/
                                                                        STATUS


   2/9/2000      Timothy I. Maudlin          2000-1         66,667      Exercise price $3.00
                                                                        Expires 2/9/2005
                                                                        CANCELLED

   2/9/2000      Richard C. Lockwood         2000-2         100,000     Exercise price $3.00
                                                         (Originally    Expires 2/9/2005
                                                           200,000)     PARTIALLY EXERCISED

   2/9/2000      Jeffrey I. Werbalowsky      2000-3         100,000     Exercise price $3.00
                                                                        Expires 2/9/2005
                                                                        CANCELLED

   2/9/2000      Opportune Investments       2000-4         373,333     Exercise price $3.00
                                                                        Expires 2/9/2005

   2/9/2000      Steven A. Lyman             2000-5         22,222      Exercise price $3.00
                                                                        Expires 2/9/2005

   2/9/2000      Jerry Ruyan                 2000-6         44,444      Exercise price $3.00
                                                                        Expires 2/9/2005

   2/9/2000      Edward Hayes                2000-7         10,000      Exercise price $3.00
                                                                        Expires 2/9/2005

   2/9/2000      Scott and Francis Lee Free, 2000-8         22,222      Exercise price $3.00
                 trustees of the Free Family                            Expires 2/9/2005
                 Trust dated 2/10/67

   2/9/2000      Robert Seiler               2000-9         44,444      Exercise price $3.00
                                                                        Expires 2/9/2005

   2/9/2000      Arthur Engel Trust 1988     2000-10        222,222     Exercise price $3.00
                                                                        Expires 2/9/2005

   2/9/2000      Warner C. Lusardi Family    2000-11        111,111     Exercise price $3.00
                 Trust                                                  Expires 2/9/2005

   2/9/2000      Mary Kirtz                  2000-12         50,000     Exercise price $3.00
                                                                        Expires 2/9/2005

   2/9/2000      Christopher D. Snell        2000-13         20,000     Exercise price $3.00
                                                                        Expires 2/9/2005

   2/9/2000      Gregory P. Mills Trust      2000-14         10,000     Exercise price $3.00
                                                                        Expires 2/9/2005

   2/9/2000      Robert and Ellen Deutschman 2000-15         22,500     Exercise price $3.00
                 Family Trust                             (originally   Expires 2/9/2005
                                                            30,000)     PARTIALLY EXERCISED

   2/9/2000      Stephen C. Particia A. Tadolini 2000-16     10,000     Exercise price $3.00
                                                                        Expires 2/9/2005

   2/9/2000      Barry Nussbaum              2000-17         38,888     Exercise price $3.00
                                                                        Expires 2/9/2005

   2/9/2000      Dean and Kathy L. Mills     2000-18         10,000     Exercise price $3.00
                                                                        Expires 2/9/2005

    2/9/2000      George M. Nix              2000-19         10,000     Exercise price $3.00
                                                                        Expires 2/9/2005

   2/9/2000      US Bank Trust, NA Trustee   2000-20         37,500     Exercise price $3.00
                 FBO Bruce D.Leduc                         (Originally  Expires 2/9/2005
                                                             50,000)    PARTIALLY EXERCISED

   2/9/2000      Bruce Leduc                 2000-21         18,750     Exercise price $3.00
                                                          (Originally   Expires 2/9/2005
                                                            25,000)     PARTIALLY EXERCISED

   2/9/2000      Michael A. Bird             2000-22         20,000     Exercise price $3.00
                                                                        Expires 2/9/2005

   2/9/2000      CO Right Investments, Inc.  2000-23        444,444     Exercise price $3.00
                                                                        Expires 2/9/2005

   2/9/2000      A. Larry Katz               2000-25         44,444     Exercise price $3.00
                                                                        Expires 2/9/2005

   2/9/2000      Gerald W. and Sandra L. Rogers 2000-26      10,000     Exercise price $3.00
                                                                        Expires 2/9/2005

   2/9/2000      Fortman Cline AG            2000-27        222,000     Exercise price $3.00
                                                                        Expires 2/9/2005

   2/9/2000      CLB Investments Corp.       2000-28         37,500     Exercise price $3.00
                                                          (Originally   Expires 2/9/2005
                                                             50,000)    PARTIALLY EXERCISED

   2/9/2000      Stephen Marcus              2000-29        226,167     Exercise price $3.00
                                                                        Expires 2/9/2005

  2/9/2000       Ronald D. Berst             2000-30         50,000     Exercise price $3.00
                                                                        Expires 2/9/2005

  2/9/2000       Albert Swafford             2000-31         50,000     Exercise price $3.00
                                                                        Expires 2/9/2005

  2/9/2000       Egre Lewallen               2000-34         50,000     Exercise price $3.00
                                                                        Expires 2/9/2005





















EX-4.50
13
exh450.htm
EXHIBIT












Exhibit 4.50

The Warrant and the securities issuable upon exercise of this Warrant (the
"Securities") have not been registered under the Securities Act of
1933 (the "Securities Act") or under any state securities or Blue Sky
laws ("Blue Sky Laws").  No transfer, sale, assignment, pledge,
hypothecation or other disposition of this Warrant or the Securities or any
interest therein may be made except (a) pursuant to an effective registration
statement under the Securities Act and any applicable Blue Sky Laws or (b) if
the Company has been furnished with both an opinion of counsel for the holder,
which opinion and counsel shall be reasonably satisfactory to the Company, to
the effect that no registration is required because of the availability of an
exemption from registration under the Securities Act and applicable Blue Sky
Laws, and assurances that the transfer, sale, assignment, pledge, hypothecation
or other disposition will be made only in compliance with the conditions of any
such registration or exemption.

WARRANT TO PURCHASE SHARES OF COMMON STOCK
OF POPMAIL.COM, INC.

Warrant No. I-1				          	Irving, Texas
								December 20, 2000

This certifies that, for value received, Infinity Advisors,
Inc. or its successors or assigns (AHolder@) is entitled to purchase from
PopMail.com, inc. (the "Company") One Hundred Thousand (100,000) fully
paid and nonassessable shares (the "Shares") of the Company's Common
Stock, $.01 par value (the "Common Stock") at any time and from time
to time from the date hereof until December 20, 2005, at an exercise price of
$0.20 per share (the "Exercise Price"), subject to adjustment as
herein provided.

This Warrant is subject to the following provisions, terms
and conditions:

1.	Exercise of Warrant.  The rights represented by this Warrant
may be exercised by the Holder, in whole or in part (but not as to a fractional
share of Common Stock), by the surrender of this Warrant (properly endorsed, if
required, at the Company's principal office in Irving, Texas, or such other
office or agency of the Company as the Company may designate by notice in
writing to the Holder at the address of such Holder appearing on the books of
the Company at any time within the period above named), and upon payment to it
by certified check, bank draft or cash of the purchase price for such Shares.
The Company agrees that the Shares so purchased shall have and are deemed to be
issued to the Holder as the record owner of such Shares as of the close of
business on the date on which this Warrant shall have been surrendered and
payment made for such Shares as aforesaid.  Certificates for the Shares of
Common Stock so purchased shall be delivered to the Holder within a reasonable
time, not exceeding ten (10) days, after the rights represented by this Warrant
shall have been so exercised, and, unless this Warrant has expired, a new
Warrant representing the number of Shares, if any, with respect to which this
Warrant shall not then have been exercised shall also be delivered to the Holder
within such time.  The Company may require that any such new Warrant or any
certificate for Shares purchased upon the exercise hereof bear a legend
substantially similar to that which is contained on the face of this
Warrant.


2.	Transferability of this Warrant.  This Warrant
is issued upon the following terms, to which each Holder consents and
agrees:




	Until this Warrant is transferred on the books of the
Company, the Company will treat the Holder of this Warrant registered as such on
the books of the Company as the absolute owner hereof for all purposes without
being affected by any notice to the contrary.









This Warrant may not be exercised, and this Warrant and
the Shares underlying this Warrant shall not be transferable, except in
compliance with all applicable state and federal securities laws, regulations
and orders, and with all other applicable laws, regulations and
orders.	
Prior to making any disposition of this Warrant or of any
of the Shares underlying this Warrant, the Holder will give written notice to
the Company describing the manner of any such proposed disposition.  The Warrant
may not be transferred, and the Shares may not be transferred, without the
Holder obtaining an opinion of counsel satisfactory in form and substance to the
Company's counsel stating that the proposed transaction will not result in a
prohibited transaction under the Securities Act of 1933, as amended
("Securities Act"), and applicable Blue Sky laws.  By accepting this
Warrant, the Holder agrees to act in accordance with any conditions reasonably
imposed on such transfer by such opinion of counsel.
Neither this issuance of this Warrant nor the issuance of
the Shares underlying this Warrant have been registered under the Securities
Act.








Certain Covenants of the Company.  The Company
covenants and agrees that all Shares which may be issued upon the exercise of
the rights represented by this Warrant, upon issuance and full payment for the
Shares so purchased, will be duly authorized and issued, fully paid and
nonassessable and free from all taxes, liens and charges with respect to the
issue hereof, except those that may be created by or imposed upon the Holder or
its property, and without limiting the generality of the foregoing, the Company
covenants and agrees that it will from time to time take all such actions as may
be requisite to assure that the par value per share of the Common Stock is at
all times equal to or less than the effective purchase price per share of the
Common Stock issuable pursuant to this Warrant.  The Company further covenants
and agrees that during the period within which the rights represented by this
Warrant may be exercised, the Company will at all times have authorized and
reserved free of preemptive or other rights for the exclusive purpose of issue
upon exercise of the purchase rights evidenced by this Warrant, a sufficient
number of shares of its Common Stock to provide for the exercise of the rights
represented by this Warrant.
Adjustment of Exercise Price and Number of Shares.
The Exercise Price and number of Shares are subject to the following
adjustments:







	Adjustment of Exercise Price for Stock Dividend,
Stock Split or Stock Combination.   In the event that (i) any dividends on
any class of stock of the Company payable in Common Stock or securities
convertible into or exercisable for Common Stock ("Common Stock
Equivalents") shall be paid by the Company, (ii) the Company shall
subdivide its then outstanding shares of Common Stock into a greater number of
shares, or (iii) the Company shall combine its outstanding shares of Common
Stock, by reclassification or otherwise, then, in any such event, the Exercise
Price in effect immediately prior to such event shall (until adjusted again
pursuant hereto) be adjusted immediately after such event to a price (calculated
to the nearest full cent) determined by dividing (a) the number of shares of
Common Stock outstanding immediately prior to such event, multiplied by the then
existing Exercise Price, by (b) the total number of shares of Common Stock
outstanding immediately after such event, and the resulting quotient shall be
the adjusted Exercise Price per share.  No adjustment of the Exercise Price
shall be made if the amount of such adjustment shall be less than $.05 per
share, but in such case any adjustment that would otherwise be required then to
be made shall be carried forward and shall be made at the time and together with
the next subsequent adjustment which, together with any adjustment or
adjustments so carried forward, shall amount to not less than $.05 per
share.
	Adjustment of Number of Shares Purchasable on
Exercise of Warrants.  Upon each adjustment of the Exercise Price pursuant
to this Section, the Holder shall thereafter (until another such adjustment) be
entitled to purchase at the adjusted Exercise Price the number of shares,
calculated to the nearest full share, obtained by multiplying the number of
shares specified in such Warrant (as adjusted as a result of all adjustments in
the Exercise Price in effect prior to such adjustment) by the Exercise Price in
effect prior to such adjustment and dividing the product so obtained by the
adjusted Exercise Price.
	Notice as to Adjustment.  Upon any adjustment
of the Exercise Price and any increase or decrease in the number of shares of
Common Stock purchasable upon the exercise of the Warrant, then, and in each
such case, the Company within thirty (30) days thereafter shall give written
notice thereof, by first class mail, postage prepaid, addressed to each Holder
as shown on the books of the Company, which notice shall state the adjusted
Exercise Price and the increased or decreased number of shares purchasable upon
the exercise of the Warrants, and shall set forth in reasonable detail the
method of calculation and the facts upon which such calculation is
based.
	Effect of Reorganization, Reclassification,
Merger, etc.  If at any time while any Warrant is outstanding there should
be any capital reorganization of the capital stock of the Company (other than
the issuance of any shares of Common Stock in subdivision of outstanding shares
of Common Stock by reclassification or otherwise and other than a combination of
shares provided for in Section 4(a) hereof), or any consolidation or merger of
the Company with another corporation, or any sale, conveyance, lease or other
transfer by the Company of all or substantially all of its property to any other
corporation, which is effected in such a manner that the holders of Common Stock
shall be entitled to receive cash, stock, securities, or assets with respect to
or in exchange for Common Stock, then, as a part of such transaction, lawful
provision shall be made so that each Holder shall have the right thereafter to
receive, upon the exercise hereof, the number of shares of stock or other
securities or property of the Company, or of the successor corporation resulting
from such consolidation or merger, or of the corporation to which the property
of the Company has been sold, conveyed, leased or otherwise transferred, as the
case may be, which the Holder would have been entitled to receive upon such
capital reorganization, reclassification of capital stock, consolidation,
merger, sale, conveyance, lease or other transfer, if such Warrant had been
exercised immediately prior to such capital reorganization, reclassification of
capital stock, consolidation, merger, sale, conveyance, lease or other transfer.
In any such case, appropriate adjustments (as determined by the Board of
Directors of the Company) shall be made in the application of the provisions set
forth in this Warrant (including the adjustment of the Exercise Price and the
number of Shares issuable upon the exercise of the Warrants) to the end that the
provisions set forth herein shall thereafter be applicable, as near as
reasonably may be, in relation to any shares or other property thereafter
deliverable upon the exercise of the Warrants as if the Warrants had been
exercised immediately prior to such capital reorganization, reclassification of
capital stock, such consolidation, merger, sale, conveyance, lease or other
transfer and the Warrant Holders had carried out the terms of the exchange as
provided for by such capital reorganization, consolidation or merger.  The
Company shall not effect any such capital reorganization, consolidation, merger
or transfer unless, upon or prior to the consummation thereof, the successor
corporation or the corporation to which the property of the Company has been
sold, conveyed, leased or otherwise transferred shall assume by written
instrument the obligation to deliver to each Holder such shares of stock,
securities, cash or property as in accordance with the foregoing provisions such
Holder shall be entitled to purchase.







No Rights as Stockholders.  This Warrant shall not
entitle the Holder as such to any voting rights or other rights as a stockholder
of the Company. 
Company Redemption Option. Notwithstanding
anything to the contrary contained in this Warrant, following the effectiveness
of the Registration Statement, the Company's Board of Directors shall have the
right to redeem the Warrant at a redemption price of $.01 per Share if the
average closing price of the Company's Common Stock for any ten (10) consecutive
trading days is at least $3.00 per share (as appropriately adjusted for stock
splits, stock dividends and combinations). Notice of redemption to the Holder
shall be given by mailing via first class mail a notice of such redemption not
less than thirty (30) days prior to the date fixed for redemption.  Any notice
given in the manner described above shall be conclusively presumed to have been
given whether or not the Holder receives the notice.

Governing Law.  This Warrant shall be governed by
and construed in accordance with the laws of the State of Minnesota.

Amendments and Waivers.  The provisions of this
Warrant may not be amended, modified or supplemented, and waiver or consents to
departures from the provisions hereof may not be given, unless the Company
agrees in writing and has obtained the written consent of the Holders.



Notices.  All notices or communications hereunder,
except as herein otherwise specifically provided, shall be in writing and if
sent to the Holder shall be mailed, delivered, or telefaxed and confirmed to the
Holder at his or her address set forth on the records of the Company; or if sent
to the Company shall be mailed, delivered, or telefaxed and confirmed to
PopMail.com, inc., 1333 Corporate Drive, Suite 350, Irving, TX 75038  or to such
other address as the Company or the Holder shall notify the other as provided in
this Section.






	IN WITNESS WHEREOF, PopMail.com, inc. has caused this Warrant to be
signed by its duly authorized officer in the date set forth above.











							PopMail.com, inc.



							By:______________________________
							Its:______________________________












SUBSCRIPTION FORM

	To be signed only upon exercise of Warrant.

	The undersigned, the holder of the within Warrant, hereby irrevocably
elects to exercise the purchase right represented by such Warrant for, and to
purchase thereunder, ____________________ of the shares of Common Stock of
PopMail.com, inc. (the "Shares")  to which such Warrant relates and
herewith makes payment of $_____________ therefor in cash, certified check or
bank draft and requests that a certificate evidencing the Shares be delivered
to, _____________________________, the address for whom is set forth below the
signature of the undersigned:

Dated: ____________________
	_____________________________________________	

						[Signature]
	_________________________________________________
						[Printed]
	_________________________________________________				________
_________________________________________
						[Address]

ASSIGNMENT FORM

	To be signed only upon authorized transfer of Warrant.

	FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers
unto _____________________________________ the right to purchase shares of
Common Stock of PopMail.com, inc. to which the within Warrant relates and
appoints ____________________ attorney, to transfer said right on the books of
_________________ with full power of substitution in the premises.

Dated: ____________________
	_____________________________________________	

						[Signature]
	_________________________________________________
						[Printed]
	_________________________________________________				________
_________________________________________
						[Address]



















EX-4.51
14
exh451.htm
EXHIBIT












Exhibit 4.51
Schedule of Warrants Issued
(I Series and RMR Series)


DATE                                    WARRANT         NUMBER OF       EXERCISE PRICE
ISSUED          WARRANT HOLDER          NO.             SHARES          EXPIRATION DATE

12/12/00        Infinity Advisors, Inc. I-1             100,000         Exercise Price: $0.20
                                                                        Expires: 12/12/05

12/12/00        Infinity Advisors, Inc. I-2             100,000         Exercise Price: $0.01
                                                                        Expires: 12/12/05

12/20/00        RMSI Investments        RMR-1           100,000         Exercise Price: $0.20
                                                                        Expires: 12/20/05

12/20/00        RMSI Investments        RMR-2           100,000         Exercise Price: $0.01
                                                                        Expires: 12/20/05



















EX-4.52
15
exh452.htm
EXHIBIT












Exhibit 4.52
The Warrant and the securities issuable
upon exercise of this Warrant (the "Securities") have not been
registered under the Securities Act of 1933 (the "Securities Act") or
under any state securities or Blue Sky laws ("Blue Sky Laws").  No
transfer, sale, assignment, pledge, hypothecation or other disposition of this
Warrant or the Securities or any interest therein may be made except pursuant to
(a)  an effective registration statement under the Securities Act and any
applicable Blue Sky Laws or (b) an opinion of counsel for the holder, which
opinion and counsel shall be reasonably satisfactory to the Company, to the
effect that no registration is required because of the availability of an
exemption from registration under the Securities Act.

	WARRANT TO PURCHASE SHARES OF COMMON STOCK

	OF POPMAIL.COM, INC.

Warrant No. JB-1	Irving, Texas
	December 8, 2000

This certifies that, for value received, JBII Corporation, a
Delaware corporation, or its successors or assigns ("Holder"), is
entitled to purchase from PopMail.com, Inc. (the "Company") eight
hundred forty thousand (840,000) fully paid and nonassessable shares (the
"Shares") of the Company's Common Stock, $.01 par value (the
"Common Stock"), at any time and from time to time from the date
hereof until March 15, 2002 (the "Warrant Exercise Period"), at an
exercise price of $0.01 per share (the "Exercise Price"), subject to
adjustment as herein provided.  All cash proceeds in excess of $300,000
generated by Holder upon sale or transfer of the Shares (net of any and all
reasonable costs, expenses, and obligations incurred by Holder in enforcing its
rights under this Warrant, exercising this Warrant, or selling or transferring
the Shares, including but not limited to any taxes, discounts, commissions, and
attorneys' fees), shall be remitted by Holder to the Company.

This Warrant is subject to the following provisions, terms
and conditions:

1.	Exercise of Warrant. 


	(a)	Exercise for Cash.	The rights
represented by this Warrant may be exercised by the Holder, in whole or in part
(but not as to a fractional share of Common Stock), during the Warrant Exercise
Period by the surrender of this Warrant (properly endorsed, if required, at the
Company's principal office in Irving, Texas, or such other office or agency of
the Company as the Company may designate by notice in writing to the Holder at
the address of such Holder appearing on the books of the Company at any time
within the period above named), and upon payment to the Company by certified
check, bank draft or cash of the purchase price for such Shares.  The Company
agrees that the Shares so purchased shall have and are deemed to be issued to
the Holder as the record owner of such Shares as of the close of business on the
date on which this Warrant shall have been surrendered and payment made for such
Shares as aforesaid.  Certificates for the Shares of Common Stock so purchased
shall be delivered to the Holder within a reasonable time, not exceeding ten
(10) days, after the rights represented by this Warrant shall have been so
exercised, and, unless this Warrant has expired, a new Warrant representing the
number of Shares, if any, with respect to which this Warrant shall not then have
been exercised shall also be delivered to the Holder within such time.  The
Company may require that any such new Warrant or any certificate for Shares
purchased upon the exercise hereof bear a legend substantially similar to that
which is contained on the face of this Warrant.

	b.	Cashless Exercise. Upon receipt of a notice of cashless
exercise, the Company shall deliver to the Holder (without payment by the Holder
of any exercise price) that number of Shares that is equal to the quotient
obtained by dividing (x) the value of the portion of the Warrant to be exercised
on the date that the Warrant shall have been surrendered (determined by
subtracting the aggregate exercise price in effect on the Exercise Date for the
number of Shares to be purchased upon exercise from the aggregate Fair Market
Value (hereinafter defined) for such Shares) by (y) the Fair Market Value of one
share of Common Stock. A notice of "cashless exercise" shall state the
number of Shares as to which the Warrant is being exercised. "Fair Market
Value" for purposes of this Section (b) shall mean the average of the
Common Stock closing prices reported by the principal exchange on which the
Common Stock is traded, or the last sale prices as reported by the Nasdaq
National Market or SmallCap Market, as the case may be, for the ten (10)
business days immediately preceding the Exercise Date or, in the event no public
market shall exist for the Common Stock at the time of such cashless exercise,
Fair Market Value shall mean the fair market value of the Common Stock as the
same shall be determined in the good faith discretion of the Board of Directors,
after full consideration of all factors then deemed relevant by such Board in
establishing such value, including by way of illustration and not limitation,
the per share purchase price of Common Stock or per security convertible into
one share of Common Stock of the most recent sale of shares of Common Stock or
securities convertible into Common Stock by the Company after the date hereof
all as evidenced by the vote of a majority of the directors then in office.
2.	Representations and Warranties of the
Company.   All corporate action on the part of the Company, its
officers, directors and shareholders necessary for the authorization, sale,
issuance and delivery of the Warrant, the Shares issuable on conversion or
exercise thereof, and the performance of all obligations of the Company
hereunder and thereunder has been taken or will be taken prior to the delivery
of this Warrant.  The execution and delivery of this Warrant, the consummation
of the transactions herein contemplated, and the compliance with the terms and
provisions of this Warrant do not and will not conflict with, or result in the
breach of, or constitute a default or an event permitting acceleration under,
the Articles of Incorporation or Bylaws of the Company, or any stock purchase
agreement, shareholder agreement, note, bank loan, credit agreement, license,
lease, or any other agreement, understanding, instrument, judgment, decree,
order, statute, rule, or regulation to which the Company is a party or by which
it is bound.  The Warrant, when executed and delivered by the Company, shall
constitute valid and legally binding obligations of the Company, enforceable
against the Company in accordance with their terms except as limited by
applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance, and other laws of general application affecting enforcement of
creditors' rights generally, as limited by laws relating to the availability of
specific performance, injunctive relief, or other equitable remedies.
3.	Transferability of this Warrant.  This Warrant
is issued upon the following terms, to which the Holder consents and agrees:



(a)	Other than any sale, pledge, or transfer to Vignette
Corporation or any sale, pledge, or transfer to a third  party approved in
writing by Vignette Corporation, Holder shall not sell or transfer this Warrant,
or the Shares issuable upon exercise of this Warrant, earlier than March 15,
2001, without the consent of the Company, which consent shall not be
unreasonably withheld. 

(b)	Until this Warrant is transferred on the books of the
Company, the Company will treat the Holder of this Warrant registered as such on
the books of the Company as the absolute owner hereof for all purposes without
being affected by any notice to the contrary, provided, that upon five days of
receipt by the Company of a notice that the Warrant has been transferred to
Vignette Corporation, the Company shall effect such transfer on its books and
records.

(c)	This Warrant may not be exercised, and this Warrant
and the Shares underlying this Warrant shall not be transferable, except in
compliance with all applicable state and federal securities laws, regulations
and orders, and with all other applicable laws, regulations and orders.

(d)	If a registration statement is not effective with
respect to the Warrant or the Shares, as the case may be, prior to making any
disposition of this Warrant or of any of the Shares underlying this Warrant, the
Holder will give written notice to the Company describing the manner of any such
proposed disposition.  In such event, the Warrant may not be transferred, and
the Shares may not be transferred, without the Holder obtaining an opinion of
counsel satisfactory in form and substance to the Company's counsel stating that
the proposed transaction will not result in a prohibited transaction under the
Securities Act.  By accepting this Warrant, the Holder agrees to act in
accordance with any conditions reasonably imposed on such transfer by such
opinion of counsel.

(e)	Neither this issuance of this Warrant nor the issuance
of the Shares underlying this Warrant have been registered under the Securities
Act.



4.	Certain Covenants of the Company.  The Company
covenants and agrees that all Shares which may be issued upon the exercise of
the rights represented by this Warrant, upon issuance and full payment for the
Shares so purchased, will be duly authorized and issued, fully paid and
nonassessable and free from all taxes, liens and charges with respect to the
issue hereof, except those that may be created by or imposed upon the Holder or
its property, and without limiting the generality of the foregoing, the Company
covenants and agrees that it will from time to time take all such actions as may
be required to assure that the par value per share of the Common Stock is at all
times equal to or less than the effective purchase price per share of the Common
Stock issuable pursuant to this Warrant.  The Company further covenants and
agrees that during the period within which the rights represented by this
Warrant may be exercised, the Company will at all times have authorized and
reserved free of preemptive or other rights for the exclusive purpose of issue
upon exercise of the purchase rights evidenced by this Warrant, a sufficient
number of shares of its Common Stock to provide for the exercise of the rights
represented by this Warrant.

5.	Adjustment of Exercise Price and Number of
Shares.  The Exercise Price and number of Shares are subject to the
following adjustments:

	(a)	Adjustment of Exercise Price for Stock
Dividend, Stock Split or Stock Combination.  In the event that (i) any
dividends on any class of stock of the Company payable in  Common Stock or
securities convertible into or exercisable for Common Stock ("Common Stock
Equivalents") shall be paid by the Company, (ii) the Company shall
subdivide its then outstanding shares of Common Stock into a greater number of
shares, or (iii) the Company shall combine its outstanding shares of Common
Stock, by reclassification or otherwise, then, in any such event, the Exercise
Price in effect immediately prior to such event shall (until adjusted again
pursuant hereto) be adjusted immediately after such event to a price (calculated
to the nearest full cent) determined by dividing (a) the number of shares of
Common Stock outstanding immediately prior to such event, multiplied by the then
existing Exercise Price, by (b) the total number of shares of Common Stock
outstanding immediately after such event, and the resulting quotient shall be
the adjusted Exercise Price per share.  No adjustment of the Exercise Price
shall be made if the amount of such adjustment shall be less than $.05 per
share, but in such case any adjustment that would otherwise be required then to
be made shall be carried forward and shall be made at the time and together with
the next subsequent adjustment which, together with any adjustment or
adjustments so carried forward, shall amount to not less than $.05 per
share.

(b)	Adjustment of Number of Shares Purchasable on
Exercise of Warrants.  Upon each adjustment of the Exercise Price pursuant
to this Section, the Holder shall thereafter (until another such adjustment) be
entitled to purchase at the adjusted Exercise Price the number of shares,
calculated to the nearest full share, obtained by multiplying the number of
shares specified in such Warrant (as adjusted as a result of all adjustments in
the Exercise Price in effect prior to such adjustment) by the Exercise Price in
effect prior to such adjustment and dividing the product so obtained by the
adjusted Exercise Price.

(c)	Notice as to Adjustment.  Upon any adjustment
of the Exercise Price and any increase or decrease in the number of shares of
Common Stock purchasable upon the exercise of the Warrant, then, and in each
such case, the Company within thirty (30) days thereafter shall give written
notice thereof, by first class mail, postage prepaid, addressed to each Holder
as shown on the books of the Company, which notice shall state the adjusted
Exercise Price and the increased or decreased number of shares purchasable upon
the exercise of the Warrants, and shall set forth in reasonable detail the
method of calculation and the facts upon which such calculation is based.

(d)	Effect of Reorganization, Reclassification, Merger,
etc.  If at any time while any Warrant is outstanding there should be any
capital reorganization of the capital stock of the Company (other than the
issuance of any shares of Common Stock in subdivision of outstanding shares of
Common Stock by reclassification or otherwise and other than a combination of
shares provided for in Section 5(a) hereof), or any consolidation or merger of
the Company with another corporation, or any sale, conveyance, lease or other
transfer by the Company of all or substantially all of its property to any other
corporation, which is effected in such a manner that the holders of Common Stock
shall be entitled to receive cash, stock, securities, or assets with respect to
or in exchange for Common Stock, then, as a part of such transaction, lawful
provision shall be made so that each Holder shall have the right thereafter to
receive, upon the exercise hereof, the number of shares of stock or other
securities or property of the Company, or of the successor corporation resulting
from such consolidation or merger, or of the corporation to which the property
of the Company has been sold, conveyed, leased or otherwise transferred, as the
case may be, which the Holder would have been entitled to receive upon such
capital reorganization, reclassification of capital stock, consolidation,
merger, sale, conveyance, lease or other transfer, if such Warrant had been
exercised immediately prior to such capital reorganization, reclassification of
capital stock, consolidation, merger, sale, conveyance, lease or other transfer.
In any such case, appropriate adjustments (as determined by the Board of
Directors of the Company) shall be made in the application of the provisions set
forth in this Warrant (including the adjustment of the Exercise Price and the
number of Shares issuable upon the exercise of the Warrants) to the end that the
provisions set forth herein shall thereafter be applicable, as near as
reasonably may be, in relation to any shares or other property thereafter
deliverable upon the exercise of the Warrants as if the Warrants had been
exercised immediately prior to such capital reorganization, reclassification of
capital stock, such consolidation, merger, sale, conveyance, lease or other
transfer and the Warrant Holders had carried out the terms of the exchange as
provided for by such capital reorganization, consolidation or merger.  The
Company shall not effect any such capital reorganization, consolidation, merger
or transfer unless, upon or prior to the consummation thereof, the successor
corporation or the corporation to which the property of the Company has been
sold, conveyed, leased or otherwise transferred shall assume by written
instrument the obligation to deliver to each Holder such shares of stock,
securities, cash or property as in accordance with the foregoing provisions such
Holder shall be entitled to purchase.

6.	No Rights as Shareholders.  This Warrant shall
not entitle the Holder as such to any voting rights or other rights as a
stockholder of the Company.

7.	Registration Rights. If the Company shall
propose to file any registration statement (other than any registration
statement on Form S-4, S-8 or any other similarly inappropriate form, or any
successor forms thereto), under the 1933 Act covering a public offering of the
Company's Common Stock (including Common Stock held by shareholders of the
Company), including without limitation the registration statement the Company
was preparing, as of November 30, 2000, on Form S-3, it shall include in the
Registration Statement (to the extent permitted by applicable regulation), the
Common Stock purchased or purchasable by the Holder upon the exercise of the
Warrant.  The Company shall bear all expenses and fees incurred in connection
with the preparation, filing, and amendment of the Registration Statement with
the Commission, except that the Holder shall pay all fees, disbursements and
expenses of any counsel or expert retained by the Holder and all underwriting
discounts and commissions, filing fees and any transfer or other taxes relating
to the Shares included in the Registration Statement.   The Holder of this
Warrant agrees to cooperate with the Company in the preparation and filing of
any Registration Statement, and in the furnishing of information concerning the
Holder for inclusion therein, or in any efforts by the Company to establish that
the proposed sale is exempt under the 1933 Act as to any proposed distribution.
Except as provided above, all attorneys' fees and expenses incurred by the
Holder in enforcing its registration rights set forth in this Section 7 shall be
paid by the Company.

8.	Governing Law.  This Warrant shall be governed
by and construed in accordance with the laws of the State of Minnesota.

9.	Amendments and Waivers.  The provisions of this
Warrant may not be amended, modified or supplemented, and waiver or consents to
departures from the provisions hereof may not be given, unless the Company
agrees in writing and has obtained the written consent of the Holders.

10.	Notices.  All notices or communications
hereunder, except as herein otherwise specifically provided, shall be in writing
and if sent to the Holder shall be mailed, delivered, or telefaxed and confirmed
to the Holder at its address set forth on the records of the Company, with a
copy to Vignette Corporation, 901 S. Mopac, Building III, Austin, Texas  78746,
Attn: General Counsel; or if sent to the Company shall be mailed, delivered, or
telefaxed and confirmed to PopMail.com, Inc., 1333 Corporate Drive # 350,
Irving, TX  75038 or to such other address as the Company or the Holder shall
notify the other as provided in this Section.

IN WITNESS WHEREOF, PopMail.com, inc. has caused this Warrant
to be signed by its duly authorized officer in the date set forth
above.













PopMail.com, inc.
By:________________________________
Its:________________________________













	SUBSCRIPTION FORM


To be signed only upon exercise of Warrant.

The undersigned, the holder of the within Warrant, hereby
irrevocably elects to exercise the purchase right represented by such Warrant
for, and to purchase thereunder, ____________________ of the shares of Common
Stock of PopMail.com, inc. (the "Shares")  to which such Warrant
relates and herewith makes payment of $_____________ therefor in cash, certified
check or bank draft and requests that a certificate evidencing the Shares be
delivered to, _______________________________, the address for whom is set forth
below the signature of the undersigned:

Dated: ____________________



(Signature)



(Address)


	ASSIGNMENT FORM


To be signed only upon authorized transfer of Warrant.

FOR VALUE RECEIVED, the undersigned hereby sells, assigns,
and transfers unto _____________________________________ the right to purchase
shares of Common Stock of PopMail.com, inc. to which the within Warrant relates
and appoints ____________________ attorney, to transfer said right on the books
of _________________ with full power of substitution in the premises.

Dated: ____________________


(Signature)



(Address)




















EX-4.53
16
exh453.htm
EXHIBIT












Exhibit 4.53

The Warrant and the securities issuable upon exercise of
this Warrant (the "Securities") have not been registered under the
Securities Act of 1933 (the "Securities Act") or under any state
securities or Blue Sky laws ("Blue Sky Laws").  No transfer, sale,
assignment, pledge, hypothecation or other disposition of this Warrant or the
Securities or any interest therein may be made except (a) pursuant to an
effective registration statement under the Securities Act and any applicable
Blue Sky Laws or (b) if the Company has been furnished with both an opinion of
counsel for the holder, which opinion and counsel shall be reasonably
satisfactory to the Company, to the effect that no registration is required
because of the availability of an exemption from registration under the
Securities Act and applicable Blue Sky Laws, and assurances that the transfer,
sale, assignment, pledge, hypothecation or other disposition will be made only
in compliance with the conditions of any such registration or exemption.

	WARRANT TO PURCHASE SHARES OF COMMON STOCK

	OF POPMAIL.COM, INC.

Warrant No. ___	Irving, Texas
	December 21, 2000

This certifies that, for value received, The Shaar Fund, or
its successors or assigns ("Holder") is entitled to purchase from
PopMail.com, inc. (the "Company") One Hundred Thousand (100,000) fully
paid and nonassessable shares (the "Shares") of the Company's Common
Stock, $.01 par value (the "Common Stock"), at any time from the date
hereof until December 21, 2005 (the "Warrant Exercise Period"), at an
exercise price per share of 120% of the Market Price (as defined below) (the
"Exercise Price"), subject to adjustment as herein provided.
"Market Price" shall mean the lower of (i) the lowest trade of
the Company's Common Stock as reported by Nasdaq or (ii) the lowest price for
which the Company sells a share of Common Stock, each determined during the
period commencing thirty (30) days prior to the date hereof and ending thirty
(30) days after the date hereof.

This Warrant is subject to the following provisions, terms
and conditions:

1.	Exercise of Warrant.  The rights represented by this Warrant
may be exercised by the Holder, in whole or in part (but not as to a fractional
share of Common Stock), by the surrender of this Warrant (properly endorsed, if
required, at the Company's principal office in Irving, Texas, or such other
office or agency of the Company as the Company may designate by notice in
writing to the Holder at the address of such Holder appearing on the books of
the Company at any time within the period above named), and upon payment to it
by certified check, bank draft or cash of the purchase price for such Shares.
The Company agrees that the Shares so purchased shall have and are deemed to be
issued to the Holder as the record owner of such Shares as of the close of
business on the date on which this Warrant shall have been surrendered and
payment made for such Shares as aforesaid.  Certificates for the Shares of
Common Stock so purchased shall be delivered to the Holder within a reasonable
time, not exceeding ten (10) days, after the rights represented by this Warrant
shall have been so exercised, and, unless this Warrant has expired, a new
Warrant representing the number of Shares, if any, with respect to which this
Warrant shall not then have been exercised shall also be delivered to the Holder
within such time.  The Company may require that any such new Warrant or any
certificate for Shares purchased upon the exercise hereof bear a legend
substantially similar to that which is contained on the face of this
Warrant.
2.	Transferability of this Warrant.  This Warrant is issued
upon the following terms, to which each Holder consents and agrees:




(a)	Until this Warrant is transferred on the books of the
Company, the Company will treat the Holder of this Warrant registered as such on
the books of the Company as the absolute owner hereof for all purposes without
being affected by any notice to the contrary.

(b)	This Warrant may not be exercised, and this Warrant
and the Shares underlying this Warrant shall not be transferable, except in
compliance with all applicable state and federal securities laws, regulations
and orders, and with all other applicable laws, regulations and orders.

(c)	Prior to making any disposition of this Warrant or of
any of the Shares underlying this Warrant, the Holder will give written notice
to the Company describing the manner of any such proposed disposition.  The
Warrant may not be transferred, and the Shares may not be transferred, without
the Holder obtaining an opinion of counsel satisfactory in form and substance to
the Company's counsel stating that the proposed transaction will not result in a
prohibited transaction under the Securities Act, and applicable Blue Sky laws.
By accepting this Warrant, the Holder agrees to act in accordance with any
conditions reasonably imposed on such transfer by such opinion of counsel.

(d)	Neither this issuance of this Warrant nor the issuance
of the Shares underlying this Warrant have been registered under the Securities
Act.



3.	Certain Covenants of the Company.  The Company covenants and
agrees that all Shares which may be issued upon the exercise of the rights
represented by this Warrant, upon issuance and full payment for the Shares so
purchased, will be duly authorized and issued, fully paid and nonassessable and
free from all taxes, liens and charges with respect to the issue hereof, except
those that may be created by or imposed upon the Holder or its property, and
without limiting the generality of the foregoing, the Company covenants and
agrees that it will from time to time take all such actions as may be requisite
to assure that the par value per share of the Common Stock is at all times equal
to or less than the effective purchase price per share of the Common Stock
issuable pursuant to this Warrant.  The Company further covenants and agrees
that during the period within which the rights represented by this Warrant may
be exercised, the Company will at all times have authorized and reserved free of
preemptive or other rights for the exclusive purpose of issue upon exercise of
the purchase rights evidenced by this Warrant, a sufficient number of shares of
its Common Stock to provide for the exercise of the rights represented by this
Warrant.
4.	Adjustment of Exercise Price and Number of Shares.  The
Exercise Price and number of Shares are subject to the following
adjustments:


	(a)	Adjustment of Exercise Price for Stock
Dividend, Stock Split or Stock Combination.  In the event that (i) any
dividends on any class of stock of the Company payable in Common Stock or
securities convertible into or exercisable for Common Stock ("Common Stock
Equivalents") shall be paid by the Company, (ii) the Company shall
subdivide its then outstanding shares of Common Stock into a greater number of
shares, or (iii) the Company shall combine its outstanding shares of Common
Stock, by reclassification or otherwise, then, in any such event, the Exercise
Price in effect immediately prior to such event shall (until adjusted again
pursuant hereto) be adjusted immediately after such event to a price (calculated
to the nearest full cent) determined by dividing (a) the number of shares of
Common Stock outstanding immediately prior to such event, multiplied by the then
existing Exercise Price, by (b) the total number of shares of Common Stock
outstanding immediately after such event, and the resulting quotient shall be
the adjusted Exercise Price per share.  No adjustment of the Exercise Price
shall be made if the amount of such adjustment shall be less than $.05 per
share, but in such case any adjustment that would otherwise be required then to
be made shall be carried forward and shall be made at the time and together with
the next subsequent adjustment which, together with any adjustment or
adjustments so carried forward, shall amount to not less than $.05 per
share.

(b)	Adjustment of Number of Shares Purchasable on
Exercise of Warrants.  Upon each adjustment of the Exercise Price pursuant
to this Section, the Holder shall thereafter (until another such adjustment) be
entitled to purchase at the adjusted Exercise Price the number of shares,
calculated to the nearest full share, obtained by multiplying the number of
shares specified in such Warrant (as adjusted as a result of all adjustments in
the Exercise Price in effect prior to such adjustment) by the Exercise Price in
effect prior to such adjustment and dividing the product so obtained by the
adjusted Exercise Price.

(c)	Notice as to Adjustment.  Upon any adjustment
of the Exercise Price and any increase or decrease in the number of shares of
Common Stock purchasable upon the exercise of the Warrant, then, and in each
such case, the Company within thirty (30) days thereafter shall give written
notice thereof, by first class mail, postage prepaid, addressed to each Holder
as shown on the books of the Company, which notice shall state the adjusted
Exercise Price and the increased or decreased number of shares purchasable upon
the exercise of the Warrants, and shall set forth in reasonable detail the
method of calculation and the facts upon which such calculation is based.

(d)	Effect of Reorganization, Reclassification, Merger,
etc.  If at any time while any Warrant is outstanding there should be any
capital reorganization of the capital stock of the Company (other than the
issuance of any shares of Common Stock in subdivision of outstanding shares of
Common Stock by reclassification or otherwise and other than a combination of
shares provided for in Section 4(a) hereof), or any consolidation or merger of
the Company with another corporation, or any sale, conveyance, lease or other
transfer by the Company of all or substantially all of its property to any other
corporation, which is effected in such a manner that the holders of Common Stock
shall be entitled to receive cash, stock, securities, or assets with respect to
or in exchange for Common Stock, then, as a part of such transaction, lawful
provision shall be made so that each Holder shall have the right thereafter to
receive, upon the exercise hereof, the number of shares of stock or other
securities or property of the Company, or of the successor corporation resulting
from such consolidation or merger, or of the corporation to which the property
of the Company has been sold, conveyed, leased or otherwise transferred, as the
case may be, which the Holder would have been entitled to receive upon such
capital reorganization, reclassification of capital stock, consolidation,
merger, sale, conveyance, lease or other transfer, if such Warrant had been
exercised immediately prior to such capital reorganization, reclassification of
capital stock, consolidation, merger, sale, conveyance, lease or other transfer.
In any such case, appropriate adjustments (as determined by the Board of
Directors of the Company) shall be made in the application of the provisions set
forth in this Warrant (including the adjustment of the Exercise Price and the
number of Shares issuable upon the exercise of the Warrants) to the end that the
provisions set forth herein shall thereafter be applicable, as near as
reasonably may be, in relation to any shares or other property thereafter
deliverable upon the exercise of the Warrants as if the Warrants had been
exercised immediately prior to such capital reorganization, reclassification of
capital stock, such consolidation, merger, sale, conveyance, lease or other
transfer and the Warrant Holders had carried out the terms of the exchange as
provided for by such capital reorganization, consolidation or merger.  The
Company shall not effect any such capital reorganization, consolidation, merger
or transfer unless, upon or prior to the consummation thereof, the successor
corporation or the corporation to which the property of the Company has been
sold, conveyed, leased or otherwise transferred shall assume by written
instrument the obligation to deliver to each Holder such shares of stock,
securities, cash or property as in accordance with the foregoing provisions such
Holder shall be entitled to purchase.

5.	No Rights as Stockholders.  This Warrant shall not entitle
the Holder as such to any voting rights or other rights as a stockholder of the
Company.
6.	Governing Law.  This Warrant shall be governed by and
construed in accordance with the laws of the State of Minnesota.
7.	Amendments and Waivers.  The provisions of this Warrant may
not be amended, modified or supplemented, and waiver or consents to departures
from the provisions hereof may not be given, unless the Company agrees in
writing and has obtained the written consent of the Holders.
8.	Notices.  All notices or communications hereunder, except as
herein otherwise specifically provided, shall be in writing and if sent to the
Holder shall be mailed, delivered, or telefaxed and confirmed to the Holder at
his or her address set forth on the records of the Company; or if sent to the
Company shall be mailed, delivered, or telefaxed and confirmed to PopMail.com,
inc., 1333 Corporate Drive, Suite 350, Irving, TX  75038 or to such other
address as the Company or the Holder shall notify the other as provided in this
Section.


IN WITNESS WHEREOF, PopMail.com, inc. has caused this Warrant
to be signed by its duly authorized officer in the date set forth above.













PopMail.com, inc.

By:___________________________________
	Its:________________________________



SUBSCRIPTION FORM













To be signed only upon exercise of Warrant.

The undersigned, the holder of the within Warrant, hereby
irrevocably elects to exercise the purchase right represented by such Warrant
for, and to purchase thereunder, ___________________________________________ of
the shares of Common Stock of PopMail.com, inc. (the "Shares")  to
which such Warrant relates and herewith makes payment of $______ therefor
in cash, certified check or bank draft and requests that a certificate
evidencing the Shares be delivered to, _______________________________, the
address for whom is set forth below the signature of the undersigned:

Dated: ____________________



(Signature)



(Address)

	ASSIGNMENT FORM


To be signed only upon authorized transfer of Warrant.

FOR VALUE RECEIVED, the undersigned hereby sells, assigns,
and transfers unto _____________________________________ the right to purchase
shares of Common Stock of PopMail.com, inc. to which the within Warrant relates
and appoints ____________________ attorney, to transfer said right on the books
of _________________ with full power of substitution in the premises.

Dated: ____________________


(Signature)



(Address)


EX-4.54
17
exh454.htm
EXHIBIT











Exhibit 4.54

Schedule of Warrants
Issued in Connection with Convertible Secured Debt
Financing

Date of         Name of                 Warrant Number          Expiration Date
Issuance        Warrant Recipient       No.     Shares


12/01/00        GSI Ventures, LLC       GSI-1   200,000         12/01/05

12/08/00        GSI Ventures, LLC       GSI-2    50,000         12/08/05

12/13/00        GSI Ventures, LLC       GSI-3    50,000         12/13/05

12/15/00        GSI Ventures, LLC       GSI-4    50,000         12/15/05

12/21/00        The Shaar Fund, Ltd.    GSI-5   100,000         12/21/05

02/08/01        GSI Ventures, LLC       GSI-6    35,000         02/08/06























EX-4.55
18
exh455.htm
EXHIBIT













Exhibit 4.55

March 12, 2000


To:	Henry Fong, Gulfstream Partners

From:	PopMail.com, Inc.

Re:	Amended and Restated Letter Agreement for Investment

Dear Mr. Fong:

	PopMail.com, Inc. ("PopMail" of the "Company") hereby
agrees to sell shares of its common stock to Gulfstream Partners
("Gulfstream") on the following terms, which have been amended and
restated from the terms of our previous letter agreement dated October 30,
2000:





Gulfstream hereby subscribes for and purchases 3,000,000
shares of common stock, par value $.01 per share (the "Common
Stock") of PopMail. Upon the shareholder approval and filing of
the amendment to the Articles of Incorporation referred to above, the shares of
Common Stock issued to Gulfstream will be duly authorized, validly issued, fully
paid and non-assessable.

In payment for the Common Stock, Gulfstream agrees to pay
to the Company a cash purchase price of Four Hundred Twenty-five Thousand
Dollars ($425,000). The purchase price will be paid no later than October 30,
2000. 

Gulfstream acknowledges that an investment in PopMail is
highly speculative, involves a high degree of risk and immediate dilution and is
suitable only for persons who can afford to lose their entire investment.
Gulfstream represents and warrants that it is Gulfstream's intention to acquire
the Common Stock for its account for investment purposes and not with a view to
resale in connection with any distribution thereof.  Gulfstream further
represents and agrees that if Gulfstream should later desire to dispose of or
transfer any of the Common Stock in any manner, Gulfstream shall not do so
without registration of the Common Stock pursuant to the Securities Act of 1933
(the "Act") and applicable state laws, unless Gulfstream obtains an
opinion of counsel satisfactory to the Company that such proposed disposition or
transfer may be made lawfully without the registration. Gulfstream understands
and acknowledges that the stock certificate representing the shares of Common
Stock subscribed for hereby and to be issued by the Company upon acceptance of
this Subscription Agreement, will contain an appropriate restrictive legend
evidencing the above restrictions.

PopMail agrees that as soon as practicable and in no
event more than 60 days after the issuance of the Common Stock, it will file
with the Securities and Exchange Commission a registration statement on Form S-3
(or, if such form is unavailable, on such other form as is available for such
registration), covering the resale of the Common Stock. PopMail will use its
best efforts to have such registration statement declared effective by the SEC
within 30 days after the filing of the registration statement. PopMail will use
its best efforts to keep the registration statement effective at all times until
the earlier of (i) two years after the date of this Agreement or (ii) the date
on which Gulfstream or its assignee has sold all of the Common Stock.

Gulfstream shall maintain the right to assign up to
1,588,235 of the aforementioned 3,000,000 shares to Wayne Mills, Blake Capital
Partners or such other assignee as Gulfstream requests.

This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and to their successors and assigns. This
instrument contains the entire agreement of the parties, and there are no
representations, covenants or other agreements except as stated or referred to
herein. This Agreement shall be governed by and construed in accordance with the
laws of the State of Minnesota.

















Very truly yours,

POPMAIL.COM, INC.


By ____________________
Its ____________________
















The undersigned agrees to purchase the Common Stock described above
subject to the terms and conditions of this Amended and Restated Letter
Agreement.

GULFSTREAM PARTNERS
By ______________________
Its ______________________

Date: March 12, 2001



















EX-4.56
19
exh456.htm
EXHIBIT












Exhibit 4.56



SUBSCRIPTION AGREEMENT

	This SUBSCRIPTION AGREEMENT (the "Agreement") is made as of
March 16, 2001, by and between PopMail.com, inc., a Minnesota corporation (the
"Company"), and Goben Enterprises L.P. (the
"Purchaser").

	WHEREAS, the Company desires to sell to Purchaser, and Purchaser desires
to purchase, Five Hundred Thousand (500,000) shares of the Company's common
stock, $.01 par value (the "Shares") for an aggregate price of Thirty-
five Thousand Dollars ($35,000).

	NOW, THEREFORE, in consideration of the mutual covenants and upon the
terms and subject to the conditions set forth herein, the Company and Purchaser
agree as follows:





Acquisition of Shares. In accordance with the
terms and conditions set forth herein, the Company hereby agrees to sell,
transfer, convey and deliver to Purchaser, and Purchaser hereby agrees to
acquire on the date hereof, all right, title and interest in the Shares.  The
aggregate purchase price of the Shares shall be Thirty-five Thousand Dollars
($35,000) payable upon the parties' execution of this Agreement.  Promptly after
the execution of this Agreement and receipt of the Purchaser's payment the
Company shall deliver to Purchaser a stock certificate evidencing the
Shares.
Representations, Warranties and Covenants of the
Purchaser.  The Purchaser represents and warrants to the Company as
follows:






Binding Obligation.  This Agreement constitutes
the legal, valid and binding obligation of Purchaser in accordance with the
terms hereof.
Representations, Warranties and Covenants of the
Purchaser. 








Purchaser has been given access to full and complete
information regarding the Company (including the opportunity to meet with
Company officers and review such other documents as Purchaser may have requested
in writing).
Purchaser represents that it is an "Accredited
Investor," as that term is defined in Rule 501(a) promulgated in connection
with the Securities Act of 1933, as amended.
Purchaser is experienced and knowledgeable in financial
and business matters, is capable of evaluating the merits and risks of investing
in the Shares, and does not need or desire the assistance of a knowledgeable
representative to aid in the evaluation of such risks.
Purchaser realizes that a purchase of the Shares
represents a speculative investment involving a high degree of risk.
Purchaser realizes that the Shares have not been
registered for sale under the Securities Act of 1933, as amended, (the
"Act"), or applicable state securities laws (the "State
Laws") and may be sold only pursuant to registration under the Act and
State Laws, or an opinion of counsel satisfactory to counsel for the Company
that such registration is not required.
Purchaser is a resident of the State of
Florida.








Representations, Warranties and Covenants of the
Company.  The Company hereby represents, warrants and covenants to Purchaser
as follows:







Binding Obligation. This Agreement constitutes
the legal, valid and binding obligation of Purchaser in accordance with the
terms hereof.

No Legal Bar. The Company is not prohibited by any
order, writ, injunction or decree of any body of competent jurisdiction from
consummating the transactions contemplated by this Agreement, and no such action
or proceeding is pending against Company which questions the validity of this
Agreement or any of the transactions contemplated hereby.

Regulatory Approvals. There are no consents,
approvals, authorizations and other requirements prescribed by any law, rule or
regulation which must be obtained or satisfied by Company in order to permit the
consummation of the transactions contemplated by this Agreement.

Registration Under the Securities Act of 1933.
The Company shall include the Shares in its next registration statement filed
under the Act.  The Company shall prepare and file a registration statement
under the Act (the "Registration Statement") registering the Shares
for resale within 90 days of the date of this Agreement.  The Company shall bear
all expenses and fees incurred in connection with the preparation, filing, and
amendment of the Registration Statement with the Securities and Exchange
Commission, except that the Purchaser (or its assignee) shall pay (i) all fees,
disbursements and expenses of any counsel or expert retained by Purchaser and
(ii) all underwriting discounts and commissions, filing fees and any transfer or
other taxes relating to the Shares included in the Registration
Statement.



4.	Legend. The certificates representing the
Common Shares shall have imprinted a legend containing substantially the
following language:




"The securities represented by this certificate have
not been registered under either the Securities Act of 1933, as amended, or
applicable state securities laws and may not be sold, transferred, assigned,
offered, pledged or otherwise distributed for value unless there is an effective
registration statement under such Act and such laws covering such securities, or
the Company receives an opinion of counsel acceptable to the Company stating
that such sale, transfer, assignment, offer, pledge or other distribution for
value is exempt from the registration and prospectus delivery requirements of
such Act and such laws."



	5.	Miscellaneous.  

(a)	Governing Law.  This Agreement shall be
governed by and construed in accordance with the internal laws of the State of
Minnesota, without giving effect to the principles of conflict of laws.





Entire Agreement; Severability and
Enforcement.









This Agreement and the instruments delivered pursuant
hereto constitute the entire agreement between the parties and supersede all
prior agreements and understandings, written or oral, between the parties
relating to the subject matter hereof.  This Agreement may be amended or
supplemented only by a writing signed by all of the parties hereto.

Each provision of this Agreement is severable.  If any
provision of this Agreement is found to be unenforceable or in violation of any
statute, rule, regulation, order or decree of any governmental authority, court
or agency, then such provision shall be modified to the minimum extent necessary
so as to render it enforceable and cure such violation, and all other provisions
hereof shall remain in full force and effect notwithstanding such
violation.









Facsimile/Counterpart Execution. This Agreement
may be executed by facsimile transmitted signature, and both parties agree that
the reproduction of signatures by way of telecopying devices shall be treated as
though such reproductions were executed originals.  This Agreement may be
executed in counterparts, each of which shall be considered an
original.



IN WITNESS WHEREOF, the parties have
executed this Agreement as of the date and year first written above.
PopMail.com,
Inc.					


By:_____________________________	____________________________
__
   	Stephen J. Spohn				Goben Enterprises L.P.
("Purchaser")















Chief Financial
Officer	By:____________________________	
PopMail.com, Inc.	SS#:_________________________














	1333 Corporate Drive, Suite 350	Address:
______________________	
	Irving, TX
75038			______________________________
							_________________________






















EX-10.20
20
exh1020.htm
EXHIBIT











EXHIBIT 10.20
Date of		Name of		Warrant	        Number		Expiration
Issuance	Recipient	No.		Shares		Date		Status

3/03/99	Michael A. Bird		BWL-1		25,000		3/03/2004	Cancelled
3/03/99	John E. Feltl		BWL-2		82,500		3/03/2004
3/03/99	Stephen D. King		BWL-3		82,500		3/03/2004
3/03/99	Timothy I. Maudlin		BWL-4		50,000		3/03/2004
3/03/99	Wayne W. Mills		BWL-5		250,000		3/03/2004	Cancelled

Note: all share amounts and exercise prices are pre-split values.




















EX-10.23
21
exh1023.htm
EXHIBIT












EXHIBIT 10.23


Schedule of Warrants Issued in Connection with Series A 8% Convertible
Preferred Stock
Date of	Name of		Warrant	Number		Expiration
Issuance	Holder	 	No. 	Shares		Date /Status

5/14/99	The Shaar Fund, Ltd	A-1	300,000		5/14/2004
						Cancelled

5/14/99	Progressive Group	A-2	150,000		5/14/2004


NOTE:  All share amounts and exercise
prices reflect pre-split values.




















EX-10.29
22
exh1029.htm
EXHIBIT












EXHIBIT 10.29


Schedule of Warrants
Issued in Connection with Series C 8% Convertible Preferred
Stock

Date of	Name of 		Warrant	Number		Exercise Price
Issuance	Recipient		No.	Shares		Expiration Date

11/12/99	The Shaar Fund, Ltd.	C-1	100,000		$3.00
						7/13/2004
						Cancelled

7/13/99	Progressive Group	C-2	150,000		$3.00
						7/13/2004

11/12/99	The Shaar Fund, Ltd.	C-1b	100,000		$3.00
						7/13/2004
						Cancelled

11/12/99	The Shaar Fund, Ltd.	C-3	200,000		$2.00
						7/13/2004
						Cancelled



Note:  All share numbers and exercise prices are pre-split values.




















EX-10.33
23
exh1033.htm
EXHIBIT










EXHIBIT 10.33


Schedule of Warrants
Issued in Connection with Series D 8% Convertible Preferred
Stock

Date of		Name of		Warrant		Number		Expiration Date
Issuance		Recipient		No.		Shares


8/31/99		The Shaar Fund, Ltd.	D-1		300,000		8/31/2004
								Cancelled

8/31/99		Progressive Group	D-2		150,000		8/31/2004

Note:  All share amounts are pre-split
values.




















EX-10.52
24
exh1052.htm
EXHIBIT












Exhibit 10.52

STOCK PURCHASE AGREEMENT
By and Between
NETCALENDAR, INC.
and
POPMAIL.COM, INC.
______________________________
August __, 2000
______________________________






STOCK PURCHASE AGREEMENT


This Stock Purchase Agreement (the "Agreement") is entered into as of
August 8, 2000 (the "Effective Date") by and between NetCalendar, Inc., a
corporation organized under the laws of the State of Delaware (hereinafter
"NetCalendar"), and PopMail.com, inc., a Minnesota corporation
("PopMail").



W I T N E S S E T H:


WHEREAS, PopMail desires to purchase 27,624 shares of NetCalendar common
stock, par value $0.01 per share (the "Shares") and NetCalendar is willing to
sell the Shares to PopMail pursuant to the terms, and subject to the conditions
set forth hereinafter.
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
A G R E E M E N T:




PURCHASE AND SALE OF STOCK


Purchase and Sale.  Pursuant to the terms, and subject to the
conditions set forth herein, NetCalendar shall issue and sell the Shares to
PopMail, and PopMail shall purchase the Shares from NetCalendar for the price of
$1,000,000 (the "Purchase Price") payable in the manner specified in Section
1.2.

Payment of the Purchase Price. The Purchase Price shall be paid in
shares of PopMail common stock, $.01 par value, ("Purchase Price Shares")
delivered to NetCalendar at the closing (the "Closing") of the purchase
transaction contemplated herein selected by mutual agreement of the parties, but
not later than August 26, 2000 (the "Initial Closing Date").  For purposes of
this Section 1.2, the Purchase Price Shares shall be valued at the average
closing share price of PopMail common stock for the ten consecutive trading days
preceding the second business day prior to the Initial Closing Date (the
"Initial Closing Share Price"); provided, however, that PopMail
shall not be obligated to issue shares of its common stock at an effective per
share price of less than $.50.  If the average closing share price of PopMail
common stock for the ten consecutive trading days preceding the second business
day prior to the Initial Closing Date is less than $.50, PopMail shall offer to
NetCalendar Purchase Price Shares at an effective per share price of $.50 and
NetCalendar shall have the option to accept such offer (in which event the
Initial Closing Share Price shall be $.50) or to reject such offer and terminate
this Agreement pursuant to Section 6.1.
The Closing.  The Closing shall take place at the offices of Maslon
Edelman Borman & Brand, LLP, 3300 Wells Fargo Center, Minneapolis, MN 55402.
At the Closing, NetCalendar shall deliver to PopMail a certificate representing
the Shares in a form reasonably satisfactory to PopMail and its counsel and duly
executed by authorized officers of NetCalendar. At the Closing, PopMail shall
deliver to NetCalendar certificates representing the Purchase Price Shares in a
form reasonably satisfactory to NetCalendar and its counsel and duly executed by
authorized officers of PopMail. 
Supplemental Closing.  During the seven (7) business day period
commencing on the 435th day following the Initial Closing Date, NetCalendar
shall make the following determinations:  (a) the average per share selling
price (the "Average Selling Price") of all Purchase Price Shares, if any, sold
by NetCalendar during the 15-month period beginning upon the Initial Closing
Date pursuant to the provisions of Section 5.2 hereof, and (b) the number of
Purchase Price Shares, if any, which NetCalendar offered for sale at any time
pursuant to the provisions of Section 5.2 hereof, but was not able to sell due
to lack of a buyer during the applicable period (the "Unsold Purchase Price
Shares").  NetCalendar shall provide to PopMail written notice of each such
determination in reasonable detail, which notice shall include a certificate
containing any Unsold Purchase Price Shares (the "Lookback Notice").  If the
Average Selling Price of Purchase Price Shares sold by NetCalendar during such
period is less than the Initial Closing Share Price of such shares, NetCalendar
shall have the right to receive additional cash or, at PopMail's option, shares
of PopMail common stock ("Supplemental Purchase Price Shares") equal in value to
the amount by which the Initial Closing Share Price exceeds the Average Selling
Price, multiplied by the number of Purchase Price Shares sold by NetCalendar
during such 15-month period (such amount constituting the "Supplemental Purchase
Price").  In addition to the Supplemental Purchase Price, to the extent
NetCalendar has returned any Unsold Purchase Price Shares with the Lookback
Notice, NetCalendar shall have the right to receive, in exchange therefor, such
number of NetCalendar Shares as provided  below.  On the 10th business day
following the date of the Lookback Notice delivered in accordance herewith(the
"Supplemental Closing Date"), PopMail shall deliver to NetCalendar (a) either
cash or one or more certificates executed by duly authorized officers of PopMail
representing Supplemental Purchase Price Shares equal in value to the
Supplemental Purchase Price, and (b) such number of Shares as shall have been
purchased by PopMail with the Unsold Purchase Price Shares as of the Initial
Closing Date.  For purposes of this Section 1.4, the value of the Supplemental
Purchase Price Shares shall be equal to the average closing share price of
PopMail common stock for the ten consecutive trading days preceding the second
business day prior to the Supplemental Closing Date.  In the event that the
Supplemental Registration Statement is not declared effective by the Securities
and Exchange Commission (the "SEC") on or before the Supplemental Registration
Due Date, or is not maintained effective throughout the Supplemental
Registration Period, pursuant to the provisions of Section 5.3 hereof,
NetCalendar shall be entitled to return to PopMail certificates representing
such number of Supplemental Purchase Price Shares as shall then be held by
NetCalendar (such shares representing the "Unrealized Supplemental Purchase
Price") and PopMail shall, within five (5) days following receipt of same,
either pay to NetCalendar the Unrealized Supplemental Purchase Price in cash or
return to NetCalendar that number of Shares as shall have been equivalent in
value to the Unrealized Supplemental Purchase Price as of the Initial Closing
Date.


REPRESENTATIONS AND WARRANTIES


Representations and Warranties of NetCalendar.  NetCalendar
hereby represents and warrants to PopMail as of the date hereof as follows:


Organization and Qualification.  NetCalendar is a corporation,
validly existing and in good standing under the laws of the State of Delaware,
with the requisite corporate power and authority to own and use its properties
and assets and to carry on its business as currently conducted.  NetCalendar is
duly qualified to do business and is in good standing as a foreign corporation
in each jurisdiction in which the nature of the business conducted or property
owned by it makes such qualification necessary, except where the failure to be
so qualified or in good standing, as the case may be, could not, individually or
in the aggregate, (x) adversely affect the legality, validity or enforceability
of the Shares or this Agreement, (y) have a material adverse effect on the
results of operations, assets, or financial condition of NetCalendar, or (z)
adversely impair NetCalendar's ability to perform fully on a timely basis its
material obligations under this Agreement (a "Material Adverse Effect").
Authorization; Enforcement.  NetCalendar has the requisite corporate
power and authority to enter into and to consummate the transactions
contemplated by this Agreement and to otherwise carry out its obligations
thereunder. The execution and delivery of this Agreement by NetCalendar and the
consummation by it of the transactions contemplated hereby have been duly
authorized by all necessary action on the part of NetCalendar. This Agreement
has been duly executed by NetCalendar and when delivered in accordance with the
terms hereof shall constitute the legal, valid and binding obligation of
NetCalendar enforceable against NetCalendar in accordance with its terms, except
as such enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating to, or
affecting generally the enforcement of, creditors' rights and remedies or by
other equitable principles of general application.  NetCalendar is not in
violation of any provision of its certificate of incorporation, bylaws or other
charter documents.
Capitalization.  The authorized, issued and outstanding capital stock
of NetCalendar is set forth in Schedule 2.1(c).  The only shares of currently
issued and outstanding NetCalendar capital stock (including shares of common
stock) entitled to preemptive or similar rights are shares of Series A, B and C
Convertible Preferred Stock. Except as disclosed in Schedule 2.1(c), there are
no outstanding options, warrants, script rights to subscribe to, calls or
commitments of any character whatsoever relating to, or, securities, rights or
obligations convertible into or exchangeable for, or giving any person any right
to subscribe for or acquire any shares of common stock, or contracts,
commitments, understandings, or arrangements by which NetCalendar is or may
become bound to issue additional shares of common stock, or securities or rights
convertible or exchangeable into shares of common stock. 
Issuance of the Shares.  The Shares are duly authorized, and, when
issued against payment as contemplated by this Agreement, shall be validly
issued.
No Conflicts.  The execution, delivery and performance of this
Agreement by NetCalendar and the consummation by NetCalendar of the transactions
contemplated hereby do not and will not (i) conflict with or violate any
provision of its certificate of incorporation, bylaws or other charter documents
(each as amended through the date hereof), (ii) conflict with, or constitute a
default (or an event which with notice or lapse of time or both would become a
default) under, or give to others any rights of termination, amendment,
acceleration or cancellation of, any agreement, indenture or instrument
(evidencing a NetCalendar debt or otherwise) to which NetCalendar is a party or
by which any property or asset of NetCalendar is bound or affected, or (iii)
result in a violation of any law, rule, regulation, order, judgment, injunction,
decree or other restriction of any court or governmental authority to which
NetCalendar is subject (including federal and state securities laws and
regulations), or by which any property or asset of NetCalendar is bound or
affected, except in the case of each of clauses (ii) and (iii), as could not,
individually or in the aggregate, have or result in a Material Adverse Effect.
The business of NetCalendar is not being conducted in violation of any law,
ordinance or regulation of any governmental authority, except for violations
which, individually or in the aggregate, could not have or result in a Material
Adverse Effect.
Consents and Approvals.  NetCalendar is not required to obtain any
consent, waiver, authorization or order of, or make any filing or registration
with, any court or other federal, state, local, foreign or other governmental
authority or other Person (defined below) in connection with the execution,
delivery and performance by NetCalendar of this Agreement other than where the
failure to obtain such consent, waiver, authorization or order, or to give or
make such notice or filing, could not have or result in, individually or in the
aggregate, a Material Adverse Effect.  NetCalendar shall deliver to PopMail the
Shares in the manner contemplated hereby free and clear of all liens and
encumbrances of any nature whatsoever. A "Person" means an individual or
corporation, partnership, trust, incorporated or unincorporated association,
joint venture, limited liability company, joint stock company, government (or an
agency or subdivision thereof) or other entity of any kind.
Litigation; Proceedings.  Except as specifically disclosed in
Schedule 2.1(g), there is no action, suit, notice of violation, proceeding or
investigation pending or, to the knowledge of NetCalendar, threatened against or
affecting NetCalendar or any of its properties before or by any court,
governmental or administrative agency or regulatory authority (federal, state,
county, local or foreign) which (i) adversely affects or challenges the
legality, validity or enforceability of this Agreement or the Shares or (ii)
could, individually or in the aggregate, have or result in a Material Adverse
Effect.
No Default or Violation.  NetCalendar (i) is not in default under or
in violation of (and has not received notice of a claim that it is in default
under or that it is in violation of) any indenture, loan or credit agreement or
any other agreement or instrument to which it is a party or by which it or any
of its properties is bound, (ii) is not in violation of any order of any court,
arbitrator or governmental body, or (iii) is not in violation of any statute,
rule or regulation of any governmental authority, except as could not
individually or in the aggregate, have or result in, a Material Adverse
Effect.
Private Offering.  Assuming the accuracy of the representations and
warranties of PopMail set forth in Sections 2.2(h), (i) and (j), the offer,
issuance and sale of the Shares to PopMail as contemplated hereby are exempt
from the registration requirements of the Securities Act of 1933, as amended
(the "Securities Act").
Investment Intent.  NetCalendar is acquiring the Purchase Price
Shares, and may acquire the Supplemental Purchase Price Shares, for
NetCalendar's own account for investment purposes only and not with a view to or
for distributing or reselling such securities except pursuant to a registration
statement then effective under the Securities Act.
Access to Information. NetCalendar acknowledges that NetCalendar has
been afforded (i) the opportunity to ask such questions as NetCalendar has
deemed necessary of, and to receive answers from, representatives of PopMail
concerning the merits and risks of investing in the Purchase Price Shares and
the Supplemental Purchase Price Shares; (ii) access to information about PopMail
and PopMail's financial condition, results of operations, business, properties,
management and prospects sufficient to enable NetCalendar to evaluate
NetCalendar's investment; and (iii) the opportunity to obtain such additional
information which PopMail possesses or can acquire without unreasonable effort
or expense that is necessary to make an informed investment decision.
Reliance. NetCalendar understands and acknowledges that (i) the
Purchase Price Shares and the Supplemental Purchase Price Shares are being
issued to NetCalendar without registration under the Securities Act in a private
placement that is exempt from the registration provisions of the Securities Act
and (ii) the availability of such exemption, depends in part on, and PopMail
will rely upon the accuracy and truthfulness of, the foregoing representations
and NetCalendar hereby consents to such reliance.

Representations and Warranties of PopMail.  PopMail hereby represents
and warrants to NetCalendar as of the date hereof as follows:


Organization and Qualification.  PopMail is a corporation, validly
existing and in good standing under the laws of the State of Minnesota, with the
requisite corporate power and authority to own and use its properties and assets
and to carry on its business as currently conducted.  PopMail is duly qualified
to do business and is in good standing as a foreign corporation in each
jurisdiction in which the nature of the business conducted or property owned by
it makes such qualification necessary, except where the failure to be so
qualified or in good standing, as the case may be, could not, individually or in
the aggregate, (x) adversely affect the legality, validity or enforceability of
the Purchase Price Shares, the Supplemental Purchase Price Shares or this
Agreement, (y) have a material adverse effect on the results of operations,
assets, or financial condition of PopMail, or (z) adversely impair PopMail's
ability to perform fully on a timely basis its material obligations under this
Agreement (a "Material Adverse Effect").
Authorization; Enforcement.  PopMail has the requisite corporate
power and authority to enter into and to consummate the transactions
contemplated by this Agreement and to otherwise carry out its obligations
thereunder. The execution and delivery of this Agreement by PopMail and the
consummation by it of the transactions contemplated hereby have been duly
authorized by all necessary action on the part of PopMail. This Agreement has
been duly executed by PopMail and when delivered in accordance with the terms
hereof shall constitute the legal, valid and binding obligation of PopMail
enforceable against PopMail in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating to, or
affecting generally the enforcement of, creditors' rights and remedies or by
other equitable principles of general application.  PopMail is not in violation
of any provision of its articles of incorporation, bylaws or other charter
documents.
Issuance of the Purchase Price Shares and the Supplemental Purchase Price
Shares.  The Purchase Price Shares and the Supplemental Purchase Price
Shares are duly authorized, and, when issued against payment as contemplated by
this Agreement, shall be validly issued.
No Conflicts.  The execution, delivery and performance of this
Agreement by PopMail and the consummation by PopMail of the transactions
contemplated hereby do not and will not (i) conflict with or violate any
provision of its articles of incorporation, bylaws or other charter documents
(each as amended through the date hereof), (ii) conflict with, or constitute a
default (or an event which with notice or lapse of time or both would become a
default) under, or give to others any rights of termination, amendment,
acceleration or cancellation of, any agreement, indenture or instrument
(evidencing a PopMail debt or otherwise) to which PopMail is a party or by which
any property or asset of PopMail is bound or affected, or (iii) result in a
violation of any law, rule, regulation, order, judgment, injunction, decree or
other restriction of any court or governmental authority to which PopMail is
subject (including federal and state securities laws and regulations), or by
which any property or asset of PopMail is bound or affected, except in the case
of each of clauses (ii) and (iii), as could not, individually or in the
aggregate, have or result in a Material Adverse Effect.  The business of PopMail
is not being conducted in violation of any law, ordinance or regulation of any
governmental authority, except for violations which, individually or in the
aggregate, could not have or result in a Material Adverse Effect.
Consents and Approvals.  PopMail is not required to obtain any
consent, waiver, authorization or order of, or make any filing or registration
with, any court or other federal, state, local, foreign or other governmental
authority or other Person (defined below) in connection with the execution,
delivery and performance by PopMail of this Agreement other than where the
failure to obtain such consent, waiver, authorization or order, or to give or
make such notice or filing, could not have or result in, individually or in the
aggregate, a Material Adverse Effect.  PopMail shall deliver to PopMail the
Purchase Price Shares and, if applicable, the Supplemental Purchase Price Shares
in the manner contemplated hereby free and clear of all liens and encumbrances
of any nature whatsoever. A "Person" means an individual or corporation,
partnership, trust, incorporated or unincorporated association, joint venture,
limited liability company, joint stock company, government (or an agency or
subdivision thereof) or other entity of any kind.
Litigation; Proceedings.  Except as specifically disclosed in
Schedule 2.2(f), there is no action, suit, notice of violation, proceeding or
investigation pending or, to the knowledge of PopMail, threatened against or
affecting PopMail or any of its properties before or by any court, governmental
or administrative agency or regulatory authority (federal, state, county, local
or foreign) which (i) adversely affects or challenges the legality, validity or
enforceability of this Agreement or the Purchase Price Shares or the
Supplemental Purchase Price Shares or (ii) could, individually or in the
aggregate, have or result in a Material Adverse Effect.
Private Offering.  Assuming the accuracy of the representations and
warranties of NetCalendar set forth in Sections 2.1(j), (k) and (l), the offer,
issuance and sale of the Purchase Price Shares and the Supplemental Purchase
Price Shares to NetCalendar as contemplated hereby are exempt from the
registration requirements of the Securities Act of 1933, as amended (the
"Securities Act").
Investment Intent.  PopMail is acquiring the Shares for PopMail's own
account for investment purposes only and not with a view to or for distributing
or reselling such securities.
Access to Information. PopMail acknowledges that PopMail has been
afforded (i) the opportunity to ask such questions as PopMail has deemed
necessary of, and to receive answers from, representatives of NetCalendar
concerning the merits and risks of investing in the Shares; (ii) access to
information about NetCalendar and NetCalendar's financial condition, results of
operations, business, properties, management and prospects sufficient to enable
PopMail to evaluate PopMail's investment; and (iii) the opportunity to obtain
such additional information which PopMail possesses or can acquire without
unreasonable effort or expense that is necessary to make an informed investment
decision.
Reliance. PopMail understands and acknowledges that (i) the Shares
are being issued to PopMail without registration under the Securities Act in a
private placement that is exempt from the registration provisions of the
Securities Act and (ii) the availability of such exemption, depends in part on,
and NetCalendar will rely upon the accuracy and truthfulness of, the foregoing
representations and PopMail hereby consents to such reliance.



INDEMNIFICATION


Survival of Representations and Warranties. Notwithstanding any
investigation made by or on behalf of any of the parties hereto or the results
of any such investigation and notwithstanding the participation of such party in
the Closing, the representations and warranties contained in Article 2
hereof shall survive the Closing, provided that claims based upon any alleged
breach of a representation or warranty contained in Sections 2.1(g) or 2.2(f)
may be brought at any time on or prior to the expiration of any relevant statute
of limitations governing the underlying claim.
Indemnification of PopMail.  NetCalendar agrees to indemnify and hold
harmless PopMail, and each of PopMail's subsidiaries, and their respective
officers, directors, employees, agents, affiliates and shareholders against and
in respect of: (i) any and all losses, damages or deficiencies (whether as a
result of a direct claim by PopMail against NetCalendar, a third party claim
against PopMail or otherwise) resulting to PopMail from any and all breaches of
representations, warranties, covenants or other terms of this Agreement by
NetCalendar made or contained in this Agreement or in any certification, list,
document, exhibit or schedule delivered to PopMail under or in connection with
this Agreement or the transactions contemplated herein; and (ii) all costs and
expenses incident to any and all actions, suits, proceedings, claims, demands,
assessments, settlements or judgments in respect of  the foregoing, regardless
of the merit thereof, including PopMail's reasonable legal and accounting fees
and expenses (whether incident to the foregoing or to PopMail's enforcement of
said rights of defense and indemnity) (items (i) and(ii) above shall be referred
to herein collectively as "PopMail's Damages").
Procedure for Indemnification of PopMail.  If any action, suit or
proceeding shall be commenced against PopMail or any claim, demand or assessment
be asserted against PopMail in respect of which PopMail proposes to demand
indemnification, PopMail shall notify NetCalendar to that effect with reasonable
promptness. PopMail will have the right to cause NetCalendar to assume the
entire control of the defense, compromise or settlement thereof, including, at
the expense of NetCalendar, employment of counsel satisfactory to PopMail and,
in connection therewith, PopMail shall cooperate fully to make available to
NetCalendar all pertinent information under its control.  With respect to any
action, suit, proceeding claim, demand or assessment made against PopMail as to
which PopMail does not cause NetCalendar to assume control of the defense
thereof, NetCalendar shall thereafter reimburse PopMail for all of PopMail's
Damages, as and when they are incurred.
Indemnification of NetCalendar.  PopMail agrees to indemnify and hold
harmless NetCalendar, and each of NetCalendar's subsidiaries, and their
respective officers, directors, employees, agents, affiliates and stockholders
against and in respect of: (i) any and all losses, damages or deficiencies
(whether as a result of a direct claim by NetCalendar against PopMail, a third
party claim against NetCalendar or otherwise) resulting to NetCalendar from any
and all breaches of representations, warranties, covenants or other terms of
this Agreement by PopMail made or contained in this Agreement or in any
certification, list, document, exhibit or schedule delivered to NetCalendar
under or in connection with this Agreement or the transactions contemplated
herein; and (ii) all costs and expenses incident to any and all actions, suits,
proceedings, claims, demands, assessments, settlements or judgments in respect
of  the foregoing, regardless of the merit thereof, including NetCalendar's
reasonable legal and accounting fees and expenses (whether incident to the
foregoing or to NetCalendar's enforcement of said rights of defense and
indemnity) (items (i) and(ii) above shall be referred to herein collectively as
"NetCalendar's Damages").
Procedure for Indemnification of NetCalendar.  If any action, suit or
proceeding shall be commenced against NetCalendar or any claim, demand or
assessment be asserted against NetCalendar in respect of which NetCalendar
proposes to demand indemnification, NetCalendar shall notify PopMail to that
effect with reasonable promptness. NetCalendar will have the right to cause
PopMail to assume the entire control of the defense, compromise or settlement
thereof, including, at the expense of PopMail, employment of counsel
satisfactory to NetCalendar and, in connection therewith, NetCalendar shall
cooperate fully to make available to PopMail all pertinent information under its
control.  With respect to any action, suit, proceeding claim, demand or
assessment made against NetCalendar as to which NetCalendar does not cause
PopMail to assume control of the defense thereof, PopMail shall thereafter
reimburse NetCalendar for all of NetCalendar's Damages, as and when they are
incurred.


OTHER AGREEMENTS OF THE PARTIES


Transfer Restrictions.  


The Shares, Purchase Price Shares, the Supplemental Purchase Price Shares
and the Additional Shares (defined in Section 4.4 below) may only be disposed of
pursuant to an effective registration statement under the Securities Act or
pursuant to an available exemption from or in a transaction not subject to the
registration requirements thereof. In connection with any transfer of such
securities other than pursuant to an effective registration statement, the
issuer may require the transferor thereof to provide to the issuer an opinion of
counsel experienced in the area of federal securities laws selected by the
transferor, the form and substance of which opinion shall be reasonably
satisfactory to the issuer and its counsel, to the effect that such transfer
does not require registration under the Securities Act of 1933, as amended.

Each of NetCalendar and PopMail agree to the imprinting, so long as is
required by this Section 4.1(b), of either of the following legends on
certificates and other documents representing the Shares, Purchase Price Shares,
Supplemental Purchase Price Shares and Additional Shares: 

Legend (1):
THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE, IN
RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT
OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS.
Legend (2):
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND
MAY BE TRANSFERRED ONLY IF REGISTERED UNDER SUCH APPLICABLE ACTS OR UPON
DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE
COMPANY, THAT SUCH TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
The legends set forth above shall be removed from such certificates and
other documents and the issuer shall issue a certificate without any legend
(upon surrender of the legended certificates or other documents duly endorsed)
to each holder of such certificates and other documents upon which it is stamped
if (i) such securities are registered for resale under the Securities Act or
(ii) such legend is not required pursuant to Rule 144(k) promulgated under the
Securities Act. Each of NetCalendar and PopMail agrees that it will provide the
other, upon request, with certificates representing the issuer's securities
issued pursuant to this Agreement free from such legend at such time as such
legend is no longer required in accordance with this Section.
Appointment to Board of Advisors; Appointment to Board of Directors.



Promptly upon the Closing of the purchase of the Shares contemplated by this
Agreement, NetCalendar shall appoint one person designated by PopMail to the
NetCalendar Board of Advisors and permit such person (or any replacement
designated by PopMail) to fully participate in the duties and other activities
of the Board of Advisors, and shall reimburse such person for any and all
expense reasonably incurred in connection therewith, so long as PopMail owns any
of the Shares.  PopMail hereby designates ______________ as PopMail's first
appointee to serve on the NetCalendar Board of Advisors.
In the event that PopMail fully exercises the Option pursuant to Section 4.4
below as to all 27,624 Additional Shares, and PopMail causes the Initial
Registration Statement defined in Section 5.1 to be declared effective on or
before the Initial Registration Due Date, NetCalendar shall cause PopMail's
designee (or any replacement designee subsequently identified by PopMail) to be
appointed to the NetCalendar Board of Directors.  So long as (i) the Initial
Registration Statement is maintained effective throughout the Registration
Period and any Supplemental Registration Statement is maintained effective
throughout the Supplemental Registration Period, and (ii) PopMail owns in excess
of eight percent (8%) of NetCalendar's issued and outstanding shares of capital
stock, on a fully diluted, as-converted basis, PopMail's designee shall continue
to serve on the NetCalendar Board of Directors.

Option to Purchase Additional Shares.  NetCalendar hereby grants to
PopMail an option (the "Option") to purchase up to 27,624 additional shares of
NetCalendar common stock (the "Additional Shares") at a per share price of
$36.2004 (the "Exercise Price"), payable in cash. To exercise the Option,
PopMail must deliver written notice thereof (the "Option Notice") to NetCalendar
on or before the 30th day following the Initial Closing Date.  In the event that
PopMail elects to exercise the Option, the parties shall select a mutually
agreeable closing date, time and location within thirty (30) days of the Option
Notice, at which PopMail will deliver to NetCalendar the aggregate Exercise
Price and NetCalendar shall deliver to PopMail certificates representing the
Additional Shares.
Notice of Breaches.  Each of NetCalendar and PopMail shall give
prompt written notice to the other of any breach of any representation, warranty
or other agreement contained in this Agreement, as well as any events or
occurrences arising after the date hereof and prior to the Initial Closing Date
which would reasonably be likely to cause any representation or warranty or
other agreement of such party, as the case may be, contained herein to be
materially incorrect or breached as the date thereof.  However, no disclosure by
either party pursuant to this Section 4.5 shall be deemed to cure any breach of
any representation, warranty or other agreement contained herein


REGISTRATION OF POPMAIL COMMON STOCK


Filing of Initial Registration Statement.  On or before the 30th
day following the Initial Closing Date, PopMail shall prepare and file a
registration statement on Form S-3 (or any successor form thereto) (the "Initial
Registration Statement") covering the resale of the Purchase Price Shares issued
pursuant to Section 1.2 hereof with the SEC pursuant to Rule 415 of the
Securities Act.  PopMail will use its reasonable best efforts to have the
Initial Registration Statement declared effective by the SEC on or before the
75th day following the Initial Closing Date (the Initial Registration Due
Date").  PopMail  shall maintain the effectiveness of the Initial Registration
Statement at all times until the second anniversary of the Initial Closing Date
(the "Registration Period").
Resale of Purchase Price Shares.  NetCalendar may sell pursuant to
the Initial Registration Statement up to 25 percent of the Purchase Price Shares
during each of four successive 90 day periods commencing on the date the Initial
Registration Statement is declared effective by the SEC (the "Effective Date").
NetCalendar may sell any remaining Purchase Price Shares pursuant to the Initial
Registration Statement during the period commencing on the 361 day following the
Effective Date and ending upon the expiration of the Registration Period and,
thereafter, pursuant to Rule 144 promulgated under the Securities Act of 1933,
as amended.
Supplemental Registration Statement.  In the event that PopMail
issues Supplemental Purchase Price Shares pursuant to the provisions of Section
1.4 hereof, PopMail shall prepare and file a registration statement on Form S-3
(or any successor form thereto) (the "Supplemental Registration Statement")
covering the resale of such securities with the SEC pursuant to Rule 415 of the
Securities Act.  PopMail will use its reasonable best efforts to have the
Supplemental Registration Statement declared effective by the SEC on or before
the 75th day following the Supplemental Closing Date (the "Supplemental
Registration Due Date"). PopMail shall maintain the effectiveness of the
Supplemental Registration Statement at all times until the first anniversary of
the Supplemental Closing Date (the "Supplemental Registration Period").
Filing of Amendments.  PopMail shall prepare and file with the SEC
such amendments (including post-effective amendments) and supplements to the
Initial Registration Statement (and, if applicable, the Supplemental
Registration Statement) and the prospectus(es) used in connection therewith as
may be necessary to keep such Registration Statements effective at all times
through the Registration Period and the Supplemental Registration Period.
Qualification Under Blue Sky Laws. PopMail shall use its reasonable
best efforts to (i) register and qualify the securities covered by the Initial
Registration Statement and Supplemental Registration Statement (collectively,
the "PopMail Shares") under such other securities or blue sky laws of such
jurisdictions as NetCalendar may reasonably request, (ii) prepare and file in
those jurisdictions such amendments (including post-effective amendments) and
supplements, (iii) take such other actions as may be necessary to maintain such
registrations and qualifications in effect at all times through the Registration
Period and, if applicable, the Supplemental Registration Period and (iv) take
all other actions reasonably necessary or advisable to qualify the PopMail
Shares for sale in such jurisdictions; provided, however, that
PopMail shall not be required in connection therewith or as a condition thereto
to (I) qualify to do business in any jurisdiction where it would not otherwise
be required to qualify but for this Section 5.5, (II) subject itself to general
taxation in any such jurisdiction, (III) file a general consent to service of
process in any such jurisdiction (excluding execution of a Form U-2 Uniform
Consent to Service of Process or equivalent filing which may be required for
such registration, qualification or any exemption therefrom), or (IV) make any
change in its charter or bylaws.
Registration Expenses.  All expenses (other than fees and expenses of
investment bankers  retained by NetCalendar, if any, and brokerage commissions)
incurred in connection with registrations, filings or qualifications pursuant to
this Article 5, including, without limitation, all registration, listing and
qualifications fees, printers and accounting fees and the fees and disbursements
of counsel for PopMail, shall be borne by PopMail; provided,
however, that NetCalendar shall bear the fees and out-of-pocket expenses
of its own legal counsel and any  accountants and agents engaged by
NetCalendar.
Indemnification.  In the event any PopMail Shares are included in a
registration statement pursuant to this Agreement:


To the extent permitted by law, PopMail (in such capacity an "Indemnifying
Party") shall indemnify and hold NetCalendar (in such capacity an "Indemnified
Person") harmless against any losses, claims, damages, expenses or liabilities
(collectively the "Claims") to which NetCalendar becomes subject under the
Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange
Act") or otherwise, insofar as such Claims (or actions or proceedings, whether
commenced or threatened, in respect thereof) arise out of or are based upon any
of the following statements, omissions or violations in the Initial Registration
Statement or Supplemental Registration Statement, or any post-effective
amendment thereof, or any prospectus included therein: (i) any untrue statement
or alleged untrue statement of a material fact contained in either registration
statement or any post-effective amendment thereof or the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, (ii) any untrue
statement or alleged untrue statement of a material fact contained in any
preliminary prospectus if used prior to the effective date of the applicable
registration statement, or contained in the final prospectus (as amended or
supplemented, if PopMail files any amendment thereof or supplement thereto with
the SEC) or the omission or alleged omission to state therein any material fact
necessary to make the statements made therein, in light of the circumstances
under which the statements therein were made, not misleading or (iii) any
violation or alleged violation by PopMail of the Securities Act, the Exchange
Act or any state securities law or any rule or regulation (the matters in the
foregoing clauses (i) through (iii) being, collectively, "Violations").  PopMail
shall reimburse NetCalendar promptly as such expenses are incurred and are due
and payable, for any legal fees or other reasonable expenses incurred by
NetCalendar in connection with investigating or defending any such Claim.
Notwithstanding anything to the contrary contained herein, the indemnification
agreement contained in this Section 5.7 shall not apply to a Claim arising out
of or based upon a Violation which occurs in reliance upon and in conformity
with information furnished in writing to PopMail by NetCalendar expressly for
use in connection with the preparation of either the Initial Registration
Statement or the Supplemental Registration Statement or any such amendment
thereof.  Such indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of such Indemnified Person.
In connection with the Initial Registration Statement and, if applicable,
the Supplemental Registration Statement, NetCalendar (in such capacity an
"Indemnifying Party") agrees to indemnify and hold harmless, to the same extent
and in the same manner set forth in Section 5.7(a), PopMail, each of its
directors, each of its officers who signs the Registration Statement, each
person, if any, who controls PopMail within the meaning of the Securities Act or
the Exchange Act, and any other shareholder selling securities pursuant to the
applicable registration statement or any of its directors or officers or any
person who controls such shareholder within the meaning of the Securities Act or
the Exchange Act (each an "Indemnified Party"), against any Claim to which any
of them may become subject, under the Securities Act, the Exchange Act or
otherwise, insofar as such Claim arises out of or is based upon any Violation,
in each case to the extent (and only to the extent) that such Violation occurs
in reliance upon and in conformity with written information furnished to PopMail
by NetCalendar expressly for use in connection with either or both registration
statement; and NetCalendar will promptly reimburse any legal or other expenses
reasonably incurred by the Indemnified Parties in connection with investigating
or defending any such Claim; provided, however, that the indemnity
agreement contained in this Section 5.7(b) shall not apply to amounts paid in
settlement of any Claim if such settlement is effected without the prior written
consent of NetCalendar, which consent shall not be unreasonably withheld;
provided, further, however, that NetCalendar shall be
liable under this Section 5.7(b) for only that amount of a Claim as does not
exceed the net proceeds to NetCalendar as a result of the sale of the Purchase
Price Shares or the Supplemental Purchase Price Shares pursuant to either the
Initial Registration Statement or the Supplemental Registration Statement. Such
indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of such Indemnified Party.
Promptly after receipt by the Indemnified Person or any Indemnified Party
under this Section 5.7 of notice of the commencement of any action (including
any governmental action), the Indemnified Person or such Indemnified Party
shall, if a Claim in respect thereof is to made against any Indemnifying Party
under this Section 5.7, deliver to the Indemnifying Party a written notice of
the commencement thereof and this Indemnifying Party shall have the right to
participate in, and, to the extent the Indemnifying Party so desires, jointly
with any other Indemnifying Party similarly noticed, to assume control of the
defense thereof with counsel mutually satisfactory to the Indemnifying Parties;
provided, however, that an Indemnified Person or Indemnified Party
shall have the right to retain its own counsel, with the fees and expenses to be
paid by the Indemnifying Party, if, in the reasonable opinion of counsel
retained by the Indemnifying Party, the representation by such counsel of the
Indemnified Person or Indemnified Party and the Indemnifying Party would be
inappropriate due to actual or potential differing interests between such
Indemnified Person or Indemnified Party and other party represented by such
counsel in such proceeding.  The failure to deliver written notice to the
Indemnifying Party within a reasonable time of the commencement of any such
action shall not relieve such Indemnifying Party of any liability to the
Indemnified Person or Indemnified Party under this Section 5.7, except to the
extent that the Indemnifying Party is prejudiced in its ability to defend such
action. The indemnification required by this Section 5.7 shall be made by
periodic payments of the amount thereof during the course of the investigation
or defense, as such expense, loss, damage or liability is incurred and is due
and payable.

Contribution.  To the extent any indemnification provided for
herein is prohibited or limited by law, the Indemnifying Party agrees to make
the maximum contribution with respect to any amounts for which it would
otherwise be liable under Section 5.7 to the fullest extent permitted by law;
provided, however, that (a) no contribution shall be made under
circumstances where the maker would not have been liable for indemnification
under the fault standards set forth in Section 5.7, (b) no person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation and (c) contribution by NetCalendar
shall be limited in amount to the net amount of proceeds received by NetCalendar
from the sale of the Purchase Price Shares and the Supplemental Purchase Price
Shares.
Reports under Exchange Act.  With a view to making available to
NetCalendar the benefits of Rule 144 or any other similar rule or regulation of
the SEC that may at any time permit NetCalendar to sell securities of PopMail to
the public without registration, until such time as NetCalendar have sold all
the Purchase Price Shares and the Supplemental Purchase Price Shares pursuant to
the Initial Registration Statement and, if applicable, the Supplemental
Registration Statement, or Rule 144, PopMail agrees to:


make and keep public information available, as those terms are understood
and defined in Rule 144;
file with the SEC all reports and other documents required of PopMail under
the Securities Act and the Exchange Act; and
furnish to NetCalendar so long as NetCalendar owns Purchase Price Shares or
Supplemental Purchase Price Shares, promptly upon request, (i) a written
statement by PopMail that it has complied with the reporting requirements of
Rule 144, the Securities Act and the Exchange Act, (ii) a copy of the most
recent annual or quarterly report of PopMail and such other reports and
documents so filed by PopMail and (iii) such other information as may be
reasonably requested to permit NetCalendar to sell such securities pursuant to
Rule 144 without registration.



TERMINATION; REMEDIES


Termination.  This Agreement will be terminated and, except as
set forth below, the provisions hereof shall have no further force or effect in
the earliest event that:


The average closing share price of PopMail common stock for the ten
consecutive trading days preceding the second business day prior to the Initial
Closing Date is less than $.50 and NetCalendar rejects PopMail's offer of
Purchase Price Shares made pursuant to Section 1.1;
The Initial Registration Statement is not declared effective by the SEC on
or before the Initial Registration Due Date, and NetCalendar elects (as hereby
authorized) to terminate this Agreement at any time during the 60-day period
following the Initial Registration Due Date by providing written notice thereof
(the "Termination Notice") to PopMail during such period; provided,
however, that NetCalendar may not elect to terminate this Agreement if
the Initial Registration Statement is declared effective by the SEC prior to
NetCalendar providing such Termination Notice.  Within ten (10) days of the date
of such Termination Notice, PopMail shall deliver to NetCalendar the
certificates representing the Shares and NetCalendar shall deliver to PopMail
the certificates representing the Purchase Price Shares; or
The Initial Registration Statement, having once been declared effective by
the SEC, is not maintained effective by PopMail throughout the Registration
Period, and NetCalendar elects (as hereby authorized) to terminate this
Agreement at any time during the 60-day period following the date upon which the
Initial Registration shall become not effective, by providing written notice
thereof (the "Termination Notice") to PopMail during such period; provided,
however, that NetCalendar may not elect to terminate this Agreement if the
Initial Registration Statement, having become not effective, is again made
effective by the SEC prior to NetCalendar providing such Termination Notice.
Within ten (10) days of the date of such Termination Notice, NetCalendar shall
deliver to PopMail certificates representing such number of Purchase Price
Shares as shall then be held by NetCalendar, and PopMail shall deliver to
NetCalendar  certificates representing such number of Shares as shall equal the
value of the Purchase Price Shares tendered by NetCalendar hereunder, with the
value of the Purchase Price Shares and the Shares exchanged under this Section
6.1(c) each being determined as of the Initial Closing Date.

Litigation Expense.  In the event any party hereto is made or shall
become a party to any litigation commenced by or against the other party
involving the enforcement of any of the rights or remedies of such party, or
arising on account of a default of the other party in its performance of any of
the other party's obligations hereunder, then the prevailing party in such
litigation shall be entitled to full reimbursement by the other party of any and
all reasonable costs incurred by such prevailing party in connection with such
litigation, including the reasonable costs, fees and expenses of
attorneys.


MISCELLANEOUS


Fees and Expenses.  Each party shall pay the fees and expenses of
its advisers and other experts in connection with the transactions contemplated
by this Agreement.
Entire Agreement.  This Agreement, together with any Exhibits and
Schedules hereto, contains the entire understanding of the parties with respect
to the subject matter hereof and supersedes all prior agreements and
understandings, oral or written, with respect to such matters.
Notices.  Any and all notices or other communications or deliveries
required or permitted to be provided hereunder shall be in writing and shall be
deemed given and effective on the earliest of (i) the date of transmission, if
such notice or communication is delivered via facsimile at the facsimile
telephone number specified in this Section prior to 4:30 p.m. (Minneapolis time)
on a business day, (ii) the business day after the date of transmission, if such
notice or communication is delivered via facsimile at the facsimile telephone
number specified herein later than 4:30 p.m. (Minneapolis time) on any date and
earlier than 11:59 p.m. (Minneapolis time) on such date, (iii) the business day
following the date of mailing, if sent by nationally recognized overnight
courier service, or (iv) upon actual receipt by the party to whom such notice is
required to be given.  The address for such notices and communications shall be
as follows:
If to PopMail:
PopMail.com, inc.
5700 W. Plano Parkway Suite 1000
Plano, TX  75093
telephone:  972-381-2742
facsimile:  972-381-2743 
Attention: Mr. Gary Schneider

With copy to:

Philip J. Tilton, Esq.
Maslon Edelman Borman & Brand, LLP
3300 Wells Fargo Center
Minneapolis, MN 55402
telephone: 612-672-8200
facsimile: 612-672-8397
If to NetCalendar:
NetCalendar, Inc. 
1901 N. Ft. Myer Drive, Suite 702
Arlinton, Virginia  22209
telephone:  703.812.1500
facsimile:  703.812.1507
Attention:  Mr. Edward L. Neumann
With copy to:
J. Stephen Britt, Esq.
Enterprise Business Law Group LLC
7900 Westpark Drive, Suite T-305
McLean, Virginia  22102
telephone:  703.848.8317
facsimile:  703.848.8333
Waivers.  No waiver of any default with respect to any provision,
condition or requirement of this Agreement shall be deemed to be a continuing
waiver in the future or a waiver of any other provision, condition or
requirement hereof, nor shall any delay or omission of either party to exercise
any right hereunder in any manner impair the exercise of any such right accruing
to it thereafter.
Headings.  The headings herein are for convenience only, do not
constitute a part of this Agreement and shall not be deemed to limit or affect
any of the provisions hereof.
Assignment and Delegation.  Neither party may assign its rights nor
delegate its duties or obligations arising under this Agreement without the
written consent of the other, which consent may be withheld for any reason or no
reason.  The assignment by a party of this Agreement or any rights hereunder
shall not affect the obligations of such party under this Agreement.
No Third-Party Beneficiaries.  This Agreement is intended for the
benefit of the parties hereto and their respective permitted successors and
assigns and, other than with respect to permitted assignees under Section 7.6,
is not for the benefit of, nor may any provision hereof be enforced by, any
other Person.
Governing Law.  This Agreement shall be governed by and construed and
enforced in accordance with the internal laws of the State of Minnesota without
regard to the principles of conflicts of law thereof.
Survival.  The representations, warranties, agreements and covenants
contained in this Agreement shall survive after the Closing Date.
Execution.  This Agreement may be executed in two or more
counterparts, all of which when taken together shall be considered one and the
same agreement and shall become effective when counterparts have been signed by
each party and delivered to the other party, it being understood that both
parties need not sign the same counterpart.  In the event that any signature is
delivered by facsimile transmission, such signature shall create a valid and
binding obligation of the party executing (or on whose behalf such signature is
executed) the same with the same force and effect as if such facsimile signature
page were an original thereof.
Severability.  In case any one or more of the provisions of this
Agreement shall be invalid or unenforceable in any respect, the validity and
enforceability of the remaining terms and provisions of this Agreement shall not
in any way be affected or impaired thereby and the parties will attempt to agree
upon a valid and enforceable provision which shall be a reasonable substitute
therefor, and upon so agreeing, shall incorporate such substitute provision in
this Agreement.
Remedies.  Each of the parties to this Agreement acknowledges and
agrees that the other parties would be damaged irreparably in the event any of
the provisions of this Agreement are not performed in accordance with their
specific terms or otherwise are breached.  Accordingly, each of the parties
hereto agrees that the other parties shall be entitled to an injunction or
injunctions to prevent breaches of the provisions of this Agreement and to
enforce specifically this Agreement and the terms and provisions of this
Agreement in any action instituted in any court of the United States of America
or any state thereof having jurisdiction over the parties to this Agreement and
the matter, in addition to any other remedy to which they may be entitled, at
law or in equity.





IN WITNESS WHEREOF, the parties hereto have caused this Stock Purchase
Agreement to be duly executed by their respective authorized persons as of the
date first indicated above.






NETCALENDAR, INC.


By:  _______________________
	Edward L. Neumann
Its: Chief Executive Officer


POPMAIL.COM, INC.


By:  _______________________
	Gary Schneider
Its: Chief Executive Officer



EX-10.53
25
exh1053.htm
EXHIBIT












Exhibit 10.53

SECURITY AGREEMENT
This Security Agreement (the
"Agreement") is made as of December 8, 2000 by and between JBII
Corporation, a Delaware corporation (the "Debtor"), and
PopMail.com, Inc., a Minnesota corporation (the "Secured
Party").
RECITALS
The Debtor and the Secured Party are parties to a
Secured Promissory Note of even date with this Agreement (the
"Note").  The parties intend that the Debtor's obligations to
repay the Note be secured by certain assets of the Debtor.
AGREEMENT

In consideration of the purchase of the Note by the Secured
Party and for other good and valuable consideration, the Debtor hereby agrees
with the Secured Party as follows:
1.	Grant of Security Interest.  To secure
the Debtor's full and timely performance of all of the Debtor's obligations and
liabilities to the Secured Party pursuant to the Note (including, without
limitation, Debtor's obligation to timely pay the principal amount of the Note)
(the "Obligations"), the Debtor hereby grants to the Secured
Party a continuing security interest (the "Security Interest")
in and to all of the property described on Exhibit A to this Agreement
(the "Collateral").  The Security Interest shall be a first and
prior interest in all of the Collateral.
2.	Covenants.  The Debtor covenants and
agrees with the Secured Party that, from and after the date of this Agreement
until the Obligations are paid in full:
(a)	Other Liens.  Except for the Security
Interest, the Debtor is the owner of the Collateral.  No financing statements
covering any Collateral or any proceeds thereof are on file in any public
office.
(b)	Further Documentation.  At any time and
from time to time, upon the written request of the Secured Party, and at the
sole expense of the Secured Party, the Debtor will promptly and duly execute and
deliver such further instruments and documents and take such further action as
the Secured Party may reasonably request for the purpose of obtaining or
preserving the full benefits of this Agreement and of the rights and powers
herein granted, including, without limitation, filing any financing or
continuation statements under the Uniform Commercial Code in effect in any
jurisdiction with respect to the liens created hereby.  The Debtor also hereby
authorizes the Secured Party to file any such financing or continuation
statement without the signature of the Debtor to the extent permitted by
applicable law.  A reproduction of this Agreement shall be sufficient as a
financing statement (or as an exhibit to a financing statement on form UCC-1)
for filing in any jurisdiction.
(c)	Indemnification.  The Debtor agrees to
defend, indemnify and hold harmless the Secured Party against any and all
liabilities, costs and expenses (including, without limitation, legal fees and
expenses): (i) with respect to, or resulting from, any delay in paying, any
and all excise, sales or other taxes which may be payable or determined to be
payable with respect to any of the Collateral or (ii) with respect to, or
resulting from, any delay in complying with any law, rule, regulation or order
of any governmental authority applicable to any of the Collateral.
(d)	Maintenance of Records.  The Debtor will
keep and maintain at its own expense complete and satisfactory records of the
Collateral.
(e)	Inspection Rights.  The Secured Party
shall have full access during normal business hours, and upon reasonable prior
notice, to all the books, correspondence and other records of the Debtor
relating to the Collateral.  The Secured Party or its representatives may
examine such records and make photocopies or otherwise take extracts from such
records.  The Debtor agrees to render to the Secured Party, at the Debtor's
expense, such clerical and other assistance as may be reasonably requested with
regard to the exercise of its rights pursuant to this paragraph.
(f)	Compliance with Laws, etc.  The Debtor
will comply in all material respects with all laws, rules, regulations and
orders of any governmental authority applicable to any part of the Collateral or
to the operation of the Debtor's business; provided, however, that
the Debtor may contest any such law, rule, regulation or order in any reasonable
manner which does not, in the reasonable opinion of the Debtor, adversely affect
the Secured Party's rights or the priority of its liens on the Collateral.
(g)	Payment of Obligations.  The Debtor will
pay promptly when due all taxes, assessments and governmental charges or levies
imposed upon the Collateral or with respect to any of its income or profits
derived from the Collateral, as well as all claims of any kind (including,
without limitation, claims for labor, materials and supplies) against or with
respect to the Collateral, except that no such charge need be paid if
(i) the validity of such charge is being contested in good faith by
appropriate proceedings, (ii) such proceedings do not involve any material
danger of the sale, forfeiture or loss of any of the Collateral or any interest
in the Collateral and (iii) such charge is adequately reserved against on
the Debtor's books in accordance with generally accepted accounting
principles.
(h)	Further Identification of Collateral.
The Debtor will furnish to the Secured Party from time to time statements and
schedules further identifying and describing the Collateral and such other
reports in connection with the Collateral as the Secured Party may reasonably
request, all in reasonable detail.
3.	Secured Party's Appointment as Attorney-in-Fact.

(a)	Powers.  For purposes of this
Agreement, "Event of Default" means Debtor's failure to pay or
discharge the Obligations in full in accordance with the terms of the Note.  The
Debtor hereby appoints the Secured Party and any officer or agent of the Secured
Party, with full power of substitution, as its attorney-in-fact with full
irrevocable power and authority in the place of the Debtor and in the name of
the Debtor or its own name, from time to time in the Secured Party's discretion
so long as an Event of Default has occurred and is continuing, for the purpose
of carrying out the terms of this Agreement, to take any appropriate action and
to execute any instrument which may be necessary or desirable to accomplish the
purposes of this Agreement.  Without limiting the foregoing, so long as an Event
of Default has occurred and is continuing, the Secured Party shall have the
right, without notice to, or the consent of, the Debtor, to do any of the
following on the Debtor's behalf:





	(i)	to pay or discharge any taxes or liens levied or
placed on or threatened against the Collateral;
	(ii)	to direct any party liable for any payment under
any of the Collateral to make payment of any and all amounts due or to become
due thereunder directly to the Secured Party or as the Secured Party
directs;
	(iii)	to ask for or demand, collect, and receive
payment of and receipt for, any payments due or to become due at any time in
respect of or arising out of any Collateral;
	(iv)	to commence and prosecute any suits, actions or
proceedings at law or in equity in any court of competent jurisdiction to
enforce any right in respect of any Collateral;
	(v)	to defend any suit, action or proceeding brought
against the Debtor with respect to any Collateral;
	(vi)	to settle, compromise or adjust any suit, action
or proceeding described in subsection (v) above and to give such discharges
or releases in connection therewith as the Secured Party may deem
appropriate;
	(vii)	to assign any patent right included in the
Collateral of Debtor (along with the goodwill of the business to which any such
patent right pertains), throughout the world for such term or terms, on such
conditions, and in such manner, as the Secured Party shall in its sole
discretion determine; and
	(viii)	generally, to sell, transfer, pledge and make
any agreement with respect to or otherwise deal with any of the Collateral and
to take, at the Secured Party's option and the Debtor's expense, any actions
which the Secured Party deems necessary to protect, preserve or realize upon the
Collateral and the Secured Party's liens on the Collateral and to carry out the
intent of this Agreement, in each case to the same extent as if the Secured
Party were the absolute owner of the Collateral for all purposes.




The Debtor hereby ratifies whatever actions the Secured Party
shall lawfully do or cause to be done in accordance with this Section 3.  This
power of attorney shall be a power coupled with an interest and shall be
irrevocable.
(b)	No Duty on Secured Party's Part.  The
powers conferred on the Secured Party by this Section 3 are solely to protect
the Secured Party's interests in the Collateral and shall not impose any duty
upon it to exercise any such powers.  The Secured Party shall be accountable
only for amounts that it actually receives as a result of the exercise of such
powers, and neither the Secured Party nor any of its officers, directors,
employees or agents shall, in the absence of willful misconduct or gross
negligence, be responsible to the Debtor for any act or failure to act pursuant
to this Section 3.
4.	Remedies.  If an Event of Default has
occurred and is continuing, the Secured Party may exercise, in addition to all
other rights and remedies granted to it in this Agreement and in any other
instrument or agreement relating to the Obligations, all rights and remedies of
a secured party under the Washington Uniform Commercial Code, as amended from
time to time (the "Code").
5.	Limitation on Duties Regarding Preservation of
Collateral.  The Secured Party's sole duty with respect to the custody,
safekeeping and preservation of the Collateral, under RCW 62.9-207 of the Code
or otherwise, shall be to deal with it in the same manner as the Secured Party
deals with similar property for its own account.  Neither the Secured Party nor
any of its directors, officers, employees or agents shall be liable for failure
to demand, collect or realize upon all or any part of the Collateral or for any
delay in doing so or shall be under any obligation to sell or otherwise dispose
of any Collateral upon the request of the Debtor or otherwise.
6.	Powers Coupled with an Interest.  All
authorizations and agencies contained in this Agreement with respect the
Collateral are irrevocable and powers coupled with an interest.
7.	Miscellaneous.

(a)	Amendments and Waivers.  Any term of
this Agreement may be amended with the written consent of the parties or their
respective successors and assigns.  Any amendment or waiver effected in
accordance with this Section 7(a) shall be binding upon the parties and
their respective successors and assigns.
(b)	Transfer; Successors and Assigns. 
The terms and conditions of this Agreement shall be binding upon the Debtor
and its successors and assigns and inure to the benefit of the Secured Party and
its successors and assigns.  Nothing in this Agreement, express or implied, is
intended to confer upon any party other than the parties hereto or their
respective successors and assigns any rights, remedies, obligations
or liabilities under or by reason of this Agreement, except as expressly
provided in this Agreement.
(c)	Governing Law.  This Agreement and all
acts and transactions pursuant hereto and the rights and obligations of the
parties hereto shall be governed, construed and interpreted in accordance with
the laws of the State of Washington, without giving effect to principles of
conflicts of law.
(d)	Counterparts.  This Agreement may be
executed in two or more counterparts, each of which shall be deemed an original
and all of which together shall constitute one instrument.
(e)	Titles and Subtitles.  The titles and
subtitles used in this Agreement are used for convenience only and are not
to be considered in construing or interpreting this Agreement.
(f)	Notices.  Any notice required or
permitted by this Agreement shall be in writing and shall be deemed sufficient
upon receipt, when delivered personally or by courier, overnight delivery
service or confirmed facsimile, or forty-eight (48) hours after being deposited
in the U.S. mail as certified or registered mail with postage prepaid, if such
notice is addressed to the party to be notified at such party's address or
facsimile number as set forth below or as subsequently modified by
written notice.
(g)	Severability.  If one or more provisions
of this Agreement are held to be unenforceable under applicable law, the parties
agree to renegotiate such provision in good faith, in order to maintain the
economic position enjoyed by each party as close as possible to that under the
provision rendered unenforceable.  In the event that the parties cannot reach a
mutually agreeable and enforceable replacement for such provision, then
(i) such provision shall be excluded from this Agreement, (ii) the
balance of the Agreement shall be interpreted as if such provision were so
excluded and (iii) the balance of the Agreement shall be enforceable in
accordance with its terms.
(h)	Entire Agreement.  This Agreement, and
the documents referred to herein constitute the entire agreement between the
parties hereto pertaining to the subject matter hereof, and any and all other
written or oral agreements existing between the parties hereto concerning such
subject matter are expressly canceled.
[Signature Page Follows]
The Debtor and Secured Party have caused this Agreement to be
duly executed and delivered as of the date first above written.
		DEBTOR:


		JBII Corporation

		a Delaware corporation


			By:____________________________

			Name:___________________________

		Title:	___________________________


		Address:	2310 130th Avenue NE
			Suite B-202
			Bellevue, WA  98005

		Facsimile No:(425) 869-3678

SECURED PARTY:
PopMail.com, Inc., 
a Minnesota corporation

By:_________________________

Name:___________________________

Title:  ___________________________	


Address:
1331 Corporate Dr # 350 
Irving, TX 75038
Facsimile Number:  (972) 550-5581



















EX-10.54
26
exh1054.htm
EXHIBIT












Exhibit 10.54


THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A
VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF.  NO SUCH SALE
OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT
RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY
THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.
SECURED PROMISSORY NOTE

$2,250,000.00	December 8, 2000
	Bellevue, Washington

	For value received, JBII Corporation, a Washington
corporation (the "Company"), promises to pay to Popmail.com,
Inc. (the "Holder"), the principal sum of Two Million Two
Hundred Fifty Thousand Dollars and No Cents ($2,250,000.00) (as may be adjusted
as provided in Section 2 below) (the "Principal Amount"), with
zero interest on the unpaid principal hereof; provided, however, in the event
the Company is in default of its obligation to pay any amounts due under this
Note, then interest shall accrue from the date of such default solely on such
amounts at the then applicable prime rate per annum.  This Note is issued
pursuant to that certain Asset Purchase Agreement dated December 8, 2000 by and
among the Company, the Holder and IZ.com, Inc. (the "Asset
Agreement").  All capitalized terms not defined herein shall have the
meaning set forth in the Asset Agreement.  This secured promissory note
("Note") is subject to the following terms and conditions.
1.	Maturity.  This Note will automatically mature and be due
and payable in one of the following options, which option shall be chosen by
Company in its sole discretion except that compliance with option (a) shall
be mandatory upon the occurrence of a Liquidity Event (as defined
below):




(a)	Within five (5) days following the closing of
(i) an underwritten initial public offering of the Company's Common Stock
pursuant to a Registration Statement on Form S-1 under the Securities Act of
1933, as amended (the "IPO"), or (ii) the sale or other
transfer or conveyance of all or substantially all of the Purchased Assets
substantially in exchange for cash consideration, or (iii) the Company's
merger with or into or consolidation with any other corporation (other than a
wholly-owned subsidiary corporation) substantially in exchange for cash
consideration or if the Company effects any other transaction or series of
related transactions substantially in exchange for cash consideration in which
more than fifty percent (50%) of the voting power of the Company is disposed of
and the Company is not the survivor (each of (i), (ii) and (iii) a
"Liquidity Event"); or 

(b) Beginning at the end of the Company's first fiscal
quarter that occurs after the three-year anniversary of the Closing Date (the
"Initial Quarter"), Company shall pay Holder quarterly
installments of exactly 15% of Company's net operating profit (as calculated in
accordance with GAAP) from the previous fiscal quarter, with the first
installment due 30 days after the end of the Initial Quarter and all subsequent
installments payable 30 days after the end of each quarter thereafter, provided
that all amounts due and payable under this Note shall be paid to Holder by no
later than the date that is the eight-year anniversary of the Closing Date;
or

(c) Beginning at the end of the Initial Quarter, if Company
chooses to tender Popmail Stock (as defined in Section 3) pursuant to Section 3,
Company shall pay Holder quarterly installments of shares of Popmail Stock
having a value (determined as set forth in Section 3) equal to at least 50% of
Company's operating profit (as calculated in accordance with GAAP) from the
previous fiscal quarter, with the first installment due 30 days after the end of
the Initial Quarter and all subsequent installments payable 30 days after the
end of each quarter thereafter, provided that all amounts due and payable under
this Note shall be paid to Holder by no later than the date that is the eight-
year anniversary of the Closing Date; or

(d) If Company does not elect (a), (b) or (c) above, then the
Note shall automatically mature and become due and payable in 48 equal monthly
installments, with the first such installment due the date that is the four-year
anniversary of the Closing Date, with subsequent installments due thereafter on
the monthly anniversaries of the Closing Date.




Notwithstanding the foregoing, the entire unpaid principal sum of this Note
shall become immediately due and payable upon the insolvency of the Company, the
commission of any act of bankruptcy by the Company, the execution by the Company
of a general assignment for the benefit of creditors, the filing by or against
the Company of a petition in bankruptcy or any petition for relief under the
federal bankruptcy act or the continuation of such petition without dismissal
for a period of ninety (90) days or more, or the appointment of a receiver or
trustee to take possession of the property or assets of the Company.  
2.	Principal Amount Adjustment.  In the event a
Consideration Adjustment occurs as provided in Section 2.6(a) of the Asset
Agreement or partial forgiveness of the Principal Amount occurs as provided in
Sections 2.6(b) or 2.6(c) of the Asset Agreement, the Principal Amount
shall be correspondingly reduced in an amount equal to such Consideration
Adjustment or partial forgiveness, respectively.  Any such adjustment shall
affect only the Principal Amount, and all other terms and provisions of this
Note shall remain unchanged.
3.	Payment; Prepayment.  All payments shall be made in
either (i) lawful money of the United States of America or (ii) shares of
Popmail.com, Inc. common stock ("Popmail Stock"), in each case
at such place as the Holder hereof may from time to time designate in writing to
the Company.  Any shares of Popmail Stock tendered by Holder pursuant to this
Section 3 shall be valued at the average of the closing trade prices over the
ten day period immediately prior to the date such shares are tendered.
Prepayment of this Note may be made at any time(s) and in any amount(s) without
penalty. 
4.	Transfer; Successors and Assigns.  The terms and
conditions of this Note shall inure to the benefit of and be binding upon the
respective successors and assigns of the parties.  Notwithstanding the
foregoing, the Holder may not assign, pledge, or otherwise transfer this Note
without the prior written consent of the Company, which consent shall not be
unreasonably withheld.  Subject to the preceding sentence, this Note may be
transferred only upon surrender of the original Note for registration of
transfer, duly endorsed, or accompanied by a duly executed written instrument of
transfer in form satisfactory to the Holder.  Thereupon, a new note for the same
Principal Amount and interest will be issued to, and registered in the name of,
the transferee.  Interest and Principal Amount are payable only to the
registered holder of this Note.
5.	Governing Law.  This Note and all acts and transactions
pursuant hereto and the rights and obligations of the parties hereto shall be
governed, construed and interpreted in accordance with the laws of the State of
Washington, without giving effect to principles of conflicts of law.  
6.	Notices.  Any notice required or permitted by this Note
shall be in writing and shall be deemed sufficient upon delivery, when delivered
personally or by a nationally-recognized delivery service (such as Federal
Express or UPS), or forty-eight (48) hours after being deposited in the U.S.
mail, as certified or registered mail, with postage prepaid, addressed to the
party to be notified at such party's address as set forth below or as
subsequently modified by written notice.
7.	Amendments and Waivers.  Any term of this Note may be
amended only with the written consent of the Company and the Holder.  Any
amendment or waiver effected in accordance with this Section 7 shall be
binding upon the Company, the Holder and each transferee of the Note.
8. 	Stockholders, Officers and Directors Not Liable.  In no
event shall any stockholder, officer or director of the Company be liable for
any amounts due or payable pursuant to this Note.
9.	Grant of Security Interest.  This Note is secured by a
security interest in the Purchased Assets in accordance with a separate security
agreement (the "Security Agreement") of even date herewith
between the Company and the Holder, the terms of which are incorporated herein
by reference.  In case of an Event of Default (as defined in the Security
Agreement), the Holder shall have the rights set forth in the Security
Agreement.
10.	Notice Regarding Oral Commitments.  Oral agreements or
oral commitments to loan money extend credit, or to forbear from enforcing
repayment of a debt are not enforceable under Washington law.















COMPANY:

JBII CORPORATION

By:	

Name:	
	(print)
Title:	

Address:  2310 130th Avenue NE, 














	Suite B-202
	Bellevue, WA 98005


AGREED TO AND ACCEPTED:

POPMAIL.com, INC.

By:  ___________________________

Name: _________________________
	           (print)
Title:  __________________________

Address:	1333 Corporate Drive
		Suite 350
		Irving, TX  75038




















EX-10.55
27
exh1055.htm
EXHIBIT












Exhibit 10.55



Asset Purchase Agreement

	This Asset Purchase Agreement (the "Agreement") is
entered into as of December 8, 2000, by and between JBII Corporation, a Delaware
corporation ("Buyer"), PopMail.com, Inc.
("PopMail"), a Minnesota corporation and IZ.com, Inc., a
Delaware corporation and wholly owned subsidiary of PopMail
("IZ" and together with PopMail, the
"Seller").

RECITALS

	IZ conducts a business, which among other things provides content
creation and development for publication on multiple electronic platforms
through the use of the Vignette StoryServer software, both under IZ's own brand
and for clients on a client branded basis (the "IZ Business").
For all purposes of this Agreement, "IZ Business" shall exclude all
the assets and liabilities of PopMail Network, Inc., a Texas company based in
Dallas, Texas and Fan Asylum, Inc., a California company based in San Francisco,
California.  Buyer desires to acquire from Seller, and Seller desires to sell to
Buyer, substantially all of the assets of the IZ Business on the terms and
subject to the conditions set forth in this Agreement.

AGREEMENT

	In consideration of the mutual agreements, representations,
warranties and covenants set forth below, Buyer and Seller agree as follows:

1.	Definitions.

1.1	Definitions.  As used in this Agreement, the
following terms shall have the following meanings:
(a)	"Affiliate" means with respect
to any Person, a Person directly or indirectly controlling or controlled by or
under common control with such Person.
(b)	"Closing" means the
consummation of the transactions contemplated hereby.
(c)	"Closing Date" means the date
of the Closing.
(d)	"Code" means the Internal
Revenue Code of 1986, as amended.
(e)	"Environmental Laws" shall
mean all federal, regional, state, county or local laws, statutes, ordinances,
decisional law, rules, regulations, codes, orders, decrees, directives and
judgments relating to public health or safety, pollution, damage to or
protection of the environment, any environmental contamination or pollution or
threatened contamination or pollution of, or the release or threatened release
of hazardous materials into the environment, whether existing in the past or
present or hereafter enacted, rendered, adopted or promulgated.  Environmental
Laws shall include, but are not limited to, the following laws, and the
regulations promulgated thereunder, as the same may be amended from time to
time:  the Comprehensive Environmental Response Compensation and Liability Act
(42 U.S.C. 9601 et seq.) ("CERCLA"); the Resource
Conservation and Recovery Act (42 U.S.C. 6901 et seq.)
("RCRA"); the Clean Air Act (42 U.S.C. 7401 et
seq.); the Clean Water Act (33 U.S.C. 1251 et seq.); and
state environmental laws.
(f)	"GAAP" means generally
accepted accounting principles of the United States of America.
(g)	"Governmental Authorizations"
means the permits, authorizations, consents or approvals of any Governmental
Entity which are a condition to the lawful consummation of the transactions
contemplated hereby listed on Schedule 1.1(g) to this Agreement.
(h)	"Governmental Entity" means
any court, or any federal, state, municipal or other governmental authority,
department, commission, board, agency or other instrumentality (domestic or
foreign).
(i)	"Lien" means any mortgage,
pledge, lien, security interest or agreement, option, covenant, condition,
restriction, encumbrance, lease, conditional sales contract, title retention
device, charge or other third-party claim of any kind.
(j)	"Material Adverse Effect" with
respect to a Person means any event, change or effect that is materially adverse
to the condition (financial or otherwise), properties, assets, liabilities,
business, operations or results of operations of such Person and its Affiliates,
taken as a whole.
(k)	"Person" means an individual,
corporation, partnership, association, trust, government or political
subdivision or agent or instrumentality thereof, or other entity or
organization.
(l)	"Taxes" means all taxes,
however denominated, including any interest, penalties or other additions to tax
that may become payable in respect thereof, (i) imposed by any federal,
territorial, state, local or foreign government or any agency or political
subdivision of any such government, for which Buyer could become liable as
successor to or transferee of the IZ Business or the Purchased Assets or which
could become a charge against or lien on any of the Purchased Assets, which
taxes shall include, without limiting the generality of the foregoing, all sales
and use taxes, ad valorem taxes, excise taxes, business license taxes,
occupation taxes, real and personal property taxes, stamp taxes, environmental
taxes, real property gains taxes, transfer taxes, payroll and employee
withholding taxes, unemployment insurance contributions, social security taxes,
and other governmental charges, and other obligations of the same or of a
similar nature to any of the foregoing, which are required to be paid, withheld
or collected, or (ii) any liability for amounts referred to in (i) as a result
of any obligations to indemnify another person or as a result of being a member
of a consolidated, combined or unitary group.
2.	Sale and Purchase


	2.1  	Transfer of Assets.  Subject to the terms and
conditions of this Agreement, Seller shall sell, assign, grant, transfer, and
deliver (or cause to be sold, assigned, granted, transferred and delivered) to
Buyer, or to any Affiliate of Buyer designated by Buyer, and Buyer shall
purchase and accept from Seller as of the Closing Date, free and clear of all
Liens, all of the Seller's rights, title and interest in and to all of the
assets enumerated below as the same shall exist on the Closing Date (the
"Purchased Assets"): 

(a)	all tangible personal property and leases of and other
interests in tangible personal property used in connection with the IZ Business
as set forth on Schedule 2.1(a);
(b)	all rights under the contracts, agreements, leases and
other interests in personal property, licenses, commitments, sales and purchase
orders and other instruments, listed on Schedule 2.1(b) (collectively the
"Contracts");
(c)	all of the accounts receivable, notes receivable and
other receivables listed on Schedule 2.1(c);
(d)	all prepaid expenses relating to the operation of the
IZ Business including, but not limited to Taxes, leases and rentals, and Seller
will use its commercially reasonable best efforts to take all action necessary
with appropriate third parties to transfer such prepaid expenses to Buyer as of
the Closing Date;
(e)	all of Seller's rights, claims, credits, causes of
action or rights of set-off against third parties relating to the Purchased
Assets, including, without limitation, unliquidated rights under warranties;
(f)	all copyrights, copyright registrations, proprietary
processes, trade secrets, license rights, specifications, technical manuals and
data, drawings, inventions, designs, patents, patent applications, trade names,
trademarks, service marks, product information and data, know-how and
development work-in-progress, customer lists, software, business and marketing
plans and other intellectual or intangible property embodied in or pertaining to
the IZ Business, whether pending, applied for or issued, whether filed in the
United States or in other countries, including without limitation the items
listed in Schedule 2.1(f), together with all associated goodwill;
(g)	all things authored, discovered, developed, made,
perfected, improved, designed, engineered, acquired, produced, conceived or
first reduced to practice by Seller or any of its employees or agents that are
embodied in, derived from or otherwise directly related to the IZ Business, in
any stage of development, including, without limitation, modifications,
enhancements, designs, concepts, techniques, methods, ideas, flow charts, coding
sheets, notes and all other information relating to the IZ Business;
(h)	any and all design and code documentation,
methodologies, processes, trade secrets, copyrights, design information, product
information, technology, formulae, routines, engineering specifications,
technical manuals and data, drawings, inventions, know-how, techniques,
engineering work papers, and notes, development work-in-process, and other
proprietary information and materials of any kind relating to, used in, or
derived from the Purchased Assets (collectively with subsections (f) and (g),
the "Intellectual Property");
(i)	all permits, authorizations, consents and approvals of
any Governmental Entity affecting or relating in any way to the IZ Business,
including without limitation, the items listed on Schedule 2.1(i) (the
"Permits");
(j)	all books, records, files and papers, whether in hard
copy or electronic format, used in the IZ Business, including without
limitation, engineering information, sales and promotional literature, manuals
and data, sales and purchase correspondence, lists of present, former and
prospective suppliers or customers, personnel and employment records, and any
information relating to Taxes imposed on the IZ Business or Purchased
Assets;
(k)	all computer software programs, data and associated
licenses used in connection with the IZ Business;
(l)	all goodwill associated with the IZ Business or the
Purchased Assets, together with the right to represent to third parties that
Buyer is the successor to the IZ Business; and
(m)	all subscriber and customer lists associated with the
IZ Business or the Purchased Assets. 
2.2	Excluded Assets.  Buyer agrees that notwithstanding any
provision of Section 2.1 the assets of Seller listed on Schedule 2.2 (the
"Excluded Assets") shall be excluded from the Purchased
Assets.
2.3	Transfer of Liabilities. Subject to the terms and
conditions of this Agreement, Buyer or an Affiliate of Buyer designated by Buyer
agrees, effective as of the Closing Date, to assume the following liabilities
(the "Assumed Liabilities"):
(a)	the liabilities set forth on Schedule 2.3(a) to
the extent set forth thereon; and
(b)	the obligations of Seller arising under the Contracts,
other than any and all payment obligations arising or existing under the
Contracts prior to the Closing Date which are identified within 120 days
following the Closing Date.
2.4	Excluded Liabilities.  Except for those liabilities
expressly assumed by Buyer or any Affiliate designated by Buyer pursuant to
Section 2.3, Buyer shall not assume and shall not be liable for, and Seller
and its direct or indirect subsidiaries shall retain and remain solely liable
for and obligated to discharge, all of the debts, contracts, agreements,
commitments, obligations and other liabilities of any nature whatsoever of
Seller and its direct and indirect subsidiaries, whether known or unknown,
accrued or not accrued, fixed or contingent, including without limitation, the
following:
(a)	Any liability for breaches by Seller or any of its
respective direct or indirect subsidiaries on or prior to the Closing Date of
any contract or any other instrument, contract or purchase order, or any
liability for payments or amounts due under any Contract or any other
instrument, contract or purchase order on or prior to the Closing Date; 
(b)	Any liability or obligation for Taxes attributable to
or imposed upon Seller or any of its direct or indirect subsidiaries, or
attributable to or imposed upon the Purchased Assets for any period (or portion
thereof) through and including the Closing Date, including, without limitation,
any Taxes attributable to or arising from the transactions contemplated by this
Agreement;
(c)	Any liability or obligation for or in respect of any
loan, other indebtedness for money borrowed, or account payable of Seller or any
of its direct or indirect subsidiaries, including any such liabilities owed to
Affiliates of Seller;
(d)	Any liability or obligation arising as a result of any
legal or equitable action or judicial or administrative proceeding initiated at
any time, to the extent relating to any action or omission on or prior to the
Closing Date by or on behalf of Seller or any of its direct or indirect
subsidiaries, including, without limitation, any liability for infringement of
intellectual property rights, breach of product warranty, injury or death caused
by products, or violations of federal or state securities or other laws;
(e)	Any liability or obligation arising on or prior to the
Closing Date out of any "employee benefit plan," as such term is
defined by the Employee Retirement Income Security Act of 1974
("ERISA") or other employee benefit plans; 
(f)	Any liability or obligation for making payments of any
kind (including as a result of the sale of Purchased Assets or as a result of
the termination of employment by Seller of employees, or other claims arising
out of the terms and conditions of employment with Seller, or for vacation or
severance pay or otherwise) to employees of Seller or in respect of payroll
taxes for employees of Seller; 
(g)	Any liability of Seller incurred in connection with
the making or performance of this Agreement and the transactions contemplated
hereby;
(h)	Any liability of Seller arising out of the violation
of or failure to comply with any Environmental Laws applicable to any aspect of
the IZ Business; and
(i)	Any costs or expenses of Seller incurred in connection
with shutting down, deinstalling and removing equipment not purchased by Buyer,
and the costs associated with all contracts and agreements not assumed by
Buyer.
2.5	Consideration.  Subject to the performance by Seller of
all of its obligations under this Agreement (including delivering all documents
required to be delivered) at the Closing, in consideration of the acquisition of
the Purchased Assets under Section 2.1, Buyer agrees (i) to deliver to Seller a
non-interest bearing promissory note (the "Note") in the form
attached hereto as Exhibit A in the stated principal amount of
$2,250,000, subject to adjustment as provided in Section 2.6 (collectively with
the Warrant (as defined below, the "Consideration"); and (ii)
to assume the Assumed Liabilities, and Seller agrees to deliver to Buyer a
warrant to purchase 840,000 shares of PopMail common stock (the
"Warrant") in the form attached hereto as Exhibit B.

2.6	Adjustments to Consideration; Certain Third Party
Payments.
(a)	In the event that either (i) Buyer makes any
payment to any of the third parties listed on Schedule 2.6(a) due to Seller's
failure to pay amounts due or liabilities incurred under Contracts with these
third parties or (ii) Seller does not transfer all prepaid expenses
relating to the IZ Business to Buyer as of the Closing Date pursuant to
Section 2.1(d) hereof, then Seller shall promptly deliver to Buyer, either
in cash or written evidence acceptable to Buyer of Seller's partial forgiveness
of the Note, an amount equal to 175% of the Damages (as defined in Section 10.2)
attributable to such agreements and/or prepaid expenses, respectively (the
"Consideration Adjustment"). Damages shall include any amounts
paid by Buyer plus attorneys fees and expenses and other expenses and costs
incurred by Buyer that are reasonably related to paying these third parties the
amounts due them by Seller prior to Closing.  In the event Seller elects to pay
such Consideration Adjustment through partial forgiveness of the Note, Buyer and
Seller hereby agree to take all action necessary to amend the principal amount
due under the Note to reflect such Consideration Adjustment.  
(b)	In the event Buyer makes any payment in respect of any
Taxes described in Section 6.5 below as a result of Seller's failure to pay such
Taxes when due, Seller shall promptly deliver to Buyer written evidence
acceptable to Buyer of Seller's partial forgiveness of the Note in an amount
equal to the amount of Damages (defined in Section 10.2 below) Buyer incurs
in respect of such Taxes, and Buyer and Seller hereby agree to take all action
necessary to amend the principal amount due under the Note to reflect such
forgiveness.
(c)	In the event Seller fails to include the shares of
PopMail common stock purchased or purchasable by Buyer upon the exercise of the
Warrant in the first registration statement covering PopMail's stock filed by
the Company subsequent to November 30, 2000 under the Securities Act of 1933, as
amended (other than any registration statement on Form S-4, S-8 or any other
similarly inappropriate form, or any successor forms thereto, but including,
without limitation, the registration statement on Form S-3 that PopMail was
preparing as of November 30, 2000), Seller shall promptly deliver to Buyer
written evidence acceptable to Buyer of Seller's partial forgiveness of the Note
in an amount such that the Consideration (not taking into account any other
adjustments that may also be made pursuant to this Section 2.6) shall equal One
Million Five Hundred Thousand Dollars ($1,500,000.00), and Buyer and Seller
hereby agree to take all action necessary to amend the principal amount due
under the Note to reflect such forgiveness.
(d)	Seller agrees to remit to Buyer in cash within 10
business days after the Closing Date, the amount of Seller's deferred revenue
attributable to the IZ Business as of the Closing Date determined in accordance
with GAAP.
2.7	Allocation of Consideration.  The Consideration shall be
allocated among the Purchased Assets and other expenses as provided in
Exhibit C prepared by Buyer for purposes of complying with
the requirements of Section 1060 of the Code and the regulations thereunder.
Buyer and Seller agree to each prepare and file on a timely basis with the
Internal Revenue Service (and applicable state tax authorities) substantially
identical and supplemental Internal Revenue Service Forms 8594 (and
corresponding state tax forms) consistent with Buyer's reasonable and lawful
allocation of the Consideration and which gives effect to any Consideration
Adjustment or the actual dates on which payment is made under the Note.  If any
Tax authority challenges such allocation, the party receiving notice of such
challenge shall give the other prompt written notice thereof and the parties
shall cooperate in order to preserve the effectiveness of such allocation.
3.	Closing

3.1  	Closing.  Subject to the terms and conditions
of this Agreement, the Closing shall take place on such date, as soon as
practicable after all conditions precedent in Sections 8 and 9 have been
satisfied or waived, as the parties may agree, but in any case, no later than
December 8, 2000 (the "Closing Date").
3.2  	Actions at the Closing.  At the Closing, Seller shall
deliver the Purchased Assets to Buyer, Buyer shall deliver the Consideration to
Seller, and Buyer and Seller shall take such actions and execute and deliver
such agreements, bills of sale, and other instruments and documents as necessary
or appropriate to effect the transactions contemplated by this Agreement in
accordance with its terms, including without limitation the following:
(a)	Bill of Sale; Assignment and Assumption
Agreement.  Seller shall deliver to Buyer a general Bill of Sale
substantially in the form attached as Exhibit D and with respect
to each Contract, or item of Intellectual Property, an Assignment and Assumption
Agreement substantially in the form attached as Exhibit E (the
"Transfer Documents") in each case duly executed by Seller, and
in the aggregate assigning to Buyer all of Seller's right, title and interest in
and to the Purchased Assets.  Buyer may designate one or more of its Affiliates
as the recipient of certain of the Purchased Assets, and as the party to assume
certain of the Assumed Liabilities, in which case Seller shall transfer such
Purchased Assets and Assumed Liabilities to Buyer or the Affiliate(s) designated
by Buyer pursuant to such Transfer Documents.  
(b)	Consideration.  Buyer shall deliver the
Consideration to Seller.
(c)	Title.  Seller shall provide reasonable
evidence of valid title to such of the Purchased Assets as Buyer may reasonably
request in writing prior to the Closing, in form and substance reasonably
satisfactory to Buyer.
(d)	Third Party Consents and Assignments.
Seller shall deliver to Buyer any assignments, and any required consents to
assignment, that it has obtained in respect of the Contracts, duly executed by
parties having the authority to so assign or consent to assign, in form and
substance as Buyer shall reasonably request, as well as a written confirmation
from such third parties that the Contracts are in good standing.
(e)	Seller Documents.  At the Closing,
Seller shall deliver to Buyer any and all documents required to satisfy the
conditions set forth in Section 9 of this Agreement and any other closing
documents reasonably requested by Buyer.
(f)	Buyer Documents.  At the Closing, Buyer
shall deliver to Seller any and all documents required to satisfy the conditions
set forth in Section 8 of this Agreement and any other closing documents
reasonably requested by Seller.
(g)	Post-Closing Actions.  Subsequent to the
Closing Date, Seller shall, and shall cause any Affiliate of Seller to, from
time to time execute and deliver, upon the request of Buyer, all such other and
further materials and documents and instruments of conveyance, transfer or
assignment as may reasonably be requested by Buyer to effect, record or verify
the transfer to and vesting in Buyer of Seller's and any of Seller's Affiliates'
right, title and interest in and to the Purchased Assets, free and clear of all
Liens in accordance with the terms of this Agreement.
4.	Representations and Warranties of
Seller.
Each representation and warranty set forth below is qualified by any
exception or disclosures set forth in the Seller Disclosure Schedule attached
hereto, which exceptions specifically reference the Section(s) to be qualified.
In all other respects, each representation and warranty set out in this Section
4 is not qualified in any way whatsoever, will not merge on Closing or by reason
of the execution and delivery of any agreement, document or instrument at the
Closing, will remain in force on and after the Closing Date, is given with the
intention that liability is not confined to breaches discovered before Closing,
is separate and independent and is not limited by reference to any other
representation or warranty or any other provision of this Agreement, and is made
and given with the intention of inducing the Buyer to enter into this Agreement.
Seller represents and warrants to Buyer as follows:
4.1	Organization, Standing and Power.  Seller is a
corporation duly organized, validly existing and in good standing under the laws
of its jurisdiction of organization. Seller has the requisite corporate power
and authority and all necessary permits, authorizations, consents, and approvals
of all Governmental Entities to own, lease and operate its properties and to
carry on the IZ Business as now being conducted and as proposed to be conducted,
except where the failure to have such power, authority and governmental
approvals would not, individually or in the aggregate, have a Material Adverse
Effect on the IZ Business. Seller is duly qualified or licensed as a foreign
corporation to do business, and is in good standing, in each jurisdiction where
the character of the properties owned, leased or operated by it or the nature of
its business makes such qualification or licensing necessary, except for
failures to be so qualified or licensed and in good standing that would not,
individually or in the aggregate, have a Material Adverse Effect on the IZ
Business.
4.2	Authority.  The execution and delivery of this Agreement
(and all other agreements and instruments contemplated under this Agreement) by
Seller, the performance by Seller of its obligations hereunder and thereunder,
and the consummation by Seller of the transactions contemplated hereby and
thereby have been duly authorized by all necessary action by the Board of
Directors and shareholders of Seller, and no other act or proceeding on the part
of or on behalf of Seller or its shareholders is necessary to approve the
execution and delivery of this Agreement and such other agreements and
instruments, the performance by Seller of its obligations hereunder and
thereunder and the consummation of the transactions contemplated hereby and
thereby.  The signatory officers of Seller have the power and authority to
execute and deliver this Agreement and all of the other agreements and
instruments to be executed and delivered by Seller pursuant hereto, to
consummate the transactions hereby and thereby contemplated and to take all
other actions required to be taken by Seller pursuant to the provisions hereof
and thereof.
4.3	Execution and Binding Effect.  This Agreement has been
duly and validly executed and delivered by Seller and constitutes, and the other
agreements and instruments to be executed and delivered by Seller pursuant
hereto, upon their execution and delivery by Seller, will constitute (assuming,
in each case, the due and valid authorization, execution and delivery thereof by
Buyer), legal, valid and binding agreements of Seller, enforceable against
Seller in accordance with their respective terms.
4.4	Consents and Approvals of Governmental Entities. Other
than the Governmental Authorizations, there is no requirement applicable to
Seller to make any filing, declaration or registration with, or to obtain any
permit, authorization, consent or approval of, any Governmental Entity as a
condition to the lawful consummation by Seller of the transactions contemplated
by this Agreement and the other agreements and instruments to be executed and
delivered by Seller pursuant hereto or the consummation by Seller of the
transactions contemplated herein or therein.
4.5	No Violation.  Neither the execution, delivery and
performance of this Agreement and all of the other agreements and instruments to
be executed and delivered pursuant hereto, nor the consummation of the
transactions contemplated hereby or thereby, will, with or without the passage
of time or the delivery of notice or both, (a) conflict with, violate or
result in any breach of the terms, conditions or provisions of the Articles of
Incorporation or Bylaws of Seller, (b) conflict with or result in a
violation or breach of, or constitute a default or require consent of any Person
(or give rise to any right of termination, cancellation or acceleration) under,
any of the terms, conditions or provisions of any contract, notice, bond,
mortgage, indenture, license, franchise, permit, agreement, lease or other
instrument or obligation to which Seller is a party or by which Seller or any of
the Purchased Assets may be bound, (c) violate any statute, ordinance or
law or any rule, regulation, order, writ, injunction or decree of any
Governmental Entity applicable to Seller or by which any properties or assets of
Seller may be bound, or (d) result in any cancellation of, or obligation to
repay, any grant, loan or other financial assistance received by Seller from any
Governmental Entity.  No "bulk sales" legislation applies to the
transactions contemplated by this Agreement.
4.6	Consents.  Schedule 4.6 sets forth each
agreement, contract or other instrument binding upon Seller requiring a consent
as a result of the execution, delivery and performance of this Agreement or the
consummation of the transactions contemplated hereby, except such consents as
would not, individually or in the aggregate, have a Material Adverse Effect if
not received by the Closing Date (each a "Required
Consent").
4.7	Financial Statements.  The Seller has made available to
Buyer the audited consolidated financial statements of PopMail (including
balance sheet, income statement and statement of cash flows) as of January 2,
2000, for the fiscal year then ended together with the consolidated financial
statements of PopMail contained in PopMail's Quarterly Reports on Form 10-Q for
fiscal year 2001 filed with the Securities and Exchange Commission
(collectively, the "Financial Statements").  The Financial
Statements have been prepared in accordance with generally accepted accounting
principles applied on a consistent basis throughout the periods indicated.  The
Financial Statements fairly present the financial condition and operating
results of the Seller as of the dates, and for the periods, indicated therein,
subject, in the case of interim financial statements, to normal year-end audit
adjustments. Except as set forth in the Financial Statements, the Seller has no
material liabilities, contingent or otherwise, other than (i) liabilities
incurred in the ordinary course of business subsequent to October 1, 2000
and (ii) obligations under contracts and commitments incurred in the
ordinary course of business and not required under generally accepted accounting
principles to be reflected in the Financial Statements, which, in both cases,
individually or in the aggregate are not material to the financial condition or
operating results of the Seller.

4.8	Absence of Certain Changes.  Since November 1, 2000
Seller has conducted the IZ Business in the ordinary course consistent with past
practice and Seller:  

(a)	has not created, incurred or assumed (i) any
borrowings under capital leases, or (ii) any obligation which in any
material way affect the IZ Business, the Purchased Assets or Buyer's ability to
conduct the IZ Business in substantially the same manner and condition as
conducted by Seller on the date of this Agreement;
(b)	has not changed in any manner the compensation of, or
agreed to provide additional benefits to, or enter into any employment agreement
with, any Employee (as defined in Section 7.1);
(c)	has maintained insurance coverage in amounts adequate
to cover the reasonably anticipated risks of the business conducted with the
Purchased Assets;
(d)	has not acquired or agreed to acquire by merging or
consolidating with, or by purchasing any assets or equity securities of, or by
any other manner, any business or any corporation, partnership, association or
other business organization or division thereof, or otherwise acquire or agree
to acquire any assets which are material, individually or in the aggregate, to
the IZ Business;
(e)	has not sold, disposed of or encumbered any of the
Purchased Assets or licensed any Purchased Assets to any Person except for the
sale of Inventory in the normal course of business consistent with past
practice;
(f)	has not engaged in any special promotion, which
promotes the sale of Inventory with highly discounted terms;
(g) 	has not entered into any agreements or commitments
relating to the business conducted with the Purchased Assets, except on
commercially reasonable terms in the ordinary course of business;
(h)	has complied in all material respects with all laws
and regulations applicable to the IZ Business;
(i)	has not entered into any agreement with any third
party for the distribution of any of the Purchased Assets;
(j)	has not changed or announced any change to the
products or services sold by the IZ Business except with Buyer's written consent
or at Buyer's request;
(k)	has not violated, amended or otherwise change in any
way the terms of any of the Contracts;
(l)	has not commenced a lawsuit related to or involving
the Purchased Assets other than (i) for the routine collection of bills; or (ii)
for a breach of this Agreement;
(m)	has not assigned, sold or otherwise conveyed to any
third party, any of its accounts receivable prior to the Closing Date; or
(n)	made any agreement to do any of the foregoing.
4.9  	Assets Generally.
(a)	The Purchased Assets include all properties, tangible
and intangible, and only such properties, currently used by Seller in operating
the IZ Business and necessary for Buyer to operate the IZ Business after the
Closing Date in a manner substantially equivalent to the manner in which Seller
has operated the IZ Business  prior to and through the Closing Date. Other than
the Required Consents and the Governmental Approvals, no licenses or other
consents from, or payments to, any other Person are or will be necessary for
Buyer to operate the IZ Business and use the Purchased Assets in the manner in
which Seller has operated the same.
(b)	Seller holds good and marketable title, license to or
leasehold interest in  all of the Purchased Assets and has the complete and
unrestricted power and the unqualified right to sell, assign and deliver the
Purchased Assets to Buyer.  Upon consummation of the transactions contemplated
by this Agreement, Buyer will acquire good and marketable title, license or
leasehold interest to the Purchased Assets free and clear of any Liens and there
exists no restriction on the use or transfer of the Purchased Assets, except as
may be assumed hereunder by Buyer as an Assumed Liability.  No Person other than
Seller has any right or interest in the Purchased Assets, including the right to
grant interests in the Purchased Assets to third parties, except for Purchased
Assets licensed or leased from third parties which are set forth in the Seller
Disclosure Schedule and identified as such.
(c)	Except as provided in this Agreement, no restrictions
will exist on Buyer's right to sell, resell, license or sublicense any of the
Purchased Assets or engage in the IZ Business, nor will any such restrictions be
imposed on Buyer as a consequence of the transactions contemplated by this
Agreement or by any agreement referenced in this Agreement.
(d)	All of the Purchased Assets are in good operating
condition and repair, as required for their use in the IZ Business as presently
conducted, and conform to all applicable laws, and no notice of any violation of
any law relating to any of the Purchased Assets or Assumed Liabilities has been
received by Seller.
4.10	Intellectual Property.
(a)	The execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated hereby
(including without limitation the continued conduct by Buyer after the Closing
Date of the IZ Business as presently conducted by Seller and the incorporation
of any Intellectual Property in any product of Buyer or an affiliate of Buyer)
will not breach, violate or conflict with any instrument or agreement governing
any Intellectual Property necessary or required for, or used in, the conduct of
the IZ Business as presently conducted and will not cause the forfeiture or
termination or give rise to a right of forfeiture or termination of any such
Intellectual Property or in any material way impair the right of Buyer or any of
its Affiliates to use, sell, license or dispose of, or to bring any action for
the infringement of, any such Intellectual Property or portion thereof;
(b)	Neither the development, manufacture, marketing,
license, sale or use of any product or Intellectual Property currently licensed,
used or sold by Seller or currently under development violates or will violate
any license or agreement to which Seller is a party or infringes or will
infringe any copyright, patent, trademark, service mark, trade secret or other
intellectual property or other proprietary right of any other party.  All
registered trademarks, service marks, patents and copyrights held by Seller are
valid and subsisting.  There is no pending or threatened claim or litigation
contesting the validity, ownership or right to use, sell, license or dispose of
any of the Purchased Assets (including without limitation the Intellectual
Property) necessary or required for, or used in, the conduct of the business of
Seller as presently conducted nor is there any basis for any such claim, nor has
Seller received any notice asserting that any such Purchased Asset (including
without limitation the Intellectual Property) or the proposed use, sale, license
or disposition thereof conflicts or will conflict with the rights of any other
party, nor is there any basis for any such assertion.  To the best of Seller's
knowledge, there is no unauthorized use, infringement or misappropriation on the
part of any third party of the Purchased Assets (including without limitation
the Intellectual Property); and
(c)	Seller has taken reasonable steps (including, without
limitation, entering into confidentiality and non-disclosure agreements with all
officers and employees of and consultants to Seller with access to or knowledge
of the Purchased Assets (including without limitation the Intellectual
Property)) to maintain the secrecy and confidentiality of, and its proprietary
rights in, the Purchased Assets (including without limitation the Intellectual
Property) necessary or required for, or used in, the conduct of the business of
Seller as presently conducted.  The Seller Disclosure Schedule contains a
complete and accurate list of all applications, filings and other formal actions
made or taken pursuant to federal, state, local and foreign laws by Seller to
perfect or protect its interest in the Purchased Assets, including, without
limitation, all patents, patent applications, trademarks, trademark
applications, service marks and copyright or mask work registrations.
(d)	All fees to maintain Seller's rights in the
Intellectual Property, including, without limitation, patent and trademark
registration and prosecution fees and all professional fees in connection
therewith pertaining to the Intellectual Property due and payable on or before
the Closing Date, have been paid by Seller or will be paid by Seller within a
reasonable period after the Closing.
4.11	Supply Agreements.  
(a)	The only obligations of Seller to deliver or supply
products or services are identified in Schedule 2.1(b) as Co-publishing
or Content Agreements (such agreements, as supplemented below, are referred to
collectively as the "Supply Agreements").  Seller has provided
a true and complete copy of all Supply Agreements to Buyer.  All such Supply
Agreements are in full force and effect and are valid and effective in
accordance with their respective terms against Seller, as the case may be, and
against the other party thereto.  Seller holds right, title and interest under
the terms of each Supply Agreement free of all Liens.  Seller is not in default
under any such Supply Agreements (or has caused an event which with notice or
lapse of time, or both, would constitute a default), nor, to the best of
Seller's knowledge, is the other party thereto in default (or has caused an
event which with notice or lapse of time, or both, would constitute a default)
under any such Supply Agreements.
(b)	Seller has not entered into any agreement under which
Seller is restricted from selling, licensing or otherwise distributing any
products or services to any class of customers, in any geographic area, during
any period of time or in any segment of the market.
(c)	After the Closing, Buyer will not be prevented by any
act of Seller from changing prices charged to existing or future customers of
any products or services.
(d)	Seller has not granted any third party the right to
supply any products or services of the IZ Business to any other third party.  No
agreement for supply of the products or services by Seller obligates Seller, and
no agreement would obligate Buyer after the Closing Date, to provide any change
in specification of such products or services or to provide new products or
services.  No agreement pursuant to which Seller has licensed the use of any
products to any third party obligates Seller to provide any change in
specification in the performance of such products or to provide new products or
services.
4.12	Warranties and Indemnities.  The Seller Disclosure
Schedule sets forth a summary of all warranties and indemnities, express or
implied, relating to products sold or services rendered by Seller, and no
warranty or indemnity has been given by Seller which is not listed on the Seller
Disclosure Schedule or which differs therefrom in any respect.  Seller is in
compliance with all warranties described in the Seller Disclosure Schedule.  The
Seller Disclosure Schedule also indicates all warranty and indemnity claims
currently pending against Seller.
4.13	Accounts Receivable.  All accounts receivable, notes
receivable and other receivables included in the Purchased Assets are valid,
genuine and fully collectible in the aggregate amount thereof, net of Seller's
allowances for doubtful accounts attributable to the IZ Business determined in
accordance with GAAP.
4.14	Licenses and Permits. Seller holds all consents,
approvals, registrations, certifications, authorizations, permits and licenses
of, and has made all filings with, or notifications to, all Governmental
Entities pursuant to applicable requirements of all federal, state, local and
foreign laws, ordinances, governmental rules or regulations applicable to the
business, including, but not limited to, all such laws, ordinances, governmental
rules or regulations relating to registration of the products of the IZ Business
(at their current level of development and use) and certification of the
facilities of the IZ Business, except where the failure to hold any such
consent, approval, registration, certification, authorization, permit or license
of, or make any filing with, or notification to, any Governmental Entity would
not have a Material Adverse Effect on the IZ Business.  The IZ Business is in
compliance with all federal, state, local and foreign laws, ordinances,
governmental rules and regulations relating to the products manufactured by the
IZ Business or otherwise related to the IZ Business, except where the failure to
comply with any such federal, state, local or foreign law, ordinance,
governmental rule or regulation would not have a Material Adverse Effect on the
IZ business, and Seller has no reason to believe that any consents, approvals,
authorizations, registrations, certifications, permits, filings or notifications
that it has received or made to operate the IZ Business are invalid or have been
or are being suspended, canceled, revoked or questioned.  There is no
investigation or inquiry to which Seller is a party or, to Seller's knowledge,
pending or threatened, relating to the IZ Business and its compliance with
applicable foreign, state, local or foreign laws, ordinances, governmental rules
or regulations.  Each such consent, approval, registration, certification,
authorization, permit or license is transferable and shall be transferred to
Buyer in accordance with the terms of this Agreement.
4.15	Employees.
(a)	Schedule 4.15 sets forth the names and job
titles of all of the Employees.  All employees, consultants, officers, directors
and shareholders of Seller or any Seller subsidiary that have had access to the
Purchased Assets are parties to a written agreement (a "Confidentiality
Agreement"), under which each such person or entity (i) is
obligated to disclose and transfer to Seller, without the receipt by such person
of any additional value therefor (other than normal salary or fees for
consulting services), all inventions, developments and discoveries which, during
the period of employment with or performance of services for Seller, he or she
makes or conceives of either solely or jointly with others, that relate to any
subject matter with which his or her work for Seller may be concerned, or relate
to or are connected with the IZ Business, products or projects of Seller, or
involve the use of the time, material or facilities of Seller, and (ii) is
obligated to maintain the confidentiality of proprietary information of Seller.
None of Seller's employees, consultants, officers or directors is obligated
under any contract (including licenses, covenants or commitments of any nature)
or other agreement, or to the best of Seller's knowledge subject to any
judgment, decree or order of any court or administrative agency, that would
conflict with their obligation to promote the interests of Seller with regard to
the IZ Business or the Purchased Assets or that would conflict with the IZ
Business or the Purchased Assets.  Neither the carrying on of the IZ Business by
its employees and consultants, nor to the best of Seller's knowledge the
execution or the delivery of this Agreement, will conflict with or result in a
breach of the terms, conditions or provisions of, or constitute a default under,
any contract, covenant or instrument under which any of such persons or entities
are now obligated.  It is currently not necessary nor will it be necessary for
Seller to utilize in the IZ Business any inventions of any of such persons or
entities (or people it currently intends to hire) made or owned prior to their
employment by or affiliation with Seller, nor is it or will it be necessary to
utilize any other assets or rights of any such persons or entities (or people it
currently intends to hire) made or owned prior to their employment with or
engagement by Seller, in violation of any registered patents, trade names,
trademarks or copyrights or any other limitations or restrictions to which any
such persons or entity is a party or to which any of such assets or rights may
be subject.  To the Seller's knowledge, none of Seller's employees, consultants,
officers, directors or shareholders that has had knowledge or access to
information relating to the Purchased Assets has taken, removed or made use of
any proprietary documentation, manuals, products, materials, or any other
tangible item from his or her previous employer relating to the Purchased Assets
by such previous employer which has resulted in Seller's access to or use of
such proprietary items included in the Purchased Assets, and Seller will not
gain access to or make use of any such proprietary items in the IZ Business,
except to the extent that any such activities would not have a material adverse
effect on the Purchased Assets or the IZ Business.
(b)	Except for the Confidentiality Agreement, there are no
written or oral contracts of employment between Seller and any Employee.
(c)	Seller is not a party to any collective bargaining
agreement covering any employee and Seller knows of no effort to organize any of
its employees as a part of any collective bargaining unit.  Seller's employees
are not members of a trade union certified as a bargaining agent with the Seller
and, to the best of Seller's knowledge, no proceedings to implement any such
certifications are pending.
4.16	Employee Benefit and Compensation Plans.  Buyer will
incur no liability with respect to, or on account of, and Seller will retain any
liability for, and on account of, any employee benefit plan of Seller, any of
its Affiliates or any predecessor employer of any employee, including, but not
limited to, liabilities Seller may have to such employees under all employee
benefit schemes, incentive compensation plans, bonus plans, pension and
retirement plans, profit-sharing plans (including any profit-sharing plan with a
cash-or-deferred arrangement) share purchase and option plans, savings and
similar plans, medical, dental, travel, accident, life, disability and other
insurance and other plans or arrangements, whether written or oral and whether
"qualified" or "non-qualified," or to any employee as a
result of termination of employment by Seller as contemplated by this Agreement
(including any liabilities under the Consolidated Omnibus Budget Reconciliation
Act ("COBRA")).  Seller has not, with respect to any employee,
maintained or contributed to, or been obligated or required to contribute to,
any retirement or pension plan or any employee benefit plan.  The Seller has
complied with all of its obligations (including obligations to make
contributions) in respect of the retirement or pension funds of which its
employees are beneficiaries, there is no outstanding liability of the Seller or
any of its Affiliates to any such funds and all such funds are fully funded to
meet all potential claims for benefits by any and all such employees and any
former employee.  
	4.17	Taxes.  All Taxes have been or will be paid by
Seller which are due or properly accrued with respect to all periods (or
portions thereof) prior to and including the Closing Date, and at the request of
Buyer, Seller shall provide Buyer with proof of such payment.  Seller and any
other person required to file returns or reports of Taxes have duly and timely
filed (or will file prior to the Closing Date) all returns and reports of Taxes
required to be filed prior to such date, and all such returns and reports are
true, correct, and complete.  There are no liens for Taxes on any of the
Purchased Assets.  Seller has complied with all record keeping and tax reporting
obligations relating to income and employment taxes due with respect to
compensation paid to employees or independent contractors providing services to
the IZ Business.  Seller is not a "foreign person" within the meaning
of Section 1445(f)(3) of the Code.  There are no pending or, to Seller's
knowledge, threatened proceedings with respect to Taxes, and there are no
outstanding waivers or extensions of statutes of limitations with respect to
assessments of  Taxes.  No agreement or arrangement regarding compensation of
any employee providing services to the IZ Business provides for any payments
which could result in a nondeductible expense to the Buyer pursuant to
Section 280G of the Code or an excise tax to the recipient of such payment
pursuant to Section 4999 of the Code.

 4.18	Compliance with Law.  The operation of the IZ Business
has been conducted in all material respects in accordance with all applicable
laws, regulations and other requirements of Governmental Entities having
jurisdiction over the same.
4.19	Material Contracts.
(a)	Schedule 2.1(b) contains a list of all Contracts which
are material to the Business.
(b)	Except as would not, individually or in the aggregate,
have a Material Adverse Effect on the IZ Business, each Contract is a legal,
valid and binding agreement, and none of the Contracts is in default by its
terms or has been canceled by the other party; Seller is not in receipt of any
claim of default under any such Contract; and Seller does not anticipate any
termination or change to, or receipt of a proposal with respect to, any such
Contract as a result of the transactions contemplated hereby.  Seller has
furnished Buyer with true and complete copies of all such Contracts together
with all amendments, waivers or other changes thereto.  
4.20	Litigation; Other Claims.
(a)	There are no claims, actions, suits, inquiries,
proceedings, or investigations against Seller, or any of its officers, directors
or shareholders, relating to the IZ Business, the Purchased Assets or Seller's
employees which are currently pending or, to the best of Seller's knowledge,
threatened, at law or in equity or before or by any Governmental Entity, or
which challenges or seeks to prevent, enjoin, alter or materially delay any of
the transactions contemplated hereby, nor is Seller aware of any basis for such
claims, actions, suits, inquiries, proceedings, or investigations; and no
Governmental Entity has at any time challenged or questioned the legal right of
Seller to manufacture, offer or sell any of its products or services in the
present manner or style thereof.
(b)	There are no grievance or arbitration proceedings
pending or threatened, and there are no actual or threatened strikes or work
stoppages with respect to the IZ Business, the Purchased Assets or Seller's
employees, nor is Seller aware of any basis for such proceedings or events.
4.21	Defaults.  Seller is not in default under or with
respect to any judgment, order, writ, injunction or decree of any court or any
Governmental Entity which could reasonably be expected to have a Material
Adverse Effect on the IZ Business or any of the Purchased Assets.  There does
not exist any default by Seller or by any other Person, or event that, with
notice or lapse of time, or both, would constitute a default under any agreement
entered into by Seller as part of the operations of the IZ Business which could
reasonably be expected to have a Material Adverse Effect on the IZ Business or
the Purchased Assets, and no notices of breach thereof have been received by
Seller.
4.22	Schedules.  The schedules describing the Purchased
Assets are complete and accurate and describe the assets in the possession of,
or used by Seller in connection with the IZ Business.  The property listed in
such Schedules constitutes all of the tangible and intangible property necessary
for the conduct by Seller of the IZ Business.
4.23	Full Disclosure.  Seller is not aware of any facts
pertaining to the Purchased Assets which affect the IZ Business or the Purchased
Assets in a materially adverse manner or which will in the future affect the IZ
Business or the Purchased Assets in a materially adverse manner.  Neither this
Agreement nor any other agreement, exhibit, schedule or officer's certificate
being entered into or delivered pursuant to this Agreement contains any untrue
statement of a material fact or omits to state any material fact necessary in
order to make the statements contained in such document not misleading.
4.24	Brokers and Finders.  Neither Seller nor any of its
officers, directors or employees has employed any broker or finder or incurred
any liability for any brokerage fee, commission or finder's fee in connection
with the transactions contemplated by this Agreement.
4.25	Fair Consideration; No Fraudulent Conveyance.  The sale
of the Purchased Assets pursuant to this Agreement is made in exchange for fair
and equivalent consideration.  Seller is not now insolvent and will not be
rendered insolvent by the sale, transfer and assignment of the Purchased Assets
pursuant to the terms of this Agreement.  Seller is not entering into this
Agreement or any of the other agreements referenced in this Agreement with the
intent to defraud, delay or hinder its creditors and the consummation of the
transactions contemplated by this Agreement, and the other agreements referenced
in this Agreement, will not have any such effect.  The transactions contemplated
in this Agreement or any agreements referenced in this Agreement will not
constitute a fraudulent conveyance, or otherwise give rise to any right of any
creditor of Seller to any of the Purchased Assets after the Closing.
4.26	Insurance.  The Seller Disclosure Schedule lists all
insurance policies and fidelity bonds covering the Purchased Assets.  There is
no claim by Seller pending under any of such policies or bonds as to which
coverage has been questioned, denied or disputed by the underwriters of such
policies and bonds.  All premiums due and payable under all such policies and
bonds have been paid and Seller is otherwise in material compliance with the
terms of such policies and bonds (or other policies and bonds providing
substantially similar insurance coverage).  There is no threatened termination
of, or material premium increase with respect to, any of such policies.
5.	Representations and Warranties of Buyer

	Buyer represents and warrants to Seller as follows:

5.1	Organization.  Buyer is a corporation duly formed and
validly existing under the laws of Delaware and has full corporate power and
authority and the legal right to execute and deliver this Agreement and all of
the other agreements and instruments to be executed and delivered by Buyer
pursuant hereto, and to consummate the transactions contemplated hereby and
thereby.
5.2	Authority.  The execution and delivery of this Agreement
(and all other agreements and instruments contemplated hereunder) by Buyer, the
performance by Buyer of its obligations hereunder and thereunder, and the
consummation by Buyer of the transactions contemplated hereby and thereby have
been duly authorized by all necessary action by the Board of Directors of Buyer,
and no other act or proceeding on the part of Buyer or its shareholders is
necessary to approve the execution and delivery of this Agreement and such other
agreements and instruments, the performance by Buyer of its obligations
hereunder and thereunder and the consummation of the transactions contemplated
hereby and thereby.  The signatory officers of Buyer have the power and
authority to execute and deliver this Agreement and all of the other agreements
and instruments to be executed and delivered by Buyer pursuant hereto, to
consummate the transactions hereby and thereby contemplated and to take all
other actions required to be taken by Buyer pursuant to the provisions hereof
and thereof.
5.3	Execution and Binding Effect.  This Agreement and the
Note have been duly and validly executed and delivered by Buyer and constitutes,
and the other agreements and instruments to be executed and delivered by Buyer
pursuant hereto, upon their execution and delivery by Buyer, will constitute
(assuming, in each case, the due and valid authorization, execution and delivery
thereof by Seller), legal, valid and binding agreements of Buyer, enforceable
against Buyer in accordance with their respective terms, except as
enforceability may be limited by bankruptcy, insolvency, moratorium, or other
laws affecting the enforcement of creditors' rights generally or provisions
limiting competition, and by equitable principles.
5.4	Consent and Approvals.  There is no requirement
applicable to Buyer to make any filing, declaration or registration with, or to
obtain any permit, authorization, consent or approval of, any Governmental
Entity as a condition to the lawful consummation by Buyer of the transactions
contemplated by this Agreement and the other agreements and instruments to be
executed and delivered by Buyer pursuant hereto, except for filings (a) which
are referred to in the Seller Disclosure Schedule or (b) the failure of making
which would not have a Material Adverse Effect on the transactions contemplated
hereby.
5.5	No Violation.  Neither the execution, delivery and
performance of this Agreement and of all the other agreements and instruments to
be executed and delivered pursuant hereto, nor the consummation of the
transactions contemplated hereby or thereby, will, with or without the passage
of time or the delivery of notice or both, (a) conflict with, violate or
result in any breach of the terms, conditions or provisions of the Certificate
of Incorporation or Bylaws of Buyer, (b) conflict with or result in a
violation or breach of, or constitute a default or require consent of any Person
(or give rise to any right of termination, cancellation or acceleration) under,
any of the terms, conditions or provisions of any notice, bond, mortgage,
indenture, license, franchise, permit, agreement, lease or other instrument or
obligation to which Buyer is a party or by which Buyer or any of its properties
or assets may be bound, or (c) violate any statute, ordinance or law or any
rule, regulation, order, writ, injunction or decree of any Governmental Entity
applicable to Buyer or by which any of its properties or assets may be
bound.
6.	Covenants.
6.1	Access to Information.
(a)	Prior and subsequent to the Closing, Seller will
permit Buyer to make a full and complete investigation of the Purchased Assets
and to receive from Seller all information of Seller relating to the Purchased
Assets or reasonably related to Seller's conduct of the IZ Business.  Without
limiting this right, Seller will give to Buyer and its accountants, legal
counsel, and other representatives full access, during normal business hours, at
a mutually agreeable location arranged in advance, to all of the books, records,
files, documents, properties, and contracts of Seller relating to the Purchased
Assets or reasonably related to Seller's conduct of the IZ Business and allow
Buyer and any such representatives to make copies thereof, all of which shall be
made available in an organized fashion and so as to facilitate an orderly
review.  This Section 6.1 shall not affect or be deemed to modify any
representation or warranty contained herein or the conditions to the obligations
of the parties to consummate the transactions contemplated by this Agreement.
Seller shall maintain and make available the information and records specified
in this Section 6.1(a) in the ordinary course of Seller's business and document
retention policies, as if the transactions contemplated by this Agreement had
not occurred.
(b)	At all times following the Closing, each party shall
provide the other party (at such other party's expense) with such reasonable
assistance, including the provision of available relevant records or other
information and reasonable access to and cooperation of any employees, as may be
reasonably requested by either of them in connection with the preparation of any
financial statement or tax return, any audit or examination by any taxing
authority, or any judicial or administrative proceeding relating to liability
for Taxes.
6.2	Third Party Consents.  Seller and Buyer shall use
commercially reasonable efforts to obtain, within the applicable time periods
required, all Required Consents, waivers, permits, consents and approvals and to
effect all registrations, filings and notices with or to third parties or
Governmental Entities which are necessary to consummate the transactions
contemplated by this Agreement so as to preserve all rights of, and benefits to,
the Buyer in the Purchased Assets.  Nothing in this Agreement shall be construed
as an assignment of, or an attempt to assign to Buyer, any contract (or rights
therein) or Governmental Entity authorization which, as a matter of law or by
its terms, is (i) not assignable, or (ii) not assignable without the
approval or consent of the issuer thereof or the other party or parties thereto,
without first obtaining such approval or consent (collectively, "Non-
Assignable Rights").  In connection with such Non-Assignable Rights, and
without prejudice to the rights of Buyer elsewhere in this Agreement, Seller
shall, at the request of Buyer:
(a)	apply for and use all reasonable efforts to obtain all
consents or approvals contemplated by the Purchased Assets (or rights therein)
or Governmental Entity authorization, in a form satisfactory to Buyer acting
reasonably;
(b)	co-operate with Buyer in any reasonable and lawful
arrangements designed to provide the benefits of such Non-Assignable Rights to
Buyer, including holding any such Non-Assignable Rights in trust for Buyer or
acting as agent for Buyer;
(c)	enforce any rights of Seller arising from such Non-
Assignable Rights against the issuer thereof or the other party or parties
thereto;
(d)	take all such actions and do, or cause to be done, all
such things at the request of Buyer as shall reasonably be necessary and proper
in order that the value of any Non-Assignable Rights shall be preserved and
shall enure to the benefit of Buyer; and
(e)	pay over to Buyer, all monies collected by or paid to
Seller in respect of such Non-Assignable Rights. 
If Seller is unable to lawfully provide the benefit of any Non-Assignable
Right to Buyer, it shall not, at any time, use such Non-Assignable Right for its
own purposes or assign or provide the benefit of such Non-Assignable Right to
any other party. 
6.3	Certain Notifications.  At all times prior to the
Closing, Seller and Buyer shall promptly notify the other party in writing of
the occurrence of any event which will result, or has a reasonable prospect of
resulting, in the failure to satisfy any of the conditions specified in Section
8 or Section 9 of this Agreement.
6.4	Best Efforts.  The Seller shall use its commercially
reasonable best efforts (i) to cause to be fulfilled and satisfied all of
the conditions to the Closing set forth in Section 8 below, (ii) to cause
to be performed all of the matters required of it at the Closing and
(iii) to cause the Contracts to be assigned to Buyer.
6.5	Tax Returns.  Seller shall, to the extent that failure
to do so could adversely affect Buyer, the IZ Business or the Purchased Assets
following Closing, (a) continue to file in a timely manner all returns and
reports relating to Taxes, and such returns and reports shall be true, correct
and complete and shall be subject to the review and consent of Buyer which
consent shall not be unreasonably withheld, and (b) be responsible for and
pay when due any and all Taxes attributable to or imposed upon Seller or any of
its direct or indirect subsidiaries, or attributable to or imposed upon the
Purchased Assets for any period (or portion thereof) through and including the
Closing Date, including, without limitation, any Taxes attributable to or
arising from the transactions contemplated by this Agreement.  In the event
Buyer makes any payment in respect of such Taxes as a result of Seller's failure
to pay such Taxes when due, there shall be a partial forgiveness of the Note as
set forth in Section 2.6(b) above.
6.6	Post-Closing Access to Information.  If, after the
Closing Date, in order properly to operate the IZ Business or prepare documents
or reports required to be filed with governmental authorities or Buyer's
financial statements, it is necessary that Buyer obtain additional information
within Seller's possession relating to the Purchased Assets or the IZ Business,
Seller will furnish or cause its representatives to furnish such information to
Buyer.  Such information shall include, without limitation, all agreements
between Seller and any Person relating to the IZ Business. Seller shall maintain
and make available the information and records specified in this Section 6.6 for
a period of five (5) years after the Closing Date.
6.7	Post-Closing Cooperation.  Seller agrees that, if
reasonably requested by Buyer, it will cooperate with Buyer, at Buyer's expense,
in enforcing the terms of any agreements between Seller and any third party
involving the IZ Business, including without limitation terms relating to
confidentiality and the protection of intellectual property rights.  In the
event that Buyer is unable to enforce its intellectual property rights against a
third party as a result of a rule or law barring enforcement of such rights by a
transferee of such rights, Seller agrees to reasonably cooperate with Buyer by
assigning to Buyer such rights as may be required by Buyer to enforce its
intellectual property rights in its own name.  If such assignment still does not
permit Buyer to enforce its intellectual property rights against the third
party, Seller agrees to initiate proceedings against such third party in
Seller's name, provided that Buyer shall be entitled to participate in such
proceedings and provided further that Buyer shall be responsible for the
expenses of such proceedings.
6.8	No Post-Closing Retention of Copies.  Immediately after
the Closing, Seller shall deliver to Buyer or destroy copies of Purchased Assets
in Seller's possession that are in addition to copies delivered to Buyer as part
of the Closing, whether such copies are in paper form, on computer media or
stored in another form; provided, however, that Seller may retain and use
copies of financial books and records relating to the IZ Business as well as
other documents required by law to be kept by Seller for the sole purpose of
preparing its financial statements and other reports required by applicable law.
The Seller shall not be permitted to use the financial books and records of the
IZ Business for any other reason.
6.9	Public Announcements.  On and prior to the Closing Date,
Buyer and Seller shall advise and confer with each other prior to the issuance
of any reports, statements or releases concerning this Agreement (including the
exhibits and schedules hereto) and the transactions contemplated herein.
Neither Buyer nor Seller will make any public disclosure prior to the Closing or
with respect to the Closing unless both parties agree on the text and timing of
such public disclosure; provided, however, that nothing contained herein
shall prevent either party at any time from furnishing any information to any
Governmental Entity.  Immediately after this Agreement is signed, both parties
will make public announcements to their respective share exchanges; the text of
such public announcements will be reviewed by the parties prior to release.
6.10	Post-Closing Actions.  Subsequent to the Closing Date,
Seller shall, from time to time, execute and deliver, upon the request of Buyer,
all such other and further materials and documents and instruments of
conveyance, transfer or assignment as may reasonably be requested by Buyer to
effect, record or verify the transfer to, and vesting in Buyer, of Seller's
right, title and interest in and to the Purchased Assets, free and clear of all
Liens, in accordance with the terms of this Agreement.
6.11	Financial Statements.  In the event
Buyer is required by the rules and regulations promulgated by the U.S.
Securities and Exchange Commission to produce any financial statements covering
a period or periods prior to the Closing Date, then Seller at Buyer's expense
shall assist Buyer in the preparation thereof as reasonably requested by Buyer.

6.12	Permits.  Seller will assist Buyer in
obtaining any licenses, permits or authorizations required for carrying on the
IZ Business but which are not transferable.
6.13	Taxes. Seller shall be responsible for
paying, shall promptly discharge when due, and shall reimburse, indemnify and
hold harmless Buyer from, any sales or use, transfer, real property gains,
excise, stamp, or other similar Taxes arising from, imposed on or attributable
to the transactions contemplated by this Agreement, and any other Taxes which
are due or properly accrued with respect to all periods (or portions thereof)
prior to and including the Closing Date, and at the request of Buyer, Seller
shall provide Buyer with proof of such payment.
7.	Employee Matters

7.1	Transferred Employees.

(a)	Offer of Employment.  Subject to and
in accordance with the provisions of this Section 7, Buyer may offer employment
to any or all of the employees who are employed by Seller in the IZ Business as
of the date of this Agreement (the "Employees").  Seller agrees
that it will cooperate with Buyer to identify those employees of Seller who are
necessary for the conduct the IZ Business.  Prior to the Closing, Buyer, after
notice to Seller as to the timing and method of contact, shall have the right to
contact any or all of the Employees for the purposes of making offers of
employment with Buyer (or any Affiliate designated by Buyer) after the Closing
Date and receiving written acceptances of such employment (in each case
contingent on consummation of the transactions contemplated by this Agreement).
Upon Closing, Buyer (or any Affiliates designated by Buyer) shall hire those
Employees to whom it has made an offer in accordance with this Section 7.1 and
who accept such offer in the manner and within the time frame reasonably
established by Buyer. Each such Employee who is employed by Seller on the
Closing Date and who actually transfers to employment with Buyer (or any
Affiliate designated by Buyer) at or after the Closing Date as a result of an
offer of employment made by Buyer is hereafter referred to as a
"Transferred Employee."  Transferred Employees shall not
include any person on a disability leave of more than twenty-six (26) weeks.  On
a periodic basis following the date of this Agreement and prior to the Closing,
Buyer shall advise Seller of its intentions with respect to the employees it
desires to extend or has extended offers to and the general status of
discussions with such employees.  Buyer hereby notifies Seller of Buyer's intent
to offer employment to all Employees set forth on Schedule 7.1(a) on terms
and conditions substantially equivalent to, or greater than, such Employees'
current terms and conditions of employment.  Notwithstanding such periodic
disclosures made to Seller, Buyer shall not be obligated to hire any employee
unless an offer of employment is subsequently made to, and accepted by, such
employee; in addition, Buyer shall have no obligation to hire any employees of
Seller after the Closing Date.
(b)	Transition.  Seller hereby agrees that
it will not terminate the employment of any Employee prior to the Closing;
provided, however, that Seller will terminate the employment of Ronald Dan Berst
and Philip Bane immediately prior to the Closing.  The employment by Seller of
the Transferred Employees shall end at the close of business on the Closing Date
and the employment of the Transferred Employees by Buyer shall commence at
12:01 a.m. on the day after the Closing Date.  The terms of employment with
Buyer (or Buyer's Affiliates) shall be as mutually agreed to between each
Transferred Employee and Buyer (or Buyer's Affiliate, as the case may be),
subject to the provisions of this Section 7.1.  Between the date of this
Agreement and the Closing Date, Seller will provide each Transferred Employee
with the same level of compensation as that currently provided by Seller.  Buyer
shall have no obligation with respect to payments of salary, compensation,
wages, health or similar benefits, commissions, bonuses (deferred or otherwise),
severance (including any severance pay owed to Ronald Dan Berst and Philip
Howard Bane), stock or stock options or any other sums due to any Transferred
Employee that accrued as of or before the Closing Date.  Other than as listed on
Schedule 7.1(b), Seller will be fully responsible for all amounts payable
to any employee who is not a Transferred Employee, including (without
limitation) all termination payments, redundancy compensation, severance pay,
accrued vacation pay and other amounts payable in respect of the termination of
employment of any employee in connection with the sale of the Purchased Assets
to the Buyer.  In addition, Seller will be fully responsible for all amounts
owing to Transferred Employees prior to Closing.
(c)	Retention of Employees Prior to Closing.
Seller agrees to use reasonable efforts to retain the Employees as employees of
the IZ Business until the Closing Date, and to assist Buyer in securing the
employment after the Closing Date of those Employees to whom Buyer (or
designated by Buyer) makes or intends to make offers of employment under
subsection (a) above.  Seller shall not transfer any Employee to employment with
Seller outside of the IZ Business prior to the Closing or without the consent of
Buyer.  Seller shall notify Buyer promptly if, notwithstanding the foregoing,
any Employee terminates employment with Seller after the date of this Agreement
but prior to the Closing.  Buyer may request Seller to hire additional employees
for the IZ Business, in which case Seller will use commercial reasonable efforts
to identify and hire such employees.
7.2	Compensation and Benefits of Transferred Employees.
Coverage for Transferred Employees under Buyer's compensation and benefit plans
and other programs shall commence as of 12:01 a.m. on the day after the Closing
Date.  Buyer shall be free to establish its own employee benefit plans; Buyer
shall have no obligation to offer benefit plans of the same type or with terms
similar to or better than the terms of Seller's current employee benefit plans.
Buyer may, at its option, give each Transferred Employee credit for such
Transferred Employee's years of most recent continuous service with Seller for
purposes of determining participation and benefit levels under all of Buyer's
vacation policies and benefit plans and programs.
7.3	Other Employees of the IZ Business.  With respect to
each employee of the IZ Business as of the Closing Date who is not a Transferred
Employee (each a "Non-Transferred Employee"), Seller agrees to
either terminate such Non-Transferred Employee's employment with Seller,
effective prior to the Closing or offer such Non-Transferred Employee continued
employment with Seller other than in the IZ Business.  Seller further
acknowledges that the Non-Transferred Employees shall not be employees of Buyer
after the Closing.
7.4	No Right to Continued Employment or Benefits.  No
provision in this Agreement shall create any third party beneficiary or other
right in any Person (including any beneficiary or dependent thereof) for any
reason, including, without limitation, in respect of continued, resumed or new
employment with Seller or Buyer (or any Affiliate of Seller or Buyer) or in
respect of any benefits that may be provided, directly or indirectly, under any
plan or arrangement maintained by Seller, Buyer or any Affiliate of Seller or
Buyer.  Except as otherwise expressly provided in this Agreement, Buyer is under
no obligation to hire any employee of Seller, provide any employee with any
particular benefits, or make any payments or provide any benefits to those
employees of Seller whom Buyer chooses not to employ.
8.	Conditions to Buyer's Obligations


	The obligations of Buyer under this Agreement are subject to the
fulfillment, prior to or on the Closing Date, of each of the following
conditions, all or any of which may be waived by Buyer in writing, except as
otherwise provided by law:
8.1	Representations and Warranties True; Performance;
Certificate. 
(a)	The representations and warranties of Seller contained
in this Agreement shall be true and correct in all material respects as of the
Closing Date with the same effect as though such representations and warranties
had been made or given again at and as of the Closing Date;
(b)	Seller shall have performed and complied with all of
its agreements, covenants and conditions required by this Agreement to be
performed or complied with by them prior to or on the Closing Date;
(c)	The conditions set forth in this Section 8 have been
fulfilled or satisfied, unless otherwise waived in writing by Buyer; and
(d)	Buyer shall have received a certificate, dated as of
the Closing Date, signed and verified by an officer of Seller on behalf of
Seller certifying to the matters set forth in Sections 8.1(a) and 8.1(b)
above.
8.2	Consents.  All Governmental Authorizations, Required
Consents and consents required to transfer the Contracts to Buyer on the terms
and conditions provided to Seller, without change as a result of the transfer to
Buyer, shall have been obtained.
8.3	No Proceedings or Litigation.
(a)  No preliminary or permanent injunction or other order
shall have been issued by any Governmental Entity, nor shall any statute, rule,
regulation or executive order be promulgated or enacted by any Governmental
Entity which prevents the consummation of the transactions contemplated by this
Agreement.
(b)  No suit, action, claim, proceeding or investigation
before any Governmental Entity shall have been commenced and be pending against
any of the parties, or any of their respective Affiliates, associates, officers
or directors, seeking to prevent transactions contemplated by this Agreement,
including, without limitation, the sale of the Purchased Assets or asserting
that the sale of the Purchased Assets would be illegal or create liability for
damages or which may have a Material Adverse Effect on the IZ Business or the
Purchased Assets.
8.4	Documents.  This Agreement, the exhibits and schedules
attached hereto, and any other instruments of conveyance and transfer and all
other documents to be delivered by Seller at the Closing and all actions of
Seller required by this Agreement and the exhibit agreements, or incidental
thereto, and all related matters, shall be in form and substance reasonably
satisfactory to Buyer and Buyer's counsel and shall be in full force and
effect.
8.5	Governmental Filings.  The parties shall have made any
required filing with Governmental Entities in connection with this Agreement and
the exhibit agreements, and any approvals related thereto shall have been
obtained or any applicable waiting periods shall have expired.  If a proceeding
or review process by a Governmental Entity is pending in which a decision is
expected, Buyer shall not be required to consummate the transactions
contemplated by this Agreement until such decision is reached or rendered,
notwithstanding Buyer's legal ability to consummate the transactions
contemplated by this Agreement prior to such decision being reached or rendered.

8.6	No Material Adverse Change.  There shall have been no
material adverse change in the financial condition or results of operations of
the IZ Business on the Closing Date as compared with the date of this
Agreement.
8.7	Termination of Benefit Plans.  Seller shall have
provided Buyer with evidence, reasonably satisfactory to Buyer as to the
termination of all benefit plans and payments owing by Seller relating to all
Employees and the termination of all Non-Transferred Employees' benefit
plans.
8.8	Legal Opinion.  Buyer shall have
received a legal opinion from Maslon Edelman Borman & Brand, LLP, legal
counsel to Seller, dated the Closing Date, in a form satisfactory to Buyer.
8.9	Outside Financing.  Buyer shall have received equity
financing in an amount of no less than $1,000,000 in aggregate proceeds and on
terms satisfactory to Buyer prior to the Closing Date. 
8.10	Operations Manual.  Prior to the Closing Date, Buyer
shall have received and been assigned ownership of a written manual, produced by
PopMail at its own cost, detailing the operations of the IZ Publishing System
that is in form and substance satisfactory to Buyer.
8.11	Severance Due Transferred Employees. Seller shall have
agreed in writing to pay any Transferred Employee (including Ronald Dan Berst
and Philip Howard Bane) 50% of the severance due from Seller within ten (10)
business days of Closing and the remaining 50% within twenty (20) business days
of Closing.
9.	Conditions to Seller's Obligations


	The obligations of Seller under this Agreement are subject to the
fulfillment, prior to or on the Closing Date, of each of the following
conditions, all or any of which may be waived in writing by Seller, except as
otherwise provided by law:

9.1	Representations and Warranties True; Performance.
(a)	The representations and warranties of Buyer contained
in this Agreement shall be true and correct in all material respects as of the
Closing Date with the same effect as though such representations and warranties
had been made or given again at and as of the Closing Date;
(b)	Buyer shall have performed and complied with all of
its agreements, covenants and conditions required by this Agreement to be
performed or complied with by them prior to or on the Closing Date;
(c)	Seller shall have received a certificate, dated as of
the Closing Date, signed and verified by an officer of Buyer on behalf of Buyer
certifying to the matters set forth in Sections 9.1(a) and 9.1(b) above.
9.2	No Proceeding or Litigation.
(a)  No preliminary or permanent injunction or other order
shall have been issued by any Governmental Entity, nor shall any statute, rule,
regulation or executive order be promulgated or enacted by any Governmental
Entity which prevents the consummation of the transactions contemplated by this
Agreement.
(b)  No suit, action, claim, proceeding or investigation
before any Governmental Entity shall have been commenced and be pending against
any of the parties, or any of their respective Affiliates, associates, officers
or directors, seeking to prevent the sale of the Purchased Assets or asserting
that the sale of the Assets would be illegal or create liability for
damages.
9.3	Documents.  This Agreement, any other instruments of
conveyance and transfer and all other documents to be delivered by Buyer to
Seller at the Closing and all actions of Buyer required by this Agreement or
incidental thereto, and all related matters, shall be in form and substance
reasonably satisfactory to Seller and Seller's counsel.
9.4	Governmental Filings.  The parties shall have made any
filing required with Governmental Entities, and any approvals shall have been
obtained or any applicable waiting periods shall have expired.  If a proceeding
or review process by a Governmental Entity is pending in which a decision is
expected, Seller shall not be required to consummate the transactions
contemplated by this Agreement until such decision is reached or rendered,
notwithstanding Seller's legal ability to consummate the transactions
contemplated by this Agreement prior to such decision being reached or
rendered.
9.5	Fairness Opinion.   Seller shall have received an
opinion from its financial adviser, Duff & Phelps, stating that in the
opinion of such financial adviser, the terms of the Purchase are fair and
reasonable to the shareholders of Seller from a financial point of view.  Seller
shall bear all costs of obtaining such an opinion. 
9.6	Legal Opinion.  Seller shall have received a legal
opinion from Venture Law Group, A Professional Corporation, legal counsel to
Buyer, dated the Closing Date, in a form satisfactory to Seller.
10.	Indemnification.
10.1	Survival of Representations and Warranties.  All
covenants to be performed prior to the Closing Date, and all representations and
warranties in this Agreement or in any instrument delivered pursuant to this
Agreement shall survive the consummation of the transactions contemplated hereby
and continue until the two (2) year anniversary of the Closing Date (the
"Indemnification Termination Date"); provided that if
any claims for indemnification have been asserted with respect to any such
representations, warranties and covenants prior to the Indemnification
Termination Date, the representations, warranties and covenants on which any
such claims are based shall continue in effect until final resolution of any
claims, and provided, further, that representations, warranties
and covenants relating to Taxes shall survive until 30 days after expiration of
all applicable statutes of limitations relating to such  Taxes.  All covenants
to be performed after the Closing Date shall continue indefinitely.
Notwithstanding the foregoing, all representations, warranties and covenants in
this Agreement relating to Taxes shall continue until 30 days after expiration
of all applicable statutes of limitations. 
10.2	Indemnification of Buyer.  Subject to the limitations
set forth in this Section 10, from and after the Effective Time, Seller shall
protect, defend, indemnify and hold harmless Buyer and Buyer's Affiliates,
officers, directors, employees, representatives and agents (each of the
foregoing Persons is hereinafter referred to individually as a "Buyer
Indemnified Person" and collectively as "Buyer Indemnified
Persons") from and against any and all losses, costs, damages,
liabilities, fees (including without limitation reasonable attorneys' fees) and
expenses (collectively, the "Damages"), that any of the Buyer
Indemnified Persons incurs by reason of or in connection with any claim, demand,
action or cause of action alleging misrepresentation, breach of, or default in
connection with, any of the representations, warranties, covenants or agreements
of the Seller contained in this Agreement, including any exhibits or schedules
attached hereto, known to Buyer prior to the Indemnification Termination Date.
Damages in each case shall be net of the amount of any insurance proceeds and
indemnity and contribution actually recovered by Buyer.
10.3	Indemnification of Seller.  Subject to the limitations
set forth in this Section 10, from and after the Effective Time, Buyer shall
protect, defend, indemnify and hold harmless Seller and Seller's Affiliates,
officers, directors, employees, representatives and agents (each of the
foregoing Persons is hereinafter referred to individually as a "Seller
Indemnified Person" and collectively as "Seller Indemnified
Persons") from and against any and all Damages that any of the Seller
Indemnified Persons incurs by reason of or in connection with any claim, demand,
action or cause of action alleging misrepresentation or breach of any of the
representations or warranties of the Buyer contained in Section 5 of this
Agreement known to Seller prior to the Indemnification Termination Date.
Damages in each case shall be net of the amount of any insurance proceeds and
indemnity and contribution actually recovered by Seller.
10.4	Method of Asserting Claims.  All claims
for indemnification pursuant to this Section 10 shall be made in accordance with
the following provisions: 
Buyer or Seller, as applicable, shall deliver to Seller or
Buyer, respectively, at any time on or before the Indemnification Termination
Date, a certificate signed by any officer of Buyer or Seller, as applicable (an
"Officer's Certificate"):
(i)	stating that Buyer or Seller, as applicable, or any
other Buyer Indemnified Person or Seller Indemnified Person, respectively, has
paid or incurred Damages and
(ii)	specifying in reasonable detail the individual items
of Damages included in the amount so stated, the date each such item was paid or
incurred and the nature of the misrepresentation, breach of warranty or claim to
which such item is related.
Seller or Buyer, as applicable, shall have thirty (30) days to object in
writing to any claim or claims made in such Officer's Certificate pursuant to
Section 10.5 below.  After the expiration of such thirty-day period, if Seller
or Buyer, as applicable, has raised no objections, Seller or Buyer, as
applicable, shall deliver to Buyer or Seller, respectively, as promptly as
practicable, either cash or, in the case of Seller, written evidence of Seller's
partial forgiveness of the Note, in each case in an amount equal to such
Damages.
10.5	Resolution of Conflicts; Arbitration.

(i)	In case Seller or Buyer, as applicable, shall
object in writing to any claim or claims made in any Officer's Certificate,
Seller and Buyer shall attempt in good faith to agree upon the rights of the
respective parties with respect to each of such claims within 45 days after
Buyer's or Seller's receipt of the other party's written objection to the claim
pursuant to Section 10  (the "Negotiation Period").  If Seller
and Buyer should so agree during the Negotiation Period, a memorandum setting
forth such agreement shall be prepared and signed by both parties and funds
shall be distributed in accordance with the terms thereof.
(ii)	If no such agreement has been reached by the end of
the Negotiation Period, either Buyer or Seller may demand arbitration of the
matter unless the amount of the Damages is at issue in pending litigation with a
third party, in which event arbitration shall not be commenced until such amount
is ascertained by settlement or a non-appealable decision of a court of
competent jurisdiction or both parties agree to binding arbitration.  The
binding arbitration shall be conducted in King County, Washington if brought by
Seller and in Dallas County, Texas if brought by Buyer, in accordance with the
then-current Commercial Arbitration Rules of the American Arbitration
Association by one arbitrator appointed in accordance with said rules.  The
Arbitrator shall apply Washington law, without reference to rules of conflicts
of law or rules of statutory arbitration, to the resolution of any dispute. The
written decision of the arbitrator as to the validity and amount of any claim in
such Officer's Certificate shall be binding and conclusive upon the parties to
this Agreement, and notwithstanding anything in Section 10 hereof, the
parties shall be entitled to act in accordance with such decision and make or
withhold payments in accordance therewith.  The arbitrator shall award
reimbursement to the prevailing party in the arbitration of its reasonable
expenses of the arbitration (including costs and reasonable attorneys' fees).
The award of the arbitrator shall be the sole and exclusive monetary
remedy of the parties and shall be enforceable in any court of competent
jurisdiction.  Notwithstanding the foregoing, any party shall be entitled to
seek injunctive relief or other equitable remedies from any court of competent
jurisdiction.
10.6	Third Party Claims.  In the event either party becomes
aware of a third-party claim which such party believes may result in a demand
against the other party, such party shall notify the other party of such claim,
and the other party shall be entitled, at the other party's expense, to
participate in any defense of such claim; provided, however, that failure to so
notify the other party shall not relieve such other party from any liability it
has under this Agreement with respect to such third party claim.  Each party
shall have the right in its discretion to settle any such claim; provided,
however, that except with the written consent of the other party, no settlement
of any such claim with third-party claimants shall alone be determinative of the
validity of any claim against such other party.  In the event such other
party has consented in writing to any such settlement, such other party shall
have no power or authority to object under any provision hereof to the amount of
any claim by consistent with such settlement.
10.7	Exclusive Contractual Remedy.  Indemnification pursuant
to this Section 10 shall be the exclusive contractual remedy of Buyer and
Seller for any Damages; provided, however, that nothing herein shall limit the
liability of any officer or director of Seller for such person's fraud or
intentional misrepresentation.
11.	Miscellaneous.


11.1	Amendments and Waivers.  Any term
of this Agreement may be amended or waived with the written consent of the
parties or their respective successors and assigns.  Any amendment or waiver
effected in accordance with this Section 11.1 shall be binding upon the
parties and their respective successors and assigns.
11.2	Successors and Assigns.  The
terms and conditions of this Agreement shall inure to the benefit of and be
binding upon the respective successors and assigns of the parties.
Nothing in this Agreement, express or implied, is intended to confer upon any
party other than the parties hereto or their respective successors and assigns
any rights, remedies, obligations, or liabilities under or by reason of this
Agreement, except as expressly provided in this Agreement.
11.3	Governing Law; Jurisdiction.  This
Agreement and all acts and transactions pursuant hereto and the rights and
obligations of the parties hereto shall be governed, construed and interpreted
in accordance with the laws of the State of Washington, without giving effect to
principles of conflicts of law.  
11.4	Counterparts.  This Agreement may be
executed in two or more counterparts, each of which shall be deemed an original
and all of which together shall constitute one instrument.
11.5	Titles and Subtitles.  The titles and
subtitles used in this Agreement are used for convenience only and are not
to be considered in construing or interpreting this Agreement.
11.6	Notices.  Any notice required or
permitted by this Agreement shall be in writing and shall be deemed sufficient
upon receipt, when delivered personally or by courier, overnight delivery
service or confirmed facsimile, or forty-eight (48) hours after being deposited
in the regular mail as certified or registered mail (airmail if sent
internationally) with postage prepaid, if such notice is addressed to the party
to be notified at such party's address or facsimile number as set forth below,
or as subsequently modified by written notice, and (a) if to Buyer,  with a
copy to Craig E. Sherman, 4750 Carillon Point, Kirkland, Washington 98033 or
(b) if to Seller, with a copy to Philip J. Tilton, Maslon Edelman Borman
& Brand, LLP, 3300 Wells Fargo Center, Minneapolis, Minnesota 55402.
11.7	Berst Attorneys Fees.  PopMail agrees
to reimburse Ronald Dan Berst for reasonable legal fees and expenses as owed in
connection with the registration, drafting and execution of this Agreement, up
to a maximum of $10,000.
11.8	Severability.  If one or more
provisions of this Agreement are held to be unenforceable under applicable law,
the parties agree to renegotiate such provision in good faith, in order to
maintain the economic position enjoyed by each party as close as possible to
that under the provision rendered unenforceable.  In the event that the parties
cannot reach a mutually agreeable and enforceable replacement for such
provision, then (i) such provision shall be excluded from this Agreement,
(ii) the balance of the Agreement shall be interpreted as if such provision
were so excluded and (iii) the balance of the Agreement shall be
enforceable in accordance with its terms.
11.9	Entire Agreement.  This Agreement
and the documents referred to herein are the product of all of the parties
hereto, and constitute the entire agreement between such parties pertaining to
the subject matter hereof and thereof, and merge all prior negotiations and
drafts of the parties with regard to the transactions contemplated herein and
therein.  Any and all other written or oral agreements existing between the
parties hereto regarding such transactions are expressly canceled.
11.10	Advice of Legal Counsel.  Each party
acknowledges and represents that, in executing this Agreement, it has had the
opportunity to seek advice as to its legal rights from legal counsel and that
the person signing on its behalf has read and understood all of the terms and
provisions of this Agreement.  This Agreement shall not be construed against any
party by reason of the drafting or preparation thereof.



[Signature pages follow]
	This Agreement has been duly executed and delivered by the duly
authorized officers of Seller and Buyer as of the date first above written.














						JBII CORPORATION



						By:  	


						Name:  	


						Title:  	




						POPMAIL.COM, INC.



						By:  	


						Name:  	














						Title:  						















						IZ.com, Inc.



						By:  	


						Name:  	
































EX-10.56
28
exh1056.htm
EXHIBIT












Exhibit 10.56


LOAN AGREEMENT

	THIS LOAN AGREEMENT ("Agreement")
is made by and among GSI VENTURES, LLC, an Ohio limited liability company
("Lender"), POPMAIL.COM, INC., a Minnesota corporation
(the "Borrower"), SDK INVESTMENTS, INC., an Ohio
corporation ("SDKI"), POPMAIL NETWORKS, INC., a Texas
corporation ("PNI"), FAN ASYLUM, INC., a California corporation
("FAI") and CAFÉ ODYSSEY, LLC, a Minnesota limited liability
company ("COL") this 1st day of December, 2000.
RECITALS

	A.	Lender has agreed to loan Borrower up to the
principal amount of $1,200,000 and at Lender's option, in its sole and absolute
discretion, an additional principal amount of $2,800,000.

	B.	Borrower has agreed to borrow up to $1,200,000
from Lender and the additional $2,800,000 from Lender, to the extent that Lender
makes that amount available to Borrower.  

	C.	SDKI has acted as a finder in connection with the
loan to be made by Lender to Borrower and, as a result, Borrower has agreed to
pay SDKI a finder's fee consisting of cash and warrants to purchase Borrower's
common stock.  

	D.	PNI, FAI and COL are wholly owned subsidiaries of
Borrower and will materially benefit from the loan Borrower will receive from
Lender.

	E.	As a condition to Lender making a loan to Borrower,
Lender requires PNI, FAI and COL to execute this Agreement and be bound by
certain terms of this Agreement.

	IN CONSIDERATION of the premises, the mutual
covenants and agreements contained herein and other good and valuable
consideration, the receipt, sufficiency and adequacy of which are hereby
acknowledged, Lender, Borrower PNI, FAI, COL, and SDKI hereby covenant and agree
as follows:  
ARTICLE I
THE LOAN




Agreement to Borrow and Lend.  Subject
to all of the terms, provisions, conditions, covenants and agreements contained
in this Agreement, Lender agrees to make a loan to Borrower (the
"Loan") in the principal amount of at least Four Hundred
Thousand Dollars ($400,000) and for a period of 270 days from the date hereof,
at Lender's option and in its sole and absolute discretion, an additional
principal amount of Three Million Eight Hundred Thousand Dollars ($3,600,000)
(collectively, the "Loan Proceeds"), which shall be used in
accordance with the terms set forth herein.  Subject to all of the terms,
provisions, conditions, covenants and agreements contained in this Agreement,
Borrower agrees to borrow from Lender Loan Proceeds that Lender offers to
Borrower within 270 days from the date hereof.

Closing.  The Loan Proceeds shall be distributed
in increments as determined by the Lender, in its sole and absolute discretion
of at least $100,000, at one or more closings (each a
"Closing"), the first of which shall occur on November 30,
2000, or on such other date as the parties shall agree (the "Initial
Closing").   

Convertible Promissory Notes.  The Loan will be
evidenced by a series of convertible promissory notes (the
"Notes", or singularly a "Note") in the form
attached hereto as Exhibit A that will be executed by Borrower and
delivered to Lender.  

Interest.  The outstanding principal balance of
the Notes shall bear interest at a rate of Twelve Percent (12%) per annum as set
forth in the Notes. 

Payment Terms.  Accrued interest under the
Notes shall be due and payable in quarterly installments on February 1, 2001,
May 1, 2001, August 1, 2001 and November 1, 2001 and the entire outstanding
principal balance of the Loan, together with all accrued but unpaid interest
thereon, shall be due and payable in full on January 5, 2002 (the
"Maturity Date"). Notwithstanding anything to the contrary
contained herein, upon Lender's consent, which shall be made in its sole and
absolute discretion, Borrower may pay any portion of the quarterly installments
of accrued interest of the Loan with shares of Borrower's common stock, par
value $.01 per share (the "Common Stock").  The value of the
Common Stock used to pay any quarterly installments of accrued interest shall be
determined by the closing sale price of the Common Stock as reported by Nasdaq
on the preceding trading day before the quarterly installment is paid.

Conversion Right.  The Lender shall have the right
to convert all or any portion of the debt evidenced by the Notes into Borrower's
Common Stock in accordance with the terms of the Notes.


ARTICLE II

WARRANTS TO PURCHASE COMMON STOCK

	2.1.	Warrant to Purchase Common Stock to
Lender.  The Borrower hereby agrees to issue to Lender as a part of
the consideration for Lender making the Loan to Borrower, a warrant to purchase
the number of shares of Common Stock equal to fifty percent (50%) of the
aggregate face value of each Note and in the form attached hereto as Exhibit
B (the "Lender Warrant"). 




Warrant to Purchase Common Stock to SDKI.
As partial consideration for introducing the Borrower to the Lender, the
Borrower hereby agrees to issue to SDKI a warrant to purchase the number of
shares of Common Stock equal to ten percent (10%) of the aggregate face value of
each Note and in the form attached hereto as Exhibit C ("SDKI
Warrant" and together with the Lender Warrant, the
"Warrants").  

Share Calculation For Warrants; Strike Price;
Issuance.  For purposes only of determining the number of shares which shall
be granted upon exercise of the Warrants, the Common Stock shall be deemed to
have a value of $1.00 per share.  The strike price for each Lender Warrant shall
be 120% of the Market Price (as that term is defined in the Notes), and the
strike price for each SDKI Warrant shall be the Market Price.  The Borrower
shall issue each Warrant at the Initial Closing and each subsequent Closing.
The Warrants shall be exercisable for a period of at least five
years.


ARTICLE III
BORROWER'S REPRESENTATIONS AND WARRANTIES

	The Borrower hereby represents and warrants to
Lender that the following are true and correct as of the date hereof and shall
be true and correct as of the date of the Initial Closing and any subsequent
Closing and shall remain true and correct during the term of all of the Loan
Documents (as defined below):  

3.1	Borrower and each of its subsidiaries and affiliates
(a) is a duly organized and validly existing corporation in good standing under
the laws of the jurisdiction of its formation, (b) has the power and authority
and the legal right to own its property and assets and to transact the business
in which it is engaged and (c) is duly qualified as a foreign corporation  or
otherwise licensed and authorized to transact business and in good standing in
each jurisdiction where the ownership, leasing or operation of property or the
conduct of its business requires such qualification and where the failure to be
so qualified, licensed or authorized would have a material adverse effect on the
condition (financial or otherwise), prospects, assets or properties of Borrower,
any subsidiary or affiliate. All subsidiaries and affiliates of the Borrower are
listed on Item 3.1 of the Disclosure Schedule.  The term
"affiliate" shall have the meaning ascribed thereto under Rule 12b-2
promulgated under the Exchange Act of 1934, as amended.



3.2  The execution, delivery and performance of this Agreement, the Notes and
the Warrants and any and all other security agreements, pledge agreements,
financing statements, certificates or instruments contemplated herein
(collectively "Loan Documents") executed and delivered by the
Borrower or its affiliates have been authorized by all necessary corporate
actions and do not and will not contravene any legal or contractual restriction
binding on the Borrower or any of its property or its assets.

3.3  The Borrower and each of its subsidiaries and affiliates has the power
to take all actions contemplated hereby (including but not limited to the
issuance of the Warrants and Notes, the right of first refusal granted to Lender
to participate in any security issuances and the granting of the security
interests in the Collateral (as defined below)) to execute, deliver and carry
out the terms and provisions of each Loan Document to which it is a party and
has taken all necessary actions to authorize the execution, delivery and
performance by it of each Loan Document to which it is a party and all acts
contemplated hereby. The Loan Documents when executed and delivered by the
Borrower and its subsidiaries and affiliates will constitute the legal, valid
and binding obligation of the Borrower and its subsidiaries and affiliates (as
the case may be) and is, or will be upon execution, enforceable against the
Borrower and its subsidiaries and affiliates (as the case may be) in accordance
with their respective terms, except to the extent that enforcement may be
limited by applicable bankruptcy, insolvency, reorganization or other similar
laws affecting creditors rights generally.  

3.4  The execution, delivery or performance by the Borrower and its
subsidiaries and affiliates of each Loan Document, and compliance by the
Borrower and its subsidiaries and affiliates with the terms and provisions
hereof and thereof, (a) do not contravene any provision of any law, statute,
rule or regulation or any order, writ, injunction or decree of any court or
governmental instrumentality applicable to the Borrower, any subsidiary or
affiliate, (b) do not conflict with or result in any breach of any of the terms,
covenants, conditions or provisions of, or constitute a default under, or result
in the creation or imposition of (or the obligation to create or impose) any
lien (other than as contemplated by the Loan Documents) upon any of the property
or assets of the Borrower, any subsidiary or affiliate pursuant to the terms of
any material indenture, mortgage, deed of trust, credit agreement, loan
agreement or other agreement, contract or instrument to which the Borrower, any
subsidiary or affiliate is a party or by which the Borrower, any subsidiary or
affiliate or any of their respective properties or assets is bound or to which
the Borrower, any subsidiary or affiliate may be subject and (c) do no violate
any provision of the Certificate of Incorporation, Articles of Organization,
operating agreement, bylaws or regulations of the Borrower, any subsidiary and
affiliate. 

3.5  The authorization, issuance, sale and delivery of the shares of Common
Stock issuable upon conversion of the Notes and upon exercise of the Warrants
has been duly authorized by all requisite corporate action on the part of the
Borrower.  The shares of the Common Stock issuable upon conversion of the Notes
and upon exercise of the Warrants upon their issuance in accordance with the
Notes and the Warrants, respectively, will be validly issued, fully paid and
nonassessable.  Any shares of Common Stock issued in accordance with the terms
of the Notes for payment of quarterly installments of acquired interest will be
validly issued, fully paid and nonassessable.

3.6  Except as disclosed in Schedule 3.6, there are no actions, suits or
proceedings pending or, to the  knowledge of the Borrower, threatened against
Borrower, any subsidiary  or affiliate  (a) with respect to the Loan Documents,
any of the Collateral (as defined below) or the transactions contemplated hereby
or (b) that are, either individually or in the aggregate, reasonably likely to
have a material adverse effect on the condition (financial or otherwise),
prospects, assets or properties of Borrower, any subsidiary or affiliate.

3.7  All balance sheets, income statements, financial statements, operating
statements and other financial data pertaining to Borrower or its subsidiaries
or affiliates (the "Financial Information") that have been
delivered (or will be delivered) to Lender by or on behalf of Borrower are or
will be accurate and complete in all material respects, are or will be in
accordance with the books and records of Borrower and its subsidiaries and
affiliates, and accurately present or will present the financial condition,
results of operations and changes in financial position of the person or entity
to which they pertain as of their respective dates and there has been no
material change with respect thereto.  All Financial Information delivered to
Lender is and shall be prepared in accordance with the generally accepted
accounting principles, consistently applied.

3.8  None of the Borrower's reports and documents heretofore filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended, and the Securities Exchange Act of 1934, as amended, contained at the
time they were filed  any untrue statement of a material fact or omitted to
state any material fact required to be stated therein or necessary to make the
statements made therein, in light of the circumstances under which they were
made, not misleading.



3.9  The Borrower and its subsidiaries and affiliates own and
possess adequate and enforceable rights to use all patents, patent applications,
trademarks, trademark applications, trade names, service marks, logos,
copyrights, copyright applications, licenses, inventions, software, programs,
know-how (including trade secrets and other unpatented and/or unpatentable
proprietary or confidential information, systems or procedures) and other
similar rights and proprietary knowledge (collectively,
"Intangibles") necessary for the conduct of their respective
businesses.  Borrower and its subsidiaries and affiliates have the unrestricted
right to use all of the Intangibles.  Borrower and its subsidiaries and
affiliates are not infringing upon or in conflict with any right of any other
person or entity with respect to any Intangibles and the Borrower and its
subsidiaries and affiliates are not subject to any outstanding order, decree,
judgment or stipulation with respect to the Intangibles.  No proceedings have
been instituted or are pending or, to Borrower's knowledge, threatened which
challenge the validity or rights of Borrower or its subsidiaries and affiliates
to any of the Intangibles, and Borrower has no knowledge of any infringement by
others of any of the Intangibles.  All of the Intangibles are valid, enforceable
and free and clear of any attachments or liens and all claims, restrictions and
demands of any other person, firm or corporation, including attorneys' fees for
past services, expenses and government fees.  None of the past or present
employees, officers, directors, or shareholders of Borrower, any subsidiary or
affiliate has any rights in any Intangibles.  Borrower and its subsidiaries and
affiliates have not granted any outstanding license or other rights to any of
the Intangibles, except those licenses granted in the ordinary course of
business, and are not liable, and have not made any contract or arrangement
whereby they may become liable, to any person for any royalty or other
compensation for the use of any Intangibles.  The trade secrets and processes
and procedures of Borrower and its subsidiaries and affiliates which are
necessary to the operation of Borrower and its subsidiaries and affiliates have
been reduced to writing, to the extent practical, and will remain available for
use by Borrower and its subsidiaries and affiliates after the date of the
Initial Closing and any subsequent Closing. 

3.10	All factual information heretofore or
contemporaneously furnished by the Borrower, any subsidiary or affiliate to
Lender (including, without limitation, all information contained in this
Agreement) for purposes of this Agreement or any transaction contemplated hereby
or thereby is, and all other such factual information hereafter furnished by the
Borrower, any subsidiary or affiliate to Lender for purposes of this Agreement
or any transaction contemplated herein will be, true and accurate in all
material respects on the date as of which such information is given and the
Borrower in good faith believes such information is not incomplete by omitting
to state any fact necessary to make such information not misleading at such time
in light of the circumstances under which such information was provided.



	3.11  The Borrower, each subsidiary and affiliate has filed all tax
returns required to be filed by it and has paid all income and franchise taxes
payable by it which have become due pursuant to such tax returns and all other
taxes and assessments payable by it which have become due, other than those not
yet delinquent and except for those contested in good faith and by appropriate
proceedings. The amounts shown on those tax returns fairly present the tax
position of the Borrower and such subsidiaries and the Borrower does not expect
any material adjustments or any amounts shown on such tax returns. Each of the
Borrower and each subsidiary or affiliate has paid, or has provided adequate
reserves (in the good faith judgment of the management of the Borrower) for the
payment of, all foreign, federal and state income and franchise taxes applicable
for all prior fiscal years of the Borrower and for the current fiscal year to
the date hereof. As of the date hereof, no tax lien has been filed, and, to the
knowledge of the Borrower, no claim is being asserted, with respect to any tax,
fee or other charge.

	3.12  All employee benefit plans, as defined in Section 3(3) of ERISA
(defined below) and which are maintained for employees by the Borrower, a
subsidiary or an ERISA Affiliate (defined below) ("Plan"), comply with
all relevant provisions of the Internal Revenue Code of 1986 (the
"Code") and ERISA; no Plan is insolvent or in reorganization; no Plan
has an accumulated or waived funding deficiency or has applied for an extension
of any amortization period within the meaning of Section 412 of the Code;
neither the Borrower nor any subsidiary nor any ERISA Affiliate has incurred any
liability to or on account of a Plan which is a single-employer plan as defined
in Section 4001 (a) (15) of ERISA pursuant to Section 4062, 4063, 4064 or a
multi employer plan pursuant to Sections 515, 4201 or 4204, of ERISA; no
proceedings have been instituted to terminate any plan; and no condition exists
which constitutes a prohibited transaction (as defined in Section 406 of ERISA
or Section 4975 of the Code) or a reportable event (as defined in Section 4043
of ERISA), or which is reasonably expected will result in the Borrower, any
subsidiary or an ERISA Affiliate of incurring a liability to or on account of a
Plan pursuant to any of the foregoing Sections of ERISA or the Code.  As of the
date of this Agreement, the aggregate present value of all accrued benefit
liabilities (as defined in Section 4001(a)(6) of ERISA) of all Plans which were
single-employer plans did not exceed the aggregate current value of all assets
of such Plans based upon estimated actuarial data that has been provided to the
Borrower by the consulting actuaries of the Plans, and as of the date of this
Agreement, there was no withdrawal liability (and would be no withdrawal
liability assuming a complete withdrawal from all such Plans) to any Plan which
is a multi employer plan.



	"ERISA" means the Employee Retirement Income
Security Act of 1974, as amended, and any successor statute of similar import,
together with regulations thereunder, in each case as in effect from time to
time. References to sections of ERISA also refer to any successor sections.

	"ERISA Affiliate" means any person (as defined
in Section 3 (9) of ERISA) (including each trade or business (whether or not
incorporated)) which together with the Company or any Subsidiary would be deemed
to be a "single employer" or a member of the same "controlled
group" of "contributing sponsors" within the meaning of Section
4001 of ERISA

	3.13  The Borrower and its subsidiaries and affiliates
are in compliance with all applicable statutes, regulations and orders of, and
all applicable restrictions imposed by, all governmental bodies, domestic or
foreign, in respect of the conduct of their businesses and the ownership of
their properties, except such noncompliance as would not, in the aggregate,
reasonably be expected to have a material adverse effect on the condition
(financial or otherwise), prospects,  assets or properties of Borrower or any
subsidiary or affiliate.

3.14  The Borrower and its subsidiaries and affiliates have
never conducted business under any names other than those set forth in Item
3.14 of the Disclosure Schedule. The addresses of all offices where any of
the Collateral is located is listed in Item 3.14 of the Disclosure
Schedule.  The chief executive office and the chief place of business for the
Borrower, each of its subsidiaries, and affiliates and the office where each
thereof keeps its books and records, is located at the address specified in
Item 3.14 of the Disclosure Schedule.

	3.15    As of the date the last Financial Information was
received by Lender from Borrower, except to the extent disclosed, reflected or
reserved against therein or in Item 3.15 of the Disclosure Schedule,
Borrower did not have any material liabilities or obligations, known or unknown,
secured or unsecured, whether accrued, absolute, contingent or otherwise. 

	3.16  Since the date the last Financial Information was
received by Lender from Borrower, there has been no material adverse change in
or to the business of Borrower or its subsidiaries or affiliates, or to the
operations, earnings, prospects, liabilities or relationships with suppliers,
distributors or customers of Borrower or its subsidiaries or affiliates.  There
is no presently existing condition with respect to Borrower or its subsidiaries
or affiliates which might be expected to have a material adverse effect on the
business or prospects of Borrower or its subsidiaries or affiliates or the
continued conduct of the business of Borrower or its subsidiaries or Affiliates
after the date of the Initial Closing or any subsequent Closing. 

	3.17  No order, consent, approval, license, authorization
or validation of, or filing, recording or registration with, or exemption by, or
other act by (except as have been obtained or made), any governmental or public
body or authority, or any subdivision thereof, is required to authorize, or is
required in connection with, (a) the execution, delivery and performance by the
Borrower or its subsidiaries or affiliates of any Loan Document or (b) the
legality, validity, binding effect or enforceability against the Borrower or its
subsidiaries or affiliates of any Loan Document.



3.18  Borrower shall use the Loan Proceeds exclusively for commercial reasons
that are expressly approved by Lender in accordance with Section 4.2 below.

3.19    Borrower or its subsidiaries and affiliates (as the case may be) are
the legal and beneficial owner of the Collateral, and the Collateral is free and
clear of all mortgages, security interests, liens, equities, encumbrances and
claims of every kind (collectively, the "Encumbrances") except
for the Encumbrances set forth on Item 4.7 of the Disclosure Schedule and
the liens of the Lender as set forth in this Agreement.  The Collateral is and
will remain free and clear of all Encumbrances of any nature whatsoever, except
for those set forth on Item 4.7 of the Disclosure Schedule and the liens
of the Lender as set forth in this Agreement.






All of the subsidiaries and affiliates of Borrower are wholly owned by
Borrower.





3.21  The security interest and leasehold mortgage in favor of the Borrower
on the real and personal property located at Kenwood Mall, Cincinnati, Ohio, is
a first and best lien on such personal property and leasehold and Borrower has
not and will not allow any Encumbrances on such property to be superior to
Borrower's mortgage and security interest.


ARTICLE IV
ADDITIONAL COVENANTS AND OTHER AGREEMENTS

	4.1.	Finder's Fee. Borrower shall pay to
SDKI a cash fee of ten percent (10%) of all the Loan Proceeds disbursed to
Borrower, which amount shall be paid from the proceeds disbursed to
Borrower.




Disbursement Approval.  All disbursements of Loan
Proceeds shall be approved in writing in advance by Lender, in its sole and
absolute discretion.  Prior to any use by the Borrower of the Loan Proceeds, or
any portion thereof, Borrower shall have received Lender's prior written
approval of such use, with such approval being determined by Lender in its sole
and absolute discretion.  Notwithstanding the foregoing provisions of this
Section 4.2, Borrower shall not need any approval from Lender with respect to
its use of the first $50,000 of Loan Proceeds received by Borrower.

Registration Rights.  Within 60 days of the date
hereof, Borrower shall have used its best efforts to cause a registration
statement covering the resale of the shares of Common Stock issuable upon
conversion of the Notes, exercise of the purchase rights under the Notes, used
for payment of the accrued interest on the Notes and  exercise of the Warrants
to have been declared effective by the Securities and Exchange Commission.  All
expenses of such registration, except fees for underwriting discounts and
selling commissions applicable to the resale of such Common Stock by Lender or
the holder of the Warrants, shall be borne by Borrower.  Lender and SDKI (and
their respective assigns) each agree to cooperate with the Borrower in the
preparation and filing of any such registration statement and in the furnishing
of information for inclusion therein, or in any efforts by the Borrower to
establish that the proposed sale is exempt under the Securities Act of 1933, as
amended, as to any proposed distribution.



4.4	Right of First Refusal.  As long as their
exists any principal or interest outstanding under the Notes, the Borrower
grants to the Lender a right of first refusal to participate as an investor in
any offering of Borrower's Common Stock, securities convertible into Common
Stock or any other equity securities of the Borrower (collectively, the
"Securities"). If the Borrower receives an executed letter of
intent or term sheet from any third party with respect to a sale or transfer of
Securities that the Borrower is willing to accept, the Borrower shall promptly
give written notice thereof to the Lender, including all essential terms and
conditions of such proposed offering.  The Lender shall then have ten (10) days
after receipt of such written notice to elect to enter into an agreement with
the Borrower to participate in the proposed offering on the same terms and
conditions as set forth in the Borrower's written notice.  If the Lender
declines to exercise its right of first refusal upon written notice from the
Borrower or fails to notify the Borrower within a 10-day period of an election
to invoke its right of first refusal, the Borrower shall have a period of 30
days to enter into an agreement with such third party from whom it has received
an executed letter of intent for the sale or transfer of the Securities on the
exact terms and conditions that were provided to Borrower in the notice.  In the
event that Borrower does not effect a transfer or sale of the Securities within
the specified thirty-day period, the Lender's right of first refusal shall
continue to be applicable to any subsequent sale or transfer of the Securities
by the Borrower. 

4.5.	Approval of Equity and Debt Issuances.
Borrower and its subsidiaries and affiliates shall not issue any securities,
including options to purchase  securities, or take on any debt (other than the
debt reflected by the Notes and trade payables incurred in the ordinary course
of business), without Lender's prior written approval, which approval shall be
given in Lender's sole and absolute discretion. 

4.6 	Board Seats.  Upon Lender's request, the Board
of Directors of Borrower (the "Board") shall take all necessary
and appropriate action to create up to two (2) new director seats of the Board
and appoint such persons as designated by Lender.  Additionally, for each
$1,400,000 of principal amount of Notes purchased by Lender in excess of
$1,200,000, Lender may, at its election, designate one (1) additional member of
the Board and the Board shall take all necessary and appropriate action to
create such director seats and appoint such persons designated by Lender;
provided, however, that Lender's election to designate such new members must be
made, if at all, within 30 days of the closing of the purchase of such
additional principal amounts of Notes.

4.7 	Security Agreements.  In connection with the
Loan made pursuant to this Agreement, the Notes shall be secured by a first and
best lien in all of the assets of the Borrower and its subsidiaries and
affiliates, including the shares of capital stock and membership interest in
Popmail Network, Inc., Fan Asylum, Inc. and Café Odyssey, LLC
(collectively, the "Collateral"); except for the Collateral set forth
in Item 4.7 of the Disclosure Schedule, which Lender shall have a lien
and security interest in, which shall be subordinated only to those persons or
entities identified in Item 4.7 of the Disclosure Schedule.  Borrower and
its subsidiaries and affiliates shall execute and deliver security agreements,
financing statements, pledge agreements and all other instruments and agreements
required by Lender that provide for a grant by Borrower and its subsidiaries and
affiliates to Lender of a security interest in all of the Collateral.   Borrower
shall take all other steps  necessary to keep such security interest in Lender
perfected and shall take no action to subordinate Lender's security interest to
any other person or entity without Lender's prior written approval.

4.8 	Default Under Loan Document.  In the event
that a default shall exist under any of the Loan Documents, Lender shall be
authorized to proceed with any and all remedies available to Lender thereunder.
A default under any of the Loan Documents shall constitute a default under each
other Loan Document and shall entitle Lender to pursue any and all remedies
under each or any of the Loan Documents.




Reserving Common Stock For Issuance.  The Borrower
shall at all times while the Warrants or the Lender's conversion and purchase
rights as set forth in the Notes are outstanding, reserve and keep available out
of its authorized but unissued stock, such number of duly authorized Common
Stock as shall be sufficient to effect the conversion rights and purchase rights
under the Notes and Warrants in accordance with their respective
terms.	

Reclassification of Common Stock.  The Borrower
covenants and agrees that in the event its present Common Stock shall be
reclassified, split, combined or otherwise changed, or in case of any
consolidation or merger of the Borrower with or into another corporation as a
result of which holders of Common Stock become entitled to receive securities or
other assets (including cash) with respect to or in exchange for their Common
Stock (other than a merger with a subsidiary in which merger the Borrower is the
continuing corporation and which does not result in any reclassification,
capital reorganization or other change of outstanding shares of Common Stock) or
in case of any sale, lease or conveyance to another corporation of the property
of the Borrower as an entirety or substantially as an entirety, the Borrower
shall make proper provision as a part of the terms of such reclassification,
split, combination, change, consolidation, merger or sale, that the holder of
the Warrants and the Notes will thereafter be entitled to convert it into the
same kind and amount of securities (including in that term, stock of any class
or classes) and other assets as may be issuable or distributable by the terms of
such reclassification, split, combination, change, consolidation, merger or
sale.



	4.11  	Financial Statements. The Borrower
shall: (i) Within 45 days of the end of each quarter, furnish Lender with any
and all filings with the Securities and Exchange Commission including but not
limited to Form 10Q, and  a No Default Certificate in the form which in a form
acceptable to Lender; (ii) within 90 days of its fiscal year end, furnish
audited copies of the Borrower's balance sheet, income statement, and statement
of cash flows as well as a copy of Borrower's Form 10K; and (iii) within 30 days
of filing, the Borrower's consolidated federal income tax return.

	4.12	Taxes, Assessments and Liabilities. The
Borrower shall pay all taxes, assessments, and other liabilities when due,
except for those which are contested in good faith. File all required federal,
state and local tax returns on a timely basis.

	4.13	Notice.  The Borrower shall give the
Lender prompt notice of any: (i) default of this or any other agreement or
contract under which the Borrower or any of its subsidiaries or affiliates are
liable; (ii) environmental penalty, claim or dispute involving more than
$25,000.00; (iii) litigation, government proceeding or investigation filed or
threatened against Borrower or any of its subsidiaries or affiliates, Lender its
directors and officers involving more than $25,000.00; (iv) reportable event
under ERISA; or (v) material change in the business prospects or financial
condition of the Borrower or any of its subsidiaries or affiliates.

	4.14	Corporate Existence and Status.  Borrower
shall maintain its and its subsidiaries' and affiliates' corporate existence and
remain in good standing under the laws of each jurisdiction where the Borrower
and its subsidiaries or affiliates are duly qualified to conduct its
business.

	4.15	Protection of Intellectual Property.
Borrower and its subsidiaries and affiliates shall take all measures necessary
to defend and protect the Intangibles, and not commit or permit any action that
may impair the value of the Intangibles.

	4.16	Liens.   Borrower and its subsidiaries and
affiliates shall not create or permit to exist any Encumbrance with respect to
the Collateral, except for liens created in favor of the Lender hereunder.

	4.17	Compliance with Laws.  Borrower and its
subsidiaries and affiliates shall keep, observe, satisfy and not suffer
violations of any and all  laws, statutes, ordinances and/or regulations.
	

	4.18	Operate in the Ordinary Course.  Borrower
and its subsidiaries and affiliates shall continue to operate their respective
businesses in the ordinary and customary course, and not take any actions which
materially alter the nature or scope of their respective businesses as conducted
on the date of the Initial Closing.

	4.19	Further Assurances.  Borrower and its
subsidiaries and affiliates shall provide Lender with such additional
information or documentation as Lender may request from time to time.
	4.20	Lender's Attorney's Fees.  At each
closing, Borrower shall pay Lender's attorney's fees it has incurred related to
the Loan up to a maximum of $10,000.
ARTICLE V
DEFAULT AND REMEDIES

	5.1.	Events of Default.  The occurrence
of any one or more of the following events or the existence of one or more of
the following conditions shall, upon 30 days written notice to Borrower,
constitute an "Event of Default" under this Agreement provided
that the events set forth in Sections 5.1(a), 5.1(c), 5.1(f), 5.1(e), 5.1(g),
5.1(h), 5.1(k), 5.1(l) and 5.1(n) shall constitute an Event of Default
immediately upon their occurrence and Lender shall not be required to provide
the 30 days' written notice for any such events:  



		(a)	Borrower shall fail to pay when due any
installment of principal or interest due under the Notes, whether due on the
date provided for therein or by acceleration or otherwise, or Borrower shall
fail to pay when due any other amounts due under any of the Loan Documents;









Any material breach of a representation or warranty made
in writing to Lender by Borrower or its subsidiaries or affiliates made herein,
in any Loan Documents or in connection with the making of the Loan; 
The breach, default or violation by Borrower or its
subsidiaries or affiliates of any obligation, agreement or covenant contained in
Loan Documents or any other agreements, certificates or writings executed in
connection herewith by Borrower or its subsidiaries or affiliates; unless the
same is cued within any applicable grace period; 

any material provision of any of the Loan Documents shall
at any time for any reason cease to be in full force and effect or shall be
declared to be null and void; 

any litigation or proceeding is pending which may
materially adversely affect the ability of Borrower, its subsidiaries or
affiliates to perform its obligations under the Loan Documents; 

 the failure of the Borrower or its subsidiaries or
affiliates to comply with any other covenants or agreements contained in any of
the Loan Documents and not herein specifically referenced, unless the same is
cured within any applicable grace period; 

a material part of the operations of the Borrower or any
of its subsidiaries or affiliates shall cease for a period of thirty days;


the liquidation, termination or dissolution of Borrower
or any of its subsidiaries or affiliates;

the occurrence of an event of default (as defined
therein) in any of the Loan Documents other than this Agreement;

the occurrence of any of the following transactions
concerning the Borrower without the prior written consent of the Lender (which
shall be given in its sole and absolute discretion): (i) the acquisition of the
Borrower by another entity by means of any transaction or series of related
transactions (including, without limitation, the transfer of more than 50% of
the voting power of the Borrower, reorganization, merger, consolidation); or
(ii) a sale of all or substantially all of the assets of the Borrower; unless
the Borrower's shareholders of record as constituted immediately prior to such
acquisition or sale will, immediately after such acquisition or sale (by virtue
of securities issued as consideration for the Borrower's acquisition or
otherwise) hold at least 50% of the voting power of the surviving or acquiring
entity;

the issuance of any securities by Borrower's subsidiaries
and affiliates without the prior written consent of the Lender; 

the occurrence of any of the following transactions
concerning the Borrower's subsidiaries or affiliates without the prior written
consent of the Lender: (i) the acquisition (in whole or in part) of any
subsidiary or affiliate of the Borrower by another entity or person by means of
any transaction or series of related transactions (including, without
limitation, the stock purchase, stock issuance, reorganization, merger,
consolidation); or (ii) a sale of all or substantially all of the assets of the
Borrower; 
Borrower's Common Stock is de-listed from the Nasdaq
National or SmallCap Market Systems; or 
if Lender shall reasonably deem itself to be insecure.






	5.2.	Remedies.  Upon the
occurrence of any Event of Default hereunder as above provided, and at any time
thereafter, all principal, interest and other amounts payable under the Notes
shall, at the option of Lender, become immediately due and payable without
presentment, demand, protest or other notice of any kind, all of which are
expressly waived by Borrower.  Lender may proceed with every remedy available at
law or in equity or provided for in the Loan Documents or in any other document
executed in connection with the Loan, in such order or sequence as Lender may
determine in its sole discretion, including concurrently, independently, or
successively, and all expenses incurred by Lender in connection with any remedy
shall be deemed indebtedness of Borrower to Lender including, but not limited
to, reasonable attorneys' fees incurred by Lender.  
ARTICLE VI
GENERAL PROVISIONS

	6.1.	Amendments.  No provision or term
of the Loan Documents may be amended, modified, revoked, supplemented, waived or
otherwise changed except by a written instrument duly executed by the party from
whom enforcement is sought.  

	6.2.	Borrower Not Released.  Without
affecting any obligation of Borrower under this Agreement, Lender without notice
or demand may renew, extend or otherwise change the terms and conditions of the
Loan.  

	6.3.	Severability.  Whenever possible,
each provision of the Loan Documents shall be interpreted so as to be effective
and valid under Ohio law.  Should any provision, covenant or agreement contained
in the Loan Documents be deemed invalid, illegal or unenforceable in any
jurisdiction, the validity, legality and enforceability of the remaining
provisions of the Loan Documents shall not be impaired thereby, nor shall the
validity, legality or enforceability of any such defective provision be in any
way affected or impaired in any other jurisdiction.  

	6.4.	Successors and Assigns Bound;
Assignment.  The covenants and agreements contained herein shall bind the
parties hereto and each of their respective successors and assigns.  Borrower
may not assign this Agreement without the prior written consent of Lender.
Subject to the foregoing restriction, this Agreement shall inure to the benefit
of Lender and SDKI, their successors and assigns.  

	6.5.	No Third Party Benefits.  This
Agreement is made for the sole benefit of Borrower, Lender, PNI, FAO, COL, SDKI
and their respective successors and assigns, and no other person or persons
shall have any rights or remedies under or by reason of this Agreement.  

	6.6.	Headings.  The captions and
headings of the paragraphs in the Agreement are for convenience only and are not
used to interpret or define the provisions of the Agreement.  

	6.7.	Governing Law.  This Agreement and
the Loan Documents or any other documents executed in connection with the loan
shall be governed by and interpreted in accordance with the laws of the State of
Ohio, without regard to Ohio's conflict of laws principles.  

	6.8.	Conflict.  Should any provision of
any other Loan Documents conflict with any provision of this Agreement, the
provision selected by Lender, in its sole discretion, shall govern and shall be
controlling.  

6.9 	Jurisdiction.  Borrower, by its execution
hereof (i) hereby irrevocably submits to the exclusive jurisdiction of the State
of Ohio and to the exclusive jurisdiction of the United States District Court
for the Southern District of Ohio for the purpose of any suit, action or other
proceeding arising out of or based upon this Agreement, the Collateral or the
Loan Documents or the subject matter hereof or thereof brought by Lender, any
holder of the obligations of Borrower under the Loan Documents or their
respective successors or assigns, and (ii) agrees not to assert, by way of
motion, as a defense or otherwise, in any such proceeding, any claim that
Borrower is not subject personally to the jurisdiction of the above-named
courts, that Borrower's property is exempt or immune from attachment or
execution, that any such proceeding brought in one of the above-named courts is
brought in an inconvenient forum, that the venue of any such proceeding brought
in one of the above-named courts in improper, or that this Agreement, the
Collateral or any of the Loan Documents, or the subject matter hereof or
thereof, may not be enforced in or by such court.

6.10	Waiver of Jury.  LENDER AND BORROWER HEREBY
VOLUNTARILY, KNOWINGLY AND INTENTIONALLY WAIVE ANY AND ALL RIGHTS TO TRIAL BY
JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING UNDER THIS AGREEMENT OR
CONCERNING THE LOAN DOCUMENTS AND/OR ANY COLLATERAL CONTEMPLATED THEREBY,
REGARDLESS OF WHETHER SUCH ACTION OR PROCEEDING CONCERNS ANY CONTRACTUAL OR
TORTIOUS OR OTHER CLAIM.  BORROWER ACKNOWLEDGES THAT THIS WAIVER OF JURY TRIAL
IS A MATERIAL INDUCEMENT TO LENDER IN EXTENDING CREDIT, THAT LENDER WOULD NOT
HAVE EXTENDED SUCH CREDIT WITHOUT THIS JURY TRIAL WAIVER, AND THAT BORROWER HAS
BEEN REPRESENTED BY AN ATTORNEY OR HAS HAD AN OPPORTUNITY TO CONSULT WITH AN
ATTORNEY IN CONNECTION WITH THIS JURY TRIAL WAIVER AND UNDERSTANDS THE LEGAL
EFFECT OF THIS WAIVER.

	6.11	Obligations of Subsidiaries of Borrower.
PNI, FAI and COL all acknowledge and agree that each of them shall be bound by
Section 4.8 and all obligations, covenants, representations and warranties that
reference any subsidiary or affiliate of Borrower as if such obligations,
covenants, representations and warranties were fully made by them.  PNI, FAI and
COL further acknowledge and agree that each of them shall receive a material
benefit from the Loan received by Borrower from Lender because without it, PNI,
FAI and COL would no longer be able to continue their business as currently
operated.  The obligations of PNI, FAI and COL hereunder were a material
inducement to Lender to enter into this Agreement.

	6.12	Counterparts.  This Agreement may be
executed in one or more counterparts, each of which shall de deemed to be an
original but all of which together will constitute one and the same instrument.
This Agreement may be executed by facsimile signatures which shall have the same
force and effect as original signatures.

	6.13	Entire Agreement.  This Agreement and all
documents and agreements referred to in this Agreement supersede all prior
understandings, agreements and discussions between the parties concerning this
subject matter, with such prior understandings, agreements and discussions
between the parties being merged into this Agreement, and constitutes the entire
agreement between the parties with regard to this subject matter.

	6.14	Survival.  All of the obligations,
covenants, representations and warranties of Borrower and its subsidiaries and
affiliates shall survive the Initial Closing and any subsequent Closing.

ARTICLE VII

CONDITIONS TO SUBSEQUENT CLOSINGS

7.1	The obligation of Lender to complete any subsequent
Closing after the Initial Closing are subject to the satisfaction of each of the
following conditions:

		(i)	Receipt of certified resolutions of Borrower
and its subsidiaries and affiliates authorizing the Loan and the grant of the
security interest in the Collateral to Lender;

		(ii)	Execution of the Loan Documents by Borrower
and its subsidiaries and affiliates, including any Notes representing the
additional proceeds being disbursed in a subsequent Closing;

		(iii)	No Event of Default exists;

		(iv)	Confirmation from the applicable federal and
state filing offices of Lender's perfected security interest in the
Collateral;

		(v)	Receipt of evidence satisfactory to Lender and
its legal counsel, in their sole discretion, of Lender's first and best lien
position with respect to the Collateral with the exception of the Collateral set
forth in Item 4.7 of the Disclosure Schedule;



		(vi)	Receipt of  Borrower's certified resolutions authorizing the
issuance and reservation of shares of Common Stock upon the exercise of the
Warrants and the conversion rights set forth in the Notes in a form satisfactory
to Lender;

		(vii)	All representations and warranties set forth in the
Agreement or any Loan Document are true and correct as of the date of any
subsequent Closing;



		(viii)	Receipt of a No Default Certificate from
the Borrower and each subsidiary and affiliate of Borrower in a form acceptable
to Lender.

[Signature Page to Follow]


IN WITNESS WHEREOF, the parties hereto executed this Loan
Agreement as of the date first written above.

BORROWER:
POPMAIL.COM, INC., 

By:						

Its:___________________________


PMI:
POPMAIL NETWORK, INC.

By:						

Its:___________________________


LENDER:
GSI VENTURES, LLC,

By: SDK INVESTMENTS, INC., Manager
By:___________________________________
Stephen D. King
President

FAI:
FAN ASYLUM, INC.

By:						

Its:___________________________

SDKI:
SDK INVESTMENTS, INC., 

By:						

Stephen D. King
President

COL:
CAFE ODYSSEY, LLC

By:						

Its:___________________________




DISCLOSURE SCHEDULE

ITEM 3.1	SUBSIDIARIES AND AFFILIATES

ITEM 3.6	LITIGATION





ITEM 3.14 	NAMES OF BUSINESSES; ADDRESSES WHERE COLLATERAL LOCATED;
PRINCIPAL OFFICE ADDRESS OF BORROWER, SUBSIDIARIES AND AFFILIATES

ITEM 3.15	CONTINGENT LIABILITIES





ITEM 4.7	ENCUMBRANCES ON COLLATERAL



113679.5

SCHEDULE 3.1
Subsidiaries and Affiliates




Fan Asylum, Inc.
Popmail Network, Inc.
Café Odyssey, Inc.
Schedule 3.6
Litigation

The Company entered into a bridge loan transaction on or about October 6,
2000, in which it issued a promissory note in favor of Great Western Business
Services in the principal amount of $600,000.  The note was payable in 30 days
and was secured by certain computer equipment owned by the Company.
Additionally, the lender obtained a "contingent" security interest in
the Company's units of Cafe Odyssey, LLC, which vested upon an event of default
thereunder.  The Company has failed to repay the note and the lender has
recently given the Company notice of such default.  Additionally, the lender has
informed the Company that it intends to retrieve the collateral as soon as is
practicable.  The lender has not given any notice or otherwise communicated to
the Company its intentions with respect to its interest in the Cafe Odyssey
units.   Cafe Odyssey, LLC currently has no assets.

Schedule 3.14
Names of Businesses and Addresses





Fan Asylum, Inc.
1250 Folsom Street
San Francisco, CA  94103

Popmail Network, Inc.
1333 Corporate Drive, Suite 350
Irving, TX  75038

Café Odyssey, LLC






500 16th St. Suite 350
Denver, CO  80202



4. 	Cafe Odyssey	
	320 South Avenue
	Mall of America
	Bloomington, MN  55425


Schedule 3.15
Contingent Liabilities

The Kenwood Restaurant opened in December 1996 under the name
Hotel Discovery and was closed by the Company in August 1999. In November 1999,
the Company assigned the related lease (described below) in connection with the
pending sale of restaurant assets to a third party, who subsequently reopened
the restaurant under another name and continues to operate the same. The
property is approximately 17,000 square feet in size on three levels and is
located at the northeast corner of Sycamore Plaza at Kenwood Shopping Center in
Cincinnati, Ohio. Although the third party has paid all payments due under the
lease since November 1999, the Company remains primarily obligated under the
lease. 

The initial term of the lease is 15 years with an option for
two additional five-year periods. The lease provides for the payment of both a
monthly fixed minimum rent and a percentage rent based on gross sales in excess
of an escalating base amount. The monthly fixed minimum rent is $12,833 for the
first five years of the initial lease term, $14,117 for the sixth through tenth
years of the initial lease term, $15,400 for the eleventh through fifteenth
years of the initial lease term.

In addition to the fixed minimum rent, the lease provides for
the payment of a percentage rent equal to 4% of the gross sales from the
restaurant in excess of the following annual gross sales amounts; $3,850,000 for
the first five years of the initial lease term, $4,235,000 for the sixth through
tenth years of the initial lease term, $4,620,000 for the eleventh through
fifteenth years of the initial lease term. No percentage rent was paid in 1998
or 1999. In addition to the fixed minimum rent and percentage rent, the Company
is required to pay its proportionate share of common area maintenance costs;
taxes, insurance, maintenance and operating costs. 

Schedule 4.7
Encumbrances

See Schedule 3.6.



EX-10.57
29
exh1057.htm
EXHIBIT











Exhibit 10.57
AMENDMENT NO. 1 TO THE LOAN
AGREEMENT


	This Amendment No. 1 to that certain Loan Agreement by and among GSI
Ventures, LLC, an Ohio limited liability company ("Lender") PopMail.com,
inc., a Minnesota corporation (the "Borrower"), SDK Investments, Inc., an
Ohio corporation ("SDKI"), PopMail Network, Inc., a Texas corporation
("PNI"), Fan Asylum, Inc., a California corporation ("FAI"),
Café Odyssey, LLC, a Minnesota limited liability company ("COL")
dated December 1, 2000 is made among all parties to that Agreement as of
December 8, 2000.

	In consideration of the mutual covenants and agreements contained herein
and other good and valuable consideration, the receipt, sufficiency and adequacy
of which are hereby acknowledged, the parties hereby covenant and agree as
follows:



The parties do hereby agree to amend the Agreement as follows:



Recitals:  The recitals the Agreement are amended and
superceded in their entirety with the following:

	A.	Lender has agreed to loan Borrower up to the principal amount of
$400,000 and at Lender's option, in its sole and absolute discretion, an
additional principal amount of $3,600,000.

	B.	Borrower has agreed to borrow up to $400,000  from Lender and the
additional $3,600,000 from Lender, to the extent that Lender makes that amount
available to Borrower.  

	C.	SDKI has acted as a finder in connection with the loan to be made
by Lender to Borrower and, as a result, Borrower has agreed to pay SDKI a
finder's fee consisting of cash and warrants to purchase Borrower's common
stock.  

	D.	PNI, FAI and COL are wholly owned subsidiaries of Borrower and will
materially benefit from the loan Borrower will receive from Lender.

	E.	As a condition to Lender making a loan to Borrower, Lender requires
PNI, FAI and COL to execute this Agreement and be bound by certain terms of this
Agreement.

Event of Default:  A new Section 5.1(o) is added to the
Agreement and will read as follows:





the Borrower shall have materially breached its obligations to J.P. Carey
Securities, Inc. set forth in Section 2(a) of that certain Registration Rights
Agreement dated June 12, 2000 among PopMail.com, inc. and the Buyers set forth
in such agreement.




Capitalized Terms.  All capitalized terms not otherwise defined
herein shall have the same meaning as in the Agreement.


In Witness Whereof, the parties hereto have executed this Amendment No 1 to
the Loan Agreement as of the date first written above.
BORROWER:
POPMAIL.COM, INC., 

By:						

Its:___________________________

PMI:
POPMAIL NETWORK, INC.

By:						

Its:___________________________

LENDER:
GSI VENTURES, LLC,

By: SDK INVESTMENTS, INC., Manager
By:___________________________________
Stephen D. King
President

FAI:
FAN ASYLUM, INC.

By:						

Its:___________________________

SDKI:
SDK INVESTMENTS, INC., 

By:						

Stephen D. King
President

COL:
CAFE ODYSSEY, LLC

By:						

Its:___________________________


















EX-10.58
30
exh1058.htm
EXHIBIT













Exhibit 10.58



NEITHER THIS NOTE NOR THE SHARES OF COMMON STOCK ISSUABLE
UPON CONVERSION HEREUNDER HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION (TOGETHER, THE
"SECURITIES LAWS") AND MAY NOT BE OFFERED FOR SALE, SOLD OR
OTHERWISE  TRANSFERRED  OR  ENCUMBERED  IN  THE  ABSENCE  OF COMPLIANCE WITH
SUCH SECURITIES LAWS AND UNTIL THE COMPANY (AS DEFINED HEREIN) THEREOF SHALL
HAVE RECEIVED AN OPINION FROM COUNSEL REASONABLY ACCEPTABLE TO IT THAT THE
PROPOSED DISPOSITION WILL NOT VIOLATE ANY APPLICABLE SECURITIES LAWS.  

POPMAIL.COM, INC.

CONVERTIBLE PROMISSORY NOTE
WITH COGNOVIT PROVISION

	Irving, Texas
$70,000.00	February 8, 2001

	THIS CONVERTIBLE PROMISSORY NOTE (the
"Note") is one of a duly authorized issue of Convertible
Promissory Notes of PopMail.com., inc., a corporation duly organized and
existing under the laws of the State of Minnesota (the
"Company"), designated as its 12% Convertible Promissory Notes
Due January 5, 2002, in an aggregate principal amount not exceeding U.S.
$4,000,000 (the "Notes").

	FOR VALUE RECEIVED, the Company promises to pay to
GSI Ventures, LLC, an Ohio limited liability company
("Holder"), in lawful money of the United States of America,
the principal sum of  Seventy Thousand Dollars ($70,000.00), together with
interest in arrears on the unpaid principal balance at a rate equal to Twelve
Percent (12%) per annum, in the manner provided below.  Interest shall be
calculated on the basis of a 360-day year of twelve 30-day months and accrued on
a daily basis for the actual number of days elapsed from the date hereof on the
principal balance from time to time outstanding as hereinafter provided.

1.	Payments.

 	1.1	Principal and Interest. Accrued interest
under this Note shall be due and payable in quarterly installments on February
1, 2001, May 1, 2001, August 1, 2001 and November 1, 2001 and the entire
outstanding principal balance of the Note, together with all accrued but unpaid
interest thereon, shall be due and payable in full on January 5, 2002 (the
"Maturity Date"). Notwithstanding anything to the contrary
contained herein, upon Holder's consent, which shall be made in its sole and
absolute discretion, Company may pay any portion of the quarterly installments
of accrued interest payable hereunder with shares of Company's common stock, par
value $.01 per share (the "Common Stock").  The value of the
Common Stock used to pay any such quarterly installments of accrued interest
shall be determined by the closing sale price of the Common Stock as reported by
Nasdaq on the preceding trading day before the quarterly installment is
paid.

1.2	Manner of Payment.  Except as otherwise
provided herein, all payments of principal and interest on this Note shall be
made in immediately available funds.  If any payment of principal or interest on
this Note is due on a day which is not a Business Day, such payment shall be due
on the next succeeding Business Day, and such extension of time shall not be
taken into account in calculating the amount of interest payable under this
Note.  "Business Day" means any day other than a Saturday,
Sunday or legal holiday in the State of Ohio.

1.3	Prepayment.  The Company may, without premium
or penalty, at any time and from time to time, prepay all or any portion of the
outstanding principal balance due under this Note, provided that each such
prepayment is accompanied by the accrued interest on the amount of principal
prepaid calculated to the date of such prepayment.  The Company shall provide
Holder with not less than fifteen (15) days written notice prior to such
prepayment.  In the event a transaction described in Section 4.3 hereof is
contemplated prior to or contemporaneous with prepayment, said written notice
shall include the information specified in the notice made pursuant to Section
4.3 hereof.  
1.4	Default Interest.  Upon the occurrence of an
Event of Default (as defined below), this Note shall accrue interest at a
default rate of interest equal to the lesser of 18% per annum or the maximum
rate permitted under Ohio Law.

2.	Default.

	2.1	Event of Default.  The occurrence of any
one or more of the following events with respect to Company shall, upon 30 days'
written notice to the Company, constitute an event of default hereunder
("Event of Default") provided that, the events set forth in
Sections 2.1(a), 2.1(b), 2.1(c) and 2.1(d) shall constitute an Event of Default
immediately upon their occurrence and Lender shall not be required to provide
the 30 days written notice for any such event:

(a)	If Company shall fail to pay when due any payment of
principal or interest or other amount due on this Note.

(b)	If, pursuant to or within the meaning of the United
States Bankruptcy Code or any other federal or state law relating to insolvency
or relief of debtors (a "Bankruptcy Law"), the Company shall
(i) commence a voluntary case or proceeding; (ii) consent to the entry of an
order for relief against it in an involuntary case; (iii) consent to the
appointment of a trustee, receiver, assignee, liquidator or similar official;
(iv) make an assignment for the benefit of its creditors; or (v) admit in
writing its inability to pay its debts as they become due.







If a court of competent jurisdiction enters an order or
decree under any Bankruptcy Law that (i) is for relief against the Company in an
involuntary case, (ii) appoints a trustee, receiver, assignee, liquidator or
similar official for the Company or substantially all of the Company=s
properties, or (iii) orders the liquidation of the Company, and in each case the
order or decree is not dismissed within  30 days.





	(d)  	If an event of default occurs as defined in that
certain Loan Agreement executed on or about December 1, 2000 by and between the
Company, Holder, the Company's subsidiaries and SDK Investments, Inc., and as
amended on December 8, 2000 (the "Loan Agreement") or an event
of default occurs as defined in any of the Loan Documents, regardless of whether
or not such event of default is caused by Company or any of its subsidiaries or
affiliates who are a party to the Loan Agreement or the Loan Documents.

	(e) 	A breach of any obligation or covenant of Company
set forth in this Note.







Any representation or warranty made in writing to
Holder by Company made in this Note or in connection with the making of the Loan
shall prove at any time to have been incorrect or materially misleading when
made.








Notice by the Company. The Company shall notify
Holder in writing within five days after the occurrence of any Event of Default
of which the Company acquires knowledge.

Remedies.  Upon the occurrence of any Event
of Default hereunder as above provided, and at any time thereafter, all
principal, interest and other amounts payable under this Note shall, at the
option of Holder, become immediately due and payable without presentment,
demand, protest or other notice of any kind, all of which are expressly waived
by Company.  Holder may proceed with every remedy available at law or in equity
or provided for in the Loan Documents or in any other document executed in
connection with the Loan, in such order or sequence as Holder may determine in
its sole discretion, including concurrently, independently, or successively, and
all expenses incurred by Holder in connection with any remedy shall be deemed
indebtedness of Company to Holder including, but not limited to, reasonable
attorneys' fees incurred by Holder.



3.	Conversion.




Holder Conversion.  









The Holder shall have the right, at the Holder's option,
at any time prior to payment in full of the principal balance of this Note, to
convert this Note, in accordance with the provisions of Section 3.2 hereof, in
whole or in part, into fully paid and nonassessable shares of Common Stock (the
"Common Stock") of the Company.  The number of shares of Common
Stock into which this Note may be converted ("Conversion
Shares") shall be determined by dividing: [A] the sum of (i) the
outstanding principal amount of the Note to be converted, (ii) all accrued
interest thereon to the date of conversion, and (iii) all other indebtedness
Company owes Holder under this Note, by [B] the amount equal to 140% of the
"Market Price" of the Common Stock (the "Conversion
Price"). 





 		(b) 	Notwithstanding Section 3.1(a), in the event
that Company has paid any amount it owes to Holder pursuant to this Note
("Partial Payment"), then from the date of the Partial Payment
for a period of 90 days, Holder shall have the right to purchase at a strike
price equal to the Conversion Price (the "Purchase Price") a
certain number of shares of the Common Stock (the "Purchase
Right").  The number of shares of Common Stock that Holder may purchase
shall be determined by dividing the Partial Payment by the Conversion Price.
For purposes of this Note, any shares of Common Stock that Holder purchases
pursuant to its Purchase Right shall be considered Conversion Shares.  The
Purchase Right may be exercised by Holder, in whole or in part, by written
notice to the Company, together with payment by Holder to the Company of the
Purchase Price in immediately available funds.

3.2	Conversion Procedure.

(a)	Notice of Conversion and Purchase Right
Pursuant to Section 3.1.  Before the Holder shall be entitled to convert
this Note into shares of Common Stock, it shall surrender this Note at the
office of the Company and shall give written notice  in the form attached hereto
as Exhibit A (the "Holder Conversion Notice") to the
Company at its principal corporate office, of the election to convert all or a
portion of this Note pursuant to Section 3.1(a).  If this Note is converted in
part only, the Company shall execute and deliver a new note to the Holder
thereof in the principal amount equal to the portion of this Note not so
converted.  Before the Holder may exercise its Purchase Right, it shall give
written notice to the Company at its principal corporate office, of its exercise
of its Purchase Right pursuant to Section 3.1(b) prior to the expiration of the
90-day period the Purchase Right is available.







Mechanics and Effect of Conversion.  No
fractional shares of Common Stock shall be issued upon conversion of this Note
or exercise of the Purchase Right.  Upon the conversion of this Note pursuant to
Section 3.1(a) above, the Holder shall surrender this Note, duly endorsed, at
the principal office of the Company.  At its expense, the Company shall, as soon
as practicable after receiving the Holder Conversion Notice or notice of
Holder's exercise of its Purchase Right, issue and deliver to such Holder at
such principal office a certificate or certificates for the number of shares of
Common Stock to which the Holder shall be entitled upon such conversion or
purchase (bearing such legends as are required by the Loan Agreement or
applicable state and federal securities laws in the opinion of counsel to the
Company), together with a new note for the principal amount of the Note that was
not converted, if any.  Upon conversion of all or a portion of this Note, the
Company shall be forever released from all its obligations and liabilities under
this Note, to the extent of the principal amount so converted.





3.3	Limitations on Conversion.  Unless the Company
shall have obtained the approval of its voting shareholders to such issuance in
accordance with the rules of Nasdaq or any other stock market rules with which
the Company shall be required to comply, but only to the extent required
thereby, the Company shall not issue shares of its Common Stock (i) upon
conversion of any of the principal sum outstanding hereunder, or (ii) as
interest on the principal sum due hereunder, if such issuance of Common Stock,
when added to the number of shares of Common Stock previously issued by the
Company (x) upon conversion of the principal sum due under the Notes and (y) in
payment of interest due under the Notes, would equal or exceed 20 percent of the
number of shares of the Company's Common Stock that were issued and outstanding
on the date hereof (the "Maximum Issuance Amount").  In the
event that a properly executed Holder Conversion Notice is received by the
Company which would require the Company to issue shares of Common Stock equal to
or in excess of the Maximum Issuance Amount, the Company shall honor such
conversion request by (a) converting the amount of the principal and interest
stated in such conversion notice that is not in excess of the Maximum Issuance
Amount and (b) paying the remaining principal and interest due requested by
Holder to be converted; provided that, Company shall first use its best efforts
to obtain as soon as practicable after obtaining a Holder Conversion Notice the
approval of its voting shareholders to issue Conversion Shares in excess of the
Maximum Issuance Amount.




Limitations on Issuance of Common Stock.
Notwithstanding anything herein to the contrary, in no event shall the Holder be
permitted to receive Conversion Shares upon exercising its conversion rights or
Common Stock as payment for accrued interest on this Note (collectively referred
to as "Conversion Rights") to the extent that (x) the number of shares
of Common Stock beneficially owned by the Holder (other than shares of Common
Stock issuable upon exercise of Holder's Conversion Rights) plus (y) the number
of shares of Common Stock issuable upon exercise of the Holder's Conversion
Rights, would be equal to or exceed 4.9% of the number of shares of Common Stock
then issued and outstanding, including shares issuable upon exercise of the
Holder's Conversion Rights after application of this Section 3.4.  As used
herein, beneficial ownership shall be determined in accordance with Section
13(d) of the Securities Exchange Act of 1934 (the "Exchange Act").  To
the extent that the limitation contained in this Section 3.4 applies, the
determination of whether Holder may exercise its Conversion Rights (in relation
to other securities owned by the Holder) and of which a portion of the
Conversion Rights are exercisable shall be in the sole discretion of the Holder,
and the submission of a Holder Conversion Notice (or written notice in the case
of payment of accrued interest in shares of Common Stock) shall be deemed to be
the Holder's determination of whether the Conversion Rights are exercisable (in
relation to other securities owned by the Holder) and of which portion of the
Conversion Rights are exercisable, in each case subject to such aggregate
percentage limitation, and the Company shall have no obligation to verify or
confirm the accuracy of such determination.  Nothing contained herein shall be
deemed to restrict the right of the Holder to exercise its Conversion Rights at
such time as such exercise will not violate the provisions of this Section 3.4.
The provisions of this Section 3.4 may be waived by the Holder upon, at the
election of the Holder, 61 days' prior notice to the Company, and the provisions
of this Section 3.4 shall continue to apply until such 61st day (or
such later date as may be specified in such notice of waiver).  No exercise of
the Conversion Rights in violation of this Section 3.4 but otherwise in
accordance with this Note shall affect the status of the Common Stock issued
upon such exercise as validly issued, fully-paid and
nonassessable.



4.	Anti-Dilution Adjustments.

4.1	Adjustments for Stock Splits and Subdivisions.
In the event the Company should at any time or from time to time after the date
of issuance hereof fix a record date for the effectuation of a split or
subdivision of the outstanding shares of Common Stock or the determination of
holders of Common Stock entitled to receive a dividend or other distribution
payable in additional shares of Common Stock or other securities or rights
convertible into, or entitling the holder thereof to receive directly or
indirectly, additional shares of Common Stock (hereinafter referred to as
"Common Stock Equivalents") without payment of any consideration by
such holder for the additional shares of Common Stock or the Common Stock
Equivalents (including the additional shares of Common Stock issuable upon
conversion or exercise thereof), then, as of such record date (or the date of
such dividend distribution, split or subdivision if no record date is fixed),
the Conversion Price of this Note shall be appropriately decreased so that the
number of shares of Common Stock issuable upon conversion of this Note shall be
increased in proportion to such increase of outstanding shares.

4.2	Adjustments for Reverse Stock Splits. 
If the number of shares of Common Stock outstanding at any time after the date
hereof is decreased by a combination of the outstanding shares of Common Stock
through a reverse stock split, then, following the record date of such
combination, the Conversion Price for this Note shall be appropriately increased
so that the number of shares of Common Stock issuable on conversion of this Note
shall be decreased in proportion to such decrease in outstanding shares.

4.3	Adjust for Reorganization, Reclassification, Merger
and Sale.  If any capital reorganization or reclassification of the capital
stock of the Company, or consolidation or merger of the Company with another
corporation, or the sale of all or substantially all of its assets to another
corporation shall be effected in such a way that holders of the Company's Common
Stock shall be entitled to receive stock, securities or assets with respect to
or in exchange for such common shares, then, as a condition of such
reorganization, reclassification, consolidation, merger or sale, the Holder
shall have the right to convert and receive upon the basis and upon the terms
and conditions specified in this Note and in lieu of the shares of the Common
Stock of the Company immediately theretofore convertible and receivable upon the
exercise of the rights represented hereby, such shares of stock, other
securities or assets as would have been issued or delivered to the Holder as if
it had exercised this Note and had received such shares of common stock prior to
such reorganization, reclassification, consolidation, merger or sale.  The
Company shall not effect any such consolidation, merger or sale, unless prior to
the consummation thereof the successor corporation (if other than the Company)
resulting from such consolidation or merger or the corporation purchasing such
assets shall assume by written instrument executed and mailed to the registered
Holder of this Note at the last address of such Holder appearing on the books of
the Company, the obligation to deliver to such Holder such shares of stock,
securities or assets as, in accordance with the foregoing provisions, such
Holder may be entitled to convert.

4.4	Other Adjustment.  If the Company takes
any other action, or if any other event occurs which does not come within the
scope of the provisions of Sections 4.1 through 4.3, but which should result in
an adjustment in the Conversion Price and/or the number of shares subject to
this Note in order to fairly protect the purchase rights of the Holder, an
appropriate adjustment in such purchase rights shall be made by the Company.

4.5	Reservation of Stock Issuable Upon Conversion.
The Company shall at all times reserve and keep available out of its authorized
but unissued shares of Common Stock solely for the purpose of effecting the
issuance of the Conversion Shares such number of its shares of Common Stock as
shall from time to time be sufficient to issue the Conversion Shares; and if at
any time the number of authorized but unissued shares of Common Stock shall not
be sufficient to effect the issuance of the Conversion Shares,  in addition to
such other remedies as shall be available to the holder of this Note, the
Company will use its best efforts to take such corporate action as may, in the
opinion of Holder's counsel, be necessary to increase its authorized but
unissued shares to such number of shares as shall be sufficient for such
purposes.

5.	Miscellaneous.

5.1	Waiver.  The rights and remedies of Holder
under this Note shall be cumulative and not alternative.  No waiver by Holder of
any right or remedy under this Note shall be effective unless in a writing
signed by Holder.  Neither the failure nor any delay in exercising any right,
power or privilege under this Note will operate as a waiver of such right, power
or privilege and no single or partial exercise of any such right, power or
privilege by Holder will preclude any other or further exercise of such right,
power or privilege or the exercise of any other right, power or privilege.  To
the maximum extent permitted by nonwaivable applicable law, (a) no claim or
right of Holder arising out of this Note can be discharged by Holder, in whole
or in part by a waiver or renunciation of the claim or right unless in a
writing, signed by Holder; (b) no waiver that may be given by Holder will be
applicable except in the specific instance for which it is given; and (c) no
notice to or demand on the Company will be deemed to be a waiver of any
obligation of the Company or of the right of Holder to take further action
without notice or demand as provided in this Note.  The Company hereby waives
presentment, demand, protest and notice of dishonor and protest.

5.2	Notices.  The Company shall give any notice
required or permitted to be given hereunder to the Holder or the Holder to the
Company in accordance with the Loan Agreement. 

5.3	Severability.  If any court of competent
jurisdiction holds any provision in this Note invalid or unenforceable, the
other provisions of this Note will remain in full force and effect. Any
provision of this Note held invalid or unenforceable only in part or degree will
remain in full force and effect to the extent not held invalid or
unenforceable.

5.4	Governing Law.  This Note will be governed by
the laws of the State of Ohio without regard to conflicts of laws
principles.

5.5	Parties in Interest; Assignment.  This Note
shall bind the Company and its successors and assigns.  Subject to the
provisions of the legend on this Note, the Holder may assign this Note upon
providing Company notice of such assignment.




Section Headings, Construction.  The headings of
Sections in this Note are provided for convenience only and will not affect its
construction or interpretation.  All references to "Section" or
"Sections" refer to the corresponding Section or Sections of this Note
unless otherwise specified.



5.7  	Capitalized Terms.  All capitalized terms
used in this Note and not defined herein shall have the same meaning as in the
Loan Agreement.  
	5.8	Gender.  All words used in this Note will
be construed to be of such gender or number, as the circumstances require.
Unless otherwise expressly provided, the words "hereof" and
"hereunder" and similar references refer to this Note in its entirety
and not to any specific section or subsection hereof.

	5.9 	 JURY WAIVER.  THE UNDERSIGNED AND HOLDER
(BY ITS ACCEPTANCE HEREOF) HEREBY VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND
UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY
DISPUTE (WHETHER BASED UPON CONTRACT TORT OR OTHERWISE) BETWEEN OR AMONG THE
UNDERSIGNED AND HOLDER ARISING OUT OF OR IN ANY WAY RELATED TO THIS DOCUMENT,
ANY OTHER RELATED DOCUMENT, OR ANY RELATIONSHIP BETWEEN HOLDER AND THE
UNDERSIGNED.  THIS PROVISION IS A MATERIAL INDUCEMENT TO HOLDER TO PROVIDE THE
FINANCING DESCRIBED HEREIN OR IN THE OTHER LOAN DOCUMENTS.

5.10	Jurisdiction.  Company, by its execution
hereof (i) hereby irrevocably submits to the exclusive jurisdiction of the State
of Ohio and to the exclusive jurisdiction of the United States District Court
for the Southern District of Ohio for the purpose of any suit, action or other
proceeding arising out of or based upon this Note, the Loan Agreement or any
Loan Document or the subject matter hereof or thereof brought by Holder or its
successors or assigns, and (ii) agrees not to assert, by way of motion, as a
defense or otherwise, in any such proceeding, any claim that Company is not
subject personally to the jurisdiction of the above-named courts, that Company's
property is exempt or immune from attachment or execution, that any such
proceeding brought in one of the above-named courts is brought in an
inconvenient forum, that the venue of any such proceeding brought in one of the
above-named courts in improper, or that this Note, the Loan Agreement or any
Loan Document, or the subject matter hereof or thereof, may not be enforced in
or by such court.

CONFESSION OF JUDGMENT.  UPON AN EVENT OF DEFAULT,
COMPANY HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY-AT-LAW TO APPEAR
IN ANY COURT OF RECORD AND TO CONFESS JUDGMENT AGAINST COMPANY FOR THE UNPAID
AMOUNT OF THIS NOTE, PLUS ATTORNEYS' FEES AS PROVIDED IN THIS NOTE, PLUS COSTS
OF SUIT, AND TO RELEASE ALL ERRORS, AND WAIVE ALL RIGHTS OF APPEAL.   IF A COPY
OF THE NOTE, VERIFIED BY AN AFFIDAVIT, SHALL HAVE BEEN FILED IN THE PROCEEDING,
IT WILL NOT BE NECESSARY TO FILE THE ORIGINAL AS A WARRANT OF ATTORNEY.  COMPANY
WAIVES THE RIGHT TO ANY STAY OF EXECUTION AND THE BENEFIT OF ALL EXEMPTION LAWS
NOW OR HEREAFTER IN EFFECT. NO SINGLE EXERCISE OF THE FOREGOING WARRANT AND
POWER TO CONFESS JUDGMENT WILL BE DEEMED TO EXHAUST THE POWER, WHETHER OR NOT
ANY SUCH EXERCISE SHALL BE HELD BY ANY COURT TO BE INVALID, VOIDABLE, OR VOID;
BUT THE POWER WILL CONTINUE UNDIMINISHED AND MAY BE EXERCISED FROM TIME TO TIME
AS HOLDER MAY ELECT UNTIL ALL AMOUNTS OWING ON THIS NOTE HAVE BEEN PAID IN
FULL.

WARNING - BY SIGNING THIS PAPER YOU GIVE UP YOUR
RIGHT TO NOTICE AND COURT TRIAL.  IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY
BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN
BE USED TO COLLECT FROM REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE
CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY
WITH THE AGREEMENT, OR ANY OTHER CAUSE.


IN WITNESS WHEREOF, the Company has executed and
delivered this Note as of the date first stated above.

POPMAIL.COM, INC.


By:______________________________
Title:   Chief Executive Officer  


Acknowledged and agreed to this 
____ day of February, 2001.

GSI Ventures, LLC

By:					

     Its:					


Execution Version
	EXHIBIT A



NOTICE OF CONVERSION
AT THE ELECTION OF THE HOLDER

(To Be Signed Only Upon Conversion of Note)


TO POPMAIL.COM, INC.

The undersigned, the holder of the foregoing Note, hereby
surrenders such Note for conversion into shares of Common Stock of POPMAIL.COM,
INC., to the extent of $_____ of the unpaid principal amount of such Note, and
requests that the certificates for such shares be issued  in  the  name  of,
and  delivered  to,  ______________  whose  address  is
________________________________.  


Dated: __________________________________



_________________________________














 (Signature must conform in all respects to 













name of holder as specified on the face of 
the Note)



_________________________________
(Address)



















EX-10.59
31
exh1059.htm
EXHIBIT











Exhibit 10.59


Schedule of Convertible Promissory Notes
Issued in Connection with Convertible Secured Debt
Financing



Date of	Name of				Date of
Note	Holder		Amount		Repayment


12/01/00	GSI Ventures, LLC	400,000		January 5, 2002

12/08/00	GSI Ventures, LLC	100,000		January 5, 2002

12/13/00	GSI Ventures, LLC	100,000		January 5, 2002

12/15/00	GSI Ventures, LLC	100,000		January 5, 2002

02/08/01	GSI Ventures, LLC	  70,000		January 5, 2002




















EX-10.60
32
exh1060.htm
EXHIBIT












Exhibit 10.60

LOAN AGREEMENT

	THIS LOAN AGREEMENT ("Agreement")
is made by and among THE SHAAR FUND LTD. ("Lender"),
POPMAIL.COM, INC., a Minnesota corporation (the
"Borrower"), SDK INVESTMENTS, INC., an Ohio corporation
("SDKI"), POPMAIL NETWORKS, INC., a Texas corporation
("PNI"), FAN ASYLUM, INC., a California corporation ("FAI")
and CAFÉ ODYSSEY, LLC, a Minnesota limited liability company
("COL") this 21st day of December, 2000.
RECITALS

	A.	Lender has agreed to loan Borrower up to the
principal amount of $200,000.

	B.	Borrower has agreed to borrow up to $200,000  from
Lender.  

	C.	SDKI has acted as a finder in connection with the
loan to be made by Lender to Borrower and, as a result, Borrower has agreed to
pay SDKI a finder's fee consisting of cash and a warrant to purchase Borrower's
common stock.  

	D.	PNI, FAI and COL are wholly owned subsidiaries of
Borrower and will materially benefit from the loan Borrower will receive from
Lender.

	E.	As a condition to Lender making a loan to Borrower,
Lender requires PNI, FAI and COL to execute this Agreement and be bound by
certain terms of this Agreement.

	IN CONSIDERATION of the premises, the mutual
covenants and agreements contained herein and other good and valuable
consideration, the receipt, sufficiency and adequacy of which are hereby
acknowledged, Lender, Borrower PNI, FAI, COL, and SDKI hereby covenant and agree
as follows:  
ARTICLE I
THE LOAN




Agreement to Borrow and Lend.  Subject
to all of the terms, provisions, conditions, covenants and agreements contained
in this Agreement, Lender agrees to make a loan to Borrower (the
"Loan") in the principal amount of Two Hundred Thousand Dollars
($200,000) (the "Loan Proceeds"), which shall be used in
accordance with the terms set forth herein.  

Closing.  The Loan Proceeds shall be distributed
at one closing which shall occur on December 21, 2000, or on such other date as
the parties shall agree (the "Closing").   

Convertible Promissory Note.  The Loan will be
evidenced by a convertible promissory note (the "Note") in the
form attached hereto as Exhibit A that will be executed by Borrower and
delivered to Lender.  

Interest.  The outstanding principal balance of
the Note shall bear interest at a rate of Twelve Percent (12%) per annum as set
forth in the Note. 

Payment Terms.  Accrued interest under the
Note shall be due and payable in quarterly installments on February 1, 2001, May
1, 2001, August 1, 2001 and November 1, 2001 and the entire outstanding
principal balance of the Loan, together with all accrued but unpaid interest
thereon, shall be due and payable in full on January 5, 2002 (the
"Maturity Date"). Notwithstanding anything to the contrary
contained herein, upon Lender's consent, which shall be made in its sole and
absolute discretion, Borrower may pay any portion of the quarterly installments
of accrued interest of the Loan with shares of Borrower's common stock, par
value $.01 per share (the "Common Stock").  The value of the
Common Stock used to pay any quarterly installments of accrued interest shall be
determined by the closing sale price of the Common Stock as reported by Nasdaq
on the preceding trading day before the quarterly installment is paid.

Conversion Right.  The Lender shall have the right
to convert all or any portion of the debt evidenced by the Note into Borrower's
Common Stock in accordance with the terms of the Note.


ARTICLE II

WARRANTS TO PURCHASE COMMON STOCK

	2.1.	Warrant to Purchase Common Stock to
Lender.  The Borrower hereby agrees to issue to Lender as a part of
the consideration for Lender making the Loan to Borrower, a warrant to purchase
the number of shares of Common Stock equal to fifty percent (50%) of the
aggregate face value of the Note and in the form attached hereto as Exhibit
B (the "Lender Warrant"). 




Warrant to Purchase Common Stock to SDKI.
As partial consideration for introducing the Borrower to the Lender, the
Borrower hereby agrees to issue to SDKI a warrant to purchase the number of
shares of Common Stock equal to ten percent (10%) of the aggregate face value of
each Note and in the form attached hereto as Exhibit C ("SDKI
Warrant" and together with the Lender Warrant, the
"Warrants").  

Share Calculation For Warrants; Strike Price;
Issuance.  For purposes only of determining the number of shares which shall
be granted upon exercise of the Warrants, the Common Stock shall be deemed to
have a value of $1.00 per share.  The strike price for each Lender Warrant shall
be 120% of the Market Price (as that term is defined in the Note), and the
strike price for each SDKI Warrant shall be the Market Price.  The Borrower
shall issue the Warrant at the Closing.  The Warrants shall be exercisable for a
period of at least five years.


ARTICLE III
BORROWER'S REPRESENTATIONS AND WARRANTIES

	The Borrower hereby represents and warrants to
Lender that the following are true and correct as of the date hereof and shall
be true and correct as of the date of the Closing and shall remain true and
correct during the term of all of the Loan Documents (as defined below):  

3.1	Borrower and each of its subsidiaries and affiliates
(a) is a duly organized and validly existing corporation in good standing under
the laws of the jurisdiction of its formation, (b) has the power and authority
and the legal right to own its property and assets and to transact the business
in which it is engaged and (c) is duly qualified as a foreign corporation  or
otherwise licensed and authorized to transact business and in good standing in
each jurisdiction where the ownership, leasing or operation of property or the
conduct of its business requires such qualification and where the failure to be
so qualified, licensed or authorized would have a material adverse effect on the
condition (financial or otherwise), prospects, assets or properties of Borrower,
any subsidiary or affiliate. All subsidiaries and affiliates of the Borrower are
listed on Item 3.1 of the Disclosure Schedule.  The term
"affiliate" shall have the meaning ascribed thereto under Rule 12b-2
promulgated under the Exchange Act of 1934, as amended.




3.2  The execution, delivery and performance of this Agreement, the Note and
the Warrants and any and all other security agreements, pledge agreements,
financing statements, certificates or instruments contemplated herein
(collectively "Loan Documents") executed and delivered by the
Borrower or its affiliates have been authorized by all necessary corporate
actions and do not and will not contravene any legal or contractual restriction
binding on the Borrower or any of its property or its assets.

3.3  The Borrower and each of its subsidiaries and affiliates has the power
to take all actions contemplated hereby (including but not limited to the
issuance of the Warrants and Note, the right of first refusal granted to Lender
to participate in any security issuances and the granting of the security
interests in the Collateral (as defined below)) to execute, deliver and carry
out the terms and provisions of each Loan Document to which it is a party and
has taken all necessary actions to authorize the execution, delivery and
performance by it of each Loan Document to which it is a party and all acts
contemplated hereby. The Loan Documents when executed and delivered by the
Borrower and its subsidiaries and affiliates will constitute the legal, valid
and binding obligation of the Borrower and its subsidiaries and affiliates (as
the case may be) and is, or will be upon execution, enforceable against the
Borrower and its subsidiaries and affiliates (as the case may be) in accordance
with their respective terms, except to the extent that enforcement may be
limited by applicable bankruptcy, insolvency, reorganization or other similar
laws affecting creditors' rights generally.  

3.4  The execution, delivery or performance by the Borrower and its
subsidiaries and affiliates of each Loan Document, and compliance by the
Borrower and its subsidiaries and affiliates with the terms and provisions
hereof and thereof, (a) do not contravene any provision of any law, statute,
rule or regulation or any order, writ, injunction or decree of any court or
governmental instrumentality applicable to the Borrower, any subsidiary or
affiliate, (b) do not conflict with or result in any breach of any of the terms,
covenants, conditions or provisions of, or constitute a default under, or result
in the creation or imposition of (or the obligation to create or impose) any
lien (other than as contemplated by the Loan Documents) upon any of the property
or assets of the Borrower, any subsidiary or affiliate pursuant to the terms of
any material indenture, mortgage, deed of trust, credit agreement, loan
agreement or other agreement, contract or instrument to which the Borrower, any
subsidiary or affiliate is a party or by which the Borrower, any subsidiary or
affiliate or any of their respective properties or assets is bound or to which
the Borrower, any subsidiary or affiliate may be subject and (c) do no violate
any provision of the Certificate of Incorporation, Articles of Organization,
operating agreement, bylaws or regulations of the Borrower, any subsidiary and
affiliate. 

3.5  The authorization, issuance, sale and delivery of the shares of Common
Stock issuable upon conversion of the Note and upon exercise of the Warrants has
been duly authorized by all requisite corporate action on the part of the
Borrower.  The shares of the Common Stock issuable upon conversion of the Note
and upon exercise of the Warrants upon their issuance in accordance with the
Note and the Warrants, respectively, will be validly issued, fully paid and
nonassessable.  Any shares of Common Stock issued in accordance with the terms
of the Note for payment of quarterly installments of acquired interest will be
validly issued, fully paid and nonassessable.

3.6  Except as disclosed in Schedule 3.6, there are no actions, suits or
proceedings pending or, to the  knowledge of the Borrower, threatened against
Borrower, any subsidiary  or affiliate  (a) with respect to the Loan Documents,
any of the Collateral (as defined below) or the transactions contemplated hereby
or (b) that are, either individually or in the aggregate, reasonably likely to
have a material adverse effect on the condition (financial or otherwise),
prospects, assets or properties of Borrower, any subsidiary or affiliate.

3.7  All balance sheets, income statements, financial statements, operating
statements and other financial data pertaining to Borrower or its subsidiaries
or affiliates (the "Financial Information") that have been
delivered (or will be delivered) to Lender by or on behalf of Borrower are or
will be accurate and complete in all material respects, are or will be in
accordance with the books and records of Borrower and its subsidiaries and
affiliates, and accurately present or will present the financial condition,
results of operations and changes in financial position of the person or entity
to which they pertain as of their respective dates and there has been no
material change with respect thereto.  All Financial Information delivered to
Lender is and shall be prepared in accordance with the generally accepted
accounting principles, consistently applied.

3.8  None of the Borrower's reports and documents heretofore filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended, and the Securities Exchange Act of 1934, as amended, contained at the
time they were filed  any untrue statement of a material fact or omitted to
state any material fact required to be stated therein or necessary to make the
statements made therein, in light of the circumstances under which they were
made, not misleading.



3.9  The Borrower and its subsidiaries and affiliates own and
possess adequate and enforceable rights to use all patents, patent applications,
trademarks, trademark applications, trade names, service marks, logos,
copyrights, copyright applications, licenses, inventions, software, programs,
know-how (including trade secrets and other unpatented and/or unpatentable
proprietary or confidential information, systems or procedures) and other
similar rights and proprietary knowledge (collectively,
"Intangibles") necessary for the conduct of their respective
businesses.  Borrower and its subsidiaries and affiliates have the unrestricted
right to use all of the Intangibles.  Borrower and its subsidiaries and
affiliates are not infringing upon or in conflict with any right of any other
person or entity with respect to any Intangibles and the Borrower and its
subsidiaries and affiliates are not subject to any outstanding order, decree,
judgment or stipulation with respect to the Intangibles.  No proceedings have
been instituted or are pending or, to Borrower's knowledge, threatened which
challenge the validity or rights of Borrower or its subsidiaries and affiliates
to any of the Intangibles, and Borrower has no knowledge of any infringement by
others of any of the Intangibles.  All of the Intangibles are valid, enforceable
and free and clear of any attachments or liens and all claims, restrictions and
demands of any other person, firm or corporation, including attorneys' fees for
past services, expenses and government fees.  None of the past or present
employees, officers, directors, or shareholders of Borrower, any subsidiary or
affiliate has any rights in any Intangibles.  Borrower and its subsidiaries and
affiliates have not granted any outstanding license or other rights to any of
the Intangibles, except those licenses granted in the ordinary course of
business, and are not liable, and have not made any contract or arrangement
whereby they may become liable, to any person for any royalty or other
compensation for the use of any Intangibles.  The trade secrets and processes
and procedures of Borrower and its subsidiaries and affiliates which are
necessary to the operation of Borrower and its subsidiaries and affiliates have
been reduced to writing, to the extent practical, and will remain available for
use by Borrower and its subsidiaries and affiliates after the date of the
Closing. 

3.10	All factual information heretofore or
contemporaneously furnished by the Borrower, any subsidiary or affiliate to
Lender (including, without limitation, all information contained in this
Agreement) for purposes of this Agreement or any transaction contemplated hereby
or thereby is, and all other such factual information hereafter furnished by the
Borrower, any subsidiary or affiliate to Lender for purposes of this Agreement
or any transaction contemplated herein will be, true and accurate in all
material respects on the date as of which such information is given and the
Borrower in good faith believes such information is not incomplete by omitting
to state any fact necessary to make such information not misleading at such time
in light of the circumstances under which such information was provided.



	3.11  The Borrower, each subsidiary and affiliate has filed all tax
returns required to be filed by it and has paid all income and franchise taxes
payable by it which have become due pursuant to such tax returns and all other
taxes and assessments payable by it which have become due, other than those not
yet delinquent and except for those contested in good faith and by appropriate
proceedings. The amounts shown on those tax returns fairly present the tax
position of the Borrower and such subsidiaries and the Borrower does not expect
any material adjustments or any amounts shown on such tax returns. Each of the
Borrower and each subsidiary or affiliate has paid, or has provided adequate
reserves (in the good faith judgment of the management of the Borrower) for the
payment of, all foreign, federal and state income and franchise taxes applicable
for all prior fiscal years of the Borrower and for the current fiscal year to
the date hereof. As of the date hereof, no tax lien has been filed, and, to the
knowledge of the Borrower, no claim is being asserted, with respect to any tax,
fee or other charge.

	3.12  All employee benefit plans, as defined in Section 3(3) of ERISA
(defined below) and which are maintained for employees by the Borrower, a
subsidiary or an ERISA Affiliate (defined below) ("Plan"), comply with
all relevant provisions of the Internal Revenue Code of 1986 (the
"Code") and ERISA; no Plan is insolvent or in reorganization; no Plan
has an accumulated or waived funding deficiency or has applied for an extension
of any amortization period within the meaning of Section 412 of the Code;
neither the Borrower nor any subsidiary nor any ERISA Affiliate has incurred any
liability to or on account of a Plan which is a single-employer plan as defined
in Section 4001 (a) (15) of ERISA pursuant to Section 4062, 4063, 4064 or a
multi employer plan pursuant to Sections 515, 4201 or 4204, of ERISA; no
proceedings have been instituted to terminate any plan; and no condition exists
which constitutes a prohibited transaction (as defined in Section 406 of ERISA
or Section 4975 of the Code) or a reportable event (as defined in Section 4043
of ERISA), or which is reasonably expected will result in the Borrower, any
subsidiary or an ERISA Affiliate of incurring a liability to or on account of a
Plan pursuant to any of the foregoing Sections of ERISA or the Code.  As of the
date of this Agreement, the aggregate present value of all accrued benefit
liabilities (as defined in Section 4001(a)(6) of ERISA) of all Plans which were
single-employer plans did not exceed the aggregate current value of all assets
of such Plans based upon estimated actuarial data that has been provided to the
Borrower by the consulting actuaries of the Plans, and as of the date of this
Agreement, there was no withdrawal liability (and would be no withdrawal
liability assuming a complete withdrawal from all such Plans) to any Plan which
is a multi employer plan.



	"ERISA" means the Employee Retirement Income
Security Act of 1974, as amended, and any successor statute of similar import,
together with regulations thereunder, in each case as in effect from time to
time. References to sections of ERISA also refer to any successor sections.

	"ERISA Affiliate" means any person (as defined
in Section 3 (9) of ERISA) (including each trade or business (whether or not
incorporated)) which together with the Company or any Subsidiary would be deemed
to be a "single employer" or a member of the same "controlled
group" of "contributing sponsors" within the meaning of Section
4001 of ERISA

	3.13  The Borrower and its subsidiaries and affiliates
are in compliance with all applicable statutes, regulations and orders of, and
all applicable restrictions imposed by, all governmental bodies, domestic or
foreign, in respect of the conduct of their businesses and the ownership of
their properties, except such noncompliance as would not, in the aggregate,
reasonably be expected to have a material adverse effect on the condition
(financial or otherwise), prospects,  assets or properties of Borrower or any
subsidiary or affiliate.

3.14  The Borrower and its subsidiaries and affiliates have
never conducted business under any names other than those set forth in Item
3.14 of the Disclosure Schedule. The addresses of all offices where any of
the Collateral is located is listed in Item 3.14 of the Disclosure
Schedule.  The chief executive office and the chief place of business for the
Borrower, each of its subsidiaries, and affiliates and the office where each
thereof keeps its books and records, is located at the address specified in
Item 3.14 of the Disclosure Schedule.

	3.15    As of the date the last Financial Information was
received by Lender from Borrower, except to the extent disclosed, reflected or
reserved against therein or in Item 3.15 of the Disclosure Schedule,
Borrower did not have any material liabilities or obligations, known or unknown,
secured or unsecured, whether accrued, absolute, contingent or otherwise. 

	3.16  Since the date the last Financial Information was
received by Lender from Borrower, there has been no material adverse change in
or to the business of Borrower or its subsidiaries or affiliates, or to the
operations, earnings, prospects, liabilities or relationships with suppliers,
distributors or customers of Borrower or its subsidiaries or affiliates.  There
is no presently existing condition with respect to Borrower or its subsidiaries
or affiliates which might be expected to have a material adverse effect on the
business or prospects of Borrower or its subsidiaries or affiliates or the
continued conduct of the business of Borrower or its subsidiaries or Affiliates
after the date of the Closing. 

	3.17  No order, consent, approval, license, authorization
or validation of, or filing, recording or registration with, or exemption by, or
other act by (except as have been obtained or made), any governmental or public
body or authority, or any subdivision thereof, is required to authorize, or is
required in connection with, (a) the execution, delivery and performance by the
Borrower or its subsidiaries or affiliates of any Loan Document or (b) the
legality, validity, binding effect or enforceability against the Borrower or its
subsidiaries or affiliates of any Loan Document.



3.18  Borrower shall use the Loan Proceeds exclusively for commercial reasons
that are expressly approved by Lender in accordance with Section 4.2 below.

3.19    Borrower or its subsidiaries and affiliates (as the case may be) are
the legal and beneficial owner of the Collateral, and the Collateral is free and
clear of all mortgages, security interests, liens, equities, encumbrances and
claims of every kind (collectively, the "Encumbrances") except
for the Encumbrances set forth on Item 4.7 of the Disclosure Schedule and
the liens of the Lender as set forth in this Agreement.  The Collateral is and
will remain free and clear of all Encumbrances of any nature whatsoever, except
for those set forth on Item 4.7 of the Disclosure Schedule and the liens
of the Lender as set forth in this Agreement.






All of the subsidiaries and affiliates of Borrower are wholly owned by
Borrower.





3.21  The security interest and leasehold mortgage in favor of the Borrower
on the real and personal property located at Kenwood Mall, Cincinnati, Ohio, is
a first and best lien on such personal property and leasehold and Borrower has
not and will not allow any Encumbrances on such property to be superior to
Borrower's mortgage and security interest.


		ARTICLE IV
		ADDITIONAL COVENANTS AND OTHER AGREEMENTS

	4.1.	Finder's Fee. Borrower shall pay to
SDKI a cash fee of ten percent (10%) of all the Loan Proceeds disbursed to
Borrower, which amount shall be paid from the proceeds disbursed to
Borrower.




Disbursement Approval.  All disbursements of Loan
Proceeds shall be approved in writing in advance by Lender, in its sole and
absolute discretion.  Prior to any use by the Borrower of the Loan Proceeds, or
any portion thereof, Borrower shall have received Lender's prior written
approval of such use, with such approval being determined by Lender in its sole
and absolute discretion.  Notwithstanding the foregoing provisions of this
Section 4.2, Borrower shall not need any approval from Lender with respect to
its use of the first $50,000 of Loan Proceeds received by Borrower.

Registration Rights.  Within 60 days of the date
hereof, Borrower shall have used its best efforts to cause a registration
statement covering the resale of the shares of Common Stock issuable upon
conversion of the Note, exercise of the purchase rights under the Note, used for
payment of the accrued interest on the Note and  exercise of the Warrants to
have been declared effective by the Securities and Exchange Commission.  All
expenses of such registration, except fees for underwriting discounts and
selling commissions applicable to the resale of such Common Stock by Lender or
the holder of the Warrants, shall be borne by Borrower.  Lender and SDKI (and
their respective assigns) each agree to cooperate with the Borrower in the
preparation and filing of any such registration statement and in the furnishing
of information for inclusion therein, or in any efforts by the Borrower to
establish that the proposed sale is exempt under the Securities Act of 1933, as
amended, as to any proposed distribution.



4.4	Right of First Refusal.  As long as their
exists any principal or interest outstanding under the Note, the Borrower grants
to the Lender a right of first refusal to participate as an investor in any
offering of Borrower's Common Stock, securities convertible into Common Stock or
any other equity securities of the Borrower (collectively, the
"Securities"). If the Borrower receives an executed letter of
intent or term sheet from any third party with respect to a sale or transfer of
Securities that the Borrower is willing to accept, the Borrower shall promptly
give written notice thereof to the Lender, including all essential terms and
conditions of such proposed offering.  The Lender shall then have ten (10) days
after receipt of such written notice to elect to enter into an agreement with
the Borrower to participate in the proposed offering on the same terms and
conditions as set forth in the Borrower's written notice.  If the Lender
declines to exercise its right of first refusal upon written notice from the
Borrower or fails to notify the Borrower within a 10-day period of an election
to invoke its right of first refusal, the Borrower shall have a period of 30
days to enter into an agreement with such third party from whom it has received
an executed letter of intent for the sale or transfer of the Securities on the
exact terms and conditions that were provided to Borrower in the notice.  In the
event that Borrower does not effect a transfer or sale of the Securities within
the specified thirty-day period, the Lender's right of first refusal shall
continue to be applicable to any subsequent sale or transfer of the Securities
by the Borrower. 

4.5.	Approval of Equity and Debt Issuances.
Borrower and its subsidiaries and affiliates shall not issue any securities,
including options to purchase  securities, or take on any debt (other than the
debt reflected by the Note and trade payables incurred in the ordinary course of
business), without Lender's prior written approval, which approval shall be
given in Lender's sole and absolute discretion. 

4.6 	[Intentionally Deleted]

4.7 	Security Agreements.  In connection with the
Loan made pursuant to this Agreement, the Note shall be secured by a first and
best lien in all of the assets of the Borrower and its subsidiaries and
affiliates, including the shares of capital stock and membership interest in
Popmail Network, Inc., Fan Asylum, Inc. and Café Odyssey, LLC
(collectively, the "Collateral"); except for the Collateral set forth
in Item 4.7 of the Disclosure Schedule, which Lender shall have a lien
and security interest in, which shall be subordinated only to those persons or
entities identified in Item 4.7 of the Disclosure Schedule.  Borrower and
its subsidiaries and affiliates shall execute and deliver security agreements,
financing statements, pledge agreements and all other instruments and agreements
required by Lender that provide for a grant by Borrower and its subsidiaries and
affiliates to Lender of a security interest in all of the Collateral.   Borrower
shall take all other steps  necessary to keep such security interest in Lender
perfected and shall take no action to subordinate Lender's security interest to
any other person or entity without Lender's prior written approval.

4.8 	Default Under Loan Document.  In the event
that a default shall exist under any of the Loan Documents, Lender shall be
authorized to proceed with any and all remedies available to Lender thereunder.
A default under any of the Loan Documents shall constitute a default under each
other Loan Document and shall entitle Lender to pursue any and all remedies
under each or any of the Loan Documents.




Reserving Common Stock For Issuance.  The Borrower
shall at all times while the Warrants or the Lender's conversion and purchase
rights as set forth in the Note are outstanding, reserve and keep available out
of its authorized but unissued stock, such number of duly authorized Common
Stock as shall be sufficient to effect the conversion rights and purchase rights
under the Note and Warrants in accordance with their respective
terms.	

Reclassification of Common Stock.  The Borrower
covenants and agrees that in the event its present Common Stock shall be
reclassified, split, combined or otherwise changed, or in case of any
consolidation or merger of the Borrower with or into another corporation as a
result of which holders of Common Stock become entitled to receive securities or
other assets (including cash) with respect to or in exchange for their Common
Stock (other than a merger with a subsidiary in which merger the Borrower is the
continuing corporation and which does not result in any reclassification,
capital reorganization or other change of outstanding shares of Common Stock) or
in case of any sale, lease or conveyance to another corporation of the property
of the Borrower as an entirety or substantially as an entirety, the Borrower
shall make proper provision as a part of the terms of such reclassification,
split, combination, change, consolidation, merger or sale, that the holder of
the Warrants and the Note will thereafter be entitled to convert it into the
same kind and amount of securities (including in that term, stock of any class
or classes) and other assets as may be issuable or distributable by the terms of
such reclassification, split, combination, change, consolidation, merger or
sale.



	4.11  	Financial Statements. The Borrower
shall: (i) Within 45 days of the end of each quarter, furnish Lender with any
and all filings with the Securities and Exchange Commission including but not
limited to Form 10Q, and  a No Default Certificate in the form which in a form
acceptable to Lender; (ii) within 90 days of its fiscal year end, furnish
audited copies of the Borrower's balance sheet, income statement, and statement
of cash flows as well as a copy of Borrower's Form 10K; and (iii) within 30 days
of filing, the Borrower's consolidated federal income tax return.

	4.12	Taxes, Assessments and Liabilities. The
Borrower shall pay all taxes, assessments, and other liabilities when due,
except for those which are contested in good faith. File all required federal,
state and local tax returns on a timely basis.

	4.13	Notice.  The Borrower shall give the
Lender prompt notice of any: (i) default of this or any other agreement or
contract under which the Borrower or any of its subsidiaries or affiliates are
liable; (ii) environmental penalty, claim or dispute involving more than
$25,000.00; (iii) litigation, government proceeding or investigation filed or
threatened against Borrower or any of its subsidiaries or affiliates, Lender its
directors and officers involving more than $25,000.00; (iv) reportable event
under ERISA; or (v) material change in the business prospects or financial
condition of the Borrower or any of its subsidiaries or affiliates.

	4.14	Corporate Existence and Status.  Borrower
shall maintain its and its subsidiaries' and affiliates' corporate existence and
remain in good standing under the laws of each jurisdiction where the Borrower
and its subsidiaries or affiliates are duly qualified to conduct its
business.

	4.15	Protection of Intellectual Property.
Borrower and its subsidiaries and affiliates shall take all measures necessary
to defend and protect the Intangibles, and not commit or permit any action that
may impair the value of the Intangibles.

	4.16	Liens.   Borrower and its subsidiaries and
affiliates shall not create or permit to exist any Encumbrance with respect to
the Collateral, except for liens created in favor of the Lender hereunder.

	4.17	Compliance with Laws.  Borrower and its
subsidiaries and affiliates shall keep, observe, satisfy and not suffer
violations of any and all  laws, statutes, ordinances and/or regulations.
	

	4.18	Operate in the Ordinary Course.  Borrower
and its subsidiaries and affiliates shall continue to operate their respective
businesses in the ordinary and customary course, and not take any actions which
materially alter the nature or scope of their respective businesses as conducted
on the date of the Closing.

	4.19	Further Assurances.  Borrower and its
subsidiaries and affiliates shall provide Lender with such additional
information or documentation as Lender may request from time to time.
	4.20	Lender's Attorney's Fees.  At the Closing,
Borrower shall pay Lender's attorney's fees it has incurred related to the Loan
up to a maximum of $10,000.
ARTICLE V
DEFAULT AND REMEDIES

	5.1.	Events of Default.  The occurrence
of any one or more of the following events or the existence of one or more of
the following conditions shall, upon 30 days written notice to Borrower,
constitute an "Event of Default" under this Agreement provided
that the events set forth in Sections 5.1(a), 5.1(c), 5.1(f), 5.1(e), 5.1(g),
5.1(h), 5.1(k), 5.1(l) 5.1(n) and 5.1(o) shall constitute an Event of Default
immediately upon their occurrence and Lender shall not be required to provide
the 30 days' written notice for any such events:  



		(a)	Borrower shall fail to pay when due any
installment of principal or interest due under the Note, whether due on the date
provided for therein or by acceleration or otherwise, or Borrower shall fail to
pay when due any other amounts due under any of the Loan Documents;

(b)	Any material breach of a representation or warranty made in writing to
Lender by Borrower or its subsidiaries or affiliates made herein, in any Loan
Documents or in connection with the making of the Loan; 

(c)	The breach, default or violation by Borrower or its subsidiaries or
affiliates of any obligation, agreement or covenant contained in Loan Documents
or any other agreements, certificates or writings executed in connection
herewith by Borrower or its subsidiaries or affiliates; unless the same is cued
within any applicable grace period; 

(d)	any material provision of any of the Loan Documents shall at any time
for any reason cease to be in full force and effect or shall be declared to be
null and void; 

(e)	any litigation or proceeding is pending which may materially adversely
affect the ability of Borrower, its subsidiaries or affiliates to perform its
obligations under the Loan Documents; 



(f)	 the failure of the Borrower or its subsidiaries or
affiliates to comply with 


any other covenants or agreements contained in any of the
Loan Documents and not herein specifically referenced, unless the same is cured
within any applicable grace period; 

(g)	a material part of the operations of the Borrower or any of its
subsidiaries or affiliates shall cease for a period of thirty days; 

(h)	the liquidation, termination or dissolution of Borrower or any of its
subsidiaries or affiliates;

(i)	the occurrence of an event of default (as defined therein) in any of
the Loan Documents other than this Agreement;

(j)	the occurrence of any of the following transactions concerning the
Borrower without the prior written consent of the Lender (which shall be given
in its sole and absolute discretion): (i) the acquisition of the Borrower by
another entity by means of any transaction or series of related transactions
(including, without limitation, the transfer of more than 50% of the voting
power of the Borrower, reorganization, merger, consolidation); or (ii) a sale of
all or substantially all of the assets of the Borrower; unless the Borrower's
shareholders of record as constituted immediately prior to such acquisition or
sale will, immediately after such acquisition or sale (by virtue of securities
issued as consideration for the Borrower's acquisition or otherwise) hold at
least 50% of the voting power of the surviving or acquiring entity;

(k)	the issuance of any securities by Borrower's subsidiaries and
affiliates without the prior written consent of the Lender; 

(l)	the occurrence of any of the following transactions concerning the
Borrower's subsidiaries or affiliates without the prior written consent of the
Lender: (i) the acquisition (in whole or in part) of any subsidiary or affiliate
of the Borrower by another entity or person by means of any transaction or
series of related transactions (including, without limitation, the stock
purchase, stock issuance, reorganization, merger, consolidation); or (ii) a sale
of all or substantially all of the assets of the Borrower; 

(m)	Borrower's Common Stock is de-listed from the Nasdaq National or
SmallCap Market Systems; or 

(n)	if Lender shall reasonably deem itself to be insecure; or

(o)	the occurrence of an event which, with notice, lapse of time or both,
would constitute a default or event of default under the Loan Agreement dated as
of December 1, 2000, as amended, among GSI Ventures, LLC, Borrower, SDKI, PNI,
FAI,  and COL or the other loan documents relating to such loan.  



	5.2.	Remedies.  Upon the
occurrence of any Event of Default hereunder as above provided, and at any time
thereafter, all principal, interest and other amounts payable under the Note
shall, at the option of Lender, become immediately due and payable without
presentment, demand, protest or other notice of any kind, all of which are
expressly waived by Borrower.  Lender may proceed with every remedy available at
law or in equity or provided for in the Loan Documents or in any other document
executed in connection with the Loan, in such order or sequence as Lender may
determine in its sole discretion, including concurrently, independently, or
successively, and all expenses incurred by Lender in connection with any remedy
shall be deemed indebtedness of Borrower to Lender including, but not limited
to, reasonable attorneys' fees incurred by Lender.  
ARTICLE VI
GENERAL PROVISIONS

	6.1.	Amendments.  No provision or term
of the Loan Documents may be amended, modified, revoked, supplemented, waived or
otherwise changed except by a written instrument duly executed by the party from
whom enforcement is sought.  

	6.2.	Borrower Not Released.  Without
affecting any obligation of Borrower under this Agreement, Lender without notice
or demand may renew, extend or otherwise change the terms and conditions of the
Loan.  

	6.3.	Severability.  Whenever possible,
each provision of the Loan Documents shall be interpreted so as to be effective
and valid under New York law.  Should any provision, covenant or agreement
contained in the Loan Documents be deemed invalid, illegal or unenforceable in
any jurisdiction, the validity, legality and enforceability of the remaining
provisions of the Loan Documents shall not be impaired thereby, nor shall the
validity, legality or enforceability of any such defective provision be in any
way affected or impaired in any other jurisdiction.  

	6.4.	Successors and Assigns Bound;
Assignment.  The covenants and agreements contained herein shall bind the
parties hereto and each of their respective successors and assigns.  Borrower
may not assign this Agreement without the prior written consent of Lender.
Subject to the foregoing restriction, this Agreement shall inure to the benefit
of Lender and SDKI, their successors and assigns.  

	6.5.	No Third Party Benefits.  This
Agreement is made for the sole benefit of Borrower, Lender, PNI, FAO, COL, SDKI
and their respective successors and assigns, and no other person or persons
shall have any rights or remedies under or by reason of this Agreement.  

	6.6.	Headings.  The captions and
headings of the paragraphs in the Agreement are for convenience only and are not
used to interpret or define the provisions of the Agreement.  

	6.7.	Governing Law.  This Agreement and
the Loan Documents or any other documents executed in connection with the loan
shall be governed by and interpreted in accordance with the laws of the State of
New York, without regard to New York's conflict of laws principles.  

	6.8.	Conflict.  Should any provision of
any other Loan Documents conflict with any provision of this Agreement, the
provision selected by Lender, in its sole discretion, shall govern and shall be
controlling.  

6.9 	Jurisdiction.  Borrower, by its execution
hereof (i) hereby irrevocably submits to the exclusive jurisdiction of the State
of New York and to the exclusive jurisdiction of the United States District
Court for the Southern District of New York for the purpose of any suit, action
or other proceeding arising out of or based upon this Agreement, the Collateral
or the Loan Documents or the subject matter hereof or thereof brought by Lender,
any holder of the obligations of Borrower under the Loan Documents or their
respective successors or assigns, and (ii) agrees not to assert, by way of
motion, as a defense or otherwise, in any such proceeding, any claim that
Borrower is not subject personally to the jurisdiction of the above-named
courts, that Borrower's property is exempt or immune from attachment or
execution, that any such proceeding brought in one of the above-named courts is
brought in an inconvenient forum, that the venue of any such proceeding brought
in one of the above-named courts in improper, or that this Agreement, the
Collateral or any of the Loan Documents, or the subject matter hereof or
thereof, may not be enforced in or by such court.

6.10	Waiver of Jury.  LENDER AND BORROWER HEREBY
VOLUNTARILY, KNOWINGLY AND INTENTIONALLY WAIVE ANY AND ALL RIGHTS TO TRIAL BY
JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING UNDER THIS AGREEMENT OR
CONCERNING THE LOAN DOCUMENTS AND/OR ANY COLLATERAL CONTEMPLATED THEREBY,
REGARDLESS OF WHETHER SUCH ACTION OR PROCEEDING CONCERNS ANY CONTRACTUAL OR
TORTIOUS OR OTHER CLAIM.  BORROWER ACKNOWLEDGES THAT THIS WAIVER OF JURY TRIAL
IS A MATERIAL INDUCEMENT TO LENDER IN EXTENDING CREDIT, THAT LENDER WOULD NOT
HAVE EXTENDED SUCH CREDIT WITHOUT THIS JURY TRIAL WAIVER, AND THAT BORROWER HAS
BEEN REPRESENTED BY AN ATTORNEY OR HAS HAD AN OPPORTUNITY TO CONSULT WITH AN
ATTORNEY IN CONNECTION WITH THIS JURY TRIAL WAIVER AND UNDERSTANDS THE LEGAL
EFFECT OF THIS WAIVER.

	6.11	Obligations of Subsidiaries of Borrower.
PNI, FAI and COL all acknowledge and agree that each of them shall be bound by
Section 4.8 and all obligations, covenants, representations and warranties that
reference any subsidiary or affiliate of Borrower as if such obligations,
covenants, representations and warranties were fully made by them.  PNI, FAI and
COL further acknowledge and agree that each of them shall receive a material
benefit from the Loan received by Borrower from Lender because without it, PNI,
FAI and COL would no longer be able to continue their business as currently
operated.  The obligations of PNI, FAI and COL hereunder were a material
inducement to Lender to enter into this Agreement.

	6.12	Counterparts.  This Agreement may be
executed in one or more counterparts, each of which shall de deemed to be an
original but all of which together will constitute one and the same instrument.
This Agreement may be executed by facsimile signatures which shall have the same
force and effect as original signatures.

	6.13	Entire Agreement.  This Agreement and all
documents and agreements referred to in this Agreement supersede all prior
understandings, agreements and discussions between the parties concerning this
subject matter, with such prior understandings, agreements and discussions
between the parties being merged into this Agreement, and constitutes the entire
agreement between the parties with regard to this subject matter.

	6.14	Survival.  All of the obligations,
covenants, representations and warranties of Borrower and its subsidiaries and
affiliates shall survive the Closing and any subsequent Closing.

ARTICLE VII

CONDITIONS TO THE CLOSING

7.1	The obligation of Lender to complete the Closing is
subject to the satisfaction of each of the following conditions:

		(i)	Receipt of certified resolutions of Borrower
and its subsidiaries and affiliates authorizing the Loan and the grant of the
security interest in the Collateral to Lender;

		(ii)	Execution of the Loan Documents by Borrower
and its subsidiaries and affiliates, including the Note representing the
proceeds being disbursed at the Closing; 

		(iii)	Receipt of  Borrower's certified resolutions
authorizing the issuance and reservation of shares of Common Stock upon the
exercise of the Warrants and the conversion rights set forth in the Note in a
form satisfactory to Lender.

[Signature Page to Follow]


IN WITNESS WHEREOF, the parties hereto executed this Loan
Agreement as of the date first written above.
BORROWER:
POPMAIL.COM, INC., 

By:						

Its:___________________________

PMI:
POPMAIL NETWORK, INC.

By:						

Its:___________________________

LENDER:
THE SHAAR FUND LTD.,




By:	Shaar Advisory Services, N.V. (the advisor to The
Shaar Fund Ltd.)


By:						

Name:	W.J.Langeveld

Title:		Managing Director

FAI:
FAN ASYLUM, INC.

By:						

Its:___________________________

SDKI:
SDK INVESTMENTS, INC., 

By:						

Stephen D. King
President

COL:
CAFE ODYSSEY, LLC

By:						

Its:___________________________
DISCLOSURE SCHEDULE

ITEM 3.1 	SUBSIDIARIES AND AFFILIATES

ITEM 3.6	LITIGATION





ITEM 3.14 	NAMES OF BUSINESSES; ADDRESSES WHERE COLLATERAL LOCATED;
PRINCIPAL OFFICE ADDRESS OF BORROWER, SUBSIDIARIES AND AFFILIATES

ITEM 3.15	CONTINGENT LIABILITIES





ITEM 4.7	ENCUMBRANCES ON COLLATERAL



113679.5

SCHEDULE 3.1
Subsidiaries and Affiliates




Fan Asylum, Inc.
Popmail Network, Inc.
Cafe Odyssey, LLC
Schedule 3.6
Litigation

The Company entered into a bridge loan transaction on or about October 6,
2000, in which it issued a promissory note in favor of Great Western Business
Services in the principal amount of $600,000.  The note was payable in 30 days
and was secured by certain computer equipment owned by the Company.
Additionally, the lender obtained a "contingent" security interest in
the Company's units of Cafe Odyssey, LLC, which vested upon an event of default
thereunder.  The Company has failed to repay the note and the lender has
recently given the Company notice of such default.  Additionally, the lender has
informed the Company that it intends to retrieve the collateral as soon as is
practicable.  The lender has not given any notice or otherwise communicated to
the Company its intentions with respect to its interest in the Cafe Odyssey
units.   Cafe Odyssey, LLC currently has no assets.

On September 13, 2000, the Company received a Nasdaq Staff Determination
which indicates that the Company fails to comply with its common stock
maintaining a minimum bid price of $1.00 over the previous 30 consecutive
trading days as required by Marketplace Rule 4310 (c)(4). Therefore, in
accordance with Marketplace Rule 4310 (c)(8)(B), PopMail.com was provided 90
calendar days, or until December 12, 2000 to regain compliance with the Rule
for continued listing. There can be no assurances the Panel will grant the
Company's request for continued listing.  The Company has requested a hearing
with Nasdaq to appeal its determination to delist the Company's common stock,
which is scheduled for January 11, 2001.

On August 9, 2000, a lawsuit was filed against Fan Asylum, Inc. and Tim
McQuaid relating to an automobile accident.  The plaintiff in the action seeks
damages in excess of $25,000.  The Company has no other information concerning
this matter at the present time.


Schedule 3.14
Names of Businesses and Addresses






Fan Asylum, Inc.
1250 Folsom Street
San Francisco, CA  94103

Popmail Network, Inc.
1333 Corporate Drive, Suite 350
Irving, TX  75038

Café Odyssey, LLC






500 16th St. Suite 350
Denver, CO  80202



4. 	Cafe Odyssey	
	320 South Avenue
	Mall of America
	Bloomington, MN  55425


Schedule 3.15
Contingent Liabilities

The Kenwood Restaurant opened in December 1996 under the name
Hotel Discovery and was closed by the Company in August 1999. In November 1999,
the Company assigned the related lease (described below) in connection with the
pending sale of restaurant assets to a third party, who subsequently reopened
the restaurant under another name and continues to operate the same. The
property is approximately 17,000 square feet in size on three levels and is
located at the northeast corner of Sycamore Plaza at Kenwood Shopping Center in
Cincinnati, Ohio. Although the third party has paid all payments due under the
lease since November 1999, the Company remains primarily obligated under the
lease. 

The initial term of the lease is 15 years with an option for
two additional five-year periods. The lease provides for the payment of both a
monthly fixed minimum rent and a percentage rent based on gross sales in excess
of an escalating base amount. The monthly fixed minimum rent is $12,833 for the
first five years of the initial lease term, $14,117 for the sixth through tenth
years of the initial lease term, $15,400 for the eleventh through fifteenth
years of the initial lease term.

In addition to the fixed minimum rent, the lease provides for
the payment of a percentage rent equal to 4% of the gross sales from the
restaurant in excess of the following annual gross sales amounts; $3,850,000 for
the first five years of the initial lease term, $4,235,000 for the sixth through
tenth years of the initial lease term, $4,620,000 for the eleventh through
fifteenth years of the initial lease term. No percentage rent was paid in 1998
or 1999. In addition to the fixed minimum rent and percentage rent, the Company
is required to pay its proportionate share of common area maintenance costs;
taxes, insurance, maintenance and operating costs. 
Schedule 4.7
Encumbrances

See Schedule 3.6.



















EX-10.61
33
exh1061.htm
EXHIBIT













Exhibit 10.61



NEITHER THIS NOTE NOR THE SHARES OF COMMON STOCK ISSUABLE
UPON CONVERSION HEREUNDER HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION (TOGETHER, THE
"SECURITIES LAWS") AND MAY NOT BE OFFERED FOR SALE, SOLD OR
OTHERWISE  TRANSFERRED  OR  ENCUMBERED  IN  THE  ABSENCE  OF COMPLIANCE WITH
SUCH SECURITIES LAWS AND UNTIL THE COMPANY (AS DEFINED HEREIN) THEREOF SHALL
HAVE RECEIVED AN OPINION FROM COUNSEL REASONABLY ACCEPTABLE TO IT THAT THE
PROPOSED DISPOSITION WILL NOT VIOLATE ANY APPLICABLE SECURITIES LAWS.  

POPMAIL.COM, INC.

CONVERTIBLE PROMISSORY NOTE
WITH COGNOVIT PROVISION

	Irving, Texas
$200,000.00	December 21, 2000

	THIS CONVERTIBLE PROMISSORY NOTE (the
"Note") is a duly authorized Convertible Promissory Note of
PopMail.com., inc., a corporation duly organized and existing under the laws of
the State of Minnesota (the "Company"), designated as its 12%
Convertible Promissory Note Due January 5, 2002, in an aggregate principal
amount not exceeding U.S. $200,000 (the "Note").

	FOR VALUE RECEIVED, the Company promises to pay to
The Shaar Fund Ltd. ("Holder"), in lawful money of the United
States of America, the principal sum of Two Hundred Thousand Dollars
($200,000.00), together with interest in arrears on the unpaid principal balance
at a rate equal to Twelve Percent (12%) per annum, in the manner provided below.
Interest shall be calculated on the basis of a 360-day year of twelve 30-day
months and accrued on a daily basis for the actual number of days elapsed from
the date hereof on the principal balance from time to time outstanding as
hereinafter provided.

1.	Payments.

 	1.1	Principal and Interest. Accrued interest
under this Note shall be due and payable in quarterly installments on February
1, 2001, May 1, 2001, August 1, 2001 and November 1, 2001 and the entire
outstanding principal balance of the Note, together with all accrued but unpaid
interest thereon, shall be due and payable in full on January 5, 2002 (the
"Maturity Date"). Notwithstanding anything to the contrary
contained herein, upon Holder's consent, which shall be made in its sole and
absolute discretion, Company may pay any portion of the quarterly installments
of accrued interest payable hereunder with shares of Company's common stock, par
value $.01 per share (the "Common Stock").  The value of the
Common Stock used to pay any such quarterly installments of accrued interest
shall be determined by the closing sale price of the Common Stock as reported by
Nasdaq on the preceding trading day before the quarterly installment is
paid.

1.2	Manner of Payment.  Except as otherwise
provided herein, all payments of principal and interest on this Note shall be
made in immediately available funds.  If any payment of principal or interest on
this Note is due on a day which is not a Business Day, such payment shall be due
on the next succeeding Business Day, and such extension of time shall not be
taken into account in calculating the amount of interest payable under this
Note.  "Business Day" means any day other than a Saturday,
Sunday or legal holiday in the State of New York.

1.3	Prepayment.  The Company may, without premium
or penalty, at any time and from time to time, prepay all or any portion of the
outstanding principal balance due under this Note, provided that each such
prepayment is accompanied by the accrued interest on the amount of principal
prepaid calculated to the date of such prepayment.  The Company shall provide
Holder with not less than fifteen (15) days written notice prior to such
prepayment.  In the event a transaction described in Section 4.3 hereof is
contemplated prior to or contemporaneous with prepayment, said written notice
shall include the information specified in the notice made pursuant to Section
4.3 hereof.  
1.4	Default Interest.  Upon the occurrence of an
Event of Default (as defined below), this Note shall accrue interest at a
default rate of interest equal to the lesser of 18% per annum or the maximum
rate permitted under New York Law.

2.	Default.

	2.1	Event of Default.  The occurrence of any
one or more of the following events with respect to Company shall, upon 30 days'
written notice to the Company, constitute an event of default hereunder
("Event of Default") provided that, the events set forth in
Sections 2.1(a), 2.1(b), 2.1(c) and 2.1(d) shall constitute an Event of Default
immediately upon their occurrence and Lender shall not be required to provide
the 30 days written notice for any such event:

(a)	If Company shall fail to pay when due any payment of
principal or interest or other amount due on this Note.

(b)	If, pursuant to or within the meaning of the United
States Bankruptcy Code or any other federal or state law relating to insolvency
or relief of debtors (a "Bankruptcy Law"), the Company shall
(i) commence a voluntary case or proceeding; (ii) consent to the entry of an
order for relief against it in an involuntary case; (iii) consent to the
appointment of a trustee, receiver, assignee, liquidator or similar official;
(iv) make an assignment for the benefit of its creditors; or (v) admit in
writing its inability to pay its debts as they become due.







If a court of competent jurisdiction enters an order or
decree under any Bankruptcy Law that (i) is for relief against the Company in an
involuntary case, (ii) appoints a trustee, receiver, assignee, liquidator or
similar official for the Company or substantially all of the Company=s
properties, or (iii) orders the liquidation of the Company, and in each case the
order or decree is not dismissed within  30 days.





	(d)  	If an event of default occurs as defined in that
certain Loan Agreement executed on or about December 21, 2000 by and between the
Company, Holder, the Company's subsidiaries and SDK Investments, Inc. (the
"Loan Agreement") or an event of default occurs as defined in
any of the Loan Documents, regardless of whether or not such event of default is
caused by Company or any of its subsidiaries or affiliates who are a party to
the Loan Agreement or the Loan Documents.

	(e) 	A breach of any obligation or covenant of Company
set forth in this Note.







Any representation or warranty made in writing to
Holder by Company made in this Note or in connection with the making of the Loan
shall prove at any time to have been incorrect or materially misleading when
made.








Notice by the Company. The Company shall notify
Holder in writing within five days after the occurrence of any Event of Default
of which the Company acquires knowledge.

Remedies.  Upon the occurrence of any Event
of Default hereunder as above provided, and at any time thereafter, all
principal, interest and other amounts payable under this Note shall, at the
option of Holder, become immediately due and payable without presentment,
demand, protest or other notice of any kind, all of which are expressly waived
by Company.  Holder may proceed with every remedy available at law or in equity
or provided for in the Loan Documents or in any other document executed in
connection with the Loan, in such order or sequence as Holder may determine in
its sole discretion, including concurrently, independently, or successively, and
all expenses incurred by Holder in connection with any remedy shall be deemed
indebtedness of Company to Holder including, but not limited to, reasonable
attorneys' fees incurred by Holder.



3.	Conversion.




Holder Conversion.  









The Holder shall have the right, at the Holder's option,
at any time prior to payment in full of the principal balance of this Note, to
convert this Note, in accordance with the provisions of Section 3.2 hereof, in
whole or in part, into fully paid and nonassessable shares of Common Stock (the
"Common Stock") of the Company.  The number of shares of Common
Stock into which this Note may be converted ("Conversion
Shares") shall be determined by dividing: [A] the sum of (i) the
outstanding principal amount of the Note to be converted, (ii) all accrued
interest thereon to the date of conversion, and (iii) all other indebtedness
Company owes Holder under this Note, by [B] the amount equal to 140% of the
"Market Price" of the Common Stock (the "Conversion
Price"). 





 		(b) 	Notwithstanding Section 3.1(a), in the event
that Company has paid any amount it owes to Holder pursuant to this Note
("Partial Payment"), then from the date of the Partial Payment
for a period of 90 days, Holder shall have the right to purchase at a strike
price equal to the Conversion Price (the "Purchase Price") a
certain number of shares of the Common Stock (the "Purchase
Right").  The number of shares of Common Stock that Holder may purchase
shall be determined by dividing the Partial Payment by the Conversion Price.
For purposes of this Note, any shares of Common Stock that Holder purchases
pursuant to its Purchase Right shall be considered Conversion Shares.  The
Purchase Right may be exercised by Holder, in whole or in part, by written
notice to the Company, together with payment by Holder to the Company of the
Purchase Price in immediately available funds.

3.2	Conversion Procedure.

(a)	Notice of Conversion and Purchase Right
Pursuant to Section 3.1.  Before the Holder shall be entitled to convert
this Note into shares of Common Stock, it shall surrender this Note at the
office of the Company and shall give written notice  in the form attached hereto
as Exhibit A (the "Holder Conversion Notice") to the
Company at its principal corporate office, of the election to convert all or a
portion of this Note pursuant to Section 3.1(a).  If this Note is converted in
part only, the Company shall execute and deliver a new note to the Holder
thereof in the principal amount equal to the portion of this Note not so
converted.  Before the Holder may exercise its Purchase Right, it shall give
written notice to the Company at its principal corporate office, of its exercise
of its Purchase Right pursuant to Section 3.1(b) prior to the expiration of the
90-day period the Purchase Right is available.







Mechanics and Effect of Conversion.  No
fractional shares of Common Stock shall be issued upon conversion of this Note
or exercise of the Purchase Right.  Upon the conversion of this Note pursuant to
Section 3.1(a) above, the Holder shall surrender this Note, duly endorsed, at
the principal office of the Company.  At its expense, the Company shall, as soon
as practicable after receiving the Holder Conversion Notice or notice of
Holder's exercise of its Purchase Right, issue and deliver to such Holder at
such principal office a certificate or certificates for the number of shares of
Common Stock to which the Holder shall be entitled upon such conversion or
purchase (bearing such legends as are required by the Loan Agreement or
applicable state and federal securities laws in the opinion of counsel to the
Company), together with a new note for the principal amount of the Note that was
not converted, if any.  Upon conversion of all or a portion of this Note, the
Company shall be forever released from all its obligations and liabilities under
this Note, to the extent of the principal amount so converted.

Market Price.  The term "Market
Price" shall mean the lower of (i) the lowest trade of the Company's
Common Stock as reported by Nasdaq or (ii) the lowest price for which the
Company sells a share of Common Stock, each determined during the period
commencing thirty (30) days prior to the date of the Closing and ending thirty
(30) days after the date of the Closing.  





3.3	Limitations on Conversion.  Unless the Company
shall have obtained the approval of its voting shareholders to such issuance in
accordance with the rules of Nasdaq or any other stock market rules with which
the Company shall be required to comply, but only to the extent required
thereby, the Company shall not issue shares of its Common Stock (i) upon
conversion of any of the principal sum outstanding hereunder, or (ii) as
interest on the principal sum due hereunder, if such issuance of Common Stock,
when added to the number of shares of Common Stock previously issued by the
Company (x) upon conversion of the principal sum due under the Note and (y) in
payment of interest due under the Note, would equal or exceed 20 percent of the
number of shares of the Company's Common Stock that were issued and outstanding
on the date hereof (the "Maximum Issuance Amount").  In the
event that a properly executed Holder Conversion Notice is received by the
Company which would require the Company to issue shares of Common Stock equal to
or in excess of the Maximum Issuance Amount, the Company shall honor such
conversion request by (a) converting the amount of the principal and interest
stated in such conversion notice that is not in excess of the Maximum Issuance
Amount and (b) paying the remaining principal and interest due requested by
Holder to be converted; provided that, Company shall first use its best efforts
to obtain as soon as practicable after obtaining a Holder Conversion Notice the
approval of its voting shareholders to issue Conversion Shares in excess of the
Maximum Issuance Amount.

4.	Anti-Dilution Adjustments.

4.1	Adjustments for Stock Splits and Subdivisions.
In the event the Company should at any time or from time to time after the date
of issuance hereof fix a record date for the effectuation of a split or
subdivision of the outstanding shares of Common Stock or the determination of
holders of Common Stock entitled to receive a dividend or other distribution
payable in additional shares of Common Stock or other securities or rights
convertible into, or entitling the holder thereof to receive directly or
indirectly, additional shares of Common Stock (hereinafter referred to as
"Common Stock Equivalents") without payment of any consideration by
such holder for the additional shares of Common Stock or the Common Stock
Equivalents (including the additional shares of Common Stock issuable upon
conversion or exercise thereof), then, as of such record date (or the date of
such dividend distribution, split or subdivision if no record date is fixed),
the Conversion Price of this Note shall be appropriately decreased so that the
number of shares of Common Stock issuable upon conversion of this Note shall be
increased in proportion to such increase of outstanding shares.

4.2	Adjustments for Reverse Stock Splits. 
If the number of shares of Common Stock outstanding at any time after the date
hereof is decreased by a combination of the outstanding shares of Common Stock
through a reverse stock split, then, following the record date of such
combination, the Conversion Price for this Note shall be appropriately increased
so that the number of shares of Common Stock issuable on conversion of this Note
shall be decreased in proportion to such decrease in outstanding shares.

4.3	Adjust for Reorganization, Reclassification, Merger
and Sale.  If any capital reorganization or reclassification of the capital
stock of the Company, or consolidation or merger of the Company with another
corporation, or the sale of all or substantially all of its assets to another
corporation shall be effected in such a way that holders of the Company's Common
Stock shall be entitled to receive stock, securities or assets with respect to
or in exchange for such common shares, then, as a condition of such
reorganization, reclassification, consolidation, merger or sale, the Holder
shall have the right to convert and receive upon the basis and upon the terms
and conditions specified in this Note and in lieu of the shares of the Common
Stock of the Company immediately theretofore convertible and receivable upon the
exercise of the rights represented hereby, such shares of stock, other
securities or assets as would have been issued or delivered to the Holder as if
it had exercised this Note and had received such shares of common stock prior to
such reorganization, reclassification, consolidation, merger or sale.  The
Company shall not effect any such consolidation, merger or sale, unless prior to
the consummation thereof the successor corporation (if other than the Company)
resulting from such consolidation or merger or the corporation purchasing such
assets shall assume by written instrument executed and mailed to the registered
Holder of this Note at the last address of such Holder appearing on the books of
the Company, the obligation to deliver to such Holder such shares of stock,
securities or assets as, in accordance with the foregoing provisions, such
Holder may be entitled to convert.

4.4	Other Adjustment.  If the Company takes
any other action, or if any other event occurs which does not come within the
scope of the provisions of Sections 4.1 through 4.3, but which should result in
an adjustment in the Conversion Price and/or the number of shares subject to
this Note in order to fairly protect the purchase rights of the Holder, an
appropriate adjustment in such purchase rights shall be made by the Company.

4.5	Reservation of Stock Issuable Upon Conversion.
The Company shall at all times reserve and keep available out of its authorized
but unissued shares of Common Stock solely for the purpose of effecting the
issuance of the Conversion Shares such number of its shares of Common Stock as
shall from time to time be sufficient to issue the Conversion Shares; and if at
any time the number of authorized but unissued shares of Common Stock shall not
be sufficient to effect the issuance of the Conversion Shares,  in addition to
such other remedies as shall be available to the holder of this Note, the
Company will use its best efforts to take such corporate action as may, in the
opinion of Holder's counsel, be necessary to increase its authorized but
unissued shares to such number of shares as shall be sufficient for such
purposes.

5.	Miscellaneous.

5.1	Waiver.  The rights and remedies of Holder
under this Note shall be cumulative and not alternative.  No waiver by Holder of
any right or remedy under this Note shall be effective unless in a writing
signed by Holder.  Neither the failure nor any delay in exercising any right,
power or privilege under this Note will operate as a waiver of such right, power
or privilege and no single or partial exercise of any such right, power or
privilege by Holder will preclude any other or further exercise of such right,
power or privilege or the exercise of any other right, power or privilege.  To
the maximum extent permitted by nonwaivable applicable law, (a) no claim or
right of Holder arising out of this Note can be discharged by Holder, in whole
or in part by a waiver or renunciation of the claim or right unless in a
writing, signed by Holder; (b) no waiver that may be given by Holder will be
applicable except in the specific instance for which it is given; and (c) no
notice to or demand on the Company will be deemed to be a waiver of any
obligation of the Company or of the right of Holder to take further action
without notice or demand as provided in this Note.  The Company hereby waives
presentment, demand, protest and notice of dishonor and protest.

5.2	Notices.  The Company shall give any notice
required or permitted to be given hereunder to the Holder or the Holder to the
Company in accordance with the Loan Agreement. 

5.3	Severability.  If any court of competent
jurisdiction holds any provision in this Note invalid or unenforceable, the
other provisions of this Note will remain in full force and effect. Any
provision of this Note held invalid or unenforceable only in part or degree will
remain in full force and effect to the extent not held invalid or
unenforceable.

5.4	Governing Law.  This Note will be governed by
the laws of the State of New York without regard to conflicts of laws
principles.

5.5	Parties in Interest; Assignment.  This Note
shall bind the Company and its successors and assigns.  Subject to the
provisions of the legend on this Note, the Holder may assign this Note upon
providing Company notice of such assignment.




Section Headings, Construction.  The headings of
Sections in this Note are provided for convenience only and will not affect its
construction or interpretation.  All references to "Section" or
"Sections" refer to the corresponding Section or Sections of this Note
unless otherwise specified.



5.7  	Capitalized Terms.  All capitalized terms
used in this Note and not defined herein shall have the same meaning as in the
Loan Agreement.  
	5.8	Gender.  All words used in this Note will
be construed to be of such gender or number, as the circumstances require.
Unless otherwise expressly provided, the words "hereof" and
"hereunder" and similar references refer to this Note in its entirety
and not to any specific section or subsection hereof.

	5.9 	 JURY WAIVER.  THE UNDERSIGNED AND HOLDER
(BY ITS ACCEPTANCE HEREOF) HEREBY VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND
UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY
DISPUTE (WHETHER BASED UPON CONTRACT TORT OR OTHERWISE) BETWEEN OR AMONG THE
UNDERSIGNED AND HOLDER ARISING OUT OF OR IN ANY WAY RELATED TO THIS DOCUMENT,
ANY OTHER RELATED DOCUMENT, OR ANY RELATIONSHIP BETWEEN HOLDER AND THE
UNDERSIGNED.  THIS PROVISION IS A MATERIAL INDUCEMENT TO HOLDER TO PROVIDE THE
FINANCING DESCRIBED HEREIN OR IN THE OTHER LOAN DOCUMENTS.

5.10	Jurisdiction.  Company, by its execution
hereof (i) hereby irrevocably submits to the exclusive jurisdiction of the State
of New York and to the exclusive jurisdiction of the United States District
Court for the Southern District of New York for the purpose of any suit, action
or other proceeding arising out of or based upon this Note, the Loan Agreement
or any Loan Document or the subject matter hereof or thereof brought by Holder
or its successors or assigns, and (ii) agrees not to assert, by way of motion,
as a defense or otherwise, in any such proceeding, any claim that Company is not
subject personally to the jurisdiction of the above-named courts, that Company's
property is exempt or immune from attachment or execution, that any such
proceeding brought in one of the above-named courts is brought in an
inconvenient forum, that the venue of any such proceeding brought in one of the
above-named courts in improper, or that this Note, the Loan Agreement or any
Loan Document, or the subject matter hereof or thereof, may not be enforced in
or by such court.

CONFESSION OF JUDGMENT.  UPON AN EVENT OF DEFAULT,
COMPANY HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY-AT-LAW TO APPEAR
IN ANY COURT OF RECORD AND TO CONFESS JUDGMENT AGAINST COMPANY FOR THE UNPAID
AMOUNT OF THIS NOTE, PLUS ATTORNEYS' FEES AS PROVIDED IN THIS NOTE, PLUS COSTS
OF SUIT, AND TO RELEASE ALL ERRORS, AND WAIVE ALL RIGHTS OF APPEAL.   IF A COPY
OF THE NOTE, VERIFIED BY AN AFFIDAVIT, SHALL HAVE BEEN FILED IN THE PROCEEDING,
IT WILL NOT BE NECESSARY TO FILE THE ORIGINAL AS A WARRANT OF ATTORNEY.  COMPANY
WAIVES THE RIGHT TO ANY STAY OF EXECUTION AND THE BENEFIT OF ALL EXEMPTION LAWS
NOW OR HEREAFTER IN EFFECT. NO SINGLE EXERCISE OF THE FOREGOING WARRANT AND
POWER TO CONFESS JUDGMENT WILL BE DEEMED TO EXHAUST THE POWER, WHETHER OR NOT
ANY SUCH EXERCISE SHALL BE HELD BY ANY COURT TO BE INVALID, VOIDABLE, OR VOID;
BUT THE POWER WILL CONTINUE UNDIMINISHED AND MAY BE EXERCISED FROM TIME TO TIME
AS HOLDER MAY ELECT UNTIL ALL AMOUNTS OWING ON THIS NOTE HAVE BEEN PAID IN
FULL.

WARNING - BY SIGNING THIS PAPER YOU GIVE UP YOUR
RIGHT TO NOTICE AND COURT TRIAL.  IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY
BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN
BE USED TO COLLECT FROM REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE
CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY
WITH THE AGREEMENT, OR ANY OTHER CAUSE.


IN WITNESS WHEREOF, the Company has executed and
delivered this Note as of the date first stated above.

POPMAIL.COM, INC.


By:______________________________
Title:____________________________



Acknowledged and agreed to this 
21st day of December, 2000.


THE SHAAR FUND LTD.,



By:	Shaar Advisory Services, N.V.

 (the advisor to The Shaar Fund Ltd.)


By:  						


Name:   W. J. Langeveld

Title:      Managing Director





	EXHIBIT A



NOTICE OF CONVERSION
AT THE ELECTION OF THE HOLDER

(To Be Signed Only Upon Conversion of Note)


TO POPMAIL.COM, INC.

The undersigned, the holder of the foregoing Note, hereby
surrenders such Note for conversion into shares of Common Stock of POPMAIL.COM,
INC., to the extent of $_____ of the unpaid principal amount of such Note, and
requests that the certificates for such shares be issued  in  the  name  of,
and  delivered  to,  ______________  whose  address  is
________________________________.  


Dated: __________________________________



_________________________________














 (Signature must conform in all respects to 













name of holder as specified on the face of 
the Note)



_________________________________
(Address)


EX-10.62
34
exh1062.htm
EXHIBIT











Exhibit 10.62


AMENDMENT NO. 2 TO THE LOAN AGREEMENT AND NOTES


	This Amendment No. 2 to the Loan Agreement and Notes is entered into
on February 8, 2001 by and among GSI Ventures, LLC, an Ohio limited liability
company ("Lender") PopMail.com, inc., a Minnesota corporation (the
"Borrower"), SDK Investments, Inc., an Ohio corporation ("SDKI"),
PopMail Network, Inc., a Texas corporation ("PNI"), Fan Asylum, Inc., a
California corporation ("FAI"), Café Odyssey, LLC, a Minnesota
limited liability company ("COL") to amend (i) that certain Loan
Agreement dated December 1, 2000, as amended on December 8, 2000, by and between
the parties hereto, and (ii) the Notes (as defined below). 

	In consideration of the mutual covenants and agreements contained herein
and other good and valuable consideration, the receipt, sufficiency and adequacy
of which are hereby acknowledged, the parties hereby covenant and agree as
follows:



Amendment to Agreement. The parties do hereby agree to amend the
Agreement as follows:



New Section 2.4.  A new Section 2.4 is hereby added to the Agreement
immediately following Section 2.3 and reads as follows:








Particular Provisions in the Warrants.  The Lender Warrant issued
pursuant to this Agreement shall include a provision that, at the sole
discretion of the Lender, allows for the issuance of shares of Common Stock to
the members of the Lender upon exercise of the Lender Warrant. All Warrants
issued pursuant to this Agreement shall have a provision substantially similar
to the following:





Notwithstanding anything herein to the contrary, in no event shall the
holder be permitted to exercise this Warrant for shares of Common Stock to the
extent that (x) the number of shares of Common Stock beneficially owned by such
Holder (other than shares of Common Stock issuable upon exercise of this
Warrant) plus (y) the number of shares of Common Stock issuable upon exercise of
this Warrant, would be equal to or exceed 4.9% of the number of shares of Common
Stock then issued and outstanding, including shares issuable upon exercise of
this Warrant held by such holder after application of this Section ___.  As used
herein, beneficial ownership shall be determined in accordance with Section
13(d) of the Exchange Act.  To the extent that the limitation contained in this
Section ___ applies, the determination of whether this Warrant is exercisable
(in relation to other securities owned by the holder) and of which a portion of
this Warrant is exercisable shall be in the sole discretion of such holder, and
the submission of a Notice of Exercise shall be deemed to be such holder's
determination of whether this Warrant is exercisable (in relation to other
securities owned by such holder) and of which portion of this Warrant is
exercisable, in each case subject to such aggregate percentage limitation, and
the Company shall have no obligation to verify or confirm the accuracy of such
determination.  Nothing contained herein shall be deemed to restrict the right
of a holder to exercise this Warrant into shares of Common Stock at such time as
such exercise will not violate the provisions of this Section ___.  The
provisions of this Section ___ may be waived by the Holder of this Warrant upon,
at the election of the Holder, with 61 days' prior notice to the Company, and
the provisions of this Section ___ shall continue to apply until such
61st day (or such later date as may be specified in such notice of
waiver).  No exercise of this Warrant in violation of this Section ___ but
otherwise in accordance with this Warrant shall affect the status of the Common
Stock issued upon such exercise as validly issued, fully-paid and
nonassessable.






New Section 1.7.  A new Section 1.7 is added to the Agreement
immediately following Section 1.6,  and  reads as follows:





Limitations on Issuance of Common Stock.  The Notes issued pursuant to
this Agreement shall include a provision substantially similar to the
following:


Notwithstanding anything herein to the contrary, in no event shall the
Holder be permitted to receive Conversion Shares upon exercising its conversion
rights or Common Stock as payment for accrued interest on this Note
(collectively referred to as "Conversion Rights") to the extent that
(x) the number of shares of Common Stock beneficially owned by the Holder (other
than shares of Common Stock issuable upon exercise of Holder's Conversion
Rights) plus (y) the number of shares of Common Stock issuable upon exercise of
the Holder's Conversion Rights, would be equal to or exceed 4.9% of the number
of shares of Common Stock then issued and outstanding, including shares issuable
upon exercise of the Holder's Conversion Rights after application of this
Section ___.  As used herein, beneficial ownership shall be determined in
accordance with Section 13(d) of the Securities Exchange Act of 1934 (the
"Exchange Act").  To the extent that the limitation contained in this
Section ___ applies, the determination of whether Holder may exercise its
Conversion Rights (in relation to other securities owned by the Holder) and of
which a portion of the Conversion Rights are exercisable shall be in the sole
discretion of the Holder, and the submission of a Holder Conversion Notice (or
written notice in the case of payment of accrued interest in shares of Common
Stock) shall be deemed to be the Holder's determination of whether the
Conversion Rights are exercisable (in relation to other securities owned by the
Holder) and of which portion of the Conversion Rights are exercisable, in each
case subject to such aggregate percentage limitation, and the Company shall have
no obligation to verify or confirm the accuracy of such determination.  Nothing
contained herein shall be deemed to restrict the right of the Holder to exercise
its Conversion Rights at such time as such exercise will not violate the
provisions of this Section ___.  The provisions of this Section ___ may be
waived by the Holder upon, at the election of the Holder, 61 days' prior notice
to the Company, and the provisions of this Section ___ shall continue to apply
until such 61st day (or such later date as may be specified in such
notice of waiver).  No exercise of the Conversion Rights in violation of this
Section ___ but otherwise in accordance with this Note shall affect the status
of the Common Stock issued upon such exercise as validly issued, fully-paid and
nonassessable.


Amendment To Notes.  Those certain series of Convertible Promissory
Notes With Cognovit Provision issued by the Company pursuant to the Agreement
and dated December 1, 2000 in the amount of $400,000, December 8, 2000 in the
amount of $100,000, December 13, 2000 in the amount of $100,000 and December 15,
2000 in the amount of $100,000 (collectively the "Notes" or
individually as a "Note") are hereby amended as follows:





New Section 3.4.  A new Section 3.4 is added to the Notes immediately
following Section 3.3, which shall read as follows:

Limitations on Issuance of Common Stock.  Notwithstanding anything
herein to the contrary, in no event shall the Holder be permitted to receive
Conversion Shares upon exercising its conversion rights or Common Stock as
payment for accrued interest on this Note (collectively referred to as
"Conversion Rights") to the extent that (x) the number of shares of
Common Stock beneficially owned by the Holder (other than shares of Common Stock
issuable upon exercise of Holder's Conversion Rights) plus (y) the number of
shares of Common Stock issuable upon exercise of the Holder's Conversion Rights,
would be equal to or exceed 4.9% of the number of shares of Common Stock then
issued and outstanding, including shares issuable upon exercise of the Holder's
Conversion Rights after application of this Section 3.4.  As used herein,
beneficial ownership shall be determined in accordance with Section 13(d) of the
Securities Exchange Act of 1934 (the "Exchange Act").  To the extent
that the limitation contained in this Section 3.4 applies, the determination of
whether Holder may exercise its Conversion Rights (in relation to other
securities owned by the Holder) and of which a portion of the Conversion Rights
are exercisable shall be in the sole discretion of the Holder, and the
submission of a Holder Conversion Notice (or written notice in the case of
payment of accrued interest in shares of Common Stock) shall be deemed to be the
Holder's determination of whether the Conversion Rights are exercisable (in
relation to other securities owned by the Holder) and of which portion of the
Conversion Rights are exercisable, in each case subject to such aggregate
percentage limitation, and the Company shall have no obligation to verify or
confirm the accuracy of such determination.  Nothing contained herein shall be
deemed to restrict the right of the Holder to exercise its Conversion Rights at
such time as such exercise will not violate the provisions of this Section 3.4.
The provisions of this Section 3.4 may be waived by the Holder upon, at the
election of the Holder, 61 days' prior notice to the Company, and the provisions
of this Section 3.4 shall continue to apply until such 61st day (or
such later date as may be specified in such notice of waiver).  No exercise of
the Conversion Rights in violation of this Section 3.4 but otherwise in
accordance with this Note shall affect the status of the Common Stock issued
upon such exercise as validly issued, fully-paid and nonassessable.

Section 3.2(c).  Section 3.2(c) is hereby amended and superceded in
its entirety with the following:



(c)	Market Price.  The term "Market Price" shall mean
$.125.


Capitalized Terms.  All capitalized terms not otherwise defined
herein shall have the same meaning as in the Agreement or the Notes.

<SIGNATURE PAGE TO FOLLOW>

In Witness Whereof, the parties hereto have executed this Amendment No 2 to
the Loan Agreement and Notes as of the date first written above.

BORROWER:
POPMAIL.COM, INC., 

By:						

Its:___________________________

PMI:
POPMAIL NETWORK, INC.

By:						

Its:___________________________

LENDER:
GSI VENTURES, LLC,

By: SDK INVESTMENTS, INC., Manager
By:___________________________________
Stephen D. King
President

FAI:
FAN ASYLUM, INC.

By:						

Its:___________________________

SDKI:
SDK INVESTMENTS, INC., 

By:						

Stephen D. King
President

COL:
CAFE ODYSSEY, LLC

By:						

Its:___________________________






















EX-10.63
35
exh1063.htm
EXHIBIT











Exhibit 10.63


	STOCK PURCHASE AGREEMENT


	BETWEEN


	TIM McQUAID 


	AND


	PopMail.com, inc.



	February 14, 2001





	STOCK PURCHASE AGREEMENT

This Agreement entered into as of February 14, 2001, by and among
PopMail.com, inc., a Minnesota corporation ("Seller" and/or
"Shareholder"), and Tim McQuaid ("Buyer"). The Seller and
Buyer are referred to collectively herein as the "Parties," and
individually as a "Party."

The Seller owns all of the outstanding capital stock of Fan Asylum, Inc., a
California corporation (the "Target").

This Agreement contemplates a transaction in which the Buyer will purchase
from the Seller, and the Seller will sell to the Buyer, all of the outstanding
capital stock of the Target in return for cash and the other consideration set
forth herein.


1. Definitions.


"Adverse Consequences" means all actions, suits, proceedings,
hearings, investigations, charges, complaints, claims, demands, injunctions,
judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs,
reasonable amounts paid in settlement, liabilities, obligations, taxes, liens,
losses, expenses, and fees, including court costs and reasonable attorneys' fees
and expenses.

"Affiliate" has the meaning set forth in Rule 12b-2 of the regulations
promulgated under the Securities Exchange Act.

"Affiliated Group" means any affiliated group within the meaning of
Code  1504(a) or any similar group defined under a similar provision of state,
local or foreign law.

"Allocable Portion" means with respect to the share of any Seller in a
particular amount that fraction equal to the number of Target Shares the Seller
holds as set forth in  4(b) of the Disclosure Schedule over the total number of
outstanding Target Shares.

"Buyer" has the meaning set forth in the preface above.




"Cash" means cash and cash equivalents (including marketable
securities and short term investments) calculated in accordance with GAAP
applied on a basis consistent with the preparation of the Financial
Statements.

"Closing" has the meaning set forth in  2(f) below.

"Closing Date" has the meaning set forth in  2(f) below.

"COBRA" means the requirements of Part 6 of Subtitle B of Title I of
ERISA and Code  4980B.

"Code" means the Internal Revenue Code of 1986, as amended.

"Confidential Information" means any information concerning the
businesses and affairs of the Target that is not already generally available to
the public.

"Employee Benefit Plan" means any (a) nonqualified deferred
compensation or retirement plan or arrangement, (b) qualified defined
contribution retirement plan or arrangement which is an Employee Pension Benefit
Plan, (c) qualified defined benefit retirement plan or arrangement which is an
Employee Pension Benefit Plan (including any Multiemployer Plan), or (d)
Employee Welfare Benefit Plan or material fringe benefit or other retirement,
bonus, or incentive plan or program.

"Employee Pension Benefit Plan" has the meaning set forth in ERISA
 3(2).

"Employee Welfare Benefit Plan" has the meaning set forth in ERISA
 3(1).

"Environmental, Health, and Safety Requirements" shall mean all
federal, state, local and foreign statutes, regulations, and ordinances
concerning public health and safety, worker health and safety, and pollution or
protection of the environment, including without limitation all those relating
to the presence, use, production, generation, handling, transportation,
treatment, storage, disposal, distribution, labeling, testing, processing,
discharge, release, threatened release, control, or cleanup of any hazardous
materials, substances or wastes, as such requirements are enacted and in effect
on or prior to the Closing Date.

"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

"ERISA Affiliate" means each entity which is treated as a single
employer with Seller for purposes of Code  414.
"GAAP" means United States generally accepted accounting principles as
in effect from time to time.

"Income Tax" means any federal, state, local, or foreign income tax,
including any interest, penalty, or addition thereto, whether disputed or
not.

"Income Tax Return" means any return, declaration, report, claim for
refund, or information return or statement relating to Income Taxes, including
any schedule or attachment thereto.

"Knowledge" means actual knowledge without independent investigation.

"Multiemployer Plan" has the meaning set forth in ERISA  3(37).

"Ordinary Course of Business" means the ordinary course of business
consistent with part custom and practice (including with respect to quantity and
frequency).

"Party" has the meaning set forth in the preface above.

"PBGC" means the Pension Benefit Guaranty Corporation.

"Person" means an individual, a partnership, a corporation, an
association, a joint stock company, a trust, a joint venture, an unincorporated
organization, or a governmental entity (or any department, agency, or political
subdivision thereof).

"Purchase Price" has the meaning set forth in  2(b) below.

"Reportable Event" has the meaning set forth in ERISA  4043.

"Securities Act" means the Securities Act of 1933, as amended.

"Securities Exchange Act" means the Securities Exchange Act of 1934,
as amended.

"Security Interest" means any mortgage, pledge, lien, encumbrance,
charge, or other security interest, other than (a) mechanic's, materialmen's,
and similar liens, (b) liens for taxes not yet due and payable or for taxes that
the taxpayer is contesting in good faith through appropriate proceedings, (c)
purchase money liens and liens securing rental payments under capital lease
arrangements, and (d) other liens arising in the Ordinary Course of Business and
not incurred in connection with the borrowing of money.

"Seller" has the meaning set forth in the preface above.

"Subsidiary" means any corporation with respect to which a specified
Person (or a Subsidiary thereof) owns a majority of the common stock or has the
power to vote or direct the voting of sufficient securities to elect a majority
of the directors.

"Target" has the meaning set forth in the preface above.

"Target Share" means any share of the Common Stock of the Target.

"Third Party Claim" has the meaning set forth in  8(d) below.

2. Purchase and Sale of Target Shares.


(a) Basic Transaction. On and subject to the terms and conditions of
this Agreement, the Buyer agrees to purchase from the Seller, the Seller agrees
to sell to the Buyer, all of its Target Shares for the consideration specified
below in this  2.

(b) Purchase Price. The Buyer agrees to pay to the Seller at the
Closing the "Purchase Price" by delivery of (i) $100,000 in cash by wire
transfer or other delivery of immediately available funds (disbursement of which
is subject to post-closing covenants as described herein), (ii) the forfeiture
of all rights to receive additional PopMail stock, beyond the 87,673 shares
purchased on or about October 12, 2000 which are currently in escrow and to
which he is currently entitled and (iii) the release of all claims against
Seller, Seller's subsidiaries, past and present officers and directors of Seller
and Seller's subsidiaries, and agents, attorneys, consultants and employees of
Seller.  In addition, (A) McQuaid shall not be entitled to the 280,000 earn-out
shares or any shares which would otherwise be issued in connection with his
reset rights under the agreement by which PopMail.com, inc. bought the shares of
Fan Asylum and (B) PopMail.com, inc. shall have a 15% carried interest in
Target, such that if Target shall be sold before January 31, 2004, PopMail.com,
inc. shall receive 15% of the net sales proceeds arising from the sale of
Target.

(c)  Liabilities of Target.  Buyer takes the stock of Target subject
to all the liabilities of Target as they existed as of the Closing Date.

(d)	Releases.  On Closing, Buyer shall release
Seller of any and all claims it may have up through the date of Closing of this
Agreement.  Seller shall release Buyer, Buyer's subsidiaries, past and present
officers and directors of Buyer and Buyer's subsidiaries, and agents, attorneys,
consultants and employees of Buyer of any and all claims it may have against
Buyer up through the date of Closing of this Agreement, including any rights
under the Covenant not to Compete contained in the  June 14, 2000 Stock Purchase
Agreement and/or Employment Agreement and/or Non-Compete Agreement between Tim
McQuaid and Popmail.com and Fan Asylum, Inc. (together, the "2000 Stock
Purchase Agreement").

(e)  Popmail Shares.  The 87,673 shares of
PopMail.com, inc. referenced in 2(b) above shall be released from escrow to
Buyer upon the Closing, and shall be included in the next registration statement
which PopMail.com, inc. prepares and be `locked up' (no public sale allowed) for
90 days from the Closing Date.  Provided, however, that if said registration
statement is not accepted, PopMail.com, inc. agrees to include said share on
each subsequent registration statement which it files for any stock of the same
class. 

(f) The Closing. The closing of the transactions
contemplated by this Agreement (the "Closing") shall take place at the
offices of McQuaid, Metzler, Bedford & Van Zandt, commencing at 5:00 p.m.
local time on or before February 15, 2001 or such other date as the Buyer and
Seller may mutually determine (the "Closing Date).

(g) Deliveries at the Closing. At the Closing, (i) the
Seller will deliver to the Buyer the various certificates, instruments, and
documents referred to in  7(a) below, (ii) the Buyer will deliver to the Seller
the various certificates, instruments, and documents referred to in  7(b) below,
(iii) the Seller will deliver to the Buyer stock certificates representing all
of his or its Target Shares, endorsed in blank or accompanied by duly executed
assignment documents, and will deliver all of Target's corporate and financial
records, and the releases of liens described in   3(a)(v) below, iv) the Buyer
will deliver to Seller the cash consideration specified in  2(b) above, and (v)
the Seller will deliver to the Buyer the shares of PopMail.com, inc. described
in  2(e) above. 

3. Representations and Warranties Concerning the
Transaction.


(a) Representations and Warranties of the Seller.
Seller represents and warrants to the Buyer that the statements contained in
this  3(a) are correct and complete as of the date of this Agreement and will be
correct and complete as of the Closing Date (as though made then and as though
the Closing Date were substituted for the date of this Agreement throughout this
 3(a)) with respect to himself or itself, except as set forth herein.

(i) Organization of Seller. Seller is a corporation
duly organized, validly existing, and in good standing under the laws of the
jurisdiction of its incorporation.

(ii) Authorization of Transaction. The Seller has full
power and authority (including, if the Seller is a corporation, full corporate
power and authority) to execute and deliver this Agreement and to perform his or
its obligations hereunder. This Agreement constitutes the valid and legally
binding obligation of the Seller, enforceable in accordance with its terms and
conditions. The Seller need not give any notice to, make any filing with, or
obtain any authorization, consent, or approval of any government or governmental
agency in order to consummate the transactions contemplated by this
Agreement.

(iii) Noncontravention. Other than the liens
specifically identified in  3(a)(v) below, neither the execution and the
delivery of this Agreement, nor the consummation of the transactions
contemplated hereby, will (A) violate any constitution, statute, regulation,
rule, injunction, judgment, order, decree, ruling, charge, or other restriction
of any government, governmental agency, or court to which the Seller is subject
or, if the Seller is a corporation, any provision of its charter or bylaws or
(B) conflict with, result in a breach of, constitute a default under, result in
the acceleration of, create in any party the right to accelerate, terminate,
modify, or cancel, or require any notice under any agreement, contract, lease,
license, instrument, or other arrangement to which the Seller is a party or by
which it is bound or to which any of its assets is subject.

(iv) Brokers' Fees. The Seller has no liability or
obligation to pay any fees or commissions to any broker, finder, or agent with
respect to the transactions contemplated by this Agreement for which the Buyer
could become liable or obligated.

(v) Target Shares. The Seller holds of record and owns
beneficially 1,000 Target Shares, free and clear of any restrictions on transfer
(other than restrictions under the Securities Act and state securities laws),
taxes, Security Interests, options, warrants, purchase rights, contracts,
commitments, equities, claims, and demands.  The Seller is not a party to any
option, warrant, purchase right, or other contract or commitment that could
require the Seller to sell, transfer, or otherwise dispose of any capital stock
of the Target (other than this Agreement). The Seller is not a party to any
voting trust, proxy, or other agreement or understanding with respect to the
voting of any capital stock of the Target.  In addition to, and not by way of
limitation of the foregoing, Seller specifically warrants that it will deliver
the Target Shares free and clear of any liens held or purported to be held by
the Shaar Fund Ltd., SDK Investments, GSI Ventures, LLC, or Stephen King or any
Affiliate of any of them.

(b) Representations and Warranties of the Buyer. Buyer
represents and warrants to the Seller that the statements contained in this
 3(b) are correct and complete as of the date of this Agreement and will be
correct and complete as of the Closing Date (as though made then and as though
the Closing Date were substituted for the date of this Agreement throughout this
 3(b)), except as set forth herein.


(i) Authorization of Transaction. The Buyer has full
power and to execute and deliver this Agreement and to perform his obligations
hereunder. This Agreement constitutes the valid and legally binding obligation
of the Buyer, enforceable in accordance with its terms and conditions. The Buyer
need not give any notice to, make any filing with, or obtain any authorization,
consent, or approval of any government or governmental agency in order to
consummate the transactions contemplated by this Agreement.

(ii) Noncontravention, Neither the execution and the
delivery of this Agreement, nor the consummation of the transactions
contemplated hereby, will (A) violate any constitution, statute, regulation,
rule, injunction, judgment, order, decree, ruling, charge, or other restriction
of any government, governmental agency, or court to which the Buyer is subject
or any provision of its charter or bylaws or (B) conflict with, result in a
breach of, constitute a default under, result in the acceleration of, create in
any party the right to accelerate, terminate, modify, or cancel, or require any
notice under any agreement, contract, lease, license, instrument, or other
arrangement to which the Buyer is a party or by which it is bound or to which
any of its assets is subject.

(iii) Brokers' Fees. Buyer has no liability or
obligation to pay any fees or commissions to any broker, finder, or agent with
respect to the transactions contemplated by this Agreement for which any Seller
could become liable or obligated.

(iv) Investment. The Buyer is not acquiring the Target
Shares with a view to or for sale in connection with any distribution thereof
within the meaning of the Securities Act.

4. Representations and Warranties Concerning the
Target. Subject to the representations and warranties given by the Selling
Shareholders in Article IV of the 2000 Stock Purchase Agreement being correct in
all material respects, Seller makes the following Representations and
Warranties:

(a) Organization, Qualification, and Corporate Power.
Target is a corporation duly organized, validly existing, and in good standing
under the laws of the jurisdiction of its incorporation. 

(b) Capitalization. The entire authorized capital
stock of the Target consists of ten million (10,000,000) Target Shares, of which
one thousand (1,000) Target Shares are issued and outstanding. All of the issued
and outstanding Target Shares have been duly authorized, are validly issued,
fully paid, and nonassessable, and are held of record by. There are no
outstanding or authorized options, warrants, purchase rights, subscription
rights, conversion rights, exchange rights, or other contracts or commitments
that could require the Target to issue, sell, or otherwise cause to become
outstanding any of its capital stock. There are no outstanding or authorized
stock appreciation, phantom stock, profit participation, or similar rights with
respect to the Target.

(c) Title to Tangible Assets. The Target has good and
marketable title to, or a valid leasehold interest in, the material tangible
assets it uses regularly in the conduct of its business.

(d) Tax Matters.  Seller will be responsible for all
state and federal Income Tax Returns that Target is or was required to file
while the Seller owned Target through the Closing Date, and has or will pay all
Income Taxes owing, except where the failure to file Income Tax Returns or to
pay Income Taxes would not have a material adverse effect on the financial
condition of the Target taken as a whole.  Seller covenants that it will not
report in any Income Tax Return or related filing any allocation to Target of
items of income or expenses that is not reflected on the books as maintained by
Target for the time that Seller has been the owner of Target's shares, except to
the extent that such allocation is required by the Code or regulations
thereunder. 

(e) Real Property.  Target owns no real estate, and
leases its current office property from Buyer.

(f) Intellectual Property.  Seller has not transferred
any of the intellectual property held by Target when it was acquired by Seller
to any party.  Any Intellectual Property held by Seller as of the date of
acquisition of Target by Seller, unless it has expired, lapsed or otherwise been
terminated through no fault of Seller, remains the property of Target.  
(g) Contracts. Seller has not caused Target to enter
into any contract not signed by Tim McQuaid.

(h) Litigation. To the Knowledge of Seller, other than
the case of Law and Cerreta v. McQuaid and Fan Asylum, Inc. (Civ. Case No.
314245, San Francisco Superior Court) there is no instance in which the Target
(i) is subject to any outstanding injunction, judgment, order, decree, ruling,
or charge or (ii) is a party to any action, suit, proceeding, hearing, or
investigation of, in, or before any court or quasi-judicial or administrative
agency of any federal, state, local, or foreign jurisdiction, except where the
injunction, judgment, order, decree, ruling, action, suit, proceeding, hearing,
or investigation would not have a material adverse effect on the financial
condition of the Target taken as a whole.

(i) Disclaimer of other Representations and
Warranties. Except as expressly set forth in Sections 2(e), 3 and this
Section 4, the Seller make no representation or warranty, express or implied, at
law or in equity, in respect of the Target, its Subsidiaries, or any of their
respective assets, liabilities or operations, including, without limitation,
with respect to merchantability or fitness for any particular purpose, and any
such other representations or warranties are hereby expressly disclaimed. Buyer
hereby acknowledges and agrees that, except to the extent specifically set forth
in Section 3 and this Section 4, the Buyer is purchasing the Target shares on an
"as-is, where-is" basis.

5. Pre-Closing Covenants. The Parties agree as follows
with respect to the period between the execution of this Agreement and the
Closing.

(a) General. Each of the Parties will use his or its
reasonable best efforts to take all action and to do all things necessary in
order to consummate and make effective the transactions contemplated by this
Agreement (including satisfaction, but not waiver, of the closing conditions set
forth in  7 below).

(b) Exclusivity. Seller will not (and the Seller will
not cause or permit Target to) solicit, initiate, or encourage the submission of
any proposal or offer from any Person relating to the acquisition of all or
substantially all of the capital stock or assets of Target (including any
acquisition structured as a merger, consolidation, or share exchange);
provided, however, that the Seller, the Target, and their directors and
officers will remain free to participate in any discussions or negotiations
regarding, furnish any information with respect to, assist or participate in, or
facilitate in any other manner any effort or attempt by any Person to do or seek
any of the foregoing to the extent their fiduciary duties may require.

6. Post-Closing Covenants. The Parties agree as
follows with respect to the period following the Closing.

(a) General. In case at any time after the Closing any
further action is necessary to carry out the purposes of this Agreement, each of
the Parties will take such further action (including the execution and delivery
of such further instruments and documents) as any other Party reasonably may
request, all at the sole cost and expense of the requesting Party (unless the
requesting Party is entitled to indemnification therefor under  8 below).

(b) Litigation Support. In the event and for so long
as any Party actively is contesting or defending against any action, suit,
proceeding, hearing, investigation, charge, complaint, claim, or demand in
connection with (i) any transaction contemplated under this Agreement or (ii)
any fact, situation, circumstance, status, condition, activity, practice, plan,
occurrence, event, incident, action, failure to act, or transaction on or prior
to the Closing Date involving Target, each of the other Parties shall cooperate
with him or it and his or its counsel in the defense or contest, make available
their personnel, and provide such testimony and access to their books and
records as shall be necessary in connection with the defense or contest, all at
the sole cost and expense of the contesting or defending Party (unless the
contesting or defending Party is entitled to indemnification therefor under  8
below).

(c) Funding.  (i) Any capital (or funding of any kind)
advanced to Target by Seller on or after January 31, 2001 and through the date
of Close shall be reimbursed to Seller at Closing. (ii) Buyer commits to
providing a minimum of $200,000 in funding to Target within 90 days of
Closing.

	(d) Disbursements from Escrows. So long as all other
conditions of this Agreement are satisfied, Buyer and Seller covenant to execute
escrow instructions at Closing which pertain to the escrow held by the law firm
of Maslon Edelman Borman & Brand, LLP (the "Escrow Agent")
instructing the Escrow Agent to disburse $50,000 of $100,000 in its possession
to Seller and to hold the remaining $50,000 in accordance with this Section
6(d). Buyer shall thereafter cause Target to endeavor to secure a suitable fan
club contract with Aerosmith. Seller shall file a registration statement which
includes Buyer's 87,673 shares of PopMail.com, inc. described in sections 2(b)
and 2(e) above. If and only if a contract with Aerosmith is secured, and said
registration statement is filed, both to be consummated no later than 60 days
following the Closing, then Buyer and Seller covenant to execute further escrow
instructions  to the Escrow Agent instructing it to disburse the remaining
$50,000 of $100,000 in its possession to Seller. If either condition is not
satisfied within 60 days following the Closing, then the Escrow Agent shall
return the remaining $50,000 in funds in its possession to Buyer, and Buyer
shall have no further obligation 
to Seller.


7. Conditions to Obligation to Close.


(a) Conditions to Obligation of the Buyer. The
obligation of the Buyer to consummate the transactions to be performed by it in
connection with the Closing is subject to satisfaction of the following
conditions:

(i) the representations and warranties set forth in  3(a) and
 4 above shall be true and correct in all material respects at and as of the
Closing Date;

(ii) the Seller shall have performed and complied with all of
its covenants hereunder in all material respects through the Closing;

(iii) there shall not be any injunction, judgment, order,
decree, ruling, or charge in effect preventing consummation of any of the
transactions contemplated by this Agreement;

(iv) the Seller shall have delivered to the Buyer a
certificate to the effect that each of the conditions specified above in
 7(a)(i)-(iii) is satisfied in all respects; 

(v) all actions to be taken by the Seller in connection with
consummation of the transactions contemplated hereby and all certificates,
opinions, instruments, and other documents required to effect the transactions
contemplated hereby will be satisfactory in form and substance to the Buyer.

The Buyer may waive any condition specified in this  7(a) if
it executes a writing so stating at or prior to the Closing.

(b) Conditions to Obligation of the Seller. The
obligation of the Seller to consummate the transactions to be performed by them
in connection with the Closing is subject to satisfaction of the following
conditions:

(i) the representations and warranties set forth in  3(b)
above shall be true and correct in all material respects at and as of the
Closing Date;

(ii) the Buyer shall have performed and complied with all of
its covenants hereunder in all material respects through the Closing;

(iii) there shall not be any injunction, judgment, order,
decree, ruling, or charge in effect preventing consummation of any of the
transactions contemplated by this Agreement;

(iv) the Buyer shall have delivered to the Seller a
certificate to the effect that each of the conditions specified above in
 7(b)(i)-(iii) is satisfied in all respects;

(v) Seller's Board of Directors shall have approved and
Seller's secured lenders shall have approved and released all liens on Target
Stock and Target assets;

(vi) all actions to be taken by the Buyer in connection with
consummation of the transactions contemplated hereby and all certificates,
opinions, instruments, and other documents required to effect the transactions
contemplated hereby will be [reasonably] satisfactory in form and substance to
the Requisite Seller.

Seller may waive any condition specified in this  7(b) if it
executes a writing so stating at or prior to the Closing.
8. Survival of Representations and Warranties.


Other than as set forth in  4(d) and in  4(f) above, none of
the representations and warranties of the Seller contained in  4 above shall
survive the Closing hereunder. All of the representations and warranties of the
Parties contained in  3 above shall survive the Closing (unless the damaged
Party knew or had reason to know of any misrepresentation or breach of warranty
at the time of Closing) and continue in full force and effect forever thereafter
(subject to any applicable statutes of limitations).

9. Termination.


(a) Termination of Agreement. Certain of the Parties
may terminate this Agreement as provided below:

(i) Buyer and Seller may terminate this Agreement by mutual
written consent at any time prior to the Closing;

(ii) the Buyer may terminate this Agreement by giving written
notice to Seller at any time prior to the Closing in the event (A) Seller has
given the Buyer any notice pursuant to this Agreement above and (B) the
development that is the subject of the notice has had a material adverse effect
upon the financial condition of the Target taken as a whole;

(iii) the Buyer may terminate this Agreement by giving
written notice to Seller at any time prior to the Closing (A) in the event
Seller has breached any material representation, warranty, or covenant contained
in this Agreement (other than the representations and warranties in  4 above) in
any material respect, the Buyer has notified Seller of the breach, and the
breach has continued without cure for a period of 15 days after the notice of
breach or (B) if the Closing shall not have occurred on or before February 15,
2001, (unless the failure results primarily from the Buyer itself breaching any
representation, warranty, or covenant contained in this Agreement); and

(iv) Seller may terminate this Agreement by giving written
notice to the Buyer at any time prior to the Closing (A) in the event the Buyer
has breached any material representation, warranty, or covenant contained in
this Agreement in any material respect, any of the Seller has notified the Buyer
of the breach, and the breach has continued without cure for a period of 15 days
after the notice of breach or (B) if the Closing shall not have occurred on or
before February 15, 2001, (unless the failure results primarily from Seller
breaching any representation, warranty, or covenant contained in this
Agreement).

(b) Effect of Termination. If any Party terminates
this Agreement pursuant to  9(a) above, all rights and obligations of the
Parties hereunder shall terminate without any liability of any Party to any
other Party (except for any liability of any Party then in breach); provided,
however, that the confidentiality provisions contained herein shall survive
termination.

10. Miscellaneous.


(a) Press Releases and Public Announcements. No Party
shall issue any press release or make any public announcement relating to the
subject matter of this Agreement without the prior written approval of the Buyer
and Seller; provided, however, that any Party may make any public
disclosure it believes in good faith is required by applicable law or any
listing or trading agreement concerning its publicly-traded securities (in which
case the disclosing Party will use its best efforts to advise the other Parties
prior to making the disclosure).

(b) No Third-Party Beneficiaries. This Agreement shall
not confer any rights or remedies upon any Person other than the Parties and
their respective successors and permitted assigns.

(c) Entire Agreement. This Agreement (including the
documents referred to herein) constitutes the entire agreement among the Parties
and supersedes any prior understandings, agreements, or representations by or
among the Parties, written or oral, to the extent they have related in any way
to the subject matter hereof.

(d) Succession and Assignment. This Agreement shall be
binding upon and inure to the benefit of the Parties named herein and their
respective successors and permitted assigns. No Party may assign either this
Agreement or any of his or its rights, interests, or obligations hereunder
without the prior written approval of the Buyer and Seller; provided,
however, that the Buyer may (i) assign any or all of its rights and
interests hereunder to one or more of its Affiliates and (ii) designate one or
more of its Affiliates to perform its obligations hereunder (in any or all of
which cases the Buyer nonetheless shall remain responsible for the performance
of all of its obligations hereunder).

(e) Counterparts. This Agreement may be executed in
one or more counterparts, each of which shall be deemed an original but all of
which together will constitute one and the same instrument.

(f) Headings. The section headings contained in this
Agreement are inserted for convenience only and shall not affect in any way the
meaning or interpretation of this Agreement.

(g) Notices. All notices, requests, demands, claims,
and other communications hereunder will be in writing. Any notice, request,
demand, claim, or other communication hereunder shall be deemed duly given if
(and then two business days after) it is sent by registered or certified mail,
return receipt requested, postage prepaid, and addressed to the intended
recipient as set forth below:

If to the Seller:		Copy to:


	PopMail.com, inc.		Maslon, Edelman, Borman &
Brand
	Attn:  Stephen Spohn	Attn:  William Mower
	1333 Corporate Drive	3300 Norwest Center
	Suite 350				Minneapolis, Minnesota 55402
	Irving, Texas 75038


If to the Buyer:
Fan Asylum, Inc.
Attn: Tim McQuaid
1250 Folsom Street
San Francisco, CA 94103

Copy to:
	McQuaid, Metzler, Bedford & Van Zandt, LLP
	Attn: J. Dennis McQuaid, Esq.
	221 Main Street, 16th Floor
	San Francisco, CA 94105

Any Party may send any notice, request, demand, claim, or
other communication hereunder to the intended recipient at the address set forth
above using any other means (including personal delivery, expedited courier,
messenger service, telecopy, telex, ordinary mail, or electronic mail), but no
such notice, request, demand, claim, or other communication shall be deemed to
have been duly given unless and until it actually is received by the intended
recipient. Any Party may change the address to which notices, requests, demands,
claims, and other communications hereunder are to be delivered by giving the
other Parties notice in the manner herein set forth.

(h) Governing Law. This Agreement shall be governed by and
construed in accordance with the domestic laws of the State of California
without giving effect to any choice or conflict of law provision or rule
(whether of the State of California or any other jurisdiction) that would cause
the application of the laws of any jurisdiction other than the State of
California.


(i) Amendments and Waivers. No amendment of any
provision of this Agreement shall be valid unless the same shall be in writing
and signed by the Buyer and Seller. No waiver by any Party of any default,
misrepresentation, or breach of warranty or covenant hereunder, whether
intentional or not, shall be deemed to extend to any prior or subsequent
default, misrepresentation, or breach of warranty or covenant hereunder or
affect in any way any rights arising by virtue of any prior or subsequent such
occurrence.

(j) Severability. Any term or provision of this
Agreement that is invalid or unenforceable in any situation in any jurisdiction
shall not affect the validity or enforceability of the remaining terms and
provisions hereof or the validity or enforceability of the offending term or
provision in any other situation or in any other jurisdiction.

(k) Expenses. Each of the Buyer, the Target, and the
Seller will bear its own costs and expenses (including legal fees and expenses)
incurred in connection with this Agreement and the transactions contemplated
hereby. 

(l) Construction. The Parties have participated
jointly in the negotiation and drafting of this Agreement. In the event an
ambiguity or question of intent or interpretation arises, this Agreement shall
be construed as if drafted jointly by the Parties and no presumption or burden
of proof shall arise favoring or disfavoring any Party by virtue of the
authorship of any of the provisions of this Agreement.  Any reference to any
federal, state, local, or foreign statute or law shall be deemed also to refer
to all rules and regulations promulgated thereunder, unless the context requires
otherwise. The word "including" shall mean including without limitation.

(m) Incorporation of Exhibits, Annexes, and Schedules.
The Exhibits, Annexes, and Schedules identified in this Agreement are
incorporated herein by reference and made a part hereof.

IN WITNESS WHEREOF, the Parties hereto have executed this
Agreement as of the date first above written.


PopMail.com, inc. 		PopMail.com, inc.		
Stephen J. Spohn, Secretary		Stephen J. Spohn, C.F.O.




By: ________________________		By: _______________________




TIM McQUAID




By: __________________________	



















EX-10.64
36
exh1064.htm
EXHIBIT











Exhibit 10.64

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE
SECURITIES LAWS OF CERTAIN STATES.  THESE SECURITIES ARE SUBJECT TO RESTRICTIONS
ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM.  HOLDERS SHOULD BE AWARE THAT THEY MAY BE
REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD
OF TIME.  THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN
FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED
TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE
SECURITIES LAWS.
PROMISSORY NOTE
$100,000.00		March 2, 2001
Minneapolis, MN
Subject to the terms and conditions of this Note, for good and valuable
consideration received in the form of fifty thousand dollars ($50,000) on March
2, 2001 and fifty thousand dollars ($50,000) on February 1, 2001, PopMail.com,
Inc., a Minnesota corporation (the "Company"), promises to pay to the
order of The Shaar Fund Ltd. (the "Holder"), the principal amount of
one hundred thousand dollars ($100,000.00), plus simple interest accrued on
unpaid principal from the date of this Note until paid at the rate of twelve
percent (12%) per annum, payable on demand.
The following is a statement of the rights of the Holder and the terms and
conditions to which this Note is subject, and to which the Holder hereof, by the
acceptance of this Note, agrees.  Neither Holder, its principals or affiliates
have any other obligations, liabilities or responsibilities to the Company
except as expressly set forth in this Note or as may otherwise be agreed to in
writing by the parties.
Payment.  The principal and accrued interest under this Note will be
paid to the Holder within five (5) days of demand by the Holder (the
"Maturity Date").  All payments of principal and/or interest under
this Note will be made by mail to the address of record of the Holder.

Events of Default.  If the Company defaults in the payment of any part
of the principal or interest of this Note when due and payable, and if such
default is not cured by the Company within five (5) business days after the
Holder has given the Company written notice of such default, then the Holder may
declare the entire unpaid principal and accrued interest on this Note
immediately due and payable, by notice in writing to the Company, without any
other presentment, demand, protest or other notice of any kind or character, all
of which are hereby expressly waived, anything herein to the contrary
notwithstanding.  
Assignment.  The rights and obligations of the Company and the Holder
will be binding upon and inure to the benefit of the successors, assigns, heirs,
administrators and transferees of the parties.  The Company may not assign this
Note without the express written consent of Holder. 
Waiver and Amendment.  Any provision of this Note may be amended,
waived or modified upon the written consent of the Company and the Holder.
Notices.  Any notice, request or other communication required or
permitted hereunder will be in writing and shall be deemed to have been duly
given if delivered (i) personally or telephonically (including by
facsimile), (ii) by email (if receipt thereof is confirmed by a separate message
delivered by the recipient to the sender), (iii) by courier, or (iv) mailed
by registered or certified mail, postage prepaid, at the respective addresses of
the parties as set forth herein.  Notice to the Holder shall be provided to: The
Shaar Fund Ltd., c/o Levinson Capital Management, Attention: Samuel Levinson, 2
World Trade Center, Suite 1820, New York, NY 10048.  Any party hereto may by
notice so given change its address for future notice under this Note.  Notice
will conclusively be deemed to have been given when personally delivered or when
deposited in the mail or delivered to a courier, or when sent by email following
confirmation in the manner set forth above and will be deemed to have been
received when delivered.  
Governing Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of Minnesota, excluding that body of law
relating to conflict of laws.
Headings.  All headings used herein are used for convenience only and
will not be used to construe or interpret this Note.  
IN WITNESS WHEREOF, the parties have caused this Note to be issued on March
2, 2001.
"COMPANY":
PopMail.com, Inc.


By: 		Stephen J. Spohn
Title: 		CFO
Address: 	PopMail.com, Inc.
		1333 Corporate Drive, Suite 350
		Irving, TX 75038


















EX-10.65
37
exh1065.htm
EXHIBIT













Exhibit 10.65


THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE
SECURITIES LAWS OF CERTAIN STATES.  THESE SECURITIES ARE SUBJECT TO RESTRICTIONS
ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM.  HOLDERS SHOULD BE AWARE THAT THEY MAY BE
REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD
OF TIME.  THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN
FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED
TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE
SECURITIES LAWS.
PROMISSORY NOTE
$80,000.00		March 13, 2001
Minneapolis, MN
Subject to the terms and conditions of this Note, for good and valuable
consideration received in the form of fifty thousand dollars ($50,000) on March
13, 2001 and thirty thousand dollars ($30,000) on March 16, 2001, PopMail.com,
Inc., a Minnesota corporation (the "Company"), promises to pay to the
order of The Shaar Fund Ltd. (the "Holder"), the principal amount of
eighty thousand dollars ($80,000.00), plus simple interest accrued on unpaid
principal from the date of this Note until paid at the rate of twelve
percent (12%) per annum, payable on demand.
The following is a statement of the rights of the Holder and the terms and
conditions to which this Note is subject, and to which the Holder hereof, by the
acceptance of this Note, agrees.  Neither Holder, its principals or affiliates
have any other obligations, liabilities or responsibilities to the Company
except as expressly set forth in this Note or as may otherwise be agreed to in
writing by the parties.
Payment.  The principal and accrued interest under this Note will be
paid to the Holder within five (5) days of demand by the Holder (the
"Maturity Date").  All payments of principal and/or interest under
this Note will be made by mail to the address of record of the Holder.

Events of Default.  If the Company defaults in the payment of any part
of the principal or interest of this Note when due and payable, and if such
default is not cured by the Company within five (5) business days after the
Holder has given the Company written notice of such default, then the Holder may
declare the entire unpaid principal and accrued interest on this Note
immediately due and payable, by notice in writing to the Company, without any
other presentment, demand, protest or other notice of any kind or character, all
of which are hereby expressly waived, anything herein to the contrary
notwithstanding.  
Assignment.  The rights and obligations of the Company and the Holder
will be binding upon and inure to the benefit of the successors, assigns, heirs,
administrators and transferees of the parties.  The Company may not assign this
Note without the express written consent of Holder.
Waiver and Amendment.  Any provision of this Note may be amended,
waived or modified upon the written consent of the Company and the Holder.
Notices.  Any notice, request or other communication required or
permitted hereunder will be in writing and shall be deemed to have been duly
given if delivered (i) personally or telephonically (including by
facsimile), (ii) by email (if receipt thereof is confirmed by a separate message
delivered by the recipient to the sender), (iii) by courier, or (iv) mailed
by registered or certified mail, postage prepaid, at the respective addresses of
the parties as set forth herein.  Notice to the Holder shall be provided to: The
Shaar Fund Ltd., c/o Levinson Capital Management, Attention: Samuel Levinson, 2
World Trade Center, Suite 1820, New York, NY 10048.  Any party hereto may by
notice so given change its address for future notice under this Note.  Notice
will conclusively be deemed to have been given when personally delivered or when
deposited in the mail or delivered to a courier, or when sent by email following
confirmation in the manner set forth above and will be deemed to have been
received when delivered.
Governing Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of Minnesota, excluding that body of law
relating to conflict of laws.
Headings.  All headings used herein are used for convenience only and
will not be used to construe or interpret this Note.  
IN WITNESS WHEREOF, the parties have caused this Note to be issued on March
13, 2001.
"COMPANY":
PopMail.com, Inc.


By: 		Stephen J. Spohn
Title: 		CFO
Address:	PopMail.com, Inc.
		1333 Corporate Drive, Suite 350
		Irving, TX 75038



















EX-10.66
38
exh1066.htm
EXHIBIT











Exhibit 10.66
INTERCREDITOR AND
SUBORDINATION AGREEMENT
	THIS INTERCREDITOR AND SUBORDINATION AGREEMENT (the
"Intercreditor Agreement") is made as of this ___ day of __________, 2001, by
and between GSI VENTURES, LLC, an Ohio limited liability company ("GSI"),
THE SHAAR FUND LTD. ("Shaar"), GREAT WESTERN BUSINESS SERVICES,
INC. ("GWBS"), a Texas corporation and FAIRVIEW PARTNERS, an Ohio
general partnership ("Fairview")(each individually a "Lender" and collectively
the "Lenders").


RECITALS:

	WHEREAS, Popmail.com, Inc., a Minnesota corporation (the
"Borrower"), is engaged in the business of (i) internet commerce and (ii) the
ownership and operation of two Café Odyssey restaurants located at 320
South Avenue, Mall of America, Bloomington, Minnesota 55425 (the "MOA
Restaurant") and at 500 16th Street, Suite 350, Denver, Colorado 80202 (the
"Denver Restaurant") (collectively, the MOA Restaurant and the Denver Restaurant
are referred to herein as the "Restaurant Operations"), which the MOA Restaurant
has been or will be purchased by SDK AD, LLC, an Ohio limited liability company,
and which the Denver Restaurant has been or will be purchased by SD KINGDM, LLC,
an Ohio limited liability company;

	WHEREAS, the Borrower and GSI are parties to that certain
Loan Agreement dated December 1, 2000, as amended pursuant to the Amendment No.
1 to the Loan Agreement dated December 8, 2000, Amendment No. 2 to the Loan
Agreement and Notes dated February 8, 2001 and other related agreements, all as
may be amended further from time to time (collectively, the "GSI Loan
Documents"), pursuant to which GSI has issued or will issue loans to Borrower in
the aggregate original principal amount of up to Four Million Dollars
($4,000,000) (the "GSI Debt").  Pursuant to the GSI Loan Documents, Borrower has
granted GSI a security interest in all of Borrower's assets related to the
Restaurant Operations (the "Collateral") and a security interest in all other
assets of the Borrower excluding the Restaurant Operations (the "Other
Collateral");

	WHEREAS, Borrower and GWBS have agreed to enter into a
certain Promissory Note to be dated  on or about February __, 2001 (the
"GWBS/Popmail Note"), GWBS and SDK AD, LLC have agreed to enter into a certain
Promissory Note to be dated of even date with the GWBS/Popmail Note, and GWBS
and SDKINGDM, LLC have agreed to enter into a certain Promissory Note to be
dated of even date with the GWBS/Popmail Note, and other related documents
thereto, all as may be amended further from time to time (collectively, the
"GWBS Loan Documents") pursuant to which Borrower, SDK AD, LLC and SDKINGDM, LLC
will be obligated to pay GWBS an aggregate principal amount for all three notes
of Eight Hundred Seventeen Thousand Dollars ($817,000.00) (the "GWBS Debt").
Pursuant to the GWBS Loan Documents, Borrower, SDK AD, LLC and SDKINGDM, LLC
have granted or will grant GWBS a security interest in the Collateral;

	WHEREAS, Borrower and Shaar are parties to that certain
Loan Agreement dated December 20, 2000 and other related agreements, all as may
be amended further from time to time (collectively, the "Shaar Loan Documents")
pursuant to which Shaar has issued a loan to Borrower in the original principal
amount of Two Hundred Thousand Dollars ($200,000) (the "Shaar Debt").  Pursuant
to the Shaar Loan Agreement, Borrower has granted Shaar a security interest in
the Collateral and the Other Collateral;

	WHEREAS, Borrower and Fairview are parties to that
certain Loan Agreement dated August 24, 1999, as amended pursuant to the
Amendment To Loan Documents and Agreement dated October 30, 2000 and other
related agreements (including the Assignment, Assumption and Modification
Agreement entered into or to be entered into between Fairview  SDK AD, LLC
("SDKAD"), SDKINGDM, LLC ("SDKINGDM") and Popmail.com, inc. concerning the
Fairview Debt (the "Fairview Agreement")), all as may be amended further from
time to time (collectively the "Fairview Loan Documents") pursuant to which
Fairview has issued a loan to Borrower in the original principal amount of Two
Million Dollars ($2,000,000) with a current outstanding principal balance of One
Million Five-Hundred Thousand Dollars ($1,500,000) (the "Fairview Debt").
Pursuant to the Fairview Loan Documents, Borrower has granted Fairview a
security interest in the Collateral (the GSI Loan Documents, GWBS Loan
Documents, Shaar Loan Documents and Fairview Loan Documents are sometimes
collectively referred to herein as the "Loan Documents") (the GSI Debt, GWBS
Debt and the Shaar Debt are sometimes collectively referred to as the
"Subordinate Debt" and GSI, GWBS and Shaar are sometimes collectively referred
to as "Subordinate Lenders" or individually as a "Subordinate Lender"); and

	WHEREAS, GSI, GWBS, Shaar and Fairview, each as a
creditor of Borrower, desire to enter into this Intercreditor Agreement for
purposes of setting forth the relative rights and interests of each party in and
to the collateral pledged by Borrower.

	NOW, THEREFORE, in consideration of the foregoing
Recitals, which are hereby incorporated herein as if fully set forth below, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:

	1. Subordination and Intercreditor Provisions.
	1.1 Subordination.  Subject to Section 1.3 of this
Intercreditor Agreement, each of the Subordinate Lenders agree that each
Subordinate Lender's right to receive scheduled payments of principal and/or
interest under their respective Loan Documents shall be subordinate and junior
to Fairview's right to receive scheduled payments of principal and/or interest
under the Fairview Loan Documents until such time as the Fairview Debt is repaid
in full.
	1.2 Insolvency, Etc.

	(a) Subject to Section 1.3 of
this Intercreditor Agreement, in the event of any insolvency, bankruptcy,
receivership, liquidation, reorganization or other similar proceedings
(collectively, "Bankruptcy Proceedings") relative to the Borrower or to the
Collateral, or in the event of any proceedings for voluntary liquidation,
dissolution or other winding up of the Borrower, whether or not involving
insolvency or bankruptcy, Fairview shall be entitled in any such proceedings to
receive payment from the sale or other distribution of the Collateral on account
of the Fairview Debt before the Subordinate Lenders are entitled in any such
proceedings to receive any payment on account of the Subordinate Debt from the
sale or other distribution of the Collateral, and to that end in any such
proceedings any payment or distribution of any kind or character of the
Collateral, whether in cash or in other property, to which the Subordinate
Lenders would be entitled but for the provisions hereof, shall be delivered to
Fairview to the extent necessary to make payment in full in cash of all Fairview
Debt remaining unpaid.

(b) The Subordinate Lenders at the request of Fairview shall
in any proceedings described in Section 00, in the name of Fairview, file
claims, proofs of claims and other instruments of similar character necessary to
enforce the obligations of the Borrower in respect of the Subordinate Debt.  In
the event that any Subordinate Lender shall fail to take such action within five
business days upon request by Fairview, Fairview may, on behalf of such
Subordinate Lender, demand, sue for, collect and receive any and all such monies
or other assets and give acquittance therefor, file any claim, proof of claim or
other instrument of similar character, and take such other action (in its own
name or in the name of such Subordinate Lender) as Fairview may reasonably deem
necessary or advisable for enforcement of the obligations of the Borrower in
respect of the Subordinate Debt; provided that, Fairview shall have no right to
take any action in the name of any Subordinate Lender related to the Other
Collateral.
	1.3 Other Collateral; Conversion Rights.  
 (a) 	Notwithstanding anything to the contrary in this
Intercreditor Agreement, nothing in this Intercreditor Agreement shall impair
the rights of the Subordinate Lenders to take any and all action to enforce
their respective rights in, or receive payments or distributions on account of a
sale or other disposition of the Other Collateral; provided,
however, the Subordinate Lenders shall not take any action to enforce
their respective rights in the Other Collateral that would have a material
adverse effect on the Collateral; provided further, that any
actions taken by a Subordinate Lender to enforce its rights on Other Collateral
that is not owned or in the possession of the holder of the Collateral shall be
deemed to not cause a material adverse effect on the Collateral.

(b) 	In the event of any Bankruptcy Proceedings relative
to the Borrower or the Other Collateral, or in the event of any proceedings for
voluntary liquidation, dissolution or other winding up of the Borrower, whether
or not involving insolvency or bankruptcy, GSI and Shaar shall be entitled in
any such proceedings to receive payment, on a pro rata basis from the sale or
other distribution of the Other Collateral on account of GSI Debt and Shaar Debt
before Fairview and GWBS are entitled in any such proceedings to receive any
payment on account of the Fairview Debt and GWBS Debt from the sale or other
distribution of the Other Collateral, and to that end in any such proceedings
any payment or distribution of any kind or character of the Other Collateral,
whether in cash or in other property, to which Fairview or GWBS would be
entitled but for the provisions hereof, shall be delivered to GSI and Shaar to
the extent necessary to make payment in full in cash of all GSI Debt and Shaar
Debt remaining unpaid.



(c) 	Notwithstanding anything to the contrary in this
Intercreditor Agreement, the Subordinate Lenders are permitted at any time to
exercise their rights to convert any of the Subordinate Debt into the common
stock of Borrower or accept any prepayments or payments on the Subordinate Debt
that are made with the Borrower's common stock or other equity securities of
Borrower.



	2. Security Interests;
Priority.
	2.1 Notwithstanding any conflicting terms or conditions
which may be contained in any of the Loan Documents, the time of filing or
renewal of any financing statement, the time of attachment of any security
interest or any other priority provided by law: (a) the security interests upon
the Collateral evidenced by the Fairview Loan Documents shall have priority over
all other security interests upon the Collateral evidenced by the Loan
Documents;  (b) the security interests upon the Collateral of GWBS evidenced by
the GWBS Loan Documents shall have priority over all other security interests
upon the Collateral evidenced by the Loan Documents, except those evidenced by
the Fairview Loan Documents; and (c) the security interests upon the Collateral
of GSI and Shaar shall be subordinate to all security interests evidenced by the
Fairview Loan Documents and GWBS Loan Documents and shall be pari passu with
respect to each other as evidenced by that certain Intercreditor Agreement
between GSI and Shaar dated December 21, 2000 (the "GSI/Shaar Intercreditor
Agreement").  Notwithstanding anything to the contrary herein, this
Intercreditor Agreement shall not affect the rights and obligations between
Shaar and GSI as set forth in the GSI/Shaar Intercreditor Agreement.
	2.2 Each Lender shall be solely responsible for
perfecting and maintaining the perfection of its security interests in and to
each item constituting the Collateral in which such Lender has been granted a
security interest.  The provisions of this Intercreditor Agreement are intended
solely to govern the respective lien priorities as between the Lenders and,
except as set forth herein, shall not impose on any Lender any obligations in
respect of the disposition of proceeds of foreclosure on any Collateral which
would conflict with prior perfected claims therein in favor of any other person
or any order or decree of any court or governmental authority or any applicable
law.  Notwithstanding anything to the contrary herein, the relative priority
arrangements set forth in this Intercreditor Agreement are expressly conditioned
on the non-avoidability and perfection of the security interests and/or liens
evidenced by the Loan Documents and if the security interests and/or liens
evidenced by the Loan Documents are not perfected or are voidable for any
reason, then such relative priority arrangements set forth herein shall not be
effective to the extent of any such avoidability or non-perfection;
provided, however, that this condition shall be null and void and
of no effect if at any time any Lender shall directly or indirectly take any
action to contest or challenge the validity, legality, enforceability,
perfection, priority or avoidability of any other Lender's loans or documents or
any of the security interests and/or liens of any other Lender in any of the
Collateral or if such action is taken by SDKAD or SDKINGDM while Fairview is the
manager of either such entity.
	2.3 The lien priorities provided in this Section 0 shall
not be altered or otherwise affected by any amendment, modification, supplement,
extension, renewal, restatement or refinancing of any indebtedness evidenced by
any of the Loan Documents.  The respective rights and priorities of each Lender
in any assets of the Borrower not specified herein shall not be affected in any
way by this Intercreditor Agreement.
	3. Default Under the Loan Documents.

	3.1 In the event that Borrower shall cause or permit
to occur an event of default under any of the Loan Documents, such Lender that
is a party to any such Loan Document (a "Notifying Lender") will, upon becoming
aware of the existence of such event of default, use its best efforts to notify
all other Lenders of the existence of such event of default.  Receipt by any
Lender of such a notice of default shall not cause any Lender to be obligated to
cure any such default.  Failure of a Notifying Lender to provide such notice of
default shall not result in any liability to any Lender in the absence of gross
negligence or willful misconduct.  Upon receiving notice from a Notifying Lender
of an event of default for failure to pay monies due and owing to any Lender
under any Loan Document, any Lender may, but is not required to, cure such
payment default on behalf of Borrower within ten (10) business days of receiving
notice of the payment default from a Notifying Lender.  During such ten (10)
business day period, if any Lender cures such payment default, Lenders shall not
take any action against Borrower with respect to such default.  In the event
that any Lender elects to cure such payment default, any amount such Lender pays
to any other Lender to cure Borrower's payment default shall be considered a
portion of Borrower's indebtedness to such Lender.
	3.2 In the event that a default or an event of default
exists with respect to any of the Loan Documents, the applicable Lender may,
after providing written notice of such default to all other Lenders and subject
to the provisions of this Intercreditor Agreement, take any action it deems
appropriate to enforce its rights and remedies under the Loan Documents and its
security interests in or liens on, or exercise any other rights or remedies to
foreclose or otherwise realize upon, any of the Collateral.
	3.3 In the event Borrower defaults on its obligations to
any Lender and, as a result, any Lender undertakes to enforce its security
interest in the Collateral, each Lender agrees that it will not hinder, delay or
otherwise prevent such Lender from taking any and all action which such Lender
deems necessary to enforce its security interest in said Collateral and to
realize thereon.  Lenders agree that, to the extent any Lender receives any
proceeds directly from any bank account, any account debtor or from the sale of
any Collateral, then such Lender shall distribute such proceeds in accordance
with the terms of this Intercreditor Agreement.  To the extent that any Lender
retains any Collateral pursuant to its respective rights as a secured party,
such Collateral shall be divided among the Lenders in accordance with the terms
of this Intercreditor Agreement. 
	4. Standstill.  (a) Notwithstanding anything to
the contrary in Section 3.3, or the rights of any Lender under applicable law or
any provision of the Loan Documents to the contrary, each Subordinate Lender
hereby covenants that it shall not: 

(i)	(A) accelerate payment of any indebtedness or any
portion thereof under the Loan Documents, or  (B) take any other action to
enforce its rights under the Loan Documents, until the earlier of 60 days
following the effective date hereof or the execution of the Fairview Agreement;
provided that, each Lender may take any action to enforce its
rights under the Loan Documents during such 60-day period in the event that a
creditor of the Borrower who is not a party to this Agreement takes any action
or provides notice to a Lender of its intent to take any action against Borrower
to enforce its rights against the Borrower; and
(ii) 	take any action to enforce their respective rights
in, or receive payments or distributions on account of a sale or other
disposition of the Collateral upon an event of default under a Subordinate
Lender's Loan Documents so long as:







(A) 	the Fairview Debt is outstanding; and 




(B) 	(1) the Borrower, its guarantors or assigns are not
in default on the Fairview Loan Documents, or (2) in the event that the
Borrower, its guarantors or assigns are in default on the Fairview Loan
Documents, Fairview has either taken no action  to enforce its rights under the
Fairview Loan Documents or the only action it takes is to take over as manager
of SDKAD and/or SDKINGDM pursuant to its rights under the Fairview Loan
Documents; 



provided that, nothing herein shall impair the
rights of the Subordinate Lenders to take any and all action to enforce their
respective rights in the Other Collateral pursuant to Section 1.3(a) of this
Agreement. 







Notwithstanding anything to the contrary in Section 3.3,
or the rights of any Lender under applicable law or any provision of the Loan
Documents to the contrary, Fairview hereby covenants that it shall not:


accelerate payment of any indebtedness or any portion
thereof under the Fairview Loan Documents, or  (B) take any other action to
enforce its rights under the Fairview Loan Documents, until the earlier of 60
days following the effective date hereof or the execution of the Fairview
Agreement; provided that, Fairview may take any action to enforce
its rights under the Loan Documents during such period in the event that a
creditor of the Borrower who is not a party to this Agreement takes any action
or provides notice to Fairview of its intent to take any action against Borrower
to enforce its rights against the Borrower; and






(ii) 	take any action to enforce its rights in, or receive
payments or distributions on account of a sale or other disposition of the
Collateral upon an event of default of Popmail.com, inc. under the Fairview Loan
Documents so long as (A) an event of default by SDKAD or SDKINGDM (as assignees
of the Fairview Debt) has not occurred, and (B) if such event of default of
Popmail.com, inc. is due to a failure to make payments when due, SDKAD and
SDKINGDM assume the balance of the Fairview Debt not assumed by them under the
Fairview Agreement within the applicable time period provided for in the
Fairview Agreement.

		(c) 	Notwithstanding anything to the contrary in
this Section 4, but subject to Section 1.2, in the event of any Bankruptcy
Proceeding relative to SDKAD, SDKINGDM or the Collateral, or in the event of any
proceedings for voluntary liquidation, dissolution or other winding up of SDKAD
or SDKINGDM, whether or not involving insolvency or bankruptcy, the Subordinate
Lenders may take any and all action to enforce their respective rights under
their respective Loan Documents.

	5. Prepayments.  Subject to Section 1.3
of this Intercreditor Agreement, without the prior written consent of Fairview,
no Subordinate Lender shall be entitled to receive or retain any optional
prepayment (in cash, property, by set-off or otherwise) of or on account of any
Subordinate Debt.  

	6. Turn-Over of Payments Received.  In the
event that the Borrower shall make any payment on the Subordinate Debt which the
holders thereof are not permitted to receive and retain pursuant to the terms of
this Agreement, such payment shall be held in trust for the benefit of, and
shall be paid over promptly on demand to, Fairview for application to the
payment of all Fairview Debt remaining unpaid until the same shall have been
paid in full in cash, after giving effect to any concurrent payment or
distribution to Fairview.  No such payments or distributions to Fairview by any
Subordinate Lender shall be deemed to discharge any of such Subordinate
Debt.

	7. Representations and Warranties.  As a
material inducement to each other Lender to enter into this Intercreditor
Agreement, each Lender hereby represents and warrants to each other Lender that
the following are true and correct as of the date hereof and shall remain true
and correct so long as this Intercreditor Agreement is in effect:

	7.1 the execution, delivery and performance of this
Intercreditor Agreement has been duly authorized by such Lender and does not
contravene any law, any provision of the Loan Documents or any agreement to
which such Lender is a party or by which it is bound;
	7.2 this Intercreditor Agreement constitutes the legal,
valid and binding obligation of such Lender and is binding and enforceable in
accordance with its terms; and
	7.3 the Loan Documents to which such Lender is a party
are in the form of the copies thereof made available to each Lender, and no
amendment, waiver or modification thereof shall be permitted without the written
consent of all other Lenders, which shall not be unreasonably withheld or
delayed.
	8. Term; Default.  

	8.1 This Intercreditor Agreement shall continue for
so long as any Lender has a security interest in the Collateral.  This
Intercreditor Agreement shall remain in full force and effect notwithstanding
the filing of a petition for relief by or against Borrower under the United
States Bankruptcy Code. 



8.2	Nothing contained herein, or in any prior agreement or
understanding, shall be deemed to create any duty on the part of any Lender to
extend or continue financial accommodations to Borrower.



8.3	Notwithstanding anything to the contrary in the Loan
Documents or this Intercreditor Agreement, Lenders acknowledge and agree that
any additional indebtedness up to $4,000,000 of Borrower under the GSI Loan
Documents and additional indebtedness up to $500,000 of Borrower under the
Fairview Loan Documents shall not be considered an event of default or breach of
this Intercreditor Agreement or the Loan Documents and Borrower shall not be
required to obtain the consent of the Lenders to enter into any such
indebtedness; provided, however, such additional indebtedness
shall be subject to the terms of this Intercreditor Agreement.  The additional
indebtedness of  up to $500,000 under the Fairview Loan Documents shall be
considered as part of the Fairview Debt for purposes of this Agreement.
8.4	Notwithstanding anything to the contrary in the Loan
Documents or this Intercreditor Agreement, Lenders hereby consent to the
purchase by SDK AD, LLC, an Ohio limited liability company, from the Borrower of
the Collateral associated with the MOA Restaurant and the purchase by SD KINGDM,
LLC, an Ohio limited liability company, from the Borrower of the Collateral
associated with the Denver Restaurant, and hereby waive any default under each
Lender's Loan Documents that such a sale of the Collateral may create;
provided, however, Borrower shall provide five (5) business days
prior written notice to each Lender and shall cause SDK AD, LLC and SD KINGDM,
LLC to execute any and all documents deemed necessary by any Lender to continue
and maintain the Collateral and Lender's lien position in the Collateral,
including but not limited to filing all appropriate UCC's which shall have the
same priority as set forth herein.  The Collateral shall continue to be subject
to the terms and conditions of this Intercreditor Agreement.
	9. Miscellaneous.
	9.1 Neither of the parties
hereto, nor any of their managers, members, officers, agents or employees, shall
be responsible to any other party hereto or to any other person for: (a)
Borrower's solvency, financial condition or ability to repay its indebtedness to
any party hereto; (b) any oral or written statements of Borrower; or (c) the
validity, sufficiency or enforceability of any indebtedness, any agreements or
documents or the security interests and liens granted by Borrower to any party
hereto. Each party hereto has entered into its respective agreements, documents
and financing agreements with Borrower based upon its own independent
investigation, and makes no warranty or representation to any other party
hereto, with respect to the matters referred to in this Section 0.
	9.2 Nothing contained herein, or in any prior agreement
or understanding, shall be deemed to create any duty on the part of any Lender
to extend or continue to extend financial accommodations to Borrower.  
	9.3 Each Lender irrevocably waives any right to compel
any other Lender to marshal assets of the Borrower.
	9.4 Any notice required or desired to be served, given or
delivered hereunder shall be in the form and manner specified below, and shall
be addressed to the party to be notified as follows:
		If to GSI, to:				If to GWBS:

		SDK Investments, Inc.			Great Western
Business Services, Inc.
		c/o Barycenter Capital Management	14643 Dallas
Parkway, Suite 650
		PMB 329				Dallas, Texas 75240
		1232 W. Kemper Road			
		Cincinnati, Ohio 45240
		Attn: Stephen D.  King

		If to Shaar, to:				If to Fairview,
to:

		The Shaar Fund Ltd. 			Fairview Partners
		c/o Levinson Capital Management		5807 McCray
Court
		2 World Trade Center, Suite 1820		Cincinnati,
Ohio 45224
		New York, New York 10048			
		Attention:  Samuel Levinson

or to such other address as each party designates to the
other parties by notice in the manner herein prescribed.  Notice shall be deemed
given hereunder if (i) delivered personally or otherwise actually received, (ii)
sent by nationally recognized overnight courier service, (iii) mailed by first-
class United States mail, postage prepaid, certified, with return receipt
requested, or (iv) sent via telecopy machine with a duplicate signed copy sent
on the same day as provided in clause (ii) above.  Notice mailed as provided in
clause (iii) above shall be effective upon the expiration of five (5) business
days after its deposit in the United States mail, and notice telecopied as
provided in clause (iv) above shall be effective upon delivery of such telecopy
if the duplicate signed copy is sent under clause (iv) above.  Notice given in
any other manner described in this section shall be effective upon receipt by
the addressee thereof; provided, however, that if any notice is tendered to an
addressee and delivery thereof is refused by such addressee, such notice shall
be effective upon such tender unless otherwise expressly set forth in such
notice.

	9.5 THIS AGREEMENT SHALL BE DEEMED TO HAVE BEEN MADE IN
THE STATE OF OHIO AND THE VALIDITY OF THIS AGREEMENT, ITS CONSTRUCTION,
INTERPRETATION AND ENFORCEMENT, AND THE RIGHTS OF THE PARTIES HEREUNDER, SHALL
BE DETERMINED UNDER, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF OHIO. THE PARTIES HERETO AGREE THAT ALL ACTIONS OR PROCEEDINGS
ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE TRIED AND LITIGATED ONLY IN
THE STATE OR FEDERAL COURTS LOCATED IN HAMILTON COUNTY, OHIO.
	9.6 This Intercreditor Agreement shall be binding and
deemed effective when executed by each of the parties hereto.  This
Intercreditor Agreement shall bind, and inure to the benefit of, the respective
successors and assigns of each of the parties hereto, and shall be effective
before and after any bankruptcy filing by or against Borrower.
	9.7 The invalidity, illegality or unenforceability of any
provision in or obligation under this Intercreditor Agreement shall not affect
or impair the validity, legality or enforceability of the remaining provisions
or obligations under this Intercreditor Agreement.
	9.8 It is not the intent of either the parties hereto
that Borrower be a third party beneficiary hereunder or have any other rights
with respect to this Intercreditor Agreement.
	9.9 This Intercreditor Agreement cannot be changed,
amended, modified or terminated except by a written agreement signed by the duly
authorized officers of the parties hereto.  All prior agreements,
understandings, representations, warranties, and negotiations, if any, are
merged into this Agreement.
	9.10 LENDERS, TO THE EXTENT EACH
MAY LEGALLY DO SO, HEREBY EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY
CLAIM, DEMAND, ACTION, CAUSE OF ACTION OR PROCEEDING ARISING UNDER OR OUT OF
THIS AGREEMENT OR IN ANY WAY CONNECTED WITH OR RELATED TO, OR INCIDENTAL TO, THE
DEALINGS OF THE PARTIES HERETO WITH RESPECT TO THIS AGREEMENT OR THE
TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER
ARISING, AND IRRESPECTIVE OF WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.
LENDERS, TO THE EXTENT EACH MAY LEGALLY DO SO, HEREBY AGREE THAT ANY SUCH CLAIM,
DEMAND, ACTION, CAUSE OF ACTION, OR PROCEEDINGS SHALL BE DECIDED BY A COURT
TRIAL WITHOUT A JURY AND THAT EITHER PARTY HERETO MAY FILE AN ORIGINAL
COUNTERPART OR COPY OF THIS SECTION 0 WITH ANY COURT AS WRITTEN EVIDENCE OF THE
CONSENT BY THE UNDERSIGNED TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.
 	9.11 For purposes of this Agreement, the term "Borrower"
shall include any successors and assigns to Borrowers duties and obligations
under any of the Loan Documents, including, without limitation, SDKAD and
SDKINGDM.
 	9.12 Each Subordinate Lender acknowledges and consents
to Borrower assigning and SDKAD and SDKINGDM assuming a portion of the Fairview
Debt in accordance with the terms of the Fairview Agreement.
9.13 	This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which shall
together constitute one and the same instrument.




[SIGNATURE PAGE TO FOLLOW]

	IN WITNESS WHEREOF, this Intercreditor Agreement has been
duly executed and delivered by each of the parties hereto as of the date first
written above.





			GREAT WESTERN BUSINESS SERVICES, INC.




WITNESS:

_________________________________		By:________________________________<
/P>





			Name:______________________________




_________________________________		Title:______________________________
_



				FAIRVIEW PARTNERS




_________________________________		By:________________________________<
/P>









	Name:______________________________








_________________________________		Title:______________________________
_

						THE SHAAR FUND LTD.







		By:	Levinson Capital Management
















_________________________________		By:______________________________
						Name:	Sam Levinson 
_________________________________		Title:	Managing Director 

						GSI VENTURES, LLC 











By:	SDK Investments, Inc. (Manager
	of GSI Ventures, LLC)











_________________________________		By:_____________________________











Name:	Stephen D. King 










_________________________________		Title:	President


STATE OF ________________	)
				)SS:
COUNTY OF ______________	)

	This instrument was acknowledged before us this ________
day of _______________, 2001 by ___________________________,
____________________________ of Great Western Business Services, Inc., a Texas
corporation, on behalf of the corporation.

						________________________________________

						Notary Public

STATE OF ________________	)
				)SS:
COUNTY OF ______________	)

	This instrument was acknowledged before us this ________
day of _______________, 2001 by ___________________________,
____________________________ of Fairview Partners, an Ohio general partnership,
on behalf of the partnership.

						________________________________________

						Notary Public

STATE OF ________________	)
				)SS:
COUNTY OF ______________	)

	This instrument was acknowledged before us this ________
day of _______________, 2001 by Sam Levinson, Managing Director of Levinson
Capital Management, on behalf of the The Shaar Fund Ltd.

						________________________________________

						Notary Public

STATE OF ________________	)
				)SS:
COUNTY OF ______________	)

	This instrument was acknowledged before us this ________
day of _______________, 2001 by Stephen D. King, President of SDK Investments,
Inc., Manager of GSI Ventures, LLC, an Ohio limited liability company, on behalf
of the limited liability company.

						________________________________________

						Notary Public



ACKNOWLEDGMENT BY

POPMAIL.COM, INC.



The undersigned hereby acknowledges that it has received a
copy of the foregoing Intercreditor Agreement by and between Great Western
Business Services, Inc., The Shaar Fund Ltd., GSI Ventures, LLC and Fairview
Partners (the "Intercreditor Agreement"), and consents thereto, and agrees to
recognize all priorities and other rights granted therein to the parties hereto,
and the undersigned will not do any act or perform any obligation which is not
in accordance with the priorities and agreements set forth in the Intercreditor
Agreement. 

Dated:	_______________, 2001



								POPMAIL.COM, INC.
WITNESS:

______________________________				By:____________________________
____

______________________________				Name:__________________________
____

								Title:_______________________________


STATE OF ________________	)
				)SS:
COUNTY OF ______________	)

	This instrument was acknowledged before us this ________
day of _______________, 2001 by ___________________________,
____________________________ of Popmail.com, inc., a Minnesota corporation, on
behalf of the corporation.

						________________________________________

						Notary Public


ACKNOWLEDGMENT BY

SDK AD, LLC


The undersigned hereby acknowledges that it has received a
copy of the foregoing Intercreditor Agreement by and between Great Western
Business Services, Inc., The Shaar Fund Ltd., GSI Ventures, LLC and Fairview
Partners (the "Intercreditor Agreement"), and consents thereto, and agrees to
recognize all priorities and other rights granted therein to the parties hereto,
and the undersigned will not do any act or perform any obligation which is not
in accordance with the priorities and agreements set forth in the Intercreditor
Agreement. 

Dated:	_______________, 2001



								SDK AD, LLC
WITNESS:
								By:  SDK Investments, Inc.
__________________________

__________________________					By:
________________________________



								Stephen D. King, President



STATE OF ________________	)
				)SS:
COUNTY OF ______________	)

	This instrument was acknowledged before us this ________
day of _______________, 2001 by Stephen D. King, President of SDK Investments,
Inc., Manager of SDK AD, LLC, an Ohio limited liability company, on behalf of
the limited liability company.

						________________________________________

						Notary Public

ACKNOWLEDGMENT BY

SD KINGDM, LLC



The undersigned hereby acknowledges that it has received a
copy of the foregoing Intercreditor Agreement by and between Great Western
Business Services, Inc., The Shaar Fund Ltd., GSI Ventures, LLC and Fairview
Partners (the "Intercreditor Agreement"), and consents thereto, and agrees to
recognize all priorities and other rights granted therein to the parties hereto,
and the undersigned will not do any act or perform any obligation which is not
in accordance with the priorities and agreements set forth in the Intercreditor
Agreement. 

Dated:	_______________, 2001



							SD KINGDM, LLC
WITNESS:
							By:  SDK Investments, Inc.
____________________________

____________________________				By:
_________________________________
								Stephen D. King, President


STATE OF ________________	)
				)SS:
COUNTY OF ______________	)

	This instrument was acknowledged before us this ________
day of _______________, 2001 by Stephen D. King, President of SDK Investments,
Inc., Manager of SD KINGDM, LLC, an Ohio limited liability company, on behalf of
the limited liability company.

						________________________________________

						Notary Public



















-----END PRIVACY-ENHANCED MESSAGE-----

EX-4.18

Exhibit 4.18

The Warrant and the securities issuable upon exercise of this Warrant (the "Securities") have not been registered under the Securities Act of 1933 (the "Securities Act") or under any state securities or Blue Sky laws ("Blue Sky Laws"). No transfer, sale, assignment, pledge, hypothecation or other disposition of this Warrant or the Securities or any interest therein may be made except (a) pursuant to an effective registration statement under the Securities Act and any applicable Blue Sky Laws or (b) if the Company has been furnished with both an opinion of counsel for the holder, which opinion and counsel shall be reasonably satisfactory to the Company, to the effect that no registration is required because of the availability of an exemption from registration under the Securities Act and applicable Blue Sky Laws, and assurances that the transfer, sale, assignment, pledge, hypothecation or other disposition will be made only in compliance with the conditions of any such registration or exemption.

WARRANT TO PURCHASE SHARES OF COMMON STOCK

OF POPMAIL.COM, INC.

Warrant No. MCP-8 Irving, Texas

May 22, 2000

This certifies that, for value received, BARRY GROSS, or his successors or assigns ("Holder") is entitled to purchase from PopMail.com, inc. (the "Company") Eighty Thousand (80,000) fully paid and nonassessable shares (the "Shares") of the Company's Common Stock, $.01 par value (the "Common Stock"), at any time during the period (the "Warrant Exercise Period") and at the exercise prices (the "Exercise Prices") set forth in Section 1, subject to adjustment as herein provided.

This Warrant is subject to the following provisions, terms and conditions:

1. Vesting of Warrant Shares. Holder's rights to purchase the Shares under this Warrant are exercisable only to the extent that all, or any portion thereof, has vested in the Holder. The Warrant shall vest in three lots, as provided below, until fully vested:
1. Lot 1. Warrants to purchase 30,000 Shares at an Exercise Price of $1.62 per Share shall vest immediately.
2. Lot 2. Warrants to purchase 30,000 Shares at an Exercise Price of $4.00 per Share shall vest immediately.
3. Lot 3. Warrants to purchase 20,000 Shares at an Exercise Price of $5.00 per Share shall vest when the closing price per share of the Company's Common Stock is at or above $5.00 for ten (10) consecutive trading days.

Notwithstanding anything to the contrary contained herein, if the lots described in subsections (a), (b) and (c), above, have not vested by July 31, 2000, then all rights with respect to such lots shall lapse. To the extent vested, this Warrant may be exercised, in part or in full, at any time prior to October 12, 2004.

2. Exercise of Warrant.

a. Exercise for Cash. The rights represented by this Warrant may be exercised by the Holder, in whole or in part (but not as to a fractional share of Common Stock), by the surrender of this Warrant (properly endorsed, if required, at the Company's principal office in Irving, Texas, or such other office or agency of the Company as the Company may designate by notice in writing to the Holder at the address of such Holder appearing on the books of the Company at any time within the period above named), and upon payment to it by certified check, bank draft or cash of the purchase price for such Shares. The Company agrees that the Shares so purchased shall have and are deemed to be issued to the Holder as the record owner of such Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for such Shares as aforesaid. Certificates for the Shares of Common Stock so purchased shall be delivered to the Holder within a reasonable time, not exceeding ten (10) days, after the rights represented by this Warrant shall have been so exercised, and, unless this Warrant has expired, a new Warrant representing the number of Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be delivered to the Holder within such time. The Company may require that any such new Warrant or any certificate for Shares purchased upon the exercise hereof bear a legend substantially similar to that which is contained on the face of this Warrant.

b. Cashless Exercise. Upon receipt of a notice of cashless exercise, the Company shall deliver to the Holder (without payment by the Holder of any exercise price) that number of Shares that is equal to the quotient obtained by dividing (x) the value of the Warrant on the date that the Warrant shall have been surrendered (determined by subtracting the aggregate exercise price for the Shares in effect on the Exercise Date from the aggregate Fair Market Value (hereinafter defined) for the Shares by (y) the Fair Market Value of one share of Common Stock. A notice of Acashless exercise@ shall state the number of Shares as to which the Warrant is being exercised. AFair Market Value@ for purposes of this Section (b) shall mean the average of the Common Stock closing prices reported by the principal exchange on which the Common Stock is traded, or the last sale prices as reported by the National Association of Securities Dealers, Inc. Automated Quotation System (ANasdaq@) National Market or SmallCap Market, as the case may be, for the ten (10) business days immediately preceding the Exercise Date or, in the event no public market shall exist for the Common Stock at the time of such cashless exercise, Fair Market Value shall mean the fair market value of the Common Stock as the same shall be determined in the good faith discretion of the Board of Directors, after full consideration of all factors then deemed relevant by such Board in establishing such value, including by way of illustration and not limitation, the per share purchase price of Common Stock or per security convertible into one share of Common Stock of the most recent sale of shares of Common Stock or securities convertible into Common Stock by the Company after the date hereof all as evidenced by the vote of a majority of the directors then in office.

2. Transferability of this Warrant. This Warrant is issued upon the following terms, to which each Holder consents and agrees:

1. Until this Warrant is transferred on the books of the Company, the Company will treat the Holder of this Warrant registered as such on the books of the Company as the absolute owner hereof for all purposes without being affected by any notice to the contrary.

1. This Warrant may not be exercised, and this Warrant and the Shares underlying this Warrant shall not be transferable, except in compliance with all applicable state and federal securities laws, regulations and orders, and with all other applicable laws, regulations and orders.
2. Prior to making any disposition of this Warrant or of any of the Shares underlying this Warrant, the Holder will give written notice to the Company describing the manner of any such proposed disposition. The Warrant may not be transferred, and the Shares may not be transferred, without the Holder obtaining an opinion of counsel satisfactory in form and substance to the Company's counsel stating that the proposed transaction will not result in a prohibited transaction under the Securities Act of 1933, as amended ("Securities Act"), and applicable Blue Sky laws. By accepting this Warrant, the Holder agrees to act in accordance with any conditions reasonably imposed on such transfer by such opinion of counsel.
3. Neither this issuance of this Warrant nor the issuance of the Shares underlying this Warrant have been registered under the Securities Act.

1. Certain Covenants of the Company. The Company covenants and agrees that all Shares which may be issued upon the exercise of the rights represented by this Warrant, upon issuance and full payment for the Shares so purchased, will be duly authorized and issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue hereof, except those that may be created by or imposed upon the Holder or its property, and without limiting the generality of the foregoing, the Company covenants and agrees that it will from time to time take all such actions as may be requisite to assure that the par value per share of the Common Stock is at all times equal to or less than the effective purchase price per share of the Common Stock issuable pursuant to this Warrant. The Company further covenants and agrees that during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved free of preemptive or other rights for the exclusive purpose of issue upon exercise of the purchase rights evidenced by this Warrant, a sufficient number of shares of its Common Stock to provide for the exercise of the rights represented by this Warrant.
2. Adjustment of Exercise Price and Number of Shares. The Exercise Price and number of Shares are subject to the following adjustments:

1. Adjustment of Exercise Price for Stock Dividend, Stock Split or Stock Combination. In the event that (i) any dividends on any class of stock of the Company payable in Common Stock or securities convertible into or exercisable for Common Stock ("Common Stock Equivalents") shall be paid by the Company, (ii) the Company shall subdivide its then outstanding shares of Common Stock into a greater number of shares, or (iii) the Company shall combine its outstanding shares of Common Stock, by reclassification or otherwise, then, in any such event, the Exercise Price in effect immediately prior to such event shall (until adjusted again pursuant hereto) be adjusted immediately after such event to a price (calculated to the nearest full cent) determined by dividing (a) the number of shares of Common Stock outstanding immediately prior to such event, multiplied by the then existing Exercise Price, by (b) the total number of shares of Common Stock outstanding immediately after such event, and the resulting quotient shall be the adjusted Exercise Price per share. No adjustment of the Exercise Price shall be made if the amount of such adjustment shall be less than $.05 per share, but in such case any adjustment that would otherwise be required then to be made shall be carried forward and shall be made at the time and together with the next subsequent adjustment which, together with any adjustment or adjustments so carried forward, shall amount to not less than $.05 per share.
2. Adjustment of Number of Shares Purchasable on Exercise of Warrants. Upon each adjustment of the Exercise Price pursuant to this Section, the Holder shall thereafter (until another such adjustment) be entitled to purchase at the adjusted Exercise Price the number of shares, calculated to the nearest full share, obtained by multiplying the number of shares specified in such Warrant (as adjusted as a result of all adjustments in the Exercise Price in effect prior to such adjustment) by the Exercise Price in effect prior to such adjustment and dividing the product so obtained by the adjusted Exercise Price.
3. Notice as to Adjustment. Upon any adjustment of the Exercise Price and any increase or decrease in the number of shares of Common Stock purchasable upon the exercise of the Warrant, then, and in each such case, the Company within thirty (30) days thereafter shall give written notice thereof, by first class mail, postage prepaid, addressed to each Holder as shown on the books of the Company, which notice shall state the adjusted Exercise Price and the increased or decreased number of shares purchasable upon the exercise of the Warrants, and shall set forth in reasonable detail the method of calculation and the facts upon which such calculation is based.
4. Effect of Reorganization, Reclassification, Merger, etc. If at any time while any Warrant is outstanding there should be any capital reorganization of the capital stock of the Company (other than the issuance of any shares of Common Stock in subdivision of outstanding shares of Common Stock by reclassification or otherwise and other than a combination of shares provided for in Section 4(a) hereof), or any consolidation or merger of the Company with another corporation, or any sale, conveyance, lease or other transfer by the Company of all or substantially all of its property to any other corporation, which is effected in such a manner that the holders of Common Stock shall be entitled to receive cash, stock, securities, or assets with respect to or in exchange for Common Stock, then, as a part of such transaction, lawful provision shall be made so that each Holder shall have the right thereafter to receive, upon the exercise hereof, the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from such consolidation or merger, or of the corporation to which the property of the Company has been sold, conveyed, leased or otherwise transferred, as the case may be, which the Holder would have been entitled to receive upon such capital reorganization, reclassification of capital stock, consolidation, merger, sale, conveyance, lease or other transfer, if such Warrant had been exercised immediately prior to such capital reorganization, reclassification of capital stock, consolidation, merger, sale, conveyance, lease or other transfer. In any such case, appropriate adjustments (as determined by the Board of Directors of the Company) shall be made in the application of the provisions set forth in this Warrant (including the adjustment of the Exercise Price and the number of Shares issuable upon the exercise of the Warrants) to the end that the provisions set forth herein shall thereafter be applicable, as near as reasonably may be, in relation to any shares or other property thereafter deliverable upon the exercise of the Warrants as if the Warrants had been exercised immediately prior to such capital reorganization, reclassification of capital stock, such consolidation, merger, sale, conveyance, lease or other transfer and the Warrant Holders had carried out the terms of the exchange as provided for by such capital reorganization, consolidation or merger. The Company shall not effect any such capital reorganization, consolidation, merger or transfer unless, upon or prior to the consummation thereof, the successor corporation or the corporation to which the property of the Company has been sold, conveyed, leased or otherwise transferred shall assume by written instrument the obligation to deliver to each Holder such shares of stock, securities, cash or property as in accordance with the foregoing provisions such Holder shall be entitled to purchase.

1. No Rights as Stockholders. This Warrant shall not entitle the Holder as such to any voting rights or other rights as a stockholder of the Company.
2. Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the State of Minnesota.
3. Amendments and Waivers. The provisions of this Warrant may not be amended, modified or supplemented, and waiver or consents to departures from the provisions hereof may not be given, unless the Company agrees in writing and has obtained the written consent of the Holders.

Notices. All notices or communications hereunder, except as herein otherwise specifically provided, shall be in writing and if sent to the Holder shall be mailed, delivered, or telefaxed and confirmed to the Holder at his or her address set forth on the records of the Company; or if sent to the Company shall be mailed, delivered, or telefaxed and confirmed to PopMail.com, inc., Suite 350, 1333 Corporate Drive, Dallas, TX 75038 or to such other address as the Company or the Holder shall notify the other as provided in this Section.

IN WITNESS WHEREOF, PopMail.com, inc. has caused this Warrant to be signed by its duly authorized officer in the date set forth above.

PopMail.com, inc.

By:______________________________

Its:______________________________

SUBSCRIPTION FORM

To be signed only upon exercise of Warrant.

The undersigned, the holder of the within Warrant, hereby irrevocably elects to exercise the purchase right represented by such Warrant for, and to purchase thereunder, ____________________ of the shares of Common Stock of PopMail.com, inc. (the "Shares") to which such Warrant relates and herewith makes payment of $_____________ therefor in cash, certified check or bank draft and requests that a certificate evidencing the Shares be delivered to, _____________________________, the address for whom is set forth below the signature of the undersigned:

Dated: ____________________

_____________________________________________ < /P>

[Signature] ______________________________ ___________________

[Printed]

_________________________________________________ _________________________________________________

[Address]

ASSIGNMENT FORM

To be signed only upon authorized transfer of Warrant.

FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto _____________________________________ the right to purchase shares of Common Stock of PopMail.com, inc. to which the within Warrant relates and appoints ____________________ attorney, to transfer said right on the books of _________________ with full power of substitution in the premises.

Dated: ____________________

_____________________________________________ < /P>

[Signature]

_________________________________________________

[Printed]

_________________________________________________ _________________________________________________

[Address]

EX-4.19

Exhibit 4.19

The Warrant and the securities issuable upon exercise of this Warrant (the "Securities") have not been registered under the Securities Act of 1933 (the "Securities Act") or under any state securities or Blue Sky laws ("Blue Sky Laws"). No transfer, sale, assignment, pledge, hypothecation or other disposition of this Warrant or the Securities or any interest therein may be made except (a) pursuant to an effective registration statement under the Securities Act and any applicable Blue Sky Laws or (b) if the Company has been furnished with both an opinion of counsel for the holder, which opinion and counsel shall be reasonably satisfactory to the Company, to the effect that no registration is required because of the availability of an exemption from registration under the Securities Act and applicable Blue Sky Laws, and assurances that the transfer, sale, assignment, pledge, hypothecation or other disposition will be made only in compliance with the conditions of any such registration or exemption.

WARRANT TO PURCHASE SHARES OF COMMON STOCK

OF POPMAIL.COM, INC.

Warrant No. MCP-9 Irving, Texas

May 22, 2000

This certifies that, for value received, BARRY GROSS, or his successors or assigns (AHolder@) is entitled to purchase from PopMail.com, inc. (the "Company") Fifty Thousand (50,000) fully paid and nonassessable shares (the "Shares") of the Company's Common Stock, $.01 par value (the "Common Stock") at any time and from time to time from the date hereof until December 1, 2004, at an exercise price of $2.00 per share (the "Exercise Price"), subject to adjustment as herein provided.

This Warrant is subject to the following provisions, terms and conditions:

1. Exercise of Warrant.

a. Exercise for Cash. The rights represented by this Warrant may be exercised by the Holder, in whole or in part (but not as to a fractional share of Common Stock), by the surrender of this Warrant (properly endorsed, if required, at the Company's principal office in Irving, Texas, or such other office or agency of the Company as the Company may designate by notice in writing to the Holder at the address of such Holder appearing on the books of the Company at any time within the period above named), and upon payment to it by certified check, bank draft or cash of the purchase price for such Shares. The Company agrees that the Shares so purchased shall have and are deemed to be issued to the Holder as the record owner of such Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for such Shares as aforesaid. Certificates for the Shares of Common Stock so purchased shall be delivered to the Holder within a reasonable time, not exceeding ten (10) days, after the rights represented by this Warrant shall have been so exercised, and, unless this Warrant has expired, a new Warrant representing the number of Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be delivered to the Holder within such time. The Company may require that any such new Warrant or any certificate for Shares purchased upon the exercise hereof bear a legend substantially similar to that which is contained on the face of this Warrant.

b. Cashless Exercise. Upon receipt of a notice of cashless exercise, the Company shall deliver to the Holder (without payment by the Holder of any exercise price) that number of Shares that is equal to the quotient obtained by dividing (x) the value of the Warrant on the date that the Warrant shall have been surrendered (determined by subtracting the aggregate exercise price for the Shares in effect on the Exercise Date from the aggregate Fair Market Value (hereinafter defined) for the Shares by (y) the Fair Market Value of one share of Common Stock. A notice of Acashless exercise@ shall state the number of Shares as to which the Warrant is being exercised. AFair Market Value@ for purposes of this Section (b) shall mean the average of the Common Stock closing prices reported by the principal exchange on which the Common Stock is traded, or the last sale prices as reported by the National Association of Securities Dealers, Inc. Automated Quotation System (ANasdaq@) National Market or SmallCap Market, as the case may be, for the ten (10) business days immediately preceding the Exercise Date or, in the event no public market shall exist for the Common Stock at the time of such cashless exercise, Fair Market Value shall mean the fair market value of the Common Stock as the same shall be determined in the good faith discretion of the Board of Directors, after full consideration of all factors then deemed relevant by such Board in establishing such value, including by way of illustration and not limitation, the per share purchase price of Common Stock or per security convertible into one share of Common Stock of the most recent sale of shares of Common Stock or securities convertible into Common Stock by the Company after the date hereof all as evidenced by the vote of a majority of the directors then in office.

2. Transferability of this Warrant. This Warrant is issued upon the following terms, to which each Holder consents and agrees:

1. Until this Warrant is transferred on the books of the Company, the Company will treat the Holder of this Warrant registered as such on the books of the Company as the absolute owner hereof for all purposes without being affected by any notice to the contrary.

1. This Warrant may not be exercised, and this Warrant and the Shares underlying this Warrant shall not be transferable, except in compliance with all applicable state and federal securities laws, regulations and orders, and with all other applicable laws, regulations and orders.
2. Prior to making any disposition of this Warrant or of any of the Shares underlying this Warrant, the Holder will give written notice to the Company describing the manner of any such proposed disposition. The Warrant may not be transferred, and the Shares may not be transferred, without the Holder obtaining an opinion of counsel satisfactory in form and substance to the Company's counsel stating that the proposed transaction will not result in a prohibited transaction under the Securities Act of 1933, as amended ("Securities Act"), and applicable Blue Sky laws. By accepting this Warrant, the Holder agrees to act in accordance with any conditions reasonably imposed on such transfer by such opinion of counsel.
3. Neither this issuance of this Warrant nor the issuance of the Shares underlying this Warrant have been registered under the Securities Act.

1. Certain Covenants of the Company. The Company covenants and agrees that all Shares which may be issued upon the exercise of the rights represented by this Warrant, upon issuance and full payment for the Shares so purchased, will be duly authorized and issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue hereof, except those that may be created by or imposed upon the Holder or its property, and without limiting the generality of the foregoing, the Company covenants and agrees that it will from time to time take all such actions as may be requisite to assure that the par value per share of the Common Stock is at all times equal to or less than the effective purchase price per share of the Common Stock issuable pursuant to this Warrant. The Company further covenants and agrees that during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved free of preemptive or other rights for the exclusive purpose of issue upon exercise of the purchase rights evidenced by this Warrant, a sufficient number of shares of its Common Stock to provide for the exercise of the rights represented by this Warrant.
2. Adjustment of Exercise Price and Number of Shares. The Exercise Price and number of Shares are subject to the following adjustments:

1. Adjustment of Exercise Price for Stock Dividend, Stock Split or Stock Combination. In the event that (i) any dividends on any class of stock of the Company payable in Common Stock or securities convertible into or exercisable for Common Stock ("Common Stock Equivalents") shall be paid by the Company, (ii) the Company shall subdivide its then outstanding shares of Common Stock into a greater number of shares, or (iii) the Company shall combine its outstanding shares of Common Stock, by reclassification or otherwise, then, in any such event, the Exercise Price in effect immediately prior to such event shall (until adjusted again pursuant hereto) be adjusted immediately after such event to a price (calculated to the nearest full cent) determined by dividing (a) the number of shares of Common Stock outstanding immediately prior to such event, multiplied by the then existing Exercise Price, by (b) the total number of shares of Common Stock outstanding immediately after such event, and the resulting quotient shall be the adjusted Exercise Price per share. No adjustment of the Exercise Price shall be made if the amount of such adjustment shall be less than $.05 per share, but in such case any adjustment that would otherwise be required then to be made shall be carried forward and shall be made at the time and together with the next subsequent adjustment which, together with any adjustment or adjustments so carried forward, shall amount to not less than $.05 per share.
2. Adjustment of Number of Shares Purchasable on Exercise of Warrants. Upon each adjustment of the Exercise Price pursuant to this Section, the Holder shall thereafter (until another such adjustment) be entitled to purchase at the adjusted Exercise Price the number of shares, calculated to the nearest full share, obtained by multiplying the number of shares specified in such Warrant (as adjusted as a result of all adjustments in the Exercise Price in effect prior to such adjustment) by the Exercise Price in effect prior to such adjustment and dividing the product so obtained by the adjusted Exercise Price.
3. Notice as to Adjustment. Upon any adjustment of the Exercise Price and any increase or decrease in the number of shares of Common Stock purchasable upon the exercise of the Warrant, then, and in each such case, the Company within thirty (30) days thereafter shall give written notice thereof, by first class mail, postage prepaid, addressed to each Holder as shown on the books of the Company, which notice shall state the adjusted Exercise Price and the increased or decreased number of shares purchasable upon the exercise of the Warrants, and shall set forth in reasonable detail the method of calculation and the facts upon which such calculation is based.
4. Effect of Reorganization, Reclassification, Merger, etc. If at any time while any Warrant is outstanding there should be any capital reorganization of the capital stock of the Company (other than the issuance of any shares of Common Stock in subdivision of outstanding shares of Common Stock by reclassification or otherwise and other than a combination of shares provided for in Section 4(a) hereof), or any consolidation or merger of the Company with another corporation, or any sale, conveyance, lease or other transfer by the Company of all or substantially all of its property to any other corporation, which is effected in such a manner that the holders of Common Stock shall be entitled to receive cash, stock, securities, or assets with respect to or in exchange for Common Stock, then, as a part of such transaction, lawful provision shall be made so that each Holder shall have the right thereafter to receive, upon the exercise hereof, the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from such consolidation or merger, or of the corporation to which the property of the Company has been sold, conveyed, leased or otherwise transferred, as the case may be, which the Holder would have been entitled to receive upon such capital reorganization, reclassification of capital stock, consolidation, merger, sale, conveyance, lease or other transfer, if such Warrant had been exercised immediately prior to such capital reorganization, reclassification of capital stock, consolidation, merger, sale, conveyance, lease or other transfer. In any such case, appropriate adjustments (as determined by the Board of Directors of the Company) shall be made in the application of the provisions set forth in this Warrant (including the adjustment of the Exercise Price and the number of Shares issuable upon the exercise of the Warrants) to the end that the provisions set forth herein shall thereafter be applicable, as near as reasonably may be, in relation to any shares or other property thereafter deliverable upon the exercise of the Warrants as if the Warrants had been exercised immediately prior to such capital reorganization, reclassification of capital stock, such consolidation, merger, sale, conveyance, lease or other transfer and the Warrant Holders had carried out the terms of the exchange as provided for by such capital reorganization, consolidation or merger. The Company shall not effect any such capital reorganization, consolidation, merger or transfer unless, upon or prior to the consummation thereof, the successor corporation or the corporation to which the property of the Company has been sold, conveyed, leased or otherwise transferred shall assume by written instrument the obligation to deliver to each Holder such shares of stock, securities, cash or property as in accordance with the foregoing provisions such Holder shall be entitled to purchase.

1. No Rights as Stockholders. This Warrant shall not entitle the Holder as such to any voting rights or other rights as a stockholder of the Company.
2. Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the State of Minnesota.
3. Amendments and Waivers. The provisions of this Warrant may not be amended, modified or supplemented, and waiver or consents to departures from the provisions hereof may not be given, unless the Company agrees in writing and has obtained the written consent of the Holders.
4. Notices. All notices or communications hereunder, except as herein otherwise specifically provided, shall be in writing and if sent to the Holder shall be mailed, delivered, or telefaxed and confirmed to the Holder at his or her address set forth on the records of the Company; or if sent to the Company shall be mailed, delivered, or telefaxed and confirmed to PopMail.com, inc., Suite 350, 1333 Corporate Drive, Dallas, TX 75038 or to such other address as the Company or the Holder shall notify the other as provided in this Section.

IN WITNESS WHEREOF, PopMail.com, inc. has caused this Warrant to be signed by its duly authorized officer in the date set forth above.

PopMail.com, inc.

By:______________________________

Its:______________________________

SUBSCRIPTION FORM

To be signed only upon exercise of Warrant.

The undersigned, the holder of the within Warrant, hereby irrevocably elects to exercise the purchase right represented by such Warrant for, and to purchase thereunder, ____________________ of the shares of Common Stock of PopMail.com, inc. (the "Shares") to which such Warrant relates and herewith makes payment of $_____________ therefor in cash, certified check or bank draft and requests that a certificate evidencing the Shares be delivered to, _____________________________, the address for whom is set forth below the signature of the undersigned:

Dated: ____________________

_____________________________________________ < /P>

[Signature]

_________________________________________________

[Printed]

_________________________________________________ _________________________________________________

[Address]

ASSIGNMENT FORM

To be signed only upon authorized transfer of Warrant.

FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto _____________________________________ the right to purchase shares of Common Stock of PopMail.com, inc. to which the within Warrant relates and appoints ____________________ attorney, to transfer said right on the books of _________________ with full power of substitution in the premises.

Dated: ____________________

_____________________________________________ < /P>

[Signature] ______________________ ___________________________

[Printed]

______________________________________________ _______ __________________________________________

[Address]

EX-4.20

Exhibit 4.20

The Warrant and the securities issuable upon exercise of this Warrant (the "Securities") have not been registered under the Securities Act of 1933 (the "Securities Act") or under any state securities or Blue Sky laws ("Blue Sky Laws"). No transfer, sale, assignment, pledge, hypothecation or other disposition of this Warrant or the Securities or any interest therein may be made except (a) pursuant to an effective registration statement under the Securities Act and any applicable Blue Sky Laws or (b) if the Company has been furnished with both an opinion of counsel for the holder, which opinion and counsel shall be reasonably satisfactory to the Company, to the effect that no registration is required because of the availability of an exemption from registration under the Securities Act and applicable Blue Sky Laws, and assurances that the transfer, sale, assignment, pledge, hypothecation or other disposition will be made only in compliance with the conditions of any such registration or exemption.

WARRANT TO PURCHASE SHARES OF COMMON STOCK

OF POPMAIL.COM, INC.

Warrant No. MCP-12 Dallas, Texas

November 14, 2000

This certifies that, for value received, METROPOLITAN CAPITAL PARTNERS, INC., or its successors or assigns (AHolder@) is entitled to purchase from PopMail.com, inc. (the "Company") Ten Thousand (10,000) fully paid and nonassessable shares (the "Shares") of the Company's Common Stock, $.01 par value (the "Common Stock") at any time and from time to time from the date hereof until December 1, 2004, at an exercise price of $1.50 per share (the "Exercise Price"), subject to adjustment as herein provided.

This Warrant is subject to the following provisions, terms and conditions:

1. Exercise of Warrant.

a. Exercise for Cash. The rights represented by this Warrant may be exercised by the Holder, in whole or in part (but not as to a fractional share of Common Stock), by the surrender of this Warrant (properly endorsed, if required, at the Company's principal office in Irving, Texas, or such other office or agency of the Company as the Company may designate by notice in writing to the Holder at the address of such Holder appearing on the books of the Company at any time within the period above named), and upon payment to it by certified check, bank draft or cash of the purchase price for such Shares. The Company agrees that the Shares so purchased shall have and are deemed to be issued to the Holder as the record owner of such Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for such Shares as aforesaid. Certificates for the Shares of Common Stock so purchased shall be delivered to the Holder within a reasonable time, not exceeding ten (10) days, after the rights represented by this Warrant shall have been so exercised, and, unless this Warrant has expired, a new Warrant representing the number of Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be delivered to the Holder within such time. The Company may require that any such new Warrant or any certificate for Shares purchased upon the exercise hereof bear a legend substantially similar to that which is contained on the face of this Warrant.

b. Cashless Exercise. Upon receipt of a notice of cashless exercise, the Company shall deliver to the Holder (without payment by the Holder of any exercise price) that number of Shares that is equal to the quotient obtained by dividing (x) the value of the Warrant on the date that the Warrant shall have been surrendered (determined by subtracting the aggregate exercise price for the Shares in effect on the Exercise Date from the aggregate Fair Market Value (hereinafter defined) for the Shares by (y) the Fair Market Value of one share of Common Stock. A notice of Acashless exercise@ shall state the number of Shares as to which the Warrant is being exercised. AFair Market Value@ for purposes of this Section (b) shall mean the average of the Common Stock closing prices reported by the principal exchange on which the Common Stock is traded, or the last sale prices as reported by the National Association of Securities Dealers, Inc. Automated Quotation System (ANasdaq@) National Market or SmallCap Market, as the case may be, for the ten (10) business days immediately preceding the Exercise Date or, in the event no public market shall exist for the Common Stock at the time of such cashless exercise, Fair Market Value shall mean the fair market value of the Common Stock as the same shall be determined in the good faith discretion of the Board of Directors, after full consideration of all factors then deemed relevant by such Board in establishing such value, including by way of illustration and not limitation, the per share purchase price of Common Stock or per security convertible into one share of Common Stock of the most recent sale of shares of Common Stock or securities convertible into Common Stock by the Company after the date hereof all as evidenced by the vote of a majority of the directors then in office.

2. Transferability of this Warrant. This Warrant is issued upon the following terms, to which each Holder consents and agrees:

1. Until this Warrant is transferred on the books of the Company, the Company will treat the Holder of this Warrant registered as such on the books of the Company as the absolute owner hereof for all purposes without being affected by any notice to the contrary.

1. This Warrant may not be exercised, and this Warrant and the Shares underlying this Warrant shall not be transferable, except in compliance with all applicable state and federal securities laws, regulations and orders, and with all other applicable laws, regulations and orders.
2. Prior to making any disposition of this Warrant or of any of the Shares underlying this Warrant, the Holder will give written notice to the Company describing the manner of any such proposed disposition. The Warrant may not be transferred, and the Shares may not be transferred, without the Holder obtaining an opinion of counsel satisfactory in form and substance to the Company's counsel stating that the proposed transaction will not result in a prohibited transaction under the Securities Act of 1933, as amended ("Securities Act"), and applicable Blue Sky laws. By accepting this Warrant, the Holder agrees to act in accordance with any conditions reasonably imposed on such transfer by such opinion of counsel.
3. Neither this issuance of this Warrant nor the issuance of the Shares underlying this Warrant have been registered under the Securities Act.

1. Certain Covenants of the Company. The Company covenants and agrees that all Shares which may be issued upon the exercise of the rights represented by this Warrant, upon issuance and full payment for the Shares so purchased, will be duly authorized and issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue hereof, except those that may be created by or imposed upon the Holder or its property, and without limiting the generality of the foregoing, the Company covenants and agrees that it will from time to time take all such actions as may be requisite to assure that the par value per share of the Common Stock is at all times equal to or less than the effective purchase price per share of the Common Stock issuable pursuant to this Warrant. The Company further covenants and agrees that during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved free of preemptive or other rights for the exclusive purpose of issue upon exercise of the purchase rights evidenced by this Warrant, a sufficient number of shares of its Common Stock to provide for the exercise of the rights represented by this Warrant.
2. Adjustment of Exercise Price and Number of Shares. The Exercise Price and number of Shares are subject to the following adjustments:

1. Adjustment of Exercise Price for Stock Dividend, Stock Split or Stock Combination. In the event that (i) any dividends on any class of stock of the Company payable in Common Stock or securities convertible into or exercisable for Common Stock ("Common Stock Equivalents") shall be paid by the Company, (ii) the Company shall subdivide its then outstanding shares of Common Stock into a greater number of shares, or (iii) the Company shall combine its outstanding shares of Common Stock, by reclassification or otherwise, then, in any such event, the Exercise Price in effect immediately prior to such event shall (until adjusted again pursuant hereto) be adjusted immediately after such event to a price (calculated to the nearest full cent) determined by dividing (a) the number of shares of Common Stock outstanding immediately prior to such event, multiplied by the then existing Exercise Price, by (b) the total number of shares of Common Stock outstanding immediately after such event, and the resulting quotient shall be the adjusted Exercise Price per share. No adjustment of the Exercise Price shall be made if the amount of such adjustment shall be less than $.05 per share, but in such case any adjustment that would otherwise be required then to be made shall be carried forward and shall be made at the time and together with the next subsequent adjustment which, together with any adjustment or adjustments so carried forward, shall amount to not less than $.05 per share.
2. Adjustment of Number of Shares Purchasable on Exercise of Warrants. Upon each adjustment of the Exercise Price pursuant to this Section, the Holder shall thereafter (until another such adjustment) be entitled to purchase at the adjusted Exercise Price the number of shares, calculated to the nearest full share, obtained by multiplying the number of shares specified in such Warrant (as adjusted as a result of all adjustments in the Exercise Price in effect prior to such adjustment) by the Exercise Price in effect prior to such adjustment and dividing the product so obtained by the adjusted Exercise Price.
3. Notice as to Adjustment. Upon any adjustment of the Exercise Price and any increase or decrease in the number of shares of Common Stock purchasable upon the exercise of the Warrant, then, and in each such case, the Company within thirty (30) days thereafter shall give written notice thereof, by first class mail, postage prepaid, addressed to each Holder as shown on the books of the Company, which notice shall state the adjusted Exercise Price and the increased or decreased number of shares purchasable upon the exercise of the Warrants, and shall set forth in reasonable detail the method of calculation and the facts upon which such calculation is based.
4. Effect of Reorganization, Reclassification, Merger, etc. If at any time while any Warrant is outstanding there should be any capital reorganization of the capital stock of the Company (other than the issuance of any shares of Common Stock in subdivision of outstanding shares of Common Stock by reclassification or otherwise and other than a combination of shares provided for in Section 4(a) hereof), or any consolidation or merger of the Company with another corporation, or any sale, conveyance, lease or other transfer by the Company of all or substantially all of its property to any other corporation, which is effected in such a manner that the holders of Common Stock shall be entitled to receive cash, stock, securities, or assets with respect to or in exchange for Common Stock, then, as a part of such transaction, lawful provision shall be made so that each Holder shall have the right thereafter to receive, upon the exercise hereof, the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from such consolidation or merger, or of the corporation to which the property of the Company has been sold, conveyed, leased or otherwise transferred, as the case may be, which the Holder would have been entitled to receive upon such capital reorganization, reclassification of capital stock, consolidation, merger, sale, conveyance, lease or other transfer, if such Warrant had been exercised immediately prior to such capital reorganization, reclassification of capital stock, consolidation, merger, sale, conveyance, lease or other transfer. In any such case, appropriate adjustments (as determined by the Board of Directors of the Company) shall be made in the application of the provisions set forth in this Warrant (including the adjustment of the Exercise Price and the number of Shares issuable upon the exercise of the Warrants) to the end that the provisions set forth herein shall thereafter be applicable, as near as reasonably may be, in relation to any shares or other property thereafter deliverable upon the exercise of the Warrants as if the Warrants had been exercised immediately prior to such capital reorganization, reclassification of capital stock, such consolidation, merger, sale, conveyance, lease or other transfer and the Warrant Holders had carried out the terms of the exchange as provided for by such capital reorganization, consolidation or merger. The Company shall not effect any such capital reorganization, consolidation, merger or transfer unless, upon or prior to the consummation thereof, the successor corporation or the corporation to which the property of the Company has been sold, conveyed, leased or otherwise transferred shall assume by written instrument the obligation to deliver to each Holder such shares of stock, securities, cash or property as in accordance with the foregoing provisions such Holder shall be entitled to purchase.

1. No Rights as Stockholders. This Warrant shall not entitle the Holder as such to any voting rights or other rights as a stockholder of the Company.
2. Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the State of Minnesota.
3. Amendments and Waivers. The provisions of this Warrant may not be amended, modified or supplemented, and waiver or consents to departures from the provisions hereof may not be given, unless the Company agrees in writing and has obtained the written consent of the Holders.
4. Notices. All notices or communications hereunder, except as herein otherwise specifically provided, shall be in writing and if sent to the Holder shall be mailed, delivered, or telefaxed and confirmed to the Holder at his or her address set forth on the records of the Company; or if sent to the Company shall be mailed, delivered, or telefaxed and confirmed to PopMail.com, inc., Suite 350, 1333 Corporate Drive, Dallas, TX 75038 or to such other address as the Company or the Holder shall notify the other as provided in this Section.

IN WITNESS WHEREOF, PopMail.com, inc. has caused this Warrant to be signed by its duly authorized officer in the date set forth above.

PopMail.com, inc.

By:______________________________

Its:______________________________

SUBSCRIPTION FORM

To be signed only upon exercise of Warrant.

The undersigned, the holder of the within Warrant, hereby irrevocably elects to exercise the purchase right represented by such Warrant for, and to purchase thereunder, ____________________ of the shares of Common Stock of PopMail.com, inc. (the "Shares") to which such Warrant relates and herewith makes payment of $_____________ therefor in cash, certified check or bank draft and requests that a certificate evidencing the Shares be delivered to, _____________________________, the address for whom is set forth below the signature of the undersigned:

Dated: ____________________

_____________________________________________ < /P>

[Signature]

_________________________________________________

[Printed]

_________________________________________________ ________ _________________________________________

[Address]

ASSIGNMENT FORM

To be signed only upon authorized transfer of Warrant.

FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto _____________________________________ the right to purchase shares of Common Stock of PopMail.com, inc. to which the within Warrant relates and appoints ____________________ attorney, to transfer said right on the books of _________________ with full power of substitution in the premises.

Dated: ____________________

_____________________________________________ < /P>

[Signature]

_________________________________________________

[Printed]

_______________________________________________ __________ _______________________________________

[Address]

EX-4.21

Exhibit 4.21

The Warrant and the securities issuable upon exercise of this Warrant (the "Securities") have not been registered under the Securities Act of 1933 (the "Securities Act") or under any state securities or Blue Sky laws ("Blue Sky Laws"). No transfer, sale, assignment, pledge, hypothecation or other disposition of this Warrant or the Securities or any interest therein may be made except (a) pursuant to an effective registration statement under the Securities Act and any applicable Blue Sky Laws or (b) if the Company has been furnished with both an opinion of counsel for the holder, which opinion and counsel shall be reasonably satisfactory to the Company, to the effect that no registration is required because of the availability of an exemption from registration under the Securities Act and applicable Blue Sky Laws, and assurances that the transfer, sale, assignment, pledge, hypothecation or other disposition will be made only in compliance with the conditions of any such registration or exemption.

WARRANT TO PURCHASE SHARES OF COMMON STOCK

OF POPMAIL.COM, INC.

Warrant No. MCP-13 Irving, Texas

November 14, 2000

This certifies that, for value received, METROPOLITAN CAPITAL PARTNERS, INC., or its successors or assigns ("Holder") is entitled to purchase from PopMail.com, inc. (the "Company") Nine Thousand (9,000) fully paid and nonassessable shares (the "Shares") of the Company's Common Stock, $.01 par value (the "Common Stock"), at any time, and from time to time, from the date hereof until October 12, 2004 (the "Warrant Exercise Period") and at an exercise price of $1.50 per shares, subject to adjustment as herein provided.

This Warrant is being issued in connection with that certain Financial Public Relations Agreement (the "Agreement") between the Company and Metropolitan Capital Partners, Inc. dated October 12, 1999, and is subject to the following provisions, terms and conditions:

1. Exercise of Warrant.

a. Exercise for Cash. The rights represented by this Warrant may be exercised by the Holder, in whole or in part (but not as to a fractional share of Common Stock), by the surrender of this Warrant (properly endorsed, if required, at the Company's principal office in Irving, Texas, or such other office or agency of the Company as the Company may designate by notice in writing to the Holder at the address of such Holder appearing on the books of the Company at any time within the period above named), and upon payment to it by certified check, bank draft or cash of the purchase price for such Shares. The Company agrees that the Shares so purchased shall have and are deemed to be issued to the Holder as the record owner of such Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for such Shares as aforesaid. Certificates for the Shares of Common Stock so purchased shall be delivered to the Holder within a reasonable time, not exceeding ten (10) days, after the rights represented by this Warrant shall have been so exercised, and, unless this Warrant has expired, a new Warrant representing the number of Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be delivered to the Holder within such time. The Company may require that any such new Warrant or any certificate for Shares purchased upon the exercise hereof bear a legend substantially similar to that which is contained on the face of this Warrant.

b. Cashless Exercise. Upon receipt of a notice of cashless exercise, the Company shall deliver to the Holder (without payment by the Holder of any exercise price) that number of Shares that is equal to the quotient obtained by dividing (x) the value of the Warrant on the date that the Warrant shall have been surrendered (determined by subtracting the aggregate exercise price for the Shares in effect on the Exercise Date from the aggregate Fair Market Value (hereinafter defined) for the Shares by (y) the Fair Market Value of one share of Common Stock. A notice of Acashless exercise@ shall state the number of Shares as to which the Warrant is being exercised. AFair Market Value@ for purposes of this Section (b) shall mean the average of the Common Stock closing prices reported by the principal exchange on which the Common Stock is traded, or the last sale prices as reported by the National Association of Securities Dealers, Inc. Automated Quotation System (ANasdaq@) National Market or SmallCap Market, as the case may be, for the ten (10) business days immediately preceding the Exercise Date or, in the event no public market shall exist for the Common Stock at the time of such cashless exercise, Fair Market Value shall mean the fair market value of the Common Stock as the same shall be determined in the good faith discretion of the Board of Directors, after full consideration of all factors then deemed relevant by such Board in establishing such value, including by way of illustration and not limitation, the per share purchase price of Common Stock or per security convertible into one share of Common Stock of the most recent sale of shares of Common Stock or securities convertible into Common Stock by the Company after the date hereof all as evidenced by the vote of a majority of the directors then in office.

2. Transferability of this Warrant. This Warrant is issued upon the following terms, to which each Holder consents and agrees:

1. Until this Warrant is transferred on the books of the Company, the Company will treat the Holder of this Warrant registered as such on the books of the Company as the absolute owner hereof for all purposes without being affected by any notice to the contrary.

1. This Warrant may not be exercised, and this Warrant and the Shares underlying this Warrant shall not be transferable, except in compliance with all applicable state and federal securities laws, regulations and orders, and with all other applicable laws, regulations and orders.
2. Prior to making any disposition of this Warrant or of any of the Shares underlying this Warrant, the Holder will give written notice to the Company describing the manner of any such proposed disposition. The Warrant may not be transferred, and the Shares may not be transferred, without the Holder obtaining an opinion of counsel satisfactory in form and substance to the Company's counsel stating that the proposed transaction will not result in a prohibited transaction under the Securities Act of 1933, as amended ("Securities Act"), and applicable Blue Sky laws. By accepting this Warrant, the Holder agrees to act in accordance with any conditions reasonably imposed on such transfer by such opinion of counsel.
3. Neither this issuance of this Warrant nor the issuance of the Shares underlying this Warrant have been registered under the Securities Act.

1. Certain Covenants of the Company. The Company covenants and agrees that all Shares which may be issued upon the exercise of the rights represented by this Warrant, upon issuance and full payment for the Shares so purchased, will be duly authorized and issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue hereof, except those that may be created by or imposed upon the Holder or its property, and without limiting the generality of the foregoing, the Company covenants and agrees that it will from time to time take all such actions as may be requisite to assure that the par value per share of the Common Stock is at all times equal to or less than the effective purchase price per share of the Common Stock issuable pursuant to this Warrant. The Company further covenants and agrees that during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved free of preemptive or other rights for the exclusive purpose of issue upon exercise of the purchase rights evidenced by this Warrant, a sufficient number of shares of its Common Stock to provide for the exercise of the rights represented by this Warrant.

4. Redemption of Warrants.

1. a. Redemption Price. The Warrants may be redeemed at the option of the Company, at any time after the date hereof following a period of 5 consecutive trading days where the per share average closing sale price of the common Stock exceeds $5.00, on notice as set forth in Section 4(b), and at a redemption price equal to $0.001 per Warrant. For purposes of this Section, the closing sale price of the Common Stock shall be determined by the closing sale price as reported by Nasdaq so long as the Common Stock is quoted on Nasdaq and, if the Common Stock is listed on a national securities exchange, shall be determined by the last reported sale price on the primary exchange on which the Common Stock is traded.

b. Notice of Redemption. In the case of any redemption of Warrants, the Company shall give notice of such redemption to the holders of the Warrants to be redeemed as hereinafter provided in this Section 4(b). Notice of redemption to the holders of Warrants shall be given by mailing by first-class mail a notice of such redemption not less than 30 days prior to the date fixed for redemption. Any notice which is given in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the holder receives the notice. In any case, failure duly to give such notice, or any defect in such notice, to the holder of any Warrant shall not affect the validity of the proceedings for the redemption of Warrants represented by any other Warrant. Each such notice shall specify the date fixed for redemption, the place of redemption and the redemption price of $0.001 at which each Warrant is to be redeemed, and shall state the payment of the redemption price of the Warrants will be made on surrender of the Warrants at such place of redemption, and that is not exercised by the close of business on the date fixed for redemption, the exercise rights of the Warrants identified for redemption shall expire unless extended by the Company. Such notice shall also state the current Exercise Price and the date on which the right to exercise the Warrants will expire unless extended by the Company.

c. Payment of Warrants on Redemption: Deposit of Redemption Price. If notice of redemption shall have been given as provided in Section 4(b), the redemption price of $0.001 per Warrant shall, unless the Warrant is theretofore exercised pursuant to the terms hereof, become due and payable on the date and at the place stated in such notice. On and after such date of redemption, the exercise rights of the Warrants identified for redemption shall expire. On presentation and surrender of Warrants at such place of payment in such notice specified, the Warrants identified for redemption shall be paid and redeemed at the redemption price of $0.001 per Warrant.

5. Adjustment of Exercise Price and Number of Shares. The Exercise Price and number of Shares are subject to the following adjustments:

1. Adjustment of Exercise Price for Stock Dividend, Stock Split or Stock Combination. In the event that (i) any dividends on any class of stock of the Company payable in Common Stock or securities convertible into or exercisable for Common Stock ("Common Stock Equivalents") shall be paid by the Company, (ii) the Company shall subdivide its then outstanding shares of Common Stock into a greater number of shares, or (iii) the Company shall combine its outstanding shares of Common Stock, by reclassification or otherwise, then, in any such event, the Exercise Price in effect immediately prior to such event shall (until adjusted again pursuant hereto) be adjusted immediately after such event to a price (calculated to the nearest full cent) determined by dividing (a) the number of shares of Common Stock outstanding immediately prior to such event, multiplied by the then existing Exercise Price, by (b) the total number of shares of Common Stock outstanding immediately after such event, and the resulting quotient shall be the adjusted Exercise Price per share. No adjustment of the Exercise Price shall be made if the amount of such adjustment shall be less than $.05 per share, but in such case any adjustment that would otherwise be required then to be made shall be carried forward and shall be made at the time and together with the next subsequent adjustment which, together with any adjustment or adjustments so carried forward, shall amount to not less than $.05 per share.
2. Adjustment of Number of Shares Purchasable on Exercise of Warrants. Upon each adjustment of the Exercise Price pursuant to this Section, the Holder shall thereafter (until another such adjustment) be entitled to purchase at the adjusted Exercise Price the number of shares, calculated to the nearest full share, obtained by multiplying the number of shares specified in such Warrant (as adjusted as a result of all adjustments in the Exercise Price in effect prior to such adjustment) by the Exercise Price in effect prior to such adjustment and dividing the product so obtained by the adjusted Exercise Price.
3. Notice as to Adjustment. Upon any adjustment of the Exercise Price and any increase or decrease in the number of shares of Common Stock purchasable upon the exercise of the Warrant, then, and in each such case, the Company within thirty (30) days thereafter shall give written notice thereof, by first class mail, postage prepaid, addressed to each Holder as shown on the books of the Company, which notice shall state the adjusted Exercise Price and the increased or decreased number of shares purchasable upon the exercise of the Warrants, and shall set forth in reasonable detail the method of calculation and the facts upon which such calculation is based.
4. Effect of Reorganization, Reclassification, Merger, etc. If at any time while any Warrant is outstanding there should be any capital reorganization of the capital stock of the Company (other than the issuance of any shares of Common Stock in subdivision of outstanding shares of Common Stock by reclassification or otherwise and other than a combination of shares provided for in Section 4(a) hereof), or any consolidation or merger of the Company with another corporation, or any sale, conveyance, lease or other transfer by the Company of all or substantially all of its property to any other corporation, which is effected in such a manner that the holders of Common Stock shall be entitled to receive cash, stock, securities, or assets with respect to or in exchange for Common Stock, then, as a part of such transaction, lawful provision shall be made so that each Holder shall have the right thereafter to receive, upon the exercise hereof, the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from such consolidation or merger, or of the corporation to which the property of the Company has been sold, conveyed, leased or otherwise transferred, as the case may be, which the Holder would have been entitled to receive upon such capital reorganization, reclassification of capital stock, consolidation, merger, sale, conveyance, lease or other transfer, if such Warrant had been exercised immediately prior to such capital reorganization, reclassification of capital stock, consolidation, merger, sale, conveyance, lease or other transfer. In any such case, appropriate adjustments (as determined by the Board of Directors of the Company) shall be made in the application of the provisions set forth in this Warrant (including the adjustment of the Exercise Price and the number of Shares issuable upon the exercise of the Warrants) to the end that the provisions set forth herein shall thereafter be applicable, as near as reasonably may be, in relation to any shares or other property thereafter deliverable upon the exercise of the Warrants as if the Warrants had been exercised immediately prior to such capital reorganization, reclassification of capital stock, such consolidation, merger, sale, conveyance, lease or other transfer and the Warrant Holders had carried out the terms of the exchange as provided for by such capital reorganization, consolidation or merger. The Company shall not effect any such capital reorganization, consolidation, merger or transfer unless, upon or prior to the consummation thereof, the successor corporation or the corporation to which the property of the Company has been sold, conveyed, leased or otherwise transferred shall assume by written instrument the obligation to deliver to each Holder such shares of stock, securities, cash or property as in accordance with the foregoing provisions such Holder shall be entitled to purchase.

1. No Rights as Stockholders. This Warrant shall not entitle the Holder as such to any voting rights or other rights as a stockholder of the Company.
2. Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the State of Minnesota.
3. Amendments and Waivers. The provisions of this Warrant may not be amended, modified or supplemented, and waiver or consents to departures from the provisions hereof may not be given, unless the Company agrees in writing and has obtained the written consent of the Holders.
4. Notices. All notices or communications hereunder, except as herein otherwise specifically provided, shall be in writing and if sent to the Holder shall be mailed, delivered, or telefaxed and confirmed to the Holder at his or her address set forth on the records of the Company; or if sent to the Company shall be mailed, delivered, or telefaxed and confirmed to PopMail.com, inc., Suite 350, 1333 Corporate Drive, Irving, TX 75038 or to such other address as the Company or the Holder shall notify the other as provided in this Section.

IN WITNESS WHEREOF, PopMail.com, inc. has caused this Warrant to be signed by its duly authorized officer in the date set forth above.

PopMail.com, inc.

By:______________________________

Its:______________________________

SUBSCRIPTION FORM

To be signed only upon exercise of Warrant.

The undersigned, the holder of the within Warrant, hereby irrevocably elects to exercise the purchase right represented by such Warrant for, and to purchase thereunder, ____________________ of the shares of Common Stock of PopMail.com, inc. (the "Shares") to which such Warrant relates and herewith makes payment of $_____________ therefor in cash, certified check or bank draft and requests that a certificate evidencing the Shares be delivered to, _____________________________, the address for whom is set forth below the signature of the undersigned:

Dated: ____________________

_____________________________________________

[Signature]

_____________________________________________

[Printed]

_____________________________________________

_____________________________________________

[Address]

ASSIGNMENT FORM

To be signed only upon authorized transfer of Warrant.

FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto _____________________________________ the right to purchase shares of Common Stock of PopMail.com, inc. to which the within Warrant relates and appoints ____________________ attorney, to transfer said right on the books of _________________ with full power of substitution in the premises.

Dated: ____________________

____________________________________________

[Signature]

_____________________________________________

[Printed]

_____________________________________________

_____________________________________________

[Address]

EX-4.28

EXHIBIT 4.28

Schedule identifying material details of warrants issued by the Company substantially identical to the Warrant filed in Exhibit 4.27

NOTE: All share amounts and exercise prices reflect pre-split values.

Date				Warrant	Number		Exercise Price
Issued	Warrant Holder		No.	of Shares	Expiration Date

1/19/00	Gulfstream Financial	99-1	700,000   	Exercise Price: $2.00
	Partners, LLC					Expires: 1/19/05
							Cancelled

1/19/00	Blake Capital Partners	99-2	250,000		Exercise Price:  $2.00
							Expires:  1/19/2005
							Cancelled

1/19/00	Wayne W. Mills		99-3	500,000		Exercise Price:  $2.00
							Cancelled
							Expires:  1/19/2005

1/19/00	Continental Holdings	99-4	350,000		Exercise Price:  $2.00
							Expires:  1/19/2005

1/19/00	Ralph H. Grills, Jr.	99-5	100,000   	Exercise Price:  $2.00
							Expires:  1/19/2005

1/19/00	Barry Hollander		99-6	100,000		Exercise Price:  $2.00
							Expires:  1/19/2005

1/19/00	McCandish Partners	99-7	50,000		Exercise Price:  $2.00
							Expires:  1/19/2005

1/19/00	Falconberg Corporation	99-8	250,000		Exercise Price:  $2.00
							Cancelled
							Expires:  1/19/2005
							Transferred balance to 99-11

1/19/00	US Bank Trust, NA	99-9	25,000		Exercise Price:  $2.00
Trustee FBO William M. Mower IRA			Expires:  1/19/2005
							Transferred balance to 99-12

1/19/00	William M. Mower	99-10	25,000		Exercise Price:  $2.00
							Cancelled
							Expires:  1/19/2005





















EX-4.31
11
exh431.htm
EXHIBIT











EXHIBIT 4.31


Schedule identifying material details of warrants issued by the Company
Substantially identical to the Warrant filed in Exhibit 4.30

DATE				WARRANT	NUMBER OF		EXERCISE PRICE
ISSUED	WARRANT HOLDER		NO.	SHARES		EXPIRATION DATE

1/31/00	Leonard H. Timmel		E-1	50,000		Exercise price:  $3.00
							Expires:  1/31/2003

1/31/00	Satya P. Garg		E-2	100,000		Exercise price:  $3.00
							Expires:  1/31/2003




NOTE:  All share amounts and exercise prices reflect pre-split values.























EX-4.33
12
exh433.htm
EXHIBIT











EXHIBIT 4.33

Schedule identifying material details of warrants issued by the Company
Substantially identical to the Warrant filed in Exhibit 4.32

NOTE:  All share amounts and exercise prices reflect pre-split values.



  DATE           WARRANT HOLDER              WARRANT        NUMBER OF   EXERCISE PRICE/
  ISSUED                                     NO.            SHARES      EXPIRATION DATE/
                                                                        STATUS


   2/9/2000      Timothy I. Maudlin          2000-1         66,667      Exercise price $3.00
                                                                        Expires 2/9/2005
                                                                        CANCELLED

   2/9/2000      Richard C. Lockwood         2000-2         100,000     Exercise price $3.00
                                                         (Originally    Expires 2/9/2005
                                                           200,000)     PARTIALLY EXERCISED

   2/9/2000      Jeffrey I. Werbalowsky      2000-3         100,000     Exercise price $3.00
                                                                        Expires 2/9/2005
                                                                        CANCELLED

   2/9/2000      Opportune Investments       2000-4         373,333     Exercise price $3.00
                                                                        Expires 2/9/2005

   2/9/2000      Steven A. Lyman             2000-5         22,222      Exercise price $3.00
                                                                        Expires 2/9/2005

   2/9/2000      Jerry Ruyan                 2000-6         44,444      Exercise price $3.00
                                                                        Expires 2/9/2005

   2/9/2000      Edward Hayes                2000-7         10,000      Exercise price $3.00
                                                                        Expires 2/9/2005

   2/9/2000      Scott and Francis Lee Free, 2000-8         22,222      Exercise price $3.00
                 trustees of the Free Family                            Expires 2/9/2005
                 Trust dated 2/10/67

   2/9/2000      Robert Seiler               2000-9         44,444      Exercise price $3.00
                                                                        Expires 2/9/2005

   2/9/2000      Arthur Engel Trust 1988     2000-10        222,222     Exercise price $3.00
                                                                        Expires 2/9/2005

   2/9/2000      Warner C. Lusardi Family    2000-11        111,111     Exercise price $3.00
                 Trust                                                  Expires 2/9/2005

   2/9/2000      Mary Kirtz                  2000-12         50,000     Exercise price $3.00
                                                                        Expires 2/9/2005

   2/9/2000      Christopher D. Snell        2000-13         20,000     Exercise price $3.00
                                                                        Expires 2/9/2005

   2/9/2000      Gregory P. Mills Trust      2000-14         10,000     Exercise price $3.00
                                                                        Expires 2/9/2005

   2/9/2000      Robert and Ellen Deutschman 2000-15         22,500     Exercise price $3.00
                 Family Trust                             (originally   Expires 2/9/2005
                                                            30,000)     PARTIALLY EXERCISED

   2/9/2000      Stephen C. Particia A. Tadolini 2000-16     10,000     Exercise price $3.00
                                                                        Expires 2/9/2005

   2/9/2000      Barry Nussbaum              2000-17         38,888     Exercise price $3.00
                                                                        Expires 2/9/2005

   2/9/2000      Dean and Kathy L. Mills     2000-18         10,000     Exercise price $3.00
                                                                        Expires 2/9/2005

    2/9/2000      George M. Nix              2000-19         10,000     Exercise price $3.00
                                                                        Expires 2/9/2005

   2/9/2000      US Bank Trust, NA Trustee   2000-20         37,500     Exercise price $3.00
                 FBO Bruce D.Leduc                         (Originally  Expires 2/9/2005
                                                             50,000)    PARTIALLY EXERCISED

   2/9/2000      Bruce Leduc                 2000-21         18,750     Exercise price $3.00
                                                          (Originally   Expires 2/9/2005
                                                            25,000)     PARTIALLY EXERCISED

   2/9/2000      Michael A. Bird             2000-22         20,000     Exercise price $3.00
                                                                        Expires 2/9/2005

   2/9/2000      CO Right Investments, Inc.  2000-23        444,444     Exercise price $3.00
                                                                        Expires 2/9/2005

   2/9/2000      A. Larry Katz               2000-25         44,444     Exercise price $3.00
                                                                        Expires 2/9/2005

   2/9/2000      Gerald W. and Sandra L. Rogers 2000-26      10,000     Exercise price $3.00
                                                                        Expires 2/9/2005

   2/9/2000      Fortman Cline AG            2000-27        222,000     Exercise price $3.00
                                                                        Expires 2/9/2005

   2/9/2000      CLB Investments Corp.       2000-28         37,500     Exercise price $3.00
                                                          (Originally   Expires 2/9/2005
                                                             50,000)    PARTIALLY EXERCISED

   2/9/2000      Stephen Marcus              2000-29        226,167     Exercise price $3.00
                                                                        Expires 2/9/2005

  2/9/2000       Ronald D. Berst             2000-30         50,000     Exercise price $3.00
                                                                        Expires 2/9/2005

  2/9/2000       Albert Swafford             2000-31         50,000     Exercise price $3.00
                                                                        Expires 2/9/2005

  2/9/2000       Egre Lewallen               2000-34         50,000     Exercise price $3.00
                                                                        Expires 2/9/2005





















EX-4.50
13
exh450.htm
EXHIBIT












Exhibit 4.50

The Warrant and the securities issuable upon exercise of this Warrant (the
"Securities") have not been registered under the Securities Act of
1933 (the "Securities Act") or under any state securities or Blue Sky
laws ("Blue Sky Laws").  No transfer, sale, assignment, pledge,
hypothecation or other disposition of this Warrant or the Securities or any
interest therein may be made except (a) pursuant to an effective registration
statement under the Securities Act and any applicable Blue Sky Laws or (b) if
the Company has been furnished with both an opinion of counsel for the holder,
which opinion and counsel shall be reasonably satisfactory to the Company, to
the effect that no registration is required because of the availability of an
exemption from registration under the Securities Act and applicable Blue Sky
Laws, and assurances that the transfer, sale, assignment, pledge, hypothecation
or other disposition will be made only in compliance with the conditions of any
such registration or exemption.

WARRANT TO PURCHASE SHARES OF COMMON STOCK
OF POPMAIL.COM, INC.

Warrant No. I-1				          	Irving, Texas
								December 20, 2000

This certifies that, for value received, Infinity Advisors,
Inc. or its successors or assigns (AHolder@) is entitled to purchase from
PopMail.com, inc. (the "Company") One Hundred Thousand (100,000) fully
paid and nonassessable shares (the "Shares") of the Company's Common
Stock, $.01 par value (the "Common Stock") at any time and from time
to time from the date hereof until December 20, 2005, at an exercise price of
$0.20 per share (the "Exercise Price"), subject to adjustment as
herein provided.

This Warrant is subject to the following provisions, terms
and conditions:

1.	Exercise of Warrant.  The rights represented by this Warrant
may be exercised by the Holder, in whole or in part (but not as to a fractional
share of Common Stock), by the surrender of this Warrant (properly endorsed, if
required, at the Company's principal office in Irving, Texas, or such other
office or agency of the Company as the Company may designate by notice in
writing to the Holder at the address of such Holder appearing on the books of
the Company at any time within the period above named), and upon payment to it
by certified check, bank draft or cash of the purchase price for such Shares.
The Company agrees that the Shares so purchased shall have and are deemed to be
issued to the Holder as the record owner of such Shares as of the close of
business on the date on which this Warrant shall have been surrendered and
payment made for such Shares as aforesaid.  Certificates for the Shares of
Common Stock so purchased shall be delivered to the Holder within a reasonable
time, not exceeding ten (10) days, after the rights represented by this Warrant
shall have been so exercised, and, unless this Warrant has expired, a new
Warrant representing the number of Shares, if any, with respect to which this
Warrant shall not then have been exercised shall also be delivered to the Holder
within such time.  The Company may require that any such new Warrant or any
certificate for Shares purchased upon the exercise hereof bear a legend
substantially similar to that which is contained on the face of this
Warrant.


2.	Transferability of this Warrant.  This Warrant
is issued upon the following terms, to which each Holder consents and
agrees:




	Until this Warrant is transferred on the books of the
Company, the Company will treat the Holder of this Warrant registered as such on
the books of the Company as the absolute owner hereof for all purposes without
being affected by any notice to the contrary.









This Warrant may not be exercised, and this Warrant and
the Shares underlying this Warrant shall not be transferable, except in
compliance with all applicable state and federal securities laws, regulations
and orders, and with all other applicable laws, regulations and
orders.	
Prior to making any disposition of this Warrant or of any
of the Shares underlying this Warrant, the Holder will give written notice to
the Company describing the manner of any such proposed disposition.  The Warrant
may not be transferred, and the Shares may not be transferred, without the
Holder obtaining an opinion of counsel satisfactory in form and substance to the
Company's counsel stating that the proposed transaction will not result in a
prohibited transaction under the Securities Act of 1933, as amended
("Securities Act"), and applicable Blue Sky laws.  By accepting this
Warrant, the Holder agrees to act in accordance with any conditions reasonably
imposed on such transfer by such opinion of counsel.
Neither this issuance of this Warrant nor the issuance of
the Shares underlying this Warrant have been registered under the Securities
Act.








Certain Covenants of the Company.  The Company
covenants and agrees that all Shares which may be issued upon the exercise of
the rights represented by this Warrant, upon issuance and full payment for the
Shares so purchased, will be duly authorized and issued, fully paid and
nonassessable and free from all taxes, liens and charges with respect to the
issue hereof, except those that may be created by or imposed upon the Holder or
its property, and without limiting the generality of the foregoing, the Company
covenants and agrees that it will from time to time take all such actions as may
be requisite to assure that the par value per share of the Common Stock is at
all times equal to or less than the effective purchase price per share of the
Common Stock issuable pursuant to this Warrant.  The Company further covenants
and agrees that during the period within which the rights represented by this
Warrant may be exercised, the Company will at all times have authorized and
reserved free of preemptive or other rights for the exclusive purpose of issue
upon exercise of the purchase rights evidenced by this Warrant, a sufficient
number of shares of its Common Stock to provide for the exercise of the rights
represented by this Warrant.
Adjustment of Exercise Price and Number of Shares.
The Exercise Price and number of Shares are subject to the following
adjustments:







	Adjustment of Exercise Price for Stock Dividend,
Stock Split or Stock Combination.   In the event that (i) any dividends on
any class of stock of the Company payable in Common Stock or securities
convertible into or exercisable for Common Stock ("Common Stock
Equivalents") shall be paid by the Company, (ii) the Company shall
subdivide its then outstanding shares of Common Stock into a greater number of
shares, or (iii) the Company shall combine its outstanding shares of Common
Stock, by reclassification or otherwise, then, in any such event, the Exercise
Price in effect immediately prior to such event shall (until adjusted again
pursuant hereto) be adjusted immediately after such event to a price (calculated
to the nearest full cent) determined by dividing (a) the number of shares of
Common Stock outstanding immediately prior to such event, multiplied by the then
existing Exercise Price, by (b) the total number of shares of Common Stock
outstanding immediately after such event, and the resulting quotient shall be
the adjusted Exercise Price per share.  No adjustment of the Exercise Price
shall be made if the amount of such adjustment shall be less than $.05 per
share, but in such case any adjustment that would otherwise be required then to
be made shall be carried forward and shall be made at the time and together with
the next subsequent adjustment which, together with any adjustment or
adjustments so carried forward, shall amount to not less than $.05 per
share.
	Adjustment of Number of Shares Purchasable on
Exercise of Warrants.  Upon each adjustment of the Exercise Price pursuant
to this Section, the Holder shall thereafter (until another such adjustment) be
entitled to purchase at the adjusted Exercise Price the number of shares,
calculated to the nearest full share, obtained by multiplying the number of
shares specified in such Warrant (as adjusted as a result of all adjustments in
the Exercise Price in effect prior to such adjustment) by the Exercise Price in
effect prior to such adjustment and dividing the product so obtained by the
adjusted Exercise Price.
	Notice as to Adjustment.  Upon any adjustment
of the Exercise Price and any increase or decrease in the number of shares of
Common Stock purchasable upon the exercise of the Warrant, then, and in each
such case, the Company within thirty (30) days thereafter shall give written
notice thereof, by first class mail, postage prepaid, addressed to each Holder
as shown on the books of the Company, which notice shall state the adjusted
Exercise Price and the increased or decreased number of shares purchasable upon
the exercise of the Warrants, and shall set forth in reasonable detail the
method of calculation and the facts upon which such calculation is
based.
	Effect of Reorganization, Reclassification,
Merger, etc.  If at any time while any Warrant is outstanding there should
be any capital reorganization of the capital stock of the Company (other than
the issuance of any shares of Common Stock in subdivision of outstanding shares
of Common Stock by reclassification or otherwise and other than a combination of
shares provided for in Section 4(a) hereof), or any consolidation or merger of
the Company with another corporation, or any sale, conveyance, lease or other
transfer by the Company of all or substantially all of its property to any other
corporation, which is effected in such a manner that the holders of Common Stock
shall be entitled to receive cash, stock, securities, or assets with respect to
or in exchange for Common Stock, then, as a part of such transaction, lawful
provision shall be made so that each Holder shall have the right thereafter to
receive, upon the exercise hereof, the number of shares of stock or other
securities or property of the Company, or of the successor corporation resulting
from such consolidation or merger, or of the corporation to which the property
of the Company has been sold, conveyed, leased or otherwise transferred, as the
case may be, which the Holder would have been entitled to receive upon such
capital reorganization, reclassification of capital stock, consolidation,
merger, sale, conveyance, lease or other transfer, if such Warrant had been
exercised immediately prior to such capital reorganization, reclassification of
capital stock, consolidation, merger, sale, conveyance, lease or other transfer.
In any such case, appropriate adjustments (as determined by the Board of
Directors of the Company) shall be made in the application of the provisions set
forth in this Warrant (including the adjustment of the Exercise Price and the
number of Shares issuable upon the exercise of the Warrants) to the end that the
provisions set forth herein shall thereafter be applicable, as near as
reasonably may be, in relation to any shares or other property thereafter
deliverable upon the exercise of the Warrants as if the Warrants had been
exercised immediately prior to such capital reorganization, reclassification of
capital stock, such consolidation, merger, sale, conveyance, lease or other
transfer and the Warrant Holders had carried out the terms of the exchange as
provided for by such capital reorganization, consolidation or merger.  The
Company shall not effect any such capital reorganization, consolidation, merger
or transfer unless, upon or prior to the consummation thereof, the successor
corporation or the corporation to which the property of the Company has been
sold, conveyed, leased or otherwise transferred shall assume by written
instrument the obligation to deliver to each Holder such shares of stock,
securities, cash or property as in accordance with the foregoing provisions such
Holder shall be entitled to purchase.







No Rights as Stockholders.  This Warrant shall not
entitle the Holder as such to any voting rights or other rights as a stockholder
of the Company. 
Company Redemption Option. Notwithstanding
anything to the contrary contained in this Warrant, following the effectiveness
of the Registration Statement, the Company's Board of Directors shall have the
right to redeem the Warrant at a redemption price of $.01 per Share if the
average closing price of the Company's Common Stock for any ten (10) consecutive
trading days is at least $3.00 per share (as appropriately adjusted for stock
splits, stock dividends and combinations). Notice of redemption to the Holder
shall be given by mailing via first class mail a notice of such redemption not
less than thirty (30) days prior to the date fixed for redemption.  Any notice
given in the manner described above shall be conclusively presumed to have been
given whether or not the Holder receives the notice.

Governing Law.  This Warrant shall be governed by
and construed in accordance with the laws of the State of Minnesota.

Amendments and Waivers.  The provisions of this
Warrant may not be amended, modified or supplemented, and waiver or consents to
departures from the provisions hereof may not be given, unless the Company
agrees in writing and has obtained the written consent of the Holders.



Notices.  All notices or communications hereunder,
except as herein otherwise specifically provided, shall be in writing and if
sent to the Holder shall be mailed, delivered, or telefaxed and confirmed to the
Holder at his or her address set forth on the records of the Company; or if sent
to the Company shall be mailed, delivered, or telefaxed and confirmed to
PopMail.com, inc., 1333 Corporate Drive, Suite 350, Irving, TX 75038  or to such
other address as the Company or the Holder shall notify the other as provided in
this Section.






	IN WITNESS WHEREOF, PopMail.com, inc. has caused this Warrant to be
signed by its duly authorized officer in the date set forth above.











							PopMail.com, inc.



							By:______________________________
							Its:______________________________












SUBSCRIPTION FORM

	To be signed only upon exercise of Warrant.

	The undersigned, the holder of the within Warrant, hereby irrevocably
elects to exercise the purchase right represented by such Warrant for, and to
purchase thereunder, ____________________ of the shares of Common Stock of
PopMail.com, inc. (the "Shares")  to which such Warrant relates and
herewith makes payment of $_____________ therefor in cash, certified check or
bank draft and requests that a certificate evidencing the Shares be delivered
to, _____________________________, the address for whom is set forth below the
signature of the undersigned:

Dated: ____________________
	_____________________________________________	

						[Signature]
	_________________________________________________
						[Printed]
	_________________________________________________				________
_________________________________________
						[Address]

ASSIGNMENT FORM

	To be signed only upon authorized transfer of Warrant.

	FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers
unto _____________________________________ the right to purchase shares of
Common Stock of PopMail.com, inc. to which the within Warrant relates and
appoints ____________________ attorney, to transfer said right on the books of
_________________ with full power of substitution in the premises.

Dated: ____________________
	_____________________________________________	

						[Signature]
	_________________________________________________
						[Printed]
	_________________________________________________				________
_________________________________________
						[Address]



















EX-4.51
14
exh451.htm
EXHIBIT












Exhibit 4.51
Schedule of Warrants Issued
(I Series and RMR Series)


DATE                                    WARRANT         NUMBER OF       EXERCISE PRICE
ISSUED          WARRANT HOLDER          NO.             SHARES          EXPIRATION DATE

12/12/00        Infinity Advisors, Inc. I-1             100,000         Exercise Price: $0.20
                                                                        Expires: 12/12/05

12/12/00        Infinity Advisors, Inc. I-2             100,000         Exercise Price: $0.01
                                                                        Expires: 12/12/05

12/20/00        RMSI Investments        RMR-1           100,000         Exercise Price: $0.20
                                                                        Expires: 12/20/05

12/20/00        RMSI Investments        RMR-2           100,000         Exercise Price: $0.01
                                                                        Expires: 12/20/05



















EX-4.52
15
exh452.htm
EXHIBIT












Exhibit 4.52
The Warrant and the securities issuable
upon exercise of this Warrant (the "Securities") have not been
registered under the Securities Act of 1933 (the "Securities Act") or
under any state securities or Blue Sky laws ("Blue Sky Laws").  No
transfer, sale, assignment, pledge, hypothecation or other disposition of this
Warrant or the Securities or any interest therein may be made except pursuant to
(a)  an effective registration statement under the Securities Act and any
applicable Blue Sky Laws or (b) an opinion of counsel for the holder, which
opinion and counsel shall be reasonably satisfactory to the Company, to the
effect that no registration is required because of the availability of an
exemption from registration under the Securities Act.

	WARRANT TO PURCHASE SHARES OF COMMON STOCK

	OF POPMAIL.COM, INC.

Warrant No. JB-1	Irving, Texas
	December 8, 2000

This certifies that, for value received, JBII Corporation, a
Delaware corporation, or its successors or assigns ("Holder"), is
entitled to purchase from PopMail.com, Inc. (the "Company") eight
hundred forty thousand (840,000) fully paid and nonassessable shares (the
"Shares") of the Company's Common Stock, $.01 par value (the
"Common Stock"), at any time and from time to time from the date
hereof until March 15, 2002 (the "Warrant Exercise Period"), at an
exercise price of $0.01 per share (the "Exercise Price"), subject to
adjustment as herein provided.  All cash proceeds in excess of $300,000
generated by Holder upon sale or transfer of the Shares (net of any and all
reasonable costs, expenses, and obligations incurred by Holder in enforcing its
rights under this Warrant, exercising this Warrant, or selling or transferring
the Shares, including but not limited to any taxes, discounts, commissions, and
attorneys' fees), shall be remitted by Holder to the Company.

This Warrant is subject to the following provisions, terms
and conditions:

1.	Exercise of Warrant. 


	(a)	Exercise for Cash.	The rights
represented by this Warrant may be exercised by the Holder, in whole or in part
(but not as to a fractional share of Common Stock), during the Warrant Exercise
Period by the surrender of this Warrant (properly endorsed, if required, at the
Company's principal office in Irving, Texas, or such other office or agency of
the Company as the Company may designate by notice in writing to the Holder at
the address of such Holder appearing on the books of the Company at any time
within the period above named), and upon payment to the Company by certified
check, bank draft or cash of the purchase price for such Shares.  The Company
agrees that the Shares so purchased shall have and are deemed to be issued to
the Holder as the record owner of such Shares as of the close of business on the
date on which this Warrant shall have been surrendered and payment made for such
Shares as aforesaid.  Certificates for the Shares of Common Stock so purchased
shall be delivered to the Holder within a reasonable time, not exceeding ten
(10) days, after the rights represented by this Warrant shall have been so
exercised, and, unless this Warrant has expired, a new Warrant representing the
number of Shares, if any, with respect to which this Warrant shall not then have
been exercised shall also be delivered to the Holder within such time.  The
Company may require that any such new Warrant or any certificate for Shares
purchased upon the exercise hereof bear a legend substantially similar to that
which is contained on the face of this Warrant.

	b.	Cashless Exercise. Upon receipt of a notice of cashless
exercise, the Company shall deliver to the Holder (without payment by the Holder
of any exercise price) that number of Shares that is equal to the quotient
obtained by dividing (x) the value of the portion of the Warrant to be exercised
on the date that the Warrant shall have been surrendered (determined by
subtracting the aggregate exercise price in effect on the Exercise Date for the
number of Shares to be purchased upon exercise from the aggregate Fair Market
Value (hereinafter defined) for such Shares) by (y) the Fair Market Value of one
share of Common Stock. A notice of "cashless exercise" shall state the
number of Shares as to which the Warrant is being exercised. "Fair Market
Value" for purposes of this Section (b) shall mean the average of the
Common Stock closing prices reported by the principal exchange on which the
Common Stock is traded, or the last sale prices as reported by the Nasdaq
National Market or SmallCap Market, as the case may be, for the ten (10)
business days immediately preceding the Exercise Date or, in the event no public
market shall exist for the Common Stock at the time of such cashless exercise,
Fair Market Value shall mean the fair market value of the Common Stock as the
same shall be determined in the good faith discretion of the Board of Directors,
after full consideration of all factors then deemed relevant by such Board in
establishing such value, including by way of illustration and not limitation,
the per share purchase price of Common Stock or per security convertible into
one share of Common Stock of the most recent sale of shares of Common Stock or
securities convertible into Common Stock by the Company after the date hereof
all as evidenced by the vote of a majority of the directors then in office.
2.	Representations and Warranties of the
Company.   All corporate action on the part of the Company, its
officers, directors and shareholders necessary for the authorization, sale,
issuance and delivery of the Warrant, the Shares issuable on conversion or
exercise thereof, and the performance of all obligations of the Company
hereunder and thereunder has been taken or will be taken prior to the delivery
of this Warrant.  The execution and delivery of this Warrant, the consummation
of the transactions herein contemplated, and the compliance with the terms and
provisions of this Warrant do not and will not conflict with, or result in the
breach of, or constitute a default or an event permitting acceleration under,
the Articles of Incorporation or Bylaws of the Company, or any stock purchase
agreement, shareholder agreement, note, bank loan, credit agreement, license,
lease, or any other agreement, understanding, instrument, judgment, decree,
order, statute, rule, or regulation to which the Company is a party or by which
it is bound.  The Warrant, when executed and delivered by the Company, shall
constitute valid and legally binding obligations of the Company, enforceable
against the Company in accordance with their terms except as limited by
applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance, and other laws of general application affecting enforcement of
creditors' rights generally, as limited by laws relating to the availability of
specific performance, injunctive relief, or other equitable remedies.
3.	Transferability of this Warrant.  This Warrant
is issued upon the following terms, to which the Holder consents and agrees:



(a)	Other than any sale, pledge, or transfer to Vignette
Corporation or any sale, pledge, or transfer to a third  party approved in
writing by Vignette Corporation, Holder shall not sell or transfer this Warrant,
or the Shares issuable upon exercise of this Warrant, earlier than March 15,
2001, without the consent of the Company, which consent shall not be
unreasonably withheld. 

(b)	Until this Warrant is transferred on the books of the
Company, the Company will treat the Holder of this Warrant registered as such on
the books of the Company as the absolute owner hereof for all purposes without
being affected by any notice to the contrary, provided, that upon five days of
receipt by the Company of a notice that the Warrant has been transferred to
Vignette Corporation, the Company shall effect such transfer on its books and
records.

(c)	This Warrant may not be exercised, and this Warrant
and the Shares underlying this Warrant shall not be transferable, except in
compliance with all applicable state and federal securities laws, regulations
and orders, and with all other applicable laws, regulations and orders.

(d)	If a registration statement is not effective with
respect to the Warrant or the Shares, as the case may be, prior to making any
disposition of this Warrant or of any of the Shares underlying this Warrant, the
Holder will give written notice to the Company describing the manner of any such
proposed disposition.  In such event, the Warrant may not be transferred, and
the Shares may not be transferred, without the Holder obtaining an opinion of
counsel satisfactory in form and substance to the Company's counsel stating that
the proposed transaction will not result in a prohibited transaction under the
Securities Act.  By accepting this Warrant, the Holder agrees to act in
accordance with any conditions reasonably imposed on such transfer by such
opinion of counsel.

(e)	Neither this issuance of this Warrant nor the issuance
of the Shares underlying this Warrant have been registered under the Securities
Act.



4.	Certain Covenants of the Company.  The Company
covenants and agrees that all Shares which may be issued upon the exercise of
the rights represented by this Warrant, upon issuance and full payment for the
Shares so purchased, will be duly authorized and issued, fully paid and
nonassessable and free from all taxes, liens and charges with respect to the
issue hereof, except those that may be created by or imposed upon the Holder or
its property, and without limiting the generality of the foregoing, the Company
covenants and agrees that it will from time to time take all such actions as may
be required to assure that the par value per share of the Common Stock is at all
times equal to or less than the effective purchase price per share of the Common
Stock issuable pursuant to this Warrant.  The Company further covenants and
agrees that during the period within which the rights represented by this
Warrant may be exercised, the Company will at all times have authorized and
reserved free of preemptive or other rights for the exclusive purpose of issue
upon exercise of the purchase rights evidenced by this Warrant, a sufficient
number of shares of its Common Stock to provide for the exercise of the rights
represented by this Warrant.

5.	Adjustment of Exercise Price and Number of
Shares.  The Exercise Price and number of Shares are subject to the
following adjustments:

	(a)	Adjustment of Exercise Price for Stock
Dividend, Stock Split or Stock Combination.  In the event that (i) any
dividends on any class of stock of the Company payable in  Common Stock or
securities convertible into or exercisable for Common Stock ("Common Stock
Equivalents") shall be paid by the Company, (ii) the Company shall
subdivide its then outstanding shares of Common Stock into a greater number of
shares, or (iii) the Company shall combine its outstanding shares of Common
Stock, by reclassification or otherwise, then, in any such event, the Exercise
Price in effect immediately prior to such event shall (until adjusted again
pursuant hereto) be adjusted immediately after such event to a price (calculated
to the nearest full cent) determined by dividing (a) the number of shares of
Common Stock outstanding immediately prior to such event, multiplied by the then
existing Exercise Price, by (b) the total number of shares of Common Stock
outstanding immediately after such event, and the resulting quotient shall be
the adjusted Exercise Price per share.  No adjustment of the Exercise Price
shall be made if the amount of such adjustment shall be less than $.05 per
share, but in such case any adjustment that would otherwise be required then to
be made shall be carried forward and shall be made at the time and together with
the next subsequent adjustment which, together with any adjustment or
adjustments so carried forward, shall amount to not less than $.05 per
share.

(b)	Adjustment of Number of Shares Purchasable on
Exercise of Warrants.  Upon each adjustment of the Exercise Price pursuant
to this Section, the Holder shall thereafter (until another such adjustment) be
entitled to purchase at the adjusted Exercise Price the number of shares,
calculated to the nearest full share, obtained by multiplying the number of
shares specified in such Warrant (as adjusted as a result of all adjustments in
the Exercise Price in effect prior to such adjustment) by the Exercise Price in
effect prior to such adjustment and dividing the product so obtained by the
adjusted Exercise Price.

(c)	Notice as to Adjustment.  Upon any adjustment
of the Exercise Price and any increase or decrease in the number of shares of
Common Stock purchasable upon the exercise of the Warrant, then, and in each
such case, the Company within thirty (30) days thereafter shall give written
notice thereof, by first class mail, postage prepaid, addressed to each Holder
as shown on the books of the Company, which notice shall state the adjusted
Exercise Price and the increased or decreased number of shares purchasable upon
the exercise of the Warrants, and shall set forth in reasonable detail the
method of calculation and the facts upon which such calculation is based.

(d)	Effect of Reorganization, Reclassification, Merger,
etc.  If at any time while any Warrant is outstanding there should be any
capital reorganization of the capital stock of the Company (other than the
issuance of any shares of Common Stock in subdivision of outstanding shares of
Common Stock by reclassification or otherwise and other than a combination of
shares provided for in Section 5(a) hereof), or any consolidation or merger of
the Company with another corporation, or any sale, conveyance, lease or other
transfer by the Company of all or substantially all of its property to any other
corporation, which is effected in such a manner that the holders of Common Stock
shall be entitled to receive cash, stock, securities, or assets with respect to
or in exchange for Common Stock, then, as a part of such transaction, lawful
provision shall be made so that each Holder shall have the right thereafter to
receive, upon the exercise hereof, the number of shares of stock or other
securities or property of the Company, or of the successor corporation resulting
from such consolidation or merger, or of the corporation to which the property
of the Company has been sold, conveyed, leased or otherwise transferred, as the
case may be, which the Holder would have been entitled to receive upon such
capital reorganization, reclassification of capital stock, consolidation,
merger, sale, conveyance, lease or other transfer, if such Warrant had been
exercised immediately prior to such capital reorganization, reclassification of
capital stock, consolidation, merger, sale, conveyance, lease or other transfer.
In any such case, appropriate adjustments (as determined by the Board of
Directors of the Company) shall be made in the application of the provisions set
forth in this Warrant (including the adjustment of the Exercise Price and the
number of Shares issuable upon the exercise of the Warrants) to the end that the
provisions set forth herein shall thereafter be applicable, as near as
reasonably may be, in relation to any shares or other property thereafter
deliverable upon the exercise of the Warrants as if the Warrants had been
exercised immediately prior to such capital reorganization, reclassification of
capital stock, such consolidation, merger, sale, conveyance, lease or other
transfer and the Warrant Holders had carried out the terms of the exchange as
provided for by such capital reorganization, consolidation or merger.  The
Company shall not effect any such capital reorganization, consolidation, merger
or transfer unless, upon or prior to the consummation thereof, the successor
corporation or the corporation to which the property of the Company has been
sold, conveyed, leased or otherwise transferred shall assume by written
instrument the obligation to deliver to each Holder such shares of stock,
securities, cash or property as in accordance with the foregoing provisions such
Holder shall be entitled to purchase.

6.	No Rights as Shareholders.  This Warrant shall
not entitle the Holder as such to any voting rights or other rights as a
stockholder of the Company.

7.	Registration Rights. If the Company shall
propose to file any registration statement (other than any registration
statement on Form S-4, S-8 or any other similarly inappropriate form, or any
successor forms thereto), under the 1933 Act covering a public offering of the
Company's Common Stock (including Common Stock held by shareholders of the
Company), including without limitation the registration statement the Company
was preparing, as of November 30, 2000, on Form S-3, it shall include in the
Registration Statement (to the extent permitted by applicable regulation), the
Common Stock purchased or purchasable by the Holder upon the exercise of the
Warrant.  The Company shall bear all expenses and fees incurred in connection
with the preparation, filing, and amendment of the Registration Statement with
the Commission, except that the Holder shall pay all fees, disbursements and
expenses of any counsel or expert retained by the Holder and all underwriting
discounts and commissions, filing fees and any transfer or other taxes relating
to the Shares included in the Registration Statement.   The Holder of this
Warrant agrees to cooperate with the Company in the preparation and filing of
any Registration Statement, and in the furnishing of information concerning the
Holder for inclusion therein, or in any efforts by the Company to establish that
the proposed sale is exempt under the 1933 Act as to any proposed distribution.
Except as provided above, all attorneys' fees and expenses incurred by the
Holder in enforcing its registration rights set forth in this Section 7 shall be
paid by the Company.

8.	Governing Law.  This Warrant shall be governed
by and construed in accordance with the laws of the State of Minnesota.

9.	Amendments and Waivers.  The provisions of this
Warrant may not be amended, modified or supplemented, and waiver or consents to
departures from the provisions hereof may not be given, unless the Company
agrees in writing and has obtained the written consent of the Holders.

10.	Notices.  All notices or communications
hereunder, except as herein otherwise specifically provided, shall be in writing
and if sent to the Holder shall be mailed, delivered, or telefaxed and confirmed
to the Holder at its address set forth on the records of the Company, with a
copy to Vignette Corporation, 901 S. Mopac, Building III, Austin, Texas  78746,
Attn: General Counsel; or if sent to the Company shall be mailed, delivered, or
telefaxed and confirmed to PopMail.com, Inc., 1333 Corporate Drive # 350,
Irving, TX  75038 or to such other address as the Company or the Holder shall
notify the other as provided in this Section.

IN WITNESS WHEREOF, PopMail.com, inc. has caused this Warrant
to be signed by its duly authorized officer in the date set forth
above.













PopMail.com, inc.
By:________________________________
Its:________________________________













	SUBSCRIPTION FORM


To be signed only upon exercise of Warrant.

The undersigned, the holder of the within Warrant, hereby
irrevocably elects to exercise the purchase right represented by such Warrant
for, and to purchase thereunder, ____________________ of the shares of Common
Stock of PopMail.com, inc. (the "Shares")  to which such Warrant
relates and herewith makes payment of $_____________ therefor in cash, certified
check or bank draft and requests that a certificate evidencing the Shares be
delivered to, _______________________________, the address for whom is set forth
below the signature of the undersigned:

Dated: ____________________



(Signature)



(Address)


	ASSIGNMENT FORM


To be signed only upon authorized transfer of Warrant.

FOR VALUE RECEIVED, the undersigned hereby sells, assigns,
and transfers unto _____________________________________ the right to purchase
shares of Common Stock of PopMail.com, inc. to which the within Warrant relates
and appoints ____________________ attorney, to transfer said right on the books
of _________________ with full power of substitution in the premises.

Dated: ____________________


(Signature)



(Address)




















EX-4.53
16
exh453.htm
EXHIBIT












Exhibit 4.53

The Warrant and the securities issuable upon exercise of
this Warrant (the "Securities") have not been registered under the
Securities Act of 1933 (the "Securities Act") or under any state
securities or Blue Sky laws ("Blue Sky Laws").  No transfer, sale,
assignment, pledge, hypothecation or other disposition of this Warrant or the
Securities or any interest therein may be made except (a) pursuant to an
effective registration statement under the Securities Act and any applicable
Blue Sky Laws or (b) if the Company has been furnished with both an opinion of
counsel for the holder, which opinion and counsel shall be reasonably
satisfactory to the Company, to the effect that no registration is required
because of the availability of an exemption from registration under the
Securities Act and applicable Blue Sky Laws, and assurances that the transfer,
sale, assignment, pledge, hypothecation or other disposition will be made only
in compliance with the conditions of any such registration or exemption.

	WARRANT TO PURCHASE SHARES OF COMMON STOCK

	OF POPMAIL.COM, INC.

Warrant No. ___	Irving, Texas
	December 21, 2000

This certifies that, for value received, The Shaar Fund, or
its successors or assigns ("Holder") is entitled to purchase from
PopMail.com, inc. (the "Company") One Hundred Thousand (100,000) fully
paid and nonassessable shares (the "Shares") of the Company's Common
Stock, $.01 par value (the "Common Stock"), at any time from the date
hereof until December 21, 2005 (the "Warrant Exercise Period"), at an
exercise price per share of 120% of the Market Price (as defined below) (the
"Exercise Price"), subject to adjustment as herein provided.
"Market Price" shall mean the lower of (i) the lowest trade of
the Company's Common Stock as reported by Nasdaq or (ii) the lowest price for
which the Company sells a share of Common Stock, each determined during the
period commencing thirty (30) days prior to the date hereof and ending thirty
(30) days after the date hereof.

This Warrant is subject to the following provisions, terms
and conditions:

1.	Exercise of Warrant.  The rights represented by this Warrant
may be exercised by the Holder, in whole or in part (but not as to a fractional
share of Common Stock), by the surrender of this Warrant (properly endorsed, if
required, at the Company's principal office in Irving, Texas, or such other
office or agency of the Company as the Company may designate by notice in
writing to the Holder at the address of such Holder appearing on the books of
the Company at any time within the period above named), and upon payment to it
by certified check, bank draft or cash of the purchase price for such Shares.
The Company agrees that the Shares so purchased shall have and are deemed to be
issued to the Holder as the record owner of such Shares as of the close of
business on the date on which this Warrant shall have been surrendered and
payment made for such Shares as aforesaid.  Certificates for the Shares of
Common Stock so purchased shall be delivered to the Holder within a reasonable
time, not exceeding ten (10) days, after the rights represented by this Warrant
shall have been so exercised, and, unless this Warrant has expired, a new
Warrant representing the number of Shares, if any, with respect to which this
Warrant shall not then have been exercised shall also be delivered to the Holder
within such time.  The Company may require that any such new Warrant or any
certificate for Shares purchased upon the exercise hereof bear a legend
substantially similar to that which is contained on the face of this
Warrant.
2.	Transferability of this Warrant.  This Warrant is issued
upon the following terms, to which each Holder consents and agrees:




(a)	Until this Warrant is transferred on the books of the
Company, the Company will treat the Holder of this Warrant registered as such on
the books of the Company as the absolute owner hereof for all purposes without
being affected by any notice to the contrary.

(b)	This Warrant may not be exercised, and this Warrant
and the Shares underlying this Warrant shall not be transferable, except in
compliance with all applicable state and federal securities laws, regulations
and orders, and with all other applicable laws, regulations and orders.

(c)	Prior to making any disposition of this Warrant or of
any of the Shares underlying this Warrant, the Holder will give written notice
to the Company describing the manner of any such proposed disposition.  The
Warrant may not be transferred, and the Shares may not be transferred, without
the Holder obtaining an opinion of counsel satisfactory in form and substance to
the Company's counsel stating that the proposed transaction will not result in a
prohibited transaction under the Securities Act, and applicable Blue Sky laws.
By accepting this Warrant, the Holder agrees to act in accordance with any
conditions reasonably imposed on such transfer by such opinion of counsel.

(d)	Neither this issuance of this Warrant nor the issuance
of the Shares underlying this Warrant have been registered under the Securities
Act.



3.	Certain Covenants of the Company.  The Company covenants and
agrees that all Shares which may be issued upon the exercise of the rights
represented by this Warrant, upon issuance and full payment for the Shares so
purchased, will be duly authorized and issued, fully paid and nonassessable and
free from all taxes, liens and charges with respect to the issue hereof, except
those that may be created by or imposed upon the Holder or its property, and
without limiting the generality of the foregoing, the Company covenants and
agrees that it will from time to time take all such actions as may be requisite
to assure that the par value per share of the Common Stock is at all times equal
to or less than the effective purchase price per share of the Common Stock
issuable pursuant to this Warrant.  The Company further covenants and agrees
that during the period within which the rights represented by this Warrant may
be exercised, the Company will at all times have authorized and reserved free of
preemptive or other rights for the exclusive purpose of issue upon exercise of
the purchase rights evidenced by this Warrant, a sufficient number of shares of
its Common Stock to provide for the exercise of the rights represented by this
Warrant.
4.	Adjustment of Exercise Price and Number of Shares.  The
Exercise Price and number of Shares are subject to the following
adjustments:


	(a)	Adjustment of Exercise Price for Stock
Dividend, Stock Split or Stock Combination.  In the event that (i) any
dividends on any class of stock of the Company payable in Common Stock or
securities convertible into or exercisable for Common Stock ("Common Stock
Equivalents") shall be paid by the Company, (ii) the Company shall
subdivide its then outstanding shares of Common Stock into a greater number of
shares, or (iii) the Company shall combine its outstanding shares of Common
Stock, by reclassification or otherwise, then, in any such event, the Exercise
Price in effect immediately prior to such event shall (until adjusted again
pursuant hereto) be adjusted immediately after such event to a price (calculated
to the nearest full cent) determined by dividing (a) the number of shares of
Common Stock outstanding immediately prior to such event, multiplied by the then
existing Exercise Price, by (b) the total number of shares of Common Stock
outstanding immediately after such event, and the resulting quotient shall be
the adjusted Exercise Price per share.  No adjustment of the Exercise Price
shall be made if the amount of such adjustment shall be less than $.05 per
share, but in such case any adjustment that would otherwise be required then to
be made shall be carried forward and shall be made at the time and together with
the next subsequent adjustment which, together with any adjustment or
adjustments so carried forward, shall amount to not less than $.05 per
share.

(b)	Adjustment of Number of Shares Purchasable on
Exercise of Warrants.  Upon each adjustment of the Exercise Price pursuant
to this Section, the Holder shall thereafter (until another such adjustment) be
entitled to purchase at the adjusted Exercise Price the number of shares,
calculated to the nearest full share, obtained by multiplying the number of
shares specified in such Warrant (as adjusted as a result of all adjustments in
the Exercise Price in effect prior to such adjustment) by the Exercise Price in
effect prior to such adjustment and dividing the product so obtained by the
adjusted Exercise Price.

(c)	Notice as to Adjustment.  Upon any adjustment
of the Exercise Price and any increase or decrease in the number of shares of
Common Stock purchasable upon the exercise of the Warrant, then, and in each
such case, the Company within thirty (30) days thereafter shall give written
notice thereof, by first class mail, postage prepaid, addressed to each Holder
as shown on the books of the Company, which notice shall state the adjusted
Exercise Price and the increased or decreased number of shares purchasable upon
the exercise of the Warrants, and shall set forth in reasonable detail the
method of calculation and the facts upon which such calculation is based.

(d)	Effect of Reorganization, Reclassification, Merger,
etc.  If at any time while any Warrant is outstanding there should be any
capital reorganization of the capital stock of the Company (other than the
issuance of any shares of Common Stock in subdivision of outstanding shares of
Common Stock by reclassification or otherwise and other than a combination of
shares provided for in Section 4(a) hereof), or any consolidation or merger of
the Company with another corporation, or any sale, conveyance, lease or other
transfer by the Company of all or substantially all of its property to any other
corporation, which is effected in such a manner that the holders of Common Stock
shall be entitled to receive cash, stock, securities, or assets with respect to
or in exchange for Common Stock, then, as a part of such transaction, lawful
provision shall be made so that each Holder shall have the right thereafter to
receive, upon the exercise hereof, the number of shares of stock or other
securities or property of the Company, or of the successor corporation resulting
from such consolidation or merger, or of the corporation to which the property
of the Company has been sold, conveyed, leased or otherwise transferred, as the
case may be, which the Holder would have been entitled to receive upon such
capital reorganization, reclassification of capital stock, consolidation,
merger, sale, conveyance, lease or other transfer, if such Warrant had been
exercised immediately prior to such capital reorganization, reclassification of
capital stock, consolidation, merger, sale, conveyance, lease or other transfer.
In any such case, appropriate adjustments (as determined by the Board of
Directors of the Company) shall be made in the application of the provisions set
forth in this Warrant (including the adjustment of the Exercise Price and the
number of Shares issuable upon the exercise of the Warrants) to the end that the
provisions set forth herein shall thereafter be applicable, as near as
reasonably may be, in relation to any shares or other property thereafter
deliverable upon the exercise of the Warrants as if the Warrants had been
exercised immediately prior to such capital reorganization, reclassification of
capital stock, such consolidation, merger, sale, conveyance, lease or other
transfer and the Warrant Holders had carried out the terms of the exchange as
provided for by such capital reorganization, consolidation or merger.  The
Company shall not effect any such capital reorganization, consolidation, merger
or transfer unless, upon or prior to the consummation thereof, the successor
corporation or the corporation to which the property of the Company has been
sold, conveyed, leased or otherwise transferred shall assume by written
instrument the obligation to deliver to each Holder such shares of stock,
securities, cash or property as in accordance with the foregoing provisions such
Holder shall be entitled to purchase.

5.	No Rights as Stockholders.  This Warrant shall not entitle
the Holder as such to any voting rights or other rights as a stockholder of the
Company.
6.	Governing Law.  This Warrant shall be governed by and
construed in accordance with the laws of the State of Minnesota.
7.	Amendments and Waivers.  The provisions of this Warrant may
not be amended, modified or supplemented, and waiver or consents to departures
from the provisions hereof may not be given, unless the Company agrees in
writing and has obtained the written consent of the Holders.
8.	Notices.  All notices or communications hereunder, except as
herein otherwise specifically provided, shall be in writing and if sent to the
Holder shall be mailed, delivered, or telefaxed and confirmed to the Holder at
his or her address set forth on the records of the Company; or if sent to the
Company shall be mailed, delivered, or telefaxed and confirmed to PopMail.com,
inc., 1333 Corporate Drive, Suite 350, Irving, TX  75038 or to such other
address as the Company or the Holder shall notify the other as provided in this
Section.


IN WITNESS WHEREOF, PopMail.com, inc. has caused this Warrant
to be signed by its duly authorized officer in the date set forth above.













PopMail.com, inc.

By:___________________________________
	Its:________________________________



SUBSCRIPTION FORM













To be signed only upon exercise of Warrant.

The undersigned, the holder of the within Warrant, hereby
irrevocably elects to exercise the purchase right represented by such Warrant
for, and to purchase thereunder, ___________________________________________ of
the shares of Common Stock of PopMail.com, inc. (the "Shares")  to
which such Warrant relates and herewith makes payment of $______ therefor
in cash, certified check or bank draft and requests that a certificate
evidencing the Shares be delivered to, _______________________________, the
address for whom is set forth below the signature of the undersigned:

Dated: ____________________



(Signature)



(Address)

	ASSIGNMENT FORM


To be signed only upon authorized transfer of Warrant.

FOR VALUE RECEIVED, the undersigned hereby sells, assigns,
and transfers unto _____________________________________ the right to purchase
shares of Common Stock of PopMail.com, inc. to which the within Warrant relates
and appoints ____________________ attorney, to transfer said right on the books
of _________________ with full power of substitution in the premises.

Dated: ____________________


(Signature)



(Address)


EX-4.54
17
exh454.htm
EXHIBIT











Exhibit 4.54

Schedule of Warrants
Issued in Connection with Convertible Secured Debt
Financing

Date of         Name of                 Warrant Number          Expiration Date
Issuance        Warrant Recipient       No.     Shares


12/01/00        GSI Ventures, LLC       GSI-1   200,000         12/01/05

12/08/00        GSI Ventures, LLC       GSI-2    50,000         12/08/05

12/13/00        GSI Ventures, LLC       GSI-3    50,000         12/13/05

12/15/00        GSI Ventures, LLC       GSI-4    50,000         12/15/05

12/21/00        The Shaar Fund, Ltd.    GSI-5   100,000         12/21/05

02/08/01        GSI Ventures, LLC       GSI-6    35,000         02/08/06























EX-4.55
18
exh455.htm
EXHIBIT













Exhibit 4.55

March 12, 2000


To:	Henry Fong, Gulfstream Partners

From:	PopMail.com, Inc.

Re:	Amended and Restated Letter Agreement for Investment

Dear Mr. Fong:

	PopMail.com, Inc. ("PopMail" of the "Company") hereby
agrees to sell shares of its common stock to Gulfstream Partners
("Gulfstream") on the following terms, which have been amended and
restated from the terms of our previous letter agreement dated October 30,
2000:





Gulfstream hereby subscribes for and purchases 3,000,000
shares of common stock, par value $.01 per share (the "Common
Stock") of PopMail. Upon the shareholder approval and filing of
the amendment to the Articles of Incorporation referred to above, the shares of
Common Stock issued to Gulfstream will be duly authorized, validly issued, fully
paid and non-assessable.

In payment for the Common Stock, Gulfstream agrees to pay
to the Company a cash purchase price of Four Hundred Twenty-five Thousand
Dollars ($425,000). The purchase price will be paid no later than October 30,
2000. 

Gulfstream acknowledges that an investment in PopMail is
highly speculative, involves a high degree of risk and immediate dilution and is
suitable only for persons who can afford to lose their entire investment.
Gulfstream represents and warrants that it is Gulfstream's intention to acquire
the Common Stock for its account for investment purposes and not with a view to
resale in connection with any distribution thereof.  Gulfstream further
represents and agrees that if Gulfstream should later desire to dispose of or
transfer any of the Common Stock in any manner, Gulfstream shall not do so
without registration of the Common Stock pursuant to the Securities Act of 1933
(the "Act") and applicable state laws, unless Gulfstream obtains an
opinion of counsel satisfactory to the Company that such proposed disposition or
transfer may be made lawfully without the registration. Gulfstream understands
and acknowledges that the stock certificate representing the shares of Common
Stock subscribed for hereby and to be issued by the Company upon acceptance of
this Subscription Agreement, will contain an appropriate restrictive legend
evidencing the above restrictions.

PopMail agrees that as soon as practicable and in no
event more than 60 days after the issuance of the Common Stock, it will file
with the Securities and Exchange Commission a registration statement on Form S-3
(or, if such form is unavailable, on such other form as is available for such
registration), covering the resale of the Common Stock. PopMail will use its
best efforts to have such registration statement declared effective by the SEC
within 30 days after the filing of the registration statement. PopMail will use
its best efforts to keep the registration statement effective at all times until
the earlier of (i) two years after the date of this Agreement or (ii) the date
on which Gulfstream or its assignee has sold all of the Common Stock.

Gulfstream shall maintain the right to assign up to
1,588,235 of the aforementioned 3,000,000 shares to Wayne Mills, Blake Capital
Partners or such other assignee as Gulfstream requests.

This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and to their successors and assigns. This
instrument contains the entire agreement of the parties, and there are no
representations, covenants or other agreements except as stated or referred to
herein. This Agreement shall be governed by and construed in accordance with the
laws of the State of Minnesota.

















Very truly yours,

POPMAIL.COM, INC.


By ____________________
Its ____________________
















The undersigned agrees to purchase the Common Stock described above
subject to the terms and conditions of this Amended and Restated Letter
Agreement.

GULFSTREAM PARTNERS
By ______________________
Its ______________________

Date: March 12, 2001



















EX-4.56
19
exh456.htm
EXHIBIT












Exhibit 4.56



SUBSCRIPTION AGREEMENT

	This SUBSCRIPTION AGREEMENT (the "Agreement") is made as of
March 16, 2001, by and between PopMail.com, inc., a Minnesota corporation (the
"Company"), and Goben Enterprises L.P. (the
"Purchaser").

	WHEREAS, the Company desires to sell to Purchaser, and Purchaser desires
to purchase, Five Hundred Thousand (500,000) shares of the Company's common
stock, $.01 par value (the "Shares") for an aggregate price of Thirty-
five Thousand Dollars ($35,000).

	NOW, THEREFORE, in consideration of the mutual covenants and upon the
terms and subject to the conditions set forth herein, the Company and Purchaser
agree as follows:





Acquisition of Shares. In accordance with the
terms and conditions set forth herein, the Company hereby agrees to sell,
transfer, convey and deliver to Purchaser, and Purchaser hereby agrees to
acquire on the date hereof, all right, title and interest in the Shares.  The
aggregate purchase price of the Shares shall be Thirty-five Thousand Dollars
($35,000) payable upon the parties' execution of this Agreement.  Promptly after
the execution of this Agreement and receipt of the Purchaser's payment the
Company shall deliver to Purchaser a stock certificate evidencing the
Shares.
Representations, Warranties and Covenants of the
Purchaser.  The Purchaser represents and warrants to the Company as
follows:






Binding Obligation.  This Agreement constitutes
the legal, valid and binding obligation of Purchaser in accordance with the
terms hereof.
Representations, Warranties and Covenants of the
Purchaser. 








Purchaser has been given access to full and complete
information regarding the Company (including the opportunity to meet with
Company officers and review such other documents as Purchaser may have requested
in writing).
Purchaser represents that it is an "Accredited
Investor," as that term is defined in Rule 501(a) promulgated in connection
with the Securities Act of 1933, as amended.
Purchaser is experienced and knowledgeable in financial
and business matters, is capable of evaluating the merits and risks of investing
in the Shares, and does not need or desire the assistance of a knowledgeable
representative to aid in the evaluation of such risks.
Purchaser realizes that a purchase of the Shares
represents a speculative investment involving a high degree of risk.
Purchaser realizes that the Shares have not been
registered for sale under the Securities Act of 1933, as amended, (the
"Act"), or applicable state securities laws (the "State
Laws") and may be sold only pursuant to registration under the Act and
State Laws, or an opinion of counsel satisfactory to counsel for the Company
that such registration is not required.
Purchaser is a resident of the State of
Florida.








Representations, Warranties and Covenants of the
Company.  The Company hereby represents, warrants and covenants to Purchaser
as follows:







Binding Obligation. This Agreement constitutes
the legal, valid and binding obligation of Purchaser in accordance with the
terms hereof.

No Legal Bar. The Company is not prohibited by any
order, writ, injunction or decree of any body of competent jurisdiction from
consummating the transactions contemplated by this Agreement, and no such action
or proceeding is pending against Company which questions the validity of this
Agreement or any of the transactions contemplated hereby.

Regulatory Approvals. There are no consents,
approvals, authorizations and other requirements prescribed by any law, rule or
regulation which must be obtained or satisfied by Company in order to permit the
consummation of the transactions contemplated by this Agreement.

Registration Under the Securities Act of 1933.
The Company shall include the Shares in its next registration statement filed
under the Act.  The Company shall prepare and file a registration statement
under the Act (the "Registration Statement") registering the Shares
for resale within 90 days of the date of this Agreement.  The Company shall bear
all expenses and fees incurred in connection with the preparation, filing, and
amendment of the Registration Statement with the Securities and Exchange
Commission, except that the Purchaser (or its assignee) shall pay (i) all fees,
disbursements and expenses of any counsel or expert retained by Purchaser and
(ii) all underwriting discounts and commissions, filing fees and any transfer or
other taxes relating to the Shares included in the Registration
Statement.



4.	Legend. The certificates representing the
Common Shares shall have imprinted a legend containing substantially the
following language:




"The securities represented by this certificate have
not been registered under either the Securities Act of 1933, as amended, or
applicable state securities laws and may not be sold, transferred, assigned,
offered, pledged or otherwise distributed for value unless there is an effective
registration statement under such Act and such laws covering such securities, or
the Company receives an opinion of counsel acceptable to the Company stating
that such sale, transfer, assignment, offer, pledge or other distribution for
value is exempt from the registration and prospectus delivery requirements of
such Act and such laws."



	5.	Miscellaneous.  

(a)	Governing Law.  This Agreement shall be
governed by and construed in accordance with the internal laws of the State of
Minnesota, without giving effect to the principles of conflict of laws.





Entire Agreement; Severability and
Enforcement.









This Agreement and the instruments delivered pursuant
hereto constitute the entire agreement between the parties and supersede all
prior agreements and understandings, written or oral, between the parties
relating to the subject matter hereof.  This Agreement may be amended or
supplemented only by a writing signed by all of the parties hereto.

Each provision of this Agreement is severable.  If any
provision of this Agreement is found to be unenforceable or in violation of any
statute, rule, regulation, order or decree of any governmental authority, court
or agency, then such provision shall be modified to the minimum extent necessary
so as to render it enforceable and cure such violation, and all other provisions
hereof shall remain in full force and effect notwithstanding such
violation.









Facsimile/Counterpart Execution. This Agreement
may be executed by facsimile transmitted signature, and both parties agree that
the reproduction of signatures by way of telecopying devices shall be treated as
though such reproductions were executed originals.  This Agreement may be
executed in counterparts, each of which shall be considered an
original.



IN WITNESS WHEREOF, the parties have
executed this Agreement as of the date and year first written above.
PopMail.com,
Inc.					


By:_____________________________	____________________________
__
   	Stephen J. Spohn				Goben Enterprises L.P.
("Purchaser")















Chief Financial
Officer	By:____________________________	
PopMail.com, Inc.	SS#:_________________________














	1333 Corporate Drive, Suite 350	Address:
______________________	
	Irving, TX
75038			______________________________
							_________________________






















EX-10.20
20
exh1020.htm
EXHIBIT











EXHIBIT 10.20
Date of		Name of		Warrant	        Number		Expiration
Issuance	Recipient	No.		Shares		Date		Status

3/03/99	Michael A. Bird		BWL-1		25,000		3/03/2004	Cancelled
3/03/99	John E. Feltl		BWL-2		82,500		3/03/2004
3/03/99	Stephen D. King		BWL-3		82,500		3/03/2004
3/03/99	Timothy I. Maudlin		BWL-4		50,000		3/03/2004
3/03/99	Wayne W. Mills		BWL-5		250,000		3/03/2004	Cancelled

Note: all share amounts and exercise prices are pre-split values.




















EX-10.23
21
exh1023.htm
EXHIBIT












EXHIBIT 10.23


Schedule of Warrants Issued in Connection with Series A 8% Convertible
Preferred Stock
Date of	Name of		Warrant	Number		Expiration
Issuance	Holder	 	No. 	Shares		Date /Status

5/14/99	The Shaar Fund, Ltd	A-1	300,000		5/14/2004
						Cancelled

5/14/99	Progressive Group	A-2	150,000		5/14/2004


NOTE:  All share amounts and exercise
prices reflect pre-split values.




















EX-10.29
22
exh1029.htm
EXHIBIT












EXHIBIT 10.29


Schedule of Warrants
Issued in Connection with Series C 8% Convertible Preferred
Stock

Date of	Name of 		Warrant	Number		Exercise Price
Issuance	Recipient		No.	Shares		Expiration Date

11/12/99	The Shaar Fund, Ltd.	C-1	100,000		$3.00
						7/13/2004
						Cancelled

7/13/99	Progressive Group	C-2	150,000		$3.00
						7/13/2004

11/12/99	The Shaar Fund, Ltd.	C-1b	100,000		$3.00
						7/13/2004
						Cancelled

11/12/99	The Shaar Fund, Ltd.	C-3	200,000		$2.00
						7/13/2004
						Cancelled



Note:  All share numbers and exercise prices are pre-split values.




















EX-10.33
23
exh1033.htm
EXHIBIT










EXHIBIT 10.33


Schedule of Warrants
Issued in Connection with Series D 8% Convertible Preferred
Stock

Date of		Name of		Warrant		Number		Expiration Date
Issuance		Recipient		No.		Shares


8/31/99		The Shaar Fund, Ltd.	D-1		300,000		8/31/2004
								Cancelled

8/31/99		Progressive Group	D-2		150,000		8/31/2004

Note:  All share amounts are pre-split
values.




















EX-10.52
24
exh1052.htm
EXHIBIT












Exhibit 10.52

STOCK PURCHASE AGREEMENT
By and Between
NETCALENDAR, INC.
and
POPMAIL.COM, INC.
______________________________
August __, 2000
______________________________






STOCK PURCHASE AGREEMENT


This Stock Purchase Agreement (the "Agreement") is entered into as of
August 8, 2000 (the "Effective Date") by and between NetCalendar, Inc., a
corporation organized under the laws of the State of Delaware (hereinafter
"NetCalendar"), and PopMail.com, inc., a Minnesota corporation
("PopMail").



W I T N E S S E T H:


WHEREAS, PopMail desires to purchase 27,624 shares of NetCalendar common
stock, par value $0.01 per share (the "Shares") and NetCalendar is willing to
sell the Shares to PopMail pursuant to the terms, and subject to the conditions
set forth hereinafter.
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
A G R E E M E N T:




PURCHASE AND SALE OF STOCK


Purchase and Sale.  Pursuant to the terms, and subject to the
conditions set forth herein, NetCalendar shall issue and sell the Shares to
PopMail, and PopMail shall purchase the Shares from NetCalendar for the price of
$1,000,000 (the "Purchase Price") payable in the manner specified in Section
1.2.

Payment of the Purchase Price. The Purchase Price shall be paid in
shares of PopMail common stock, $.01 par value, ("Purchase Price Shares")
delivered to NetCalendar at the closing (the "Closing") of the purchase
transaction contemplated herein selected by mutual agreement of the parties, but
not later than August 26, 2000 (the "Initial Closing Date").  For purposes of
this Section 1.2, the Purchase Price Shares shall be valued at the average
closing share price of PopMail common stock for the ten consecutive trading days
preceding the second business day prior to the Initial Closing Date (the
"Initial Closing Share Price"); provided, however, that PopMail
shall not be obligated to issue shares of its common stock at an effective per
share price of less than $.50.  If the average closing share price of PopMail
common stock for the ten consecutive trading days preceding the second business
day prior to the Initial Closing Date is less than $.50, PopMail shall offer to
NetCalendar Purchase Price Shares at an effective per share price of $.50 and
NetCalendar shall have the option to accept such offer (in which event the
Initial Closing Share Price shall be $.50) or to reject such offer and terminate
this Agreement pursuant to Section 6.1.
The Closing.  The Closing shall take place at the offices of Maslon
Edelman Borman & Brand, LLP, 3300 Wells Fargo Center, Minneapolis, MN 55402.
At the Closing, NetCalendar shall deliver to PopMail a certificate representing
the Shares in a form reasonably satisfactory to PopMail and its counsel and duly
executed by authorized officers of NetCalendar. At the Closing, PopMail shall
deliver to NetCalendar certificates representing the Purchase Price Shares in a
form reasonably satisfactory to NetCalendar and its counsel and duly executed by
authorized officers of PopMail. 
Supplemental Closing.  During the seven (7) business day period
commencing on the 435th day following the Initial Closing Date, NetCalendar
shall make the following determinations:  (a) the average per share selling
price (the "Average Selling Price") of all Purchase Price Shares, if any, sold
by NetCalendar during the 15-month period beginning upon the Initial Closing
Date pursuant to the provisions of Section 5.2 hereof, and (b) the number of
Purchase Price Shares, if any, which NetCalendar offered for sale at any time
pursuant to the provisions of Section 5.2 hereof, but was not able to sell due
to lack of a buyer during the applicable period (the "Unsold Purchase Price
Shares").  NetCalendar shall provide to PopMail written notice of each such
determination in reasonable detail, which notice shall include a certificate
containing any Unsold Purchase Price Shares (the "Lookback Notice").  If the
Average Selling Price of Purchase Price Shares sold by NetCalendar during such
period is less than the Initial Closing Share Price of such shares, NetCalendar
shall have the right to receive additional cash or, at PopMail's option, shares
of PopMail common stock ("Supplemental Purchase Price Shares") equal in value to
the amount by which the Initial Closing Share Price exceeds the Average Selling
Price, multiplied by the number of Purchase Price Shares sold by NetCalendar
during such 15-month period (such amount constituting the "Supplemental Purchase
Price").  In addition to the Supplemental Purchase Price, to the extent
NetCalendar has returned any Unsold Purchase Price Shares with the Lookback
Notice, NetCalendar shall have the right to receive, in exchange therefor, such
number of NetCalendar Shares as provided  below.  On the 10th business day
following the date of the Lookback Notice delivered in accordance herewith(the
"Supplemental Closing Date"), PopMail shall deliver to NetCalendar (a) either
cash or one or more certificates executed by duly authorized officers of PopMail
representing Supplemental Purchase Price Shares equal in value to the
Supplemental Purchase Price, and (b) such number of Shares as shall have been
purchased by PopMail with the Unsold Purchase Price Shares as of the Initial
Closing Date.  For purposes of this Section 1.4, the value of the Supplemental
Purchase Price Shares shall be equal to the average closing share price of
PopMail common stock for the ten consecutive trading days preceding the second
business day prior to the Supplemental Closing Date.  In the event that the
Supplemental Registration Statement is not declared effective by the Securities
and Exchange Commission (the "SEC") on or before the Supplemental Registration
Due Date, or is not maintained effective throughout the Supplemental
Registration Period, pursuant to the provisions of Section 5.3 hereof,
NetCalendar shall be entitled to return to PopMail certificates representing
such number of Supplemental Purchase Price Shares as shall then be held by
NetCalendar (such shares representing the "Unrealized Supplemental Purchase
Price") and PopMail shall, within five (5) days following receipt of same,
either pay to NetCalendar the Unrealized Supplemental Purchase Price in cash or
return to NetCalendar that number of Shares as shall have been equivalent in
value to the Unrealized Supplemental Purchase Price as of the Initial Closing
Date.


REPRESENTATIONS AND WARRANTIES


Representations and Warranties of NetCalendar.  NetCalendar
hereby represents and warrants to PopMail as of the date hereof as follows:


Organization and Qualification.  NetCalendar is a corporation,
validly existing and in good standing under the laws of the State of Delaware,
with the requisite corporate power and authority to own and use its properties
and assets and to carry on its business as currently conducted.  NetCalendar is
duly qualified to do business and is in good standing as a foreign corporation
in each jurisdiction in which the nature of the business conducted or property
owned by it makes such qualification necessary, except where the failure to be
so qualified or in good standing, as the case may be, could not, individually or
in the aggregate, (x) adversely affect the legality, validity or enforceability
of the Shares or this Agreement, (y) have a material adverse effect on the
results of operations, assets, or financial condition of NetCalendar, or (z)
adversely impair NetCalendar's ability to perform fully on a timely basis its
material obligations under this Agreement (a "Material Adverse Effect").
Authorization; Enforcement.  NetCalendar has the requisite corporate
power and authority to enter into and to consummate the transactions
contemplated by this Agreement and to otherwise carry out its obligations
thereunder. The execution and delivery of this Agreement by NetCalendar and the
consummation by it of the transactions contemplated hereby have been duly
authorized by all necessary action on the part of NetCalendar. This Agreement
has been duly executed by NetCalendar and when delivered in accordance with the
terms hereof shall constitute the legal, valid and binding obligation of
NetCalendar enforceable against NetCalendar in accordance with its terms, except
as such enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating to, or
affecting generally the enforcement of, creditors' rights and remedies or by
other equitable principles of general application.  NetCalendar is not in
violation of any provision of its certificate of incorporation, bylaws or other
charter documents.
Capitalization.  The authorized, issued and outstanding capital stock
of NetCalendar is set forth in Schedule 2.1(c).  The only shares of currently
issued and outstanding NetCalendar capital stock (including shares of common
stock) entitled to preemptive or similar rights are shares of Series A, B and C
Convertible Preferred Stock. Except as disclosed in Schedule 2.1(c), there are
no outstanding options, warrants, script rights to subscribe to, calls or
commitments of any character whatsoever relating to, or, securities, rights or
obligations convertible into or exchangeable for, or giving any person any right
to subscribe for or acquire any shares of common stock, or contracts,
commitments, understandings, or arrangements by which NetCalendar is or may
become bound to issue additional shares of common stock, or securities or rights
convertible or exchangeable into shares of common stock. 
Issuance of the Shares.  The Shares are duly authorized, and, when
issued against payment as contemplated by this Agreement, shall be validly
issued.
No Conflicts.  The execution, delivery and performance of this
Agreement by NetCalendar and the consummation by NetCalendar of the transactions
contemplated hereby do not and will not (i) conflict with or violate any
provision of its certificate of incorporation, bylaws or other charter documents
(each as amended through the date hereof), (ii) conflict with, or constitute a
default (or an event which with notice or lapse of time or both would become a
default) under, or give to others any rights of termination, amendment,
acceleration or cancellation of, any agreement, indenture or instrument
(evidencing a NetCalendar debt or otherwise) to which NetCalendar is a party or
by which any property or asset of NetCalendar is bound or affected, or (iii)
result in a violation of any law, rule, regulation, order, judgment, injunction,
decree or other restriction of any court or governmental authority to which
NetCalendar is subject (including federal and state securities laws and
regulations), or by which any property or asset of NetCalendar is bound or
affected, except in the case of each of clauses (ii) and (iii), as could not,
individually or in the aggregate, have or result in a Material Adverse Effect.
The business of NetCalendar is not being conducted in violation of any law,
ordinance or regulation of any governmental authority, except for violations
which, individually or in the aggregate, could not have or result in a Material
Adverse Effect.
Consents and Approvals.  NetCalendar is not required to obtain any
consent, waiver, authorization or order of, or make any filing or registration
with, any court or other federal, state, local, foreign or other governmental
authority or other Person (defined below) in connection with the execution,
delivery and performance by NetCalendar of this Agreement other than where the
failure to obtain such consent, waiver, authorization or order, or to give or
make such notice or filing, could not have or result in, individually or in the
aggregate, a Material Adverse Effect.  NetCalendar shall deliver to PopMail the
Shares in the manner contemplated hereby free and clear of all liens and
encumbrances of any nature whatsoever. A "Person" means an individual or
corporation, partnership, trust, incorporated or unincorporated association,
joint venture, limited liability company, joint stock company, government (or an
agency or subdivision thereof) or other entity of any kind.
Litigation; Proceedings.  Except as specifically disclosed in
Schedule 2.1(g), there is no action, suit, notice of violation, proceeding or
investigation pending or, to the knowledge of NetCalendar, threatened against or
affecting NetCalendar or any of its properties before or by any court,
governmental or administrative agency or regulatory authority (federal, state,
county, local or foreign) which (i) adversely affects or challenges the
legality, validity or enforceability of this Agreement or the Shares or (ii)
could, individually or in the aggregate, have or result in a Material Adverse
Effect.
No Default or Violation.  NetCalendar (i) is not in default under or
in violation of (and has not received notice of a claim that it is in default
under or that it is in violation of) any indenture, loan or credit agreement or
any other agreement or instrument to which it is a party or by which it or any
of its properties is bound, (ii) is not in violation of any order of any court,
arbitrator or governmental body, or (iii) is not in violation of any statute,
rule or regulation of any governmental authority, except as could not
individually or in the aggregate, have or result in, a Material Adverse
Effect.
Private Offering.  Assuming the accuracy of the representations and
warranties of PopMail set forth in Sections 2.2(h), (i) and (j), the offer,
issuance and sale of the Shares to PopMail as contemplated hereby are exempt
from the registration requirements of the Securities Act of 1933, as amended
(the "Securities Act").
Investment Intent.  NetCalendar is acquiring the Purchase Price
Shares, and may acquire the Supplemental Purchase Price Shares, for
NetCalendar's own account for investment purposes only and not with a view to or
for distributing or reselling such securities except pursuant to a registration
statement then effective under the Securities Act.
Access to Information. NetCalendar acknowledges that NetCalendar has
been afforded (i) the opportunity to ask such questions as NetCalendar has
deemed necessary of, and to receive answers from, representatives of PopMail
concerning the merits and risks of investing in the Purchase Price Shares and
the Supplemental Purchase Price Shares; (ii) access to information about PopMail
and PopMail's financial condition, results of operations, business, properties,
management and prospects sufficient to enable NetCalendar to evaluate
NetCalendar's investment; and (iii) the opportunity to obtain such additional
information which PopMail possesses or can acquire without unreasonable effort
or expense that is necessary to make an informed investment decision.
Reliance. NetCalendar understands and acknowledges that (i) the
Purchase Price Shares and the Supplemental Purchase Price Shares are being
issued to NetCalendar without registration under the Securities Act in a private
placement that is exempt from the registration provisions of the Securities Act
and (ii) the availability of such exemption, depends in part on, and PopMail
will rely upon the accuracy and truthfulness of, the foregoing representations
and NetCalendar hereby consents to such reliance.

Representations and Warranties of PopMail.  PopMail hereby represents
and warrants to NetCalendar as of the date hereof as follows:


Organization and Qualification.  PopMail is a corporation, validly
existing and in good standing under the laws of the State of Minnesota, with the
requisite corporate power and authority to own and use its properties and assets
and to carry on its business as currently conducted.  PopMail is duly qualified
to do business and is in good standing as a foreign corporation in each
jurisdiction in which the nature of the business conducted or property owned by
it makes such qualification necessary, except where the failure to be so
qualified or in good standing, as the case may be, could not, individually or in
the aggregate, (x) adversely affect the legality, validity or enforceability of
the Purchase Price Shares, the Supplemental Purchase Price Shares or this
Agreement, (y) have a material adverse effect on the results of operations,
assets, or financial condition of PopMail, or (z) adversely impair PopMail's
ability to perform fully on a timely basis its material obligations under this
Agreement (a "Material Adverse Effect").
Authorization; Enforcement.  PopMail has the requisite corporate
power and authority to enter into and to consummate the transactions
contemplated by this Agreement and to otherwise carry out its obligations
thereunder. The execution and delivery of this Agreement by PopMail and the
consummation by it of the transactions contemplated hereby have been duly
authorized by all necessary action on the part of PopMail. This Agreement has
been duly executed by PopMail and when delivered in accordance with the terms
hereof shall constitute the legal, valid and binding obligation of PopMail
enforceable against PopMail in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating to, or
affecting generally the enforcement of, creditors' rights and remedies or by
other equitable principles of general application.  PopMail is not in violation
of any provision of its articles of incorporation, bylaws or other charter
documents.
Issuance of the Purchase Price Shares and the Supplemental Purchase Price
Shares.  The Purchase Price Shares and the Supplemental Purchase Price
Shares are duly authorized, and, when issued against payment as contemplated by
this Agreement, shall be validly issued.
No Conflicts.  The execution, delivery and performance of this
Agreement by PopMail and the consummation by PopMail of the transactions
contemplated hereby do not and will not (i) conflict with or violate any
provision of its articles of incorporation, bylaws or other charter documents
(each as amended through the date hereof), (ii) conflict with, or constitute a
default (or an event which with notice or lapse of time or both would become a
default) under, or give to others any rights of termination, amendment,
acceleration or cancellation of, any agreement, indenture or instrument
(evidencing a PopMail debt or otherwise) to which PopMail is a party or by which
any property or asset of PopMail is bound or affected, or (iii) result in a
violation of any law, rule, regulation, order, judgment, injunction, decree or
other restriction of any court or governmental authority to which PopMail is
subject (including federal and state securities laws and regulations), or by
which any property or asset of PopMail is bound or affected, except in the case
of each of clauses (ii) and (iii), as could not, individually or in the
aggregate, have or result in a Material Adverse Effect.  The business of PopMail
is not being conducted in violation of any law, ordinance or regulation of any
governmental authority, except for violations which, individually or in the
aggregate, could not have or result in a Material Adverse Effect.
Consents and Approvals.  PopMail is not required to obtain any
consent, waiver, authorization or order of, or make any filing or registration
with, any court or other federal, state, local, foreign or other governmental
authority or other Person (defined below) in connection with the execution,
delivery and performance by PopMail of this Agreement other than where the
failure to obtain such consent, waiver, authorization or order, or to give or
make such notice or filing, could not have or result in, individually or in the
aggregate, a Material Adverse Effect.  PopMail shall deliver to PopMail the
Purchase Price Shares and, if applicable, the Supplemental Purchase Price Shares
in the manner contemplated hereby free and clear of all liens and encumbrances
of any nature whatsoever. A "Person" means an individual or corporation,
partnership, trust, incorporated or unincorporated association, joint venture,
limited liability company, joint stock company, government (or an agency or
subdivision thereof) or other entity of any kind.
Litigation; Proceedings.  Except as specifically disclosed in
Schedule 2.2(f), there is no action, suit, notice of violation, proceeding or
investigation pending or, to the knowledge of PopMail, threatened against or
affecting PopMail or any of its properties before or by any court, governmental
or administrative agency or regulatory authority (federal, state, county, local
or foreign) which (i) adversely affects or challenges the legality, validity or
enforceability of this Agreement or the Purchase Price Shares or the
Supplemental Purchase Price Shares or (ii) could, individually or in the
aggregate, have or result in a Material Adverse Effect.
Private Offering.  Assuming the accuracy of the representations and
warranties of NetCalendar set forth in Sections 2.1(j), (k) and (l), the offer,
issuance and sale of the Purchase Price Shares and the Supplemental Purchase
Price Shares to NetCalendar as contemplated hereby are exempt from the
registration requirements of the Securities Act of 1933, as amended (the
"Securities Act").
Investment Intent.  PopMail is acquiring the Shares for PopMail's own
account for investment purposes only and not with a view to or for distributing
or reselling such securities.
Access to Information. PopMail acknowledges that PopMail has been
afforded (i) the opportunity to ask such questions as PopMail has deemed
necessary of, and to receive answers from, representatives of NetCalendar
concerning the merits and risks of investing in the Shares; (ii) access to
information about NetCalendar and NetCalendar's financial condition, results of
operations, business, properties, management and prospects sufficient to enable
PopMail to evaluate PopMail's investment; and (iii) the opportunity to obtain
such additional information which PopMail possesses or can acquire without
unreasonable effort or expense that is necessary to make an informed investment
decision.
Reliance. PopMail understands and acknowledges that (i) the Shares
are being issued to PopMail without registration under the Securities Act in a
private placement that is exempt from the registration provisions of the
Securities Act and (ii) the availability of such exemption, depends in part on,
and NetCalendar will rely upon the accuracy and truthfulness of, the foregoing
representations and PopMail hereby consents to such reliance.



INDEMNIFICATION


Survival of Representations and Warranties. Notwithstanding any
investigation made by or on behalf of any of the parties hereto or the results
of any such investigation and notwithstanding the participation of such party in
the Closing, the representations and warranties contained in Article 2
hereof shall survive the Closing, provided that claims based upon any alleged
breach of a representation or warranty contained in Sections 2.1(g) or 2.2(f)
may be brought at any time on or prior to the expiration of any relevant statute
of limitations governing the underlying claim.
Indemnification of PopMail.  NetCalendar agrees to indemnify and hold
harmless PopMail, and each of PopMail's subsidiaries, and their respective
officers, directors, employees, agents, affiliates and shareholders against and
in respect of: (i) any and all losses, damages or deficiencies (whether as a
result of a direct claim by PopMail against NetCalendar, a third party claim
against PopMail or otherwise) resulting to PopMail from any and all breaches of
representations, warranties, covenants or other terms of this Agreement by
NetCalendar made or contained in this Agreement or in any certification, list,
document, exhibit or schedule delivered to PopMail under or in connection with
this Agreement or the transactions contemplated herein; and (ii) all costs and
expenses incident to any and all actions, suits, proceedings, claims, demands,
assessments, settlements or judgments in respect of  the foregoing, regardless
of the merit thereof, including PopMail's reasonable legal and accounting fees
and expenses (whether incident to the foregoing or to PopMail's enforcement of
said rights of defense and indemnity) (items (i) and(ii) above shall be referred
to herein collectively as "PopMail's Damages").
Procedure for Indemnification of PopMail.  If any action, suit or
proceeding shall be commenced against PopMail or any claim, demand or assessment
be asserted against PopMail in respect of which PopMail proposes to demand
indemnification, PopMail shall notify NetCalendar to that effect with reasonable
promptness. PopMail will have the right to cause NetCalendar to assume the
entire control of the defense, compromise or settlement thereof, including, at
the expense of NetCalendar, employment of counsel satisfactory to PopMail and,
in connection therewith, PopMail shall cooperate fully to make available to
NetCalendar all pertinent information under its control.  With respect to any
action, suit, proceeding claim, demand or assessment made against PopMail as to
which PopMail does not cause NetCalendar to assume control of the defense
thereof, NetCalendar shall thereafter reimburse PopMail for all of PopMail's
Damages, as and when they are incurred.
Indemnification of NetCalendar.  PopMail agrees to indemnify and hold
harmless NetCalendar, and each of NetCalendar's subsidiaries, and their
respective officers, directors, employees, agents, affiliates and stockholders
against and in respect of: (i) any and all losses, damages or deficiencies
(whether as a result of a direct claim by NetCalendar against PopMail, a third
party claim against NetCalendar or otherwise) resulting to NetCalendar from any
and all breaches of representations, warranties, covenants or other terms of
this Agreement by PopMail made or contained in this Agreement or in any
certification, list, document, exhibit or schedule delivered to NetCalendar
under or in connection with this Agreement or the transactions contemplated
herein; and (ii) all costs and expenses incident to any and all actions, suits,
proceedings, claims, demands, assessments, settlements or judgments in respect
of  the foregoing, regardless of the merit thereof, including NetCalendar's
reasonable legal and accounting fees and expenses (whether incident to the
foregoing or to NetCalendar's enforcement of said rights of defense and
indemnity) (items (i) and(ii) above shall be referred to herein collectively as
"NetCalendar's Damages").
Procedure for Indemnification of NetCalendar.  If any action, suit or
proceeding shall be commenced against NetCalendar or any claim, demand or
assessment be asserted against NetCalendar in respect of which NetCalendar
proposes to demand indemnification, NetCalendar shall notify PopMail to that
effect with reasonable promptness. NetCalendar will have the right to cause
PopMail to assume the entire control of the defense, compromise or settlement
thereof, including, at the expense of PopMail, employment of counsel
satisfactory to NetCalendar and, in connection therewith, NetCalendar shall
cooperate fully to make available to PopMail all pertinent information under its
control.  With respect to any action, suit, proceeding claim, demand or
assessment made against NetCalendar as to which NetCalendar does not cause
PopMail to assume control of the defense thereof, PopMail shall thereafter
reimburse NetCalendar for all of NetCalendar's Damages, as and when they are
incurred.


OTHER AGREEMENTS OF THE PARTIES


Transfer Restrictions.  


The Shares, Purchase Price Shares, the Supplemental Purchase Price Shares
and the Additional Shares (defined in Section 4.4 below) may only be disposed of
pursuant to an effective registration statement under the Securities Act or
pursuant to an available exemption from or in a transaction not subject to the
registration requirements thereof. In connection with any transfer of such
securities other than pursuant to an effective registration statement, the
issuer may require the transferor thereof to provide to the issuer an opinion of
counsel experienced in the area of federal securities laws selected by the
transferor, the form and substance of which opinion shall be reasonably
satisfactory to the issuer and its counsel, to the effect that such transfer
does not require registration under the Securities Act of 1933, as amended.

Each of NetCalendar and PopMail agree to the imprinting, so long as is
required by this Section 4.1(b), of either of the following legends on
certificates and other documents representing the Shares, Purchase Price Shares,
Supplemental Purchase Price Shares and Additional Shares: 

Legend (1):
THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE, IN
RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT
OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS.
Legend (2):
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND
MAY BE TRANSFERRED ONLY IF REGISTERED UNDER SUCH APPLICABLE ACTS OR UPON
DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE
COMPANY, THAT SUCH TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
The legends set forth above shall be removed from such certificates and
other documents and the issuer shall issue a certificate without any legend
(upon surrender of the legended certificates or other documents duly endorsed)
to each holder of such certificates and other documents upon which it is stamped
if (i) such securities are registered for resale under the Securities Act or
(ii) such legend is not required pursuant to Rule 144(k) promulgated under the
Securities Act. Each of NetCalendar and PopMail agrees that it will provide the
other, upon request, with certificates representing the issuer's securities
issued pursuant to this Agreement free from such legend at such time as such
legend is no longer required in accordance with this Section.
Appointment to Board of Advisors; Appointment to Board of Directors.



Promptly upon the Closing of the purchase of the Shares contemplated by this
Agreement, NetCalendar shall appoint one person designated by PopMail to the
NetCalendar Board of Advisors and permit such person (or any replacement
designated by PopMail) to fully participate in the duties and other activities
of the Board of Advisors, and shall reimburse such person for any and all
expense reasonably incurred in connection therewith, so long as PopMail owns any
of the Shares.  PopMail hereby designates ______________ as PopMail's first
appointee to serve on the NetCalendar Board of Advisors.
In the event that PopMail fully exercises the Option pursuant to Section 4.4
below as to all 27,624 Additional Shares, and PopMail causes the Initial
Registration Statement defined in Section 5.1 to be declared effective on or
before the Initial Registration Due Date, NetCalendar shall cause PopMail's
designee (or any replacement designee subsequently identified by PopMail) to be
appointed to the NetCalendar Board of Directors.  So long as (i) the Initial
Registration Statement is maintained effective throughout the Registration
Period and any Supplemental Registration Statement is maintained effective
throughout the Supplemental Registration Period, and (ii) PopMail owns in excess
of eight percent (8%) of NetCalendar's issued and outstanding shares of capital
stock, on a fully diluted, as-converted basis, PopMail's designee shall continue
to serve on the NetCalendar Board of Directors.

Option to Purchase Additional Shares.  NetCalendar hereby grants to
PopMail an option (the "Option") to purchase up to 27,624 additional shares of
NetCalendar common stock (the "Additional Shares") at a per share price of
$36.2004 (the "Exercise Price"), payable in cash. To exercise the Option,
PopMail must deliver written notice thereof (the "Option Notice") to NetCalendar
on or before the 30th day following the Initial Closing Date.  In the event that
PopMail elects to exercise the Option, the parties shall select a mutually
agreeable closing date, time and location within thirty (30) days of the Option
Notice, at which PopMail will deliver to NetCalendar the aggregate Exercise
Price and NetCalendar shall deliver to PopMail certificates representing the
Additional Shares.
Notice of Breaches.  Each of NetCalendar and PopMail shall give
prompt written notice to the other of any breach of any representation, warranty
or other agreement contained in this Agreement, as well as any events or
occurrences arising after the date hereof and prior to the Initial Closing Date
which would reasonably be likely to cause any representation or warranty or
other agreement of such party, as the case may be, contained herein to be
materially incorrect or breached as the date thereof.  However, no disclosure by
either party pursuant to this Section 4.5 shall be deemed to cure any breach of
any representation, warranty or other agreement contained herein


REGISTRATION OF POPMAIL COMMON STOCK


Filing of Initial Registration Statement.  On or before the 30th
day following the Initial Closing Date, PopMail shall prepare and file a
registration statement on Form S-3 (or any successor form thereto) (the "Initial
Registration Statement") covering the resale of the Purchase Price Shares issued
pursuant to Section 1.2 hereof with the SEC pursuant to Rule 415 of the
Securities Act.  PopMail will use its reasonable best efforts to have the
Initial Registration Statement declared effective by the SEC on or before the
75th day following the Initial Closing Date (the Initial Registration Due
Date").  PopMail  shall maintain the effectiveness of the Initial Registration
Statement at all times until the second anniversary of the Initial Closing Date
(the "Registration Period").
Resale of Purchase Price Shares.  NetCalendar may sell pursuant to
the Initial Registration Statement up to 25 percent of the Purchase Price Shares
during each of four successive 90 day periods commencing on the date the Initial
Registration Statement is declared effective by the SEC (the "Effective Date").
NetCalendar may sell any remaining Purchase Price Shares pursuant to the Initial
Registration Statement during the period commencing on the 361 day following the
Effective Date and ending upon the expiration of the Registration Period and,
thereafter, pursuant to Rule 144 promulgated under the Securities Act of 1933,
as amended.
Supplemental Registration Statement.  In the event that PopMail
issues Supplemental Purchase Price Shares pursuant to the provisions of Section
1.4 hereof, PopMail shall prepare and file a registration statement on Form S-3
(or any successor form thereto) (the "Supplemental Registration Statement")
covering the resale of such securities with the SEC pursuant to Rule 415 of the
Securities Act.  PopMail will use its reasonable best efforts to have the
Supplemental Registration Statement declared effective by the SEC on or before
the 75th day following the Supplemental Closing Date (the "Supplemental
Registration Due Date"). PopMail shall maintain the effectiveness of the
Supplemental Registration Statement at all times until the first anniversary of
the Supplemental Closing Date (the "Supplemental Registration Period").
Filing of Amendments.  PopMail shall prepare and file with the SEC
such amendments (including post-effective amendments) and supplements to the
Initial Registration Statement (and, if applicable, the Supplemental
Registration Statement) and the prospectus(es) used in connection therewith as
may be necessary to keep such Registration Statements effective at all times
through the Registration Period and the Supplemental Registration Period.
Qualification Under Blue Sky Laws. PopMail shall use its reasonable
best efforts to (i) register and qualify the securities covered by the Initial
Registration Statement and Supplemental Registration Statement (collectively,
the "PopMail Shares") under such other securities or blue sky laws of such
jurisdictions as NetCalendar may reasonably request, (ii) prepare and file in
those jurisdictions such amendments (including post-effective amendments) and
supplements, (iii) take such other actions as may be necessary to maintain such
registrations and qualifications in effect at all times through the Registration
Period and, if applicable, the Supplemental Registration Period and (iv) take
all other actions reasonably necessary or advisable to qualify the PopMail
Shares for sale in such jurisdictions; provided, however, that
PopMail shall not be required in connection therewith or as a condition thereto
to (I) qualify to do business in any jurisdiction where it would not otherwise
be required to qualify but for this Section 5.5, (II) subject itself to general
taxation in any such jurisdiction, (III) file a general consent to service of
process in any such jurisdiction (excluding execution of a Form U-2 Uniform
Consent to Service of Process or equivalent filing which may be required for
such registration, qualification or any exemption therefrom), or (IV) make any
change in its charter or bylaws.
Registration Expenses.  All expenses (other than fees and expenses of
investment bankers  retained by NetCalendar, if any, and brokerage commissions)
incurred in connection with registrations, filings or qualifications pursuant to
this Article 5, including, without limitation, all registration, listing and
qualifications fees, printers and accounting fees and the fees and disbursements
of counsel for PopMail, shall be borne by PopMail; provided,
however, that NetCalendar shall bear the fees and out-of-pocket expenses
of its own legal counsel and any  accountants and agents engaged by
NetCalendar.
Indemnification.  In the event any PopMail Shares are included in a
registration statement pursuant to this Agreement:


To the extent permitted by law, PopMail (in such capacity an "Indemnifying
Party") shall indemnify and hold NetCalendar (in such capacity an "Indemnified
Person") harmless against any losses, claims, damages, expenses or liabilities
(collectively the "Claims") to which NetCalendar becomes subject under the
Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange
Act") or otherwise, insofar as such Claims (or actions or proceedings, whether
commenced or threatened, in respect thereof) arise out of or are based upon any
of the following statements, omissions or violations in the Initial Registration
Statement or Supplemental Registration Statement, or any post-effective
amendment thereof, or any prospectus included therein: (i) any untrue statement
or alleged untrue statement of a material fact contained in either registration
statement or any post-effective amendment thereof or the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, (ii) any untrue
statement or alleged untrue statement of a material fact contained in any
preliminary prospectus if used prior to the effective date of the applicable
registration statement, or contained in the final prospectus (as amended or
supplemented, if PopMail files any amendment thereof or supplement thereto with
the SEC) or the omission or alleged omission to state therein any material fact
necessary to make the statements made therein, in light of the circumstances
under which the statements therein were made, not misleading or (iii) any
violation or alleged violation by PopMail of the Securities Act, the Exchange
Act or any state securities law or any rule or regulation (the matters in the
foregoing clauses (i) through (iii) being, collectively, "Violations").  PopMail
shall reimburse NetCalendar promptly as such expenses are incurred and are due
and payable, for any legal fees or other reasonable expenses incurred by
NetCalendar in connection with investigating or defending any such Claim.
Notwithstanding anything to the contrary contained herein, the indemnification
agreement contained in this Section 5.7 shall not apply to a Claim arising out
of or based upon a Violation which occurs in reliance upon and in conformity
with information furnished in writing to PopMail by NetCalendar expressly for
use in connection with the preparation of either the Initial Registration
Statement or the Supplemental Registration Statement or any such amendment
thereof.  Such indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of such Indemnified Person.
In connection with the Initial Registration Statement and, if applicable,
the Supplemental Registration Statement, NetCalendar (in such capacity an
"Indemnifying Party") agrees to indemnify and hold harmless, to the same extent
and in the same manner set forth in Section 5.7(a), PopMail, each of its
directors, each of its officers who signs the Registration Statement, each
person, if any, who controls PopMail within the meaning of the Securities Act or
the Exchange Act, and any other shareholder selling securities pursuant to the
applicable registration statement or any of its directors or officers or any
person who controls such shareholder within the meaning of the Securities Act or
the Exchange Act (each an "Indemnified Party"), against any Claim to which any
of them may become subject, under the Securities Act, the Exchange Act or
otherwise, insofar as such Claim arises out of or is based upon any Violation,
in each case to the extent (and only to the extent) that such Violation occurs
in reliance upon and in conformity with written information furnished to PopMail
by NetCalendar expressly for use in connection with either or both registration
statement; and NetCalendar will promptly reimburse any legal or other expenses
reasonably incurred by the Indemnified Parties in connection with investigating
or defending any such Claim; provided, however, that the indemnity
agreement contained in this Section 5.7(b) shall not apply to amounts paid in
settlement of any Claim if such settlement is effected without the prior written
consent of NetCalendar, which consent shall not be unreasonably withheld;
provided, further, however, that NetCalendar shall be
liable under this Section 5.7(b) for only that amount of a Claim as does not
exceed the net proceeds to NetCalendar as a result of the sale of the Purchase
Price Shares or the Supplemental Purchase Price Shares pursuant to either the
Initial Registration Statement or the Supplemental Registration Statement. Such
indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of such Indemnified Party.
Promptly after receipt by the Indemnified Person or any Indemnified Party
under this Section 5.7 of notice of the commencement of any action (including
any governmental action), the Indemnified Person or such Indemnified Party
shall, if a Claim in respect thereof is to made against any Indemnifying Party
under this Section 5.7, deliver to the Indemnifying Party a written notice of
the commencement thereof and this Indemnifying Party shall have the right to
participate in, and, to the extent the Indemnifying Party so desires, jointly
with any other Indemnifying Party similarly noticed, to assume control of the
defense thereof with counsel mutually satisfactory to the Indemnifying Parties;
provided, however, that an Indemnified Person or Indemnified Party
shall have the right to retain its own counsel, with the fees and expenses to be
paid by the Indemnifying Party, if, in the reasonable opinion of counsel
retained by the Indemnifying Party, the representation by such counsel of the
Indemnified Person or Indemnified Party and the Indemnifying Party would be
inappropriate due to actual or potential differing interests between such
Indemnified Person or Indemnified Party and other party represented by such
counsel in such proceeding.  The failure to deliver written notice to the
Indemnifying Party within a reasonable time of the commencement of any such
action shall not relieve such Indemnifying Party of any liability to the
Indemnified Person or Indemnified Party under this Section 5.7, except to the
extent that the Indemnifying Party is prejudiced in its ability to defend such
action. The indemnification required by this Section 5.7 shall be made by
periodic payments of the amount thereof during the course of the investigation
or defense, as such expense, loss, damage or liability is incurred and is due
and payable.

Contribution.  To the extent any indemnification provided for
herein is prohibited or limited by law, the Indemnifying Party agrees to make
the maximum contribution with respect to any amounts for which it would
otherwise be liable under Section 5.7 to the fullest extent permitted by law;
provided, however, that (a) no contribution shall be made under
circumstances where the maker would not have been liable for indemnification
under the fault standards set forth in Section 5.7, (b) no person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation and (c) contribution by NetCalendar
shall be limited in amount to the net amount of proceeds received by NetCalendar
from the sale of the Purchase Price Shares and the Supplemental Purchase Price
Shares.
Reports under Exchange Act.  With a view to making available to
NetCalendar the benefits of Rule 144 or any other similar rule or regulation of
the SEC that may at any time permit NetCalendar to sell securities of PopMail to
the public without registration, until such time as NetCalendar have sold all
the Purchase Price Shares and the Supplemental Purchase Price Shares pursuant to
the Initial Registration Statement and, if applicable, the Supplemental
Registration Statement, or Rule 144, PopMail agrees to:


make and keep public information available, as those terms are understood
and defined in Rule 144;
file with the SEC all reports and other documents required of PopMail under
the Securities Act and the Exchange Act; and
furnish to NetCalendar so long as NetCalendar owns Purchase Price Shares or
Supplemental Purchase Price Shares, promptly upon request, (i) a written
statement by PopMail that it has complied with the reporting requirements of
Rule 144, the Securities Act and the Exchange Act, (ii) a copy of the most
recent annual or quarterly report of PopMail and such other reports and
documents so filed by PopMail and (iii) such other information as may be
reasonably requested to permit NetCalendar to sell such securities pursuant to
Rule 144 without registration.



TERMINATION; REMEDIES


Termination.  This Agreement will be terminated and, except as
set forth below, the provisions hereof shall have no further force or effect in
the earliest event that:


The average closing share price of PopMail common stock for the ten
consecutive trading days preceding the second business day prior to the Initial
Closing Date is less than $.50 and NetCalendar rejects PopMail's offer of
Purchase Price Shares made pursuant to Section 1.1;
The Initial Registration Statement is not declared effective by the SEC on
or before the Initial Registration Due Date, and NetCalendar elects (as hereby
authorized) to terminate this Agreement at any time during the 60-day period
following the Initial Registration Due Date by providing written notice thereof
(the "Termination Notice") to PopMail during such period; provided,
however, that NetCalendar may not elect to terminate this Agreement if
the Initial Registration Statement is declared effective by the SEC prior to
NetCalendar providing such Termination Notice.  Within ten (10) days of the date
of such Termination Notice, PopMail shall deliver to NetCalendar the
certificates representing the Shares and NetCalendar shall deliver to PopMail
the certificates representing the Purchase Price Shares; or
The Initial Registration Statement, having once been declared effective by
the SEC, is not maintained effective by PopMail throughout the Registration
Period, and NetCalendar elects (as hereby authorized) to terminate this
Agreement at any time during the 60-day period following the date upon which the
Initial Registration shall become not effective, by providing written notice
thereof (the "Termination Notice") to PopMail during such period; provided,
however, that NetCalendar may not elect to terminate this Agreement if the
Initial Registration Statement, having become not effective, is again made
effective by the SEC prior to NetCalendar providing such Termination Notice.
Within ten (10) days of the date of such Termination Notice, NetCalendar shall
deliver to PopMail certificates representing such number of Purchase Price
Shares as shall then be held by NetCalendar, and PopMail shall deliver to
NetCalendar  certificates representing such number of Shares as shall equal the
value of the Purchase Price Shares tendered by NetCalendar hereunder, with the
value of the Purchase Price Shares and the Shares exchanged under this Section
6.1(c) each being determined as of the Initial Closing Date.

Litigation Expense.  In the event any party hereto is made or shall
become a party to any litigation commenced by or against the other party
involving the enforcement of any of the rights or remedies of such party, or
arising on account of a default of the other party in its performance of any of
the other party's obligations hereunder, then the prevailing party in such
litigation shall be entitled to full reimbursement by the other party of any and
all reasonable costs incurred by such prevailing party in connection with such
litigation, including the reasonable costs, fees and expenses of
attorneys.


MISCELLANEOUS


Fees and Expenses.  Each party shall pay the fees and expenses of
its advisers and other experts in connection with the transactions contemplated
by this Agreement.
Entire Agreement.  This Agreement, together with any Exhibits and
Schedules hereto, contains the entire understanding of the parties with respect
to the subject matter hereof and supersedes all prior agreements and
understandings, oral or written, with respect to such matters.
Notices.  Any and all notices or other communications or deliveries
required or permitted to be provided hereunder shall be in writing and shall be
deemed given and effective on the earliest of (i) the date of transmission, if
such notice or communication is delivered via facsimile at the facsimile
telephone number specified in this Section prior to 4:30 p.m. (Minneapolis time)
on a business day, (ii) the business day after the date of transmission, if such
notice or communication is delivered via facsimile at the facsimile telephone
number specified herein later than 4:30 p.m. (Minneapolis time) on any date and
earlier than 11:59 p.m. (Minneapolis time) on such date, (iii) the business day
following the date of mailing, if sent by nationally recognized overnight
courier service, or (iv) upon actual receipt by the party to whom such notice is
required to be given.  The address for such notices and communications shall be
as follows:
If to PopMail:
PopMail.com, inc.
5700 W. Plano Parkway Suite 1000
Plano, TX  75093
telephone:  972-381-2742
facsimile:  972-381-2743 
Attention: Mr. Gary Schneider

With copy to:

Philip J. Tilton, Esq.
Maslon Edelman Borman & Brand, LLP
3300 Wells Fargo Center
Minneapolis, MN 55402
telephone: 612-672-8200
facsimile: 612-672-8397
If to NetCalendar:
NetCalendar, Inc. 
1901 N. Ft. Myer Drive, Suite 702
Arlinton, Virginia  22209
telephone:  703.812.1500
facsimile:  703.812.1507
Attention:  Mr. Edward L. Neumann
With copy to:
J. Stephen Britt, Esq.
Enterprise Business Law Group LLC
7900 Westpark Drive, Suite T-305
McLean, Virginia  22102
telephone:  703.848.8317
facsimile:  703.848.8333
Waivers.  No waiver of any default with respect to any provision,
condition or requirement of this Agreement shall be deemed to be a continuing
waiver in the future or a waiver of any other provision, condition or
requirement hereof, nor shall any delay or omission of either party to exercise
any right hereunder in any manner impair the exercise of any such right accruing
to it thereafter.
Headings.  The headings herein are for convenience only, do not
constitute a part of this Agreement and shall not be deemed to limit or affect
any of the provisions hereof.
Assignment and Delegation.  Neither party may assign its rights nor
delegate its duties or obligations arising under this Agreement without the
written consent of the other, which consent may be withheld for any reason or no
reason.  The assignment by a party of this Agreement or any rights hereunder
shall not affect the obligations of such party under this Agreement.
No Third-Party Beneficiaries.  This Agreement is intended for the
benefit of the parties hereto and their respective permitted successors and
assigns and, other than with respect to permitted assignees under Section 7.6,
is not for the benefit of, nor may any provision hereof be enforced by, any
other Person.
Governing Law.  This Agreement shall be governed by and construed and
enforced in accordance with the internal laws of the State of Minnesota without
regard to the principles of conflicts of law thereof.
Survival.  The representations, warranties, agreements and covenants
contained in this Agreement shall survive after the Closing Date.
Execution.  This Agreement may be executed in two or more
counterparts, all of which when taken together shall be considered one and the
same agreement and shall become effective when counterparts have been signed by
each party and delivered to the other party, it being understood that both
parties need not sign the same counterpart.  In the event that any signature is
delivered by facsimile transmission, such signature shall create a valid and
binding obligation of the party executing (or on whose behalf such signature is
executed) the same with the same force and effect as if such facsimile signature
page were an original thereof.
Severability.  In case any one or more of the provisions of this
Agreement shall be invalid or unenforceable in any respect, the validity and
enforceability of the remaining terms and provisions of this Agreement shall not
in any way be affected or impaired thereby and the parties will attempt to agree
upon a valid and enforceable provision which shall be a reasonable substitute
therefor, and upon so agreeing, shall incorporate such substitute provision in
this Agreement.
Remedies.  Each of the parties to this Agreement acknowledges and
agrees that the other parties would be damaged irreparably in the event any of
the provisions of this Agreement are not performed in accordance with their
specific terms or otherwise are breached.  Accordingly, each of the parties
hereto agrees that the other parties shall be entitled to an injunction or
injunctions to prevent breaches of the provisions of this Agreement and to
enforce specifically this Agreement and the terms and provisions of this
Agreement in any action instituted in any court of the United States of America
or any state thereof having jurisdiction over the parties to this Agreement and
the matter, in addition to any other remedy to which they may be entitled, at
law or in equity.





IN WITNESS WHEREOF, the parties hereto have caused this Stock Purchase
Agreement to be duly executed by their respective authorized persons as of the
date first indicated above.






NETCALENDAR, INC.


By:  _______________________
	Edward L. Neumann
Its: Chief Executive Officer


POPMAIL.COM, INC.


By:  _______________________
	Gary Schneider
Its: Chief Executive Officer



EX-10.53
25
exh1053.htm
EXHIBIT












Exhibit 10.53

SECURITY AGREEMENT
This Security Agreement (the
"Agreement") is made as of December 8, 2000 by and between JBII
Corporation, a Delaware corporation (the "Debtor"), and
PopMail.com, Inc., a Minnesota corporation (the "Secured
Party").
RECITALS
The Debtor and the Secured Party are parties to a
Secured Promissory Note of even date with this Agreement (the
"Note").  The parties intend that the Debtor's obligations to
repay the Note be secured by certain assets of the Debtor.
AGREEMENT

In consideration of the purchase of the Note by the Secured
Party and for other good and valuable consideration, the Debtor hereby agrees
with the Secured Party as follows:
1.	Grant of Security Interest.  To secure
the Debtor's full and timely performance of all of the Debtor's obligations and
liabilities to the Secured Party pursuant to the Note (including, without
limitation, Debtor's obligation to timely pay the principal amount of the Note)
(the "Obligations"), the Debtor hereby grants to the Secured
Party a continuing security interest (the "Security Interest")
in and to all of the property described on Exhibit A to this Agreement
(the "Collateral").  The Security Interest shall be a first and
prior interest in all of the Collateral.
2.	Covenants.  The Debtor covenants and
agrees with the Secured Party that, from and after the date of this Agreement
until the Obligations are paid in full:
(a)	Other Liens.  Except for the Security
Interest, the Debtor is the owner of the Collateral.  No financing statements
covering any Collateral or any proceeds thereof are on file in any public
office.
(b)	Further Documentation.  At any time and
from time to time, upon the written request of the Secured Party, and at the
sole expense of the Secured Party, the Debtor will promptly and duly execute and
deliver such further instruments and documents and take such further action as
the Secured Party may reasonably request for the purpose of obtaining or
preserving the full benefits of this Agreement and of the rights and powers
herein granted, including, without limitation, filing any financing or
continuation statements under the Uniform Commercial Code in effect in any
jurisdiction with respect to the liens created hereby.  The Debtor also hereby
authorizes the Secured Party to file any such financing or continuation
statement without the signature of the Debtor to the extent permitted by
applicable law.  A reproduction of this Agreement shall be sufficient as a
financing statement (or as an exhibit to a financing statement on form UCC-1)
for filing in any jurisdiction.
(c)	Indemnification.  The Debtor agrees to
defend, indemnify and hold harmless the Secured Party against any and all
liabilities, costs and expenses (including, without limitation, legal fees and
expenses): (i) with respect to, or resulting from, any delay in paying, any
and all excise, sales or other taxes which may be payable or determined to be
payable with respect to any of the Collateral or (ii) with respect to, or
resulting from, any delay in complying with any law, rule, regulation or order
of any governmental authority applicable to any of the Collateral.
(d)	Maintenance of Records.  The Debtor will
keep and maintain at its own expense complete and satisfactory records of the
Collateral.
(e)	Inspection Rights.  The Secured Party
shall have full access during normal business hours, and upon reasonable prior
notice, to all the books, correspondence and other records of the Debtor
relating to the Collateral.  The Secured Party or its representatives may
examine such records and make photocopies or otherwise take extracts from such
records.  The Debtor agrees to render to the Secured Party, at the Debtor's
expense, such clerical and other assistance as may be reasonably requested with
regard to the exercise of its rights pursuant to this paragraph.
(f)	Compliance with Laws, etc.  The Debtor
will comply in all material respects with all laws, rules, regulations and
orders of any governmental authority applicable to any part of the Collateral or
to the operation of the Debtor's business; provided, however, that
the Debtor may contest any such law, rule, regulation or order in any reasonable
manner which does not, in the reasonable opinion of the Debtor, adversely affect
the Secured Party's rights or the priority of its liens on the Collateral.
(g)	Payment of Obligations.  The Debtor will
pay promptly when due all taxes, assessments and governmental charges or levies
imposed upon the Collateral or with respect to any of its income or profits
derived from the Collateral, as well as all claims of any kind (including,
without limitation, claims for labor, materials and supplies) against or with
respect to the Collateral, except that no such charge need be paid if
(i) the validity of such charge is being contested in good faith by
appropriate proceedings, (ii) such proceedings do not involve any material
danger of the sale, forfeiture or loss of any of the Collateral or any interest
in the Collateral and (iii) such charge is adequately reserved against on
the Debtor's books in accordance with generally accepted accounting
principles.
(h)	Further Identification of Collateral.
The Debtor will furnish to the Secured Party from time to time statements and
schedules further identifying and describing the Collateral and such other
reports in connection with the Collateral as the Secured Party may reasonably
request, all in reasonable detail.
3.	Secured Party's Appointment as Attorney-in-Fact.

(a)	Powers.  For purposes of this
Agreement, "Event of Default" means Debtor's failure to pay or
discharge the Obligations in full in accordance with the terms of the Note.  The
Debtor hereby appoints the Secured Party and any officer or agent of the Secured
Party, with full power of substitution, as its attorney-in-fact with full
irrevocable power and authority in the place of the Debtor and in the name of
the Debtor or its own name, from time to time in the Secured Party's discretion
so long as an Event of Default has occurred and is continuing, for the purpose
of carrying out the terms of this Agreement, to take any appropriate action and
to execute any instrument which may be necessary or desirable to accomplish the
purposes of this Agreement.  Without limiting the foregoing, so long as an Event
of Default has occurred and is continuing, the Secured Party shall have the
right, without notice to, or the consent of, the Debtor, to do any of the
following on the Debtor's behalf:





	(i)	to pay or discharge any taxes or liens levied or
placed on or threatened against the Collateral;
	(ii)	to direct any party liable for any payment under
any of the Collateral to make payment of any and all amounts due or to become
due thereunder directly to the Secured Party or as the Secured Party
directs;
	(iii)	to ask for or demand, collect, and receive
payment of and receipt for, any payments due or to become due at any time in
respect of or arising out of any Collateral;
	(iv)	to commence and prosecute any suits, actions or
proceedings at law or in equity in any court of competent jurisdiction to
enforce any right in respect of any Collateral;
	(v)	to defend any suit, action or proceeding brought
against the Debtor with respect to any Collateral;
	(vi)	to settle, compromise or adjust any suit, action
or proceeding described in subsection (v) above and to give such discharges
or releases in connection therewith as the Secured Party may deem
appropriate;
	(vii)	to assign any patent right included in the
Collateral of Debtor (along with the goodwill of the business to which any such
patent right pertains), throughout the world for such term or terms, on such
conditions, and in such manner, as the Secured Party shall in its sole
discretion determine; and
	(viii)	generally, to sell, transfer, pledge and make
any agreement with respect to or otherwise deal with any of the Collateral and
to take, at the Secured Party's option and the Debtor's expense, any actions
which the Secured Party deems necessary to protect, preserve or realize upon the
Collateral and the Secured Party's liens on the Collateral and to carry out the
intent of this Agreement, in each case to the same extent as if the Secured
Party were the absolute owner of the Collateral for all purposes.




The Debtor hereby ratifies whatever actions the Secured Party
shall lawfully do or cause to be done in accordance with this Section 3.  This
power of attorney shall be a power coupled with an interest and shall be
irrevocable.
(b)	No Duty on Secured Party's Part.  The
powers conferred on the Secured Party by this Section 3 are solely to protect
the Secured Party's interests in the Collateral and shall not impose any duty
upon it to exercise any such powers.  The Secured Party shall be accountable
only for amounts that it actually receives as a result of the exercise of such
powers, and neither the Secured Party nor any of its officers, directors,
employees or agents shall, in the absence of willful misconduct or gross
negligence, be responsible to the Debtor for any act or failure to act pursuant
to this Section 3.
4.	Remedies.  If an Event of Default has
occurred and is continuing, the Secured Party may exercise, in addition to all
other rights and remedies granted to it in this Agreement and in any other
instrument or agreement relating to the Obligations, all rights and remedies of
a secured party under the Washington Uniform Commercial Code, as amended from
time to time (the "Code").
5.	Limitation on Duties Regarding Preservation of
Collateral.  The Secured Party's sole duty with respect to the custody,
safekeeping and preservation of the Collateral, under RCW 62.9-207 of the Code
or otherwise, shall be to deal with it in the same manner as the Secured Party
deals with similar property for its own account.  Neither the Secured Party nor
any of its directors, officers, employees or agents shall be liable for failure
to demand, collect or realize upon all or any part of the Collateral or for any
delay in doing so or shall be under any obligation to sell or otherwise dispose
of any Collateral upon the request of the Debtor or otherwise.
6.	Powers Coupled with an Interest.  All
authorizations and agencies contained in this Agreement with respect the
Collateral are irrevocable and powers coupled with an interest.
7.	Miscellaneous.

(a)	Amendments and Waivers.  Any term of
this Agreement may be amended with the written consent of the parties or their
respective successors and assigns.  Any amendment or waiver effected in
accordance with this Section 7(a) shall be binding upon the parties and
their respective successors and assigns.
(b)	Transfer; Successors and Assigns. 
The terms and conditions of this Agreement shall be binding upon the Debtor
and its successors and assigns and inure to the benefit of the Secured Party and
its successors and assigns.  Nothing in this Agreement, express or implied, is
intended to confer upon any party other than the parties hereto or their
respective successors and assigns any rights, remedies, obligations
or liabilities under or by reason of this Agreement, except as expressly
provided in this Agreement.
(c)	Governing Law.  This Agreement and all
acts and transactions pursuant hereto and the rights and obligations of the
parties hereto shall be governed, construed and interpreted in accordance with
the laws of the State of Washington, without giving effect to principles of
conflicts of law.
(d)	Counterparts.  This Agreement may be
executed in two or more counterparts, each of which shall be deemed an original
and all of which together shall constitute one instrument.
(e)	Titles and Subtitles.  The titles and
subtitles used in this Agreement are used for convenience only and are not
to be considered in construing or interpreting this Agreement.
(f)	Notices.  Any notice required or
permitted by this Agreement shall be in writing and shall be deemed sufficient
upon receipt, when delivered personally or by courier, overnight delivery
service or confirmed facsimile, or forty-eight (48) hours after being deposited
in the U.S. mail as certified or registered mail with postage prepaid, if such
notice is addressed to the party to be notified at such party's address or
facsimile number as set forth below or as subsequently modified by
written notice.
(g)	Severability.  If one or more provisions
of this Agreement are held to be unenforceable under applicable law, the parties
agree to renegotiate such provision in good faith, in order to maintain the
economic position enjoyed by each party as close as possible to that under the
provision rendered unenforceable.  In the event that the parties cannot reach a
mutually agreeable and enforceable replacement for such provision, then
(i) such provision shall be excluded from this Agreement, (ii) the
balance of the Agreement shall be interpreted as if such provision were so
excluded and (iii) the balance of the Agreement shall be enforceable in
accordance with its terms.
(h)	Entire Agreement.  This Agreement, and
the documents referred to herein constitute the entire agreement between the
parties hereto pertaining to the subject matter hereof, and any and all other
written or oral agreements existing between the parties hereto concerning such
subject matter are expressly canceled.
[Signature Page Follows]
The Debtor and Secured Party have caused this Agreement to be
duly executed and delivered as of the date first above written.
		DEBTOR:


		JBII Corporation

		a Delaware corporation


			By:____________________________

			Name:___________________________

		Title:	___________________________


		Address:	2310 130th Avenue NE
			Suite B-202
			Bellevue, WA  98005

		Facsimile No:(425) 869-3678

SECURED PARTY:
PopMail.com, Inc., 
a Minnesota corporation

By:_________________________

Name:___________________________

Title:  ___________________________	


Address:
1331 Corporate Dr # 350 
Irving, TX 75038
Facsimile Number:  (972) 550-5581



















EX-10.54
26
exh1054.htm
EXHIBIT












Exhibit 10.54


THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A
VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF.  NO SUCH SALE
OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT
RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY
THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.
SECURED PROMISSORY NOTE

$2,250,000.00	December 8, 2000
	Bellevue, Washington

	For value received, JBII Corporation, a Washington
corporation (the "Company"), promises to pay to Popmail.com,
Inc. (the "Holder"), the principal sum of Two Million Two
Hundred Fifty Thousand Dollars and No Cents ($2,250,000.00) (as may be adjusted
as provided in Section 2 below) (the "Principal Amount"), with
zero interest on the unpaid principal hereof; provided, however, in the event
the Company is in default of its obligation to pay any amounts due under this
Note, then interest shall accrue from the date of such default solely on such
amounts at the then applicable prime rate per annum.  This Note is issued
pursuant to that certain Asset Purchase Agreement dated December 8, 2000 by and
among the Company, the Holder and IZ.com, Inc. (the "Asset
Agreement").  All capitalized terms not defined herein shall have the
meaning set forth in the Asset Agreement.  This secured promissory note
("Note") is subject to the following terms and conditions.
1.	Maturity.  This Note will automatically mature and be due
and payable in one of the following options, which option shall be chosen by
Company in its sole discretion except that compliance with option (a) shall
be mandatory upon the occurrence of a Liquidity Event (as defined
below):




(a)	Within five (5) days following the closing of
(i) an underwritten initial public offering of the Company's Common Stock
pursuant to a Registration Statement on Form S-1 under the Securities Act of
1933, as amended (the "IPO"), or (ii) the sale or other
transfer or conveyance of all or substantially all of the Purchased Assets
substantially in exchange for cash consideration, or (iii) the Company's
merger with or into or consolidation with any other corporation (other than a
wholly-owned subsidiary corporation) substantially in exchange for cash
consideration or if the Company effects any other transaction or series of
related transactions substantially in exchange for cash consideration in which
more than fifty percent (50%) of the voting power of the Company is disposed of
and the Company is not the survivor (each of (i), (ii) and (iii) a
"Liquidity Event"); or 

(b) Beginning at the end of the Company's first fiscal
quarter that occurs after the three-year anniversary of the Closing Date (the
"Initial Quarter"), Company shall pay Holder quarterly
installments of exactly 15% of Company's net operating profit (as calculated in
accordance with GAAP) from the previous fiscal quarter, with the first
installment due 30 days after the end of the Initial Quarter and all subsequent
installments payable 30 days after the end of each quarter thereafter, provided
that all amounts due and payable under this Note shall be paid to Holder by no
later than the date that is the eight-year anniversary of the Closing Date;
or

(c) Beginning at the end of the Initial Quarter, if Company
chooses to tender Popmail Stock (as defined in Section 3) pursuant to Section 3,
Company shall pay Holder quarterly installments of shares of Popmail Stock
having a value (determined as set forth in Section 3) equal to at least 50% of
Company's operating profit (as calculated in accordance with GAAP) from the
previous fiscal quarter, with the first installment due 30 days after the end of
the Initial Quarter and all subsequent installments payable 30 days after the
end of each quarter thereafter, provided that all amounts due and payable under
this Note shall be paid to Holder by no later than the date that is the eight-
year anniversary of the Closing Date; or

(d) If Company does not elect (a), (b) or (c) above, then the
Note shall automatically mature and become due and payable in 48 equal monthly
installments, with the first such installment due the date that is the four-year
anniversary of the Closing Date, with subsequent installments due thereafter on
the monthly anniversaries of the Closing Date.




Notwithstanding the foregoing, the entire unpaid principal sum of this Note
shall become immediately due and payable upon the insolvency of the Company, the
commission of any act of bankruptcy by the Company, the execution by the Company
of a general assignment for the benefit of creditors, the filing by or against
the Company of a petition in bankruptcy or any petition for relief under the
federal bankruptcy act or the continuation of such petition without dismissal
for a period of ninety (90) days or more, or the appointment of a receiver or
trustee to take possession of the property or assets of the Company.  
2.	Principal Amount Adjustment.  In the event a
Consideration Adjustment occurs as provided in Section 2.6(a) of the Asset
Agreement or partial forgiveness of the Principal Amount occurs as provided in
Sections 2.6(b) or 2.6(c) of the Asset Agreement, the Principal Amount
shall be correspondingly reduced in an amount equal to such Consideration
Adjustment or partial forgiveness, respectively.  Any such adjustment shall
affect only the Principal Amount, and all other terms and provisions of this
Note shall remain unchanged.
3.	Payment; Prepayment.  All payments shall be made in
either (i) lawful money of the United States of America or (ii) shares of
Popmail.com, Inc. common stock ("Popmail Stock"), in each case
at such place as the Holder hereof may from time to time designate in writing to
the Company.  Any shares of Popmail Stock tendered by Holder pursuant to this
Section 3 shall be valued at the average of the closing trade prices over the
ten day period immediately prior to the date such shares are tendered.
Prepayment of this Note may be made at any time(s) and in any amount(s) without
penalty. 
4.	Transfer; Successors and Assigns.  The terms and
conditions of this Note shall inure to the benefit of and be binding upon the
respective successors and assigns of the parties.  Notwithstanding the
foregoing, the Holder may not assign, pledge, or otherwise transfer this Note
without the prior written consent of the Company, which consent shall not be
unreasonably withheld.  Subject to the preceding sentence, this Note may be
transferred only upon surrender of the original Note for registration of
transfer, duly endorsed, or accompanied by a duly executed written instrument of
transfer in form satisfactory to the Holder.  Thereupon, a new note for the same
Principal Amount and interest will be issued to, and registered in the name of,
the transferee.  Interest and Principal Amount are payable only to the
registered holder of this Note.
5.	Governing Law.  This Note and all acts and transactions
pursuant hereto and the rights and obligations of the parties hereto shall be
governed, construed and interpreted in accordance with the laws of the State of
Washington, without giving effect to principles of conflicts of law.  
6.	Notices.  Any notice required or permitted by this Note
shall be in writing and shall be deemed sufficient upon delivery, when delivered
personally or by a nationally-recognized delivery service (such as Federal
Express or UPS), or forty-eight (48) hours after being deposited in the U.S.
mail, as certified or registered mail, with postage prepaid, addressed to the
party to be notified at such party's address as set forth below or as
subsequently modified by written notice.
7.	Amendments and Waivers.  Any term of this Note may be
amended only with the written consent of the Company and the Holder.  Any
amendment or waiver effected in accordance with this Section 7 shall be
binding upon the Company, the Holder and each transferee of the Note.
8. 	Stockholders, Officers and Directors Not Liable.  In no
event shall any stockholder, officer or director of the Company be liable for
any amounts due or payable pursuant to this Note.
9.	Grant of Security Interest.  This Note is secured by a
security interest in the Purchased Assets in accordance with a separate security
agreement (the "Security Agreement") of even date herewith
between the Company and the Holder, the terms of which are incorporated herein
by reference.  In case of an Event of Default (as defined in the Security
Agreement), the Holder shall have the rights set forth in the Security
Agreement.
10.	Notice Regarding Oral Commitments.  Oral agreements or
oral commitments to loan money extend credit, or to forbear from enforcing
repayment of a debt are not enforceable under Washington law.















COMPANY:

JBII CORPORATION

By:	

Name:	
	(print)
Title:	

Address:  2310 130th Avenue NE, 














	Suite B-202
	Bellevue, WA 98005


AGREED TO AND ACCEPTED:

POPMAIL.com, INC.

By:  ___________________________

Name: _________________________
	           (print)
Title:  __________________________

Address:	1333 Corporate Drive
		Suite 350
		Irving, TX  75038




















EX-10.55
27
exh1055.htm
EXHIBIT












Exhibit 10.55



Asset Purchase Agreement

	This Asset Purchase Agreement (the "Agreement") is
entered into as of December 8, 2000, by and between JBII Corporation, a Delaware
corporation ("Buyer"), PopMail.com, Inc.
("PopMail"), a Minnesota corporation and IZ.com, Inc., a
Delaware corporation and wholly owned subsidiary of PopMail
("IZ" and together with PopMail, the
"Seller").

RECITALS

	IZ conducts a business, which among other things provides content
creation and development for publication on multiple electronic platforms
through the use of the Vignette StoryServer software, both under IZ's own brand
and for clients on a client branded basis (the "IZ Business").
For all purposes of this Agreement, "IZ Business" shall exclude all
the assets and liabilities of PopMail Network, Inc., a Texas company based in
Dallas, Texas and Fan Asylum, Inc., a California company based in San Francisco,
California.  Buyer desires to acquire from Seller, and Seller desires to sell to
Buyer, substantially all of the assets of the IZ Business on the terms and
subject to the conditions set forth in this Agreement.

AGREEMENT

	In consideration of the mutual agreements, representations,
warranties and covenants set forth below, Buyer and Seller agree as follows:

1.	Definitions.

1.1	Definitions.  As used in this Agreement, the
following terms shall have the following meanings:
(a)	"Affiliate" means with respect
to any Person, a Person directly or indirectly controlling or controlled by or
under common control with such Person.
(b)	"Closing" means the
consummation of the transactions contemplated hereby.
(c)	"Closing Date" means the date
of the Closing.
(d)	"Code" means the Internal
Revenue Code of 1986, as amended.
(e)	"Environmental Laws" shall
mean all federal, regional, state, county or local laws, statutes, ordinances,
decisional law, rules, regulations, codes, orders, decrees, directives and
judgments relating to public health or safety, pollution, damage to or
protection of the environment, any environmental contamination or pollution or
threatened contamination or pollution of, or the release or threatened release
of hazardous materials into the environment, whether existing in the past or
present or hereafter enacted, rendered, adopted or promulgated.  Environmental
Laws shall include, but are not limited to, the following laws, and the
regulations promulgated thereunder, as the same may be amended from time to
time:  the Comprehensive Environmental Response Compensation and Liability Act
(42 U.S.C. 9601 et seq.) ("CERCLA"); the Resource
Conservation and Recovery Act (42 U.S.C. 6901 et seq.)
("RCRA"); the Clean Air Act (42 U.S.C. 7401 et
seq.); the Clean Water Act (33 U.S.C. 1251 et seq.); and
state environmental laws.
(f)	"GAAP" means generally
accepted accounting principles of the United States of America.
(g)	"Governmental Authorizations"
means the permits, authorizations, consents or approvals of any Governmental
Entity which are a condition to the lawful consummation of the transactions
contemplated hereby listed on Schedule 1.1(g) to this Agreement.
(h)	"Governmental Entity" means
any court, or any federal, state, municipal or other governmental authority,
department, commission, board, agency or other instrumentality (domestic or
foreign).
(i)	"Lien" means any mortgage,
pledge, lien, security interest or agreement, option, covenant, condition,
restriction, encumbrance, lease, conditional sales contract, title retention
device, charge or other third-party claim of any kind.
(j)	"Material Adverse Effect" with
respect to a Person means any event, change or effect that is materially adverse
to the condition (financial or otherwise), properties, assets, liabilities,
business, operations or results of operations of such Person and its Affiliates,
taken as a whole.
(k)	"Person" means an individual,
corporation, partnership, association, trust, government or political
subdivision or agent or instrumentality thereof, or other entity or
organization.
(l)	"Taxes" means all taxes,
however denominated, including any interest, penalties or other additions to tax
that may become payable in respect thereof, (i) imposed by any federal,
territorial, state, local or foreign government or any agency or political
subdivision of any such government, for which Buyer could become liable as
successor to or transferee of the IZ Business or the Purchased Assets or which
could become a charge against or lien on any of the Purchased Assets, which
taxes shall include, without limiting the generality of the foregoing, all sales
and use taxes, ad valorem taxes, excise taxes, business license taxes,
occupation taxes, real and personal property taxes, stamp taxes, environmental
taxes, real property gains taxes, transfer taxes, payroll and employee
withholding taxes, unemployment insurance contributions, social security taxes,
and other governmental charges, and other obligations of the same or of a
similar nature to any of the foregoing, which are required to be paid, withheld
or collected, or (ii) any liability for amounts referred to in (i) as a result
of any obligations to indemnify another person or as a result of being a member
of a consolidated, combined or unitary group.
2.	Sale and Purchase


	2.1  	Transfer of Assets.  Subject to the terms and
conditions of this Agreement, Seller shall sell, assign, grant, transfer, and
deliver (or cause to be sold, assigned, granted, transferred and delivered) to
Buyer, or to any Affiliate of Buyer designated by Buyer, and Buyer shall
purchase and accept from Seller as of the Closing Date, free and clear of all
Liens, all of the Seller's rights, title and interest in and to all of the
assets enumerated below as the same shall exist on the Closing Date (the
"Purchased Assets"): 

(a)	all tangible personal property and leases of and other
interests in tangible personal property used in connection with the IZ Business
as set forth on Schedule 2.1(a);
(b)	all rights under the contracts, agreements, leases and
other interests in personal property, licenses, commitments, sales and purchase
orders and other instruments, listed on Schedule 2.1(b) (collectively the
"Contracts");
(c)	all of the accounts receivable, notes receivable and
other receivables listed on Schedule 2.1(c);
(d)	all prepaid expenses relating to the operation of the
IZ Business including, but not limited to Taxes, leases and rentals, and Seller
will use its commercially reasonable best efforts to take all action necessary
with appropriate third parties to transfer such prepaid expenses to Buyer as of
the Closing Date;
(e)	all of Seller's rights, claims, credits, causes of
action or rights of set-off against third parties relating to the Purchased
Assets, including, without limitation, unliquidated rights under warranties;
(f)	all copyrights, copyright registrations, proprietary
processes, trade secrets, license rights, specifications, technical manuals and
data, drawings, inventions, designs, patents, patent applications, trade names,
trademarks, service marks, product information and data, know-how and
development work-in-progress, customer lists, software, business and marketing
plans and other intellectual or intangible property embodied in or pertaining to
the IZ Business, whether pending, applied for or issued, whether filed in the
United States or in other countries, including without limitation the items
listed in Schedule 2.1(f), together with all associated goodwill;
(g)	all things authored, discovered, developed, made,
perfected, improved, designed, engineered, acquired, produced, conceived or
first reduced to practice by Seller or any of its employees or agents that are
embodied in, derived from or otherwise directly related to the IZ Business, in
any stage of development, including, without limitation, modifications,
enhancements, designs, concepts, techniques, methods, ideas, flow charts, coding
sheets, notes and all other information relating to the IZ Business;
(h)	any and all design and code documentation,
methodologies, processes, trade secrets, copyrights, design information, product
information, technology, formulae, routines, engineering specifications,
technical manuals and data, drawings, inventions, know-how, techniques,
engineering work papers, and notes, development work-in-process, and other
proprietary information and materials of any kind relating to, used in, or
derived from the Purchased Assets (collectively with subsections (f) and (g),
the "Intellectual Property");
(i)	all permits, authorizations, consents and approvals of
any Governmental Entity affecting or relating in any way to the IZ Business,
including without limitation, the items listed on Schedule 2.1(i) (the
"Permits");
(j)	all books, records, files and papers, whether in hard
copy or electronic format, used in the IZ Business, including without
limitation, engineering information, sales and promotional literature, manuals
and data, sales and purchase correspondence, lists of present, former and
prospective suppliers or customers, personnel and employment records, and any
information relating to Taxes imposed on the IZ Business or Purchased
Assets;
(k)	all computer software programs, data and associated
licenses used in connection with the IZ Business;
(l)	all goodwill associated with the IZ Business or the
Purchased Assets, together with the right to represent to third parties that
Buyer is the successor to the IZ Business; and
(m)	all subscriber and customer lists associated with the
IZ Business or the Purchased Assets. 
2.2	Excluded Assets.  Buyer agrees that notwithstanding any
provision of Section 2.1 the assets of Seller listed on Schedule 2.2 (the
"Excluded Assets") shall be excluded from the Purchased
Assets.
2.3	Transfer of Liabilities. Subject to the terms and
conditions of this Agreement, Buyer or an Affiliate of Buyer designated by Buyer
agrees, effective as of the Closing Date, to assume the following liabilities
(the "Assumed Liabilities"):
(a)	the liabilities set forth on Schedule 2.3(a) to
the extent set forth thereon; and
(b)	the obligations of Seller arising under the Contracts,
other than any and all payment obligations arising or existing under the
Contracts prior to the Closing Date which are identified within 120 days
following the Closing Date.
2.4	Excluded Liabilities.  Except for those liabilities
expressly assumed by Buyer or any Affiliate designated by Buyer pursuant to
Section 2.3, Buyer shall not assume and shall not be liable for, and Seller
and its direct or indirect subsidiaries shall retain and remain solely liable
for and obligated to discharge, all of the debts, contracts, agreements,
commitments, obligations and other liabilities of any nature whatsoever of
Seller and its direct and indirect subsidiaries, whether known or unknown,
accrued or not accrued, fixed or contingent, including without limitation, the
following:
(a)	Any liability for breaches by Seller or any of its
respective direct or indirect subsidiaries on or prior to the Closing Date of
any contract or any other instrument, contract or purchase order, or any
liability for payments or amounts due under any Contract or any other
instrument, contract or purchase order on or prior to the Closing Date; 
(b)	Any liability or obligation for Taxes attributable to
or imposed upon Seller or any of its direct or indirect subsidiaries, or
attributable to or imposed upon the Purchased Assets for any period (or portion
thereof) through and including the Closing Date, including, without limitation,
any Taxes attributable to or arising from the transactions contemplated by this
Agreement;
(c)	Any liability or obligation for or in respect of any
loan, other indebtedness for money borrowed, or account payable of Seller or any
of its direct or indirect subsidiaries, including any such liabilities owed to
Affiliates of Seller;
(d)	Any liability or obligation arising as a result of any
legal or equitable action or judicial or administrative proceeding initiated at
any time, to the extent relating to any action or omission on or prior to the
Closing Date by or on behalf of Seller or any of its direct or indirect
subsidiaries, including, without limitation, any liability for infringement of
intellectual property rights, breach of product warranty, injury or death caused
by products, or violations of federal or state securities or other laws;
(e)	Any liability or obligation arising on or prior to the
Closing Date out of any "employee benefit plan," as such term is
defined by the Employee Retirement Income Security Act of 1974
("ERISA") or other employee benefit plans; 
(f)	Any liability or obligation for making payments of any
kind (including as a result of the sale of Purchased Assets or as a result of
the termination of employment by Seller of employees, or other claims arising
out of the terms and conditions of employment with Seller, or for vacation or
severance pay or otherwise) to employees of Seller or in respect of payroll
taxes for employees of Seller; 
(g)	Any liability of Seller incurred in connection with
the making or performance of this Agreement and the transactions contemplated
hereby;
(h)	Any liability of Seller arising out of the violation
of or failure to comply with any Environmental Laws applicable to any aspect of
the IZ Business; and
(i)	Any costs or expenses of Seller incurred in connection
with shutting down, deinstalling and removing equipment not purchased by Buyer,
and the costs associated with all contracts and agreements not assumed by
Buyer.
2.5	Consideration.  Subject to the performance by Seller of
all of its obligations under this Agreement (including delivering all documents
required to be delivered) at the Closing, in consideration of the acquisition of
the Purchased Assets under Section 2.1, Buyer agrees (i) to deliver to Seller a
non-interest bearing promissory note (the "Note") in the form
attached hereto as Exhibit A in the stated principal amount of
$2,250,000, subject to adjustment as provided in Section 2.6 (collectively with
the Warrant (as defined below, the "Consideration"); and (ii)
to assume the Assumed Liabilities, and Seller agrees to deliver to Buyer a
warrant to purchase 840,000 shares of PopMail common stock (the
"Warrant") in the form attached hereto as Exhibit B.

2.6	Adjustments to Consideration; Certain Third Party
Payments.
(a)	In the event that either (i) Buyer makes any
payment to any of the third parties listed on Schedule 2.6(a) due to Seller's
failure to pay amounts due or liabilities incurred under Contracts with these
third parties or (ii) Seller does not transfer all prepaid expenses
relating to the IZ Business to Buyer as of the Closing Date pursuant to
Section 2.1(d) hereof, then Seller shall promptly deliver to Buyer, either
in cash or written evidence acceptable to Buyer of Seller's partial forgiveness
of the Note, an amount equal to 175% of the Damages (as defined in Section 10.2)
attributable to such agreements and/or prepaid expenses, respectively (the
"Consideration Adjustment"). Damages shall include any amounts
paid by Buyer plus attorneys fees and expenses and other expenses and costs
incurred by Buyer that are reasonably related to paying these third parties the
amounts due them by Seller prior to Closing.  In the event Seller elects to pay
such Consideration Adjustment through partial forgiveness of the Note, Buyer and
Seller hereby agree to take all action necessary to amend the principal amount
due under the Note to reflect such Consideration Adjustment.  
(b)	In the event Buyer makes any payment in respect of any
Taxes described in Section 6.5 below as a result of Seller's failure to pay such
Taxes when due, Seller shall promptly deliver to Buyer written evidence
acceptable to Buyer of Seller's partial forgiveness of the Note in an amount
equal to the amount of Damages (defined in Section 10.2 below) Buyer incurs
in respect of such Taxes, and Buyer and Seller hereby agree to take all action
necessary to amend the principal amount due under the Note to reflect such
forgiveness.
(c)	In the event Seller fails to include the shares of
PopMail common stock purchased or purchasable by Buyer upon the exercise of the
Warrant in the first registration statement covering PopMail's stock filed by
the Company subsequent to November 30, 2000 under the Securities Act of 1933, as
amended (other than any registration statement on Form S-4, S-8 or any other
similarly inappropriate form, or any successor forms thereto, but including,
without limitation, the registration statement on Form S-3 that PopMail was
preparing as of November 30, 2000), Seller shall promptly deliver to Buyer
written evidence acceptable to Buyer of Seller's partial forgiveness of the Note
in an amount such that the Consideration (not taking into account any other
adjustments that may also be made pursuant to this Section 2.6) shall equal One
Million Five Hundred Thousand Dollars ($1,500,000.00), and Buyer and Seller
hereby agree to take all action necessary to amend the principal amount due
under the Note to reflect such forgiveness.
(d)	Seller agrees to remit to Buyer in cash within 10
business days after the Closing Date, the amount of Seller's deferred revenue
attributable to the IZ Business as of the Closing Date determined in accordance
with GAAP.
2.7	Allocation of Consideration.  The Consideration shall be
allocated among the Purchased Assets and other expenses as provided in
Exhibit C prepared by Buyer for purposes of complying with
the requirements of Section 1060 of the Code and the regulations thereunder.
Buyer and Seller agree to each prepare and file on a timely basis with the
Internal Revenue Service (and applicable state tax authorities) substantially
identical and supplemental Internal Revenue Service Forms 8594 (and
corresponding state tax forms) consistent with Buyer's reasonable and lawful
allocation of the Consideration and which gives effect to any Consideration
Adjustment or the actual dates on which payment is made under the Note.  If any
Tax authority challenges such allocation, the party receiving notice of such
challenge shall give the other prompt written notice thereof and the parties
shall cooperate in order to preserve the effectiveness of such allocation.
3.	Closing

3.1  	Closing.  Subject to the terms and conditions
of this Agreement, the Closing shall take place on such date, as soon as
practicable after all conditions precedent in Sections 8 and 9 have been
satisfied or waived, as the parties may agree, but in any case, no later than
December 8, 2000 (the "Closing Date").
3.2  	Actions at the Closing.  At the Closing, Seller shall
deliver the Purchased Assets to Buyer, Buyer shall deliver the Consideration to
Seller, and Buyer and Seller shall take such actions and execute and deliver
such agreements, bills of sale, and other instruments and documents as necessary
or appropriate to effect the transactions contemplated by this Agreement in
accordance with its terms, including without limitation the following:
(a)	Bill of Sale; Assignment and Assumption
Agreement.  Seller shall deliver to Buyer a general Bill of Sale
substantially in the form attached as Exhibit D and with respect
to each Contract, or item of Intellectual Property, an Assignment and Assumption
Agreement substantially in the form attached as Exhibit E (the
"Transfer Documents") in each case duly executed by Seller, and
in the aggregate assigning to Buyer all of Seller's right, title and interest in
and to the Purchased Assets.  Buyer may designate one or more of its Affiliates
as the recipient of certain of the Purchased Assets, and as the party to assume
certain of the Assumed Liabilities, in which case Seller shall transfer such
Purchased Assets and Assumed Liabilities to Buyer or the Affiliate(s) designated
by Buyer pursuant to such Transfer Documents.  
(b)	Consideration.  Buyer shall deliver the
Consideration to Seller.
(c)	Title.  Seller shall provide reasonable
evidence of valid title to such of the Purchased Assets as Buyer may reasonably
request in writing prior to the Closing, in form and substance reasonably
satisfactory to Buyer.
(d)	Third Party Consents and Assignments.
Seller shall deliver to Buyer any assignments, and any required consents to
assignment, that it has obtained in respect of the Contracts, duly executed by
parties having the authority to so assign or consent to assign, in form and
substance as Buyer shall reasonably request, as well as a written confirmation
from such third parties that the Contracts are in good standing.
(e)	Seller Documents.  At the Closing,
Seller shall deliver to Buyer any and all documents required to satisfy the
conditions set forth in Section 9 of this Agreement and any other closing
documents reasonably requested by Buyer.
(f)	Buyer Documents.  At the Closing, Buyer
shall deliver to Seller any and all documents required to satisfy the conditions
set forth in Section 8 of this Agreement and any other closing documents
reasonably requested by Seller.
(g)	Post-Closing Actions.  Subsequent to the
Closing Date, Seller shall, and shall cause any Affiliate of Seller to, from
time to time execute and deliver, upon the request of Buyer, all such other and
further materials and documents and instruments of conveyance, transfer or
assignment as may reasonably be requested by Buyer to effect, record or verify
the transfer to and vesting in Buyer of Seller's and any of Seller's Affiliates'
right, title and interest in and to the Purchased Assets, free and clear of all
Liens in accordance with the terms of this Agreement.
4.	Representations and Warranties of
Seller.
Each representation and warranty set forth below is qualified by any
exception or disclosures set forth in the Seller Disclosure Schedule attached
hereto, which exceptions specifically reference the Section(s) to be qualified.
In all other respects, each representation and warranty set out in this Section
4 is not qualified in any way whatsoever, will not merge on Closing or by reason
of the execution and delivery of any agreement, document or instrument at the
Closing, will remain in force on and after the Closing Date, is given with the
intention that liability is not confined to breaches discovered before Closing,
is separate and independent and is not limited by reference to any other
representation or warranty or any other provision of this Agreement, and is made
and given with the intention of inducing the Buyer to enter into this Agreement.
Seller represents and warrants to Buyer as follows:
4.1	Organization, Standing and Power.  Seller is a
corporation duly organized, validly existing and in good standing under the laws
of its jurisdiction of organization. Seller has the requisite corporate power
and authority and all necessary permits, authorizations, consents, and approvals
of all Governmental Entities to own, lease and operate its properties and to
carry on the IZ Business as now being conducted and as proposed to be conducted,
except where the failure to have such power, authority and governmental
approvals would not, individually or in the aggregate, have a Material Adverse
Effect on the IZ Business. Seller is duly qualified or licensed as a foreign
corporation to do business, and is in good standing, in each jurisdiction where
the character of the properties owned, leased or operated by it or the nature of
its business makes such qualification or licensing necessary, except for
failures to be so qualified or licensed and in good standing that would not,
individually or in the aggregate, have a Material Adverse Effect on the IZ
Business.
4.2	Authority.  The execution and delivery of this Agreement
(and all other agreements and instruments contemplated under this Agreement) by
Seller, the performance by Seller of its obligations hereunder and thereunder,
and the consummation by Seller of the transactions contemplated hereby and
thereby have been duly authorized by all necessary action by the Board of
Directors and shareholders of Seller, and no other act or proceeding on the part
of or on behalf of Seller or its shareholders is necessary to approve the
execution and delivery of this Agreement and such other agreements and
instruments, the performance by Seller of its obligations hereunder and
thereunder and the consummation of the transactions contemplated hereby and
thereby.  The signatory officers of Seller have the power and authority to
execute and deliver this Agreement and all of the other agreements and
instruments to be executed and delivered by Seller pursuant hereto, to
consummate the transactions hereby and thereby contemplated and to take all
other actions required to be taken by Seller pursuant to the provisions hereof
and thereof.
4.3	Execution and Binding Effect.  This Agreement has been
duly and validly executed and delivered by Seller and constitutes, and the other
agreements and instruments to be executed and delivered by Seller pursuant
hereto, upon their execution and delivery by Seller, will constitute (assuming,
in each case, the due and valid authorization, execution and delivery thereof by
Buyer), legal, valid and binding agreements of Seller, enforceable against
Seller in accordance with their respective terms.
4.4	Consents and Approvals of Governmental Entities. Other
than the Governmental Authorizations, there is no requirement applicable to
Seller to make any filing, declaration or registration with, or to obtain any
permit, authorization, consent or approval of, any Governmental Entity as a
condition to the lawful consummation by Seller of the transactions contemplated
by this Agreement and the other agreements and instruments to be executed and
delivered by Seller pursuant hereto or the consummation by Seller of the
transactions contemplated herein or therein.
4.5	No Violation.  Neither the execution, delivery and
performance of this Agreement and all of the other agreements and instruments to
be executed and delivered pursuant hereto, nor the consummation of the
transactions contemplated hereby or thereby, will, with or without the passage
of time or the delivery of notice or both, (a) conflict with, violate or
result in any breach of the terms, conditions or provisions of the Articles of
Incorporation or Bylaws of Seller, (b) conflict with or result in a
violation or breach of, or constitute a default or require consent of any Person
(or give rise to any right of termination, cancellation or acceleration) under,
any of the terms, conditions or provisions of any contract, notice, bond,
mortgage, indenture, license, franchise, permit, agreement, lease or other
instrument or obligation to which Seller is a party or by which Seller or any of
the Purchased Assets may be bound, (c) violate any statute, ordinance or
law or any rule, regulation, order, writ, injunction or decree of any
Governmental Entity applicable to Seller or by which any properties or assets of
Seller may be bound, or (d) result in any cancellation of, or obligation to
repay, any grant, loan or other financial assistance received by Seller from any
Governmental Entity.  No "bulk sales" legislation applies to the
transactions contemplated by this Agreement.
4.6	Consents.  Schedule 4.6 sets forth each
agreement, contract or other instrument binding upon Seller requiring a consent
as a result of the execution, delivery and performance of this Agreement or the
consummation of the transactions contemplated hereby, except such consents as
would not, individually or in the aggregate, have a Material Adverse Effect if
not received by the Closing Date (each a "Required
Consent").
4.7	Financial Statements.  The Seller has made available to
Buyer the audited consolidated financial statements of PopMail (including
balance sheet, income statement and statement of cash flows) as of January 2,
2000, for the fiscal year then ended together with the consolidated financial
statements of PopMail contained in PopMail's Quarterly Reports on Form 10-Q for
fiscal year 2001 filed with the Securities and Exchange Commission
(collectively, the "Financial Statements").  The Financial
Statements have been prepared in accordance with generally accepted accounting
principles applied on a consistent basis throughout the periods indicated.  The
Financial Statements fairly present the financial condition and operating
results of the Seller as of the dates, and for the periods, indicated therein,
subject, in the case of interim financial statements, to normal year-end audit
adjustments. Except as set forth in the Financial Statements, the Seller has no
material liabilities, contingent or otherwise, other than (i) liabilities
incurred in the ordinary course of business subsequent to October 1, 2000
and (ii) obligations under contracts and commitments incurred in the
ordinary course of business and not required under generally accepted accounting
principles to be reflected in the Financial Statements, which, in both cases,
individually or in the aggregate are not material to the financial condition or
operating results of the Seller.

4.8	Absence of Certain Changes.  Since November 1, 2000
Seller has conducted the IZ Business in the ordinary course consistent with past
practice and Seller:  

(a)	has not created, incurred or assumed (i) any
borrowings under capital leases, or (ii) any obligation which in any
material way affect the IZ Business, the Purchased Assets or Buyer's ability to
conduct the IZ Business in substantially the same manner and condition as
conducted by Seller on the date of this Agreement;
(b)	has not changed in any manner the compensation of, or
agreed to provide additional benefits to, or enter into any employment agreement
with, any Employee (as defined in Section 7.1);
(c)	has maintained insurance coverage in amounts adequate
to cover the reasonably anticipated risks of the business conducted with the
Purchased Assets;
(d)	has not acquired or agreed to acquire by merging or
consolidating with, or by purchasing any assets or equity securities of, or by
any other manner, any business or any corporation, partnership, association or
other business organization or division thereof, or otherwise acquire or agree
to acquire any assets which are material, individually or in the aggregate, to
the IZ Business;
(e)	has not sold, disposed of or encumbered any of the
Purchased Assets or licensed any Purchased Assets to any Person except for the
sale of Inventory in the normal course of business consistent with past
practice;
(f)	has not engaged in any special promotion, which
promotes the sale of Inventory with highly discounted terms;
(g) 	has not entered into any agreements or commitments
relating to the business conducted with the Purchased Assets, except on
commercially reasonable terms in the ordinary course of business;
(h)	has complied in all material respects with all laws
and regulations applicable to the IZ Business;
(i)	has not entered into any agreement with any third
party for the distribution of any of the Purchased Assets;
(j)	has not changed or announced any change to the
products or services sold by the IZ Business except with Buyer's written consent
or at Buyer's request;
(k)	has not violated, amended or otherwise change in any
way the terms of any of the Contracts;
(l)	has not commenced a lawsuit related to or involving
the Purchased Assets other than (i) for the routine collection of bills; or (ii)
for a breach of this Agreement;
(m)	has not assigned, sold or otherwise conveyed to any
third party, any of its accounts receivable prior to the Closing Date; or
(n)	made any agreement to do any of the foregoing.
4.9  	Assets Generally.
(a)	The Purchased Assets include all properties, tangible
and intangible, and only such properties, currently used by Seller in operating
the IZ Business and necessary for Buyer to operate the IZ Business after the
Closing Date in a manner substantially equivalent to the manner in which Seller
has operated the IZ Business  prior to and through the Closing Date. Other than
the Required Consents and the Governmental Approvals, no licenses or other
consents from, or payments to, any other Person are or will be necessary for
Buyer to operate the IZ Business and use the Purchased Assets in the manner in
which Seller has operated the same.
(b)	Seller holds good and marketable title, license to or
leasehold interest in  all of the Purchased Assets and has the complete and
unrestricted power and the unqualified right to sell, assign and deliver the
Purchased Assets to Buyer.  Upon consummation of the transactions contemplated
by this Agreement, Buyer will acquire good and marketable title, license or
leasehold interest to the Purchased Assets free and clear of any Liens and there
exists no restriction on the use or transfer of the Purchased Assets, except as
may be assumed hereunder by Buyer as an Assumed Liability.  No Person other than
Seller has any right or interest in the Purchased Assets, including the right to
grant interests in the Purchased Assets to third parties, except for Purchased
Assets licensed or leased from third parties which are set forth in the Seller
Disclosure Schedule and identified as such.
(c)	Except as provided in this Agreement, no restrictions
will exist on Buyer's right to sell, resell, license or sublicense any of the
Purchased Assets or engage in the IZ Business, nor will any such restrictions be
imposed on Buyer as a consequence of the transactions contemplated by this
Agreement or by any agreement referenced in this Agreement.
(d)	All of the Purchased Assets are in good operating
condition and repair, as required for their use in the IZ Business as presently
conducted, and conform to all applicable laws, and no notice of any violation of
any law relating to any of the Purchased Assets or Assumed Liabilities has been
received by Seller.
4.10	Intellectual Property.
(a)	The execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated hereby
(including without limitation the continued conduct by Buyer after the Closing
Date of the IZ Business as presently conducted by Seller and the incorporation
of any Intellectual Property in any product of Buyer or an affiliate of Buyer)
will not breach, violate or conflict with any instrument or agreement governing
any Intellectual Property necessary or required for, or used in, the conduct of
the IZ Business as presently conducted and will not cause the forfeiture or
termination or give rise to a right of forfeiture or termination of any such
Intellectual Property or in any material way impair the right of Buyer or any of
its Affiliates to use, sell, license or dispose of, or to bring any action for
the infringement of, any such Intellectual Property or portion thereof;
(b)	Neither the development, manufacture, marketing,
license, sale or use of any product or Intellectual Property currently licensed,
used or sold by Seller or currently under development violates or will violate
any license or agreement to which Seller is a party or infringes or will
infringe any copyright, patent, trademark, service mark, trade secret or other
intellectual property or other proprietary right of any other party.  All
registered trademarks, service marks, patents and copyrights held by Seller are
valid and subsisting.  There is no pending or threatened claim or litigation
contesting the validity, ownership or right to use, sell, license or dispose of
any of the Purchased Assets (including without limitation the Intellectual
Property) necessary or required for, or used in, the conduct of the business of
Seller as presently conducted nor is there any basis for any such claim, nor has
Seller received any notice asserting that any such Purchased Asset (including
without limitation the Intellectual Property) or the proposed use, sale, license
or disposition thereof conflicts or will conflict with the rights of any other
party, nor is there any basis for any such assertion.  To the best of Seller's
knowledge, there is no unauthorized use, infringement or misappropriation on the
part of any third party of the Purchased Assets (including without limitation
the Intellectual Property); and
(c)	Seller has taken reasonable steps (including, without
limitation, entering into confidentiality and non-disclosure agreements with all
officers and employees of and consultants to Seller with access to or knowledge
of the Purchased Assets (including without limitation the Intellectual
Property)) to maintain the secrecy and confidentiality of, and its proprietary
rights in, the Purchased Assets (including without limitation the Intellectual
Property) necessary or required for, or used in, the conduct of the business of
Seller as presently conducted.  The Seller Disclosure Schedule contains a
complete and accurate list of all applications, filings and other formal actions
made or taken pursuant to federal, state, local and foreign laws by Seller to
perfect or protect its interest in the Purchased Assets, including, without
limitation, all patents, patent applications, trademarks, trademark
applications, service marks and copyright or mask work registrations.
(d)	All fees to maintain Seller's rights in the
Intellectual Property, including, without limitation, patent and trademark
registration and prosecution fees and all professional fees in connection
therewith pertaining to the Intellectual Property due and payable on or before
the Closing Date, have been paid by Seller or will be paid by Seller within a
reasonable period after the Closing.
4.11	Supply Agreements.  
(a)	The only obligations of Seller to deliver or supply
products or services are identified in Schedule 2.1(b) as Co-publishing
or Content Agreements (such agreements, as supplemented below, are referred to
collectively as the "Supply Agreements").  Seller has provided
a true and complete copy of all Supply Agreements to Buyer.  All such Supply
Agreements are in full force and effect and are valid and effective in
accordance with their respective terms against Seller, as the case may be, and
against the other party thereto.  Seller holds right, title and interest under
the terms of each Supply Agreement free of all Liens.  Seller is not in default
under any such Supply Agreements (or has caused an event which with notice or
lapse of time, or both, would constitute a default), nor, to the best of
Seller's knowledge, is the other party thereto in default (or has caused an
event which with notice or lapse of time, or both, would constitute a default)
under any such Supply Agreements.
(b)	Seller has not entered into any agreement under which
Seller is restricted from selling, licensing or otherwise distributing any
products or services to any class of customers, in any geographic area, during
any period of time or in any segment of the market.
(c)	After the Closing, Buyer will not be prevented by any
act of Seller from changing prices charged to existing or future customers of
any products or services.
(d)	Seller has not granted any third party the right to
supply any products or services of the IZ Business to any other third party.  No
agreement for supply of the products or services by Seller obligates Seller, and
no agreement would obligate Buyer after the Closing Date, to provide any change
in specification of such products or services or to provide new products or
services.  No agreement pursuant to which Seller has licensed the use of any
products to any third party obligates Seller to provide any change in
specification in the performance of such products or to provide new products or
services.
4.12	Warranties and Indemnities.  The Seller Disclosure
Schedule sets forth a summary of all warranties and indemnities, express or
implied, relating to products sold or services rendered by Seller, and no
warranty or indemnity has been given by Seller which is not listed on the Seller
Disclosure Schedule or which differs therefrom in any respect.  Seller is in
compliance with all warranties described in the Seller Disclosure Schedule.  The
Seller Disclosure Schedule also indicates all warranty and indemnity claims
currently pending against Seller.
4.13	Accounts Receivable.  All accounts receivable, notes
receivable and other receivables included in the Purchased Assets are valid,
genuine and fully collectible in the aggregate amount thereof, net of Seller's
allowances for doubtful accounts attributable to the IZ Business determined in
accordance with GAAP.
4.14	Licenses and Permits. Seller holds all consents,
approvals, registrations, certifications, authorizations, permits and licenses
of, and has made all filings with, or notifications to, all Governmental
Entities pursuant to applicable requirements of all federal, state, local and
foreign laws, ordinances, governmental rules or regulations applicable to the
business, including, but not limited to, all such laws, ordinances, governmental
rules or regulations relating to registration of the products of the IZ Business
(at their current level of development and use) and certification of the
facilities of the IZ Business, except where the failure to hold any such
consent, approval, registration, certification, authorization, permit or license
of, or make any filing with, or notification to, any Governmental Entity would
not have a Material Adverse Effect on the IZ Business.  The IZ Business is in
compliance with all federal, state, local and foreign laws, ordinances,
governmental rules and regulations relating to the products manufactured by the
IZ Business or otherwise related to the IZ Business, except where the failure to
comply with any such federal, state, local or foreign law, ordinance,
governmental rule or regulation would not have a Material Adverse Effect on the
IZ business, and Seller has no reason to believe that any consents, approvals,
authorizations, registrations, certifications, permits, filings or notifications
that it has received or made to operate the IZ Business are invalid or have been
or are being suspended, canceled, revoked or questioned.  There is no
investigation or inquiry to which Seller is a party or, to Seller's knowledge,
pending or threatened, relating to the IZ Business and its compliance with
applicable foreign, state, local or foreign laws, ordinances, governmental rules
or regulations.  Each such consent, approval, registration, certification,
authorization, permit or license is transferable and shall be transferred to
Buyer in accordance with the terms of this Agreement.
4.15	Employees.
(a)	Schedule 4.15 sets forth the names and job
titles of all of the Employees.  All employees, consultants, officers, directors
and shareholders of Seller or any Seller subsidiary that have had access to the
Purchased Assets are parties to a written agreement (a "Confidentiality
Agreement"), under which each such person or entity (i) is
obligated to disclose and transfer to Seller, without the receipt by such person
of any additional value therefor (other than normal salary or fees for
consulting services), all inventions, developments and discoveries which, during
the period of employment with or performance of services for Seller, he or she
makes or conceives of either solely or jointly with others, that relate to any
subject matter with which his or her work for Seller may be concerned, or relate
to or are connected with the IZ Business, products or projects of Seller, or
involve the use of the time, material or facilities of Seller, and (ii) is
obligated to maintain the confidentiality of proprietary information of Seller.
None of Seller's employees, consultants, officers or directors is obligated
under any contract (including licenses, covenants or commitments of any nature)
or other agreement, or to the best of Seller's knowledge subject to any
judgment, decree or order of any court or administrative agency, that would
conflict with their obligation to promote the interests of Seller with regard to
the IZ Business or the Purchased Assets or that would conflict with the IZ
Business or the Purchased Assets.  Neither the carrying on of the IZ Business by
its employees and consultants, nor to the best of Seller's knowledge the
execution or the delivery of this Agreement, will conflict with or result in a
breach of the terms, conditions or provisions of, or constitute a default under,
any contract, covenant or instrument under which any of such persons or entities
are now obligated.  It is currently not necessary nor will it be necessary for
Seller to utilize in the IZ Business any inventions of any of such persons or
entities (or people it currently intends to hire) made or owned prior to their
employment by or affiliation with Seller, nor is it or will it be necessary to
utilize any other assets or rights of any such persons or entities (or people it
currently intends to hire) made or owned prior to their employment with or
engagement by Seller, in violation of any registered patents, trade names,
trademarks or copyrights or any other limitations or restrictions to which any
such persons or entity is a party or to which any of such assets or rights may
be subject.  To the Seller's knowledge, none of Seller's employees, consultants,
officers, directors or shareholders that has had knowledge or access to
information relating to the Purchased Assets has taken, removed or made use of
any proprietary documentation, manuals, products, materials, or any other
tangible item from his or her previous employer relating to the Purchased Assets
by such previous employer which has resulted in Seller's access to or use of
such proprietary items included in the Purchased Assets, and Seller will not
gain access to or make use of any such proprietary items in the IZ Business,
except to the extent that any such activities would not have a material adverse
effect on the Purchased Assets or the IZ Business.
(b)	Except for the Confidentiality Agreement, there are no
written or oral contracts of employment between Seller and any Employee.
(c)	Seller is not a party to any collective bargaining
agreement covering any employee and Seller knows of no effort to organize any of
its employees as a part of any collective bargaining unit.  Seller's employees
are not members of a trade union certified as a bargaining agent with the Seller
and, to the best of Seller's knowledge, no proceedings to implement any such
certifications are pending.
4.16	Employee Benefit and Compensation Plans.  Buyer will
incur no liability with respect to, or on account of, and Seller will retain any
liability for, and on account of, any employee benefit plan of Seller, any of
its Affiliates or any predecessor employer of any employee, including, but not
limited to, liabilities Seller may have to such employees under all employee
benefit schemes, incentive compensation plans, bonus plans, pension and
retirement plans, profit-sharing plans (including any profit-sharing plan with a
cash-or-deferred arrangement) share purchase and option plans, savings and
similar plans, medical, dental, travel, accident, life, disability and other
insurance and other plans or arrangements, whether written or oral and whether
"qualified" or "non-qualified," or to any employee as a
result of termination of employment by Seller as contemplated by this Agreement
(including any liabilities under the Consolidated Omnibus Budget Reconciliation
Act ("COBRA")).  Seller has not, with respect to any employee,
maintained or contributed to, or been obligated or required to contribute to,
any retirement or pension plan or any employee benefit plan.  The Seller has
complied with all of its obligations (including obligations to make
contributions) in respect of the retirement or pension funds of which its
employees are beneficiaries, there is no outstanding liability of the Seller or
any of its Affiliates to any such funds and all such funds are fully funded to
meet all potential claims for benefits by any and all such employees and any
former employee.  
	4.17	Taxes.  All Taxes have been or will be paid by
Seller which are due or properly accrued with respect to all periods (or
portions thereof) prior to and including the Closing Date, and at the request of
Buyer, Seller shall provide Buyer with proof of such payment.  Seller and any
other person required to file returns or reports of Taxes have duly and timely
filed (or will file prior to the Closing Date) all returns and reports of Taxes
required to be filed prior to such date, and all such returns and reports are
true, correct, and complete.  There are no liens for Taxes on any of the
Purchased Assets.  Seller has complied with all record keeping and tax reporting
obligations relating to income and employment taxes due with respect to
compensation paid to employees or independent contractors providing services to
the IZ Business.  Seller is not a "foreign person" within the meaning
of Section 1445(f)(3) of the Code.  There are no pending or, to Seller's
knowledge, threatened proceedings with respect to Taxes, and there are no
outstanding waivers or extensions of statutes of limitations with respect to
assessments of  Taxes.  No agreement or arrangement regarding compensation of
any employee providing services to the IZ Business provides for any payments
which could result in a nondeductible expense to the Buyer pursuant to
Section 280G of the Code or an excise tax to the recipient of such payment
pursuant to Section 4999 of the Code.

 4.18	Compliance with Law.  The operation of the IZ Business
has been conducted in all material respects in accordance with all applicable
laws, regulations and other requirements of Governmental Entities having
jurisdiction over the same.
4.19	Material Contracts.
(a)	Schedule 2.1(b) contains a list of all Contracts which
are material to the Business.
(b)	Except as would not, individually or in the aggregate,
have a Material Adverse Effect on the IZ Business, each Contract is a legal,
valid and binding agreement, and none of the Contracts is in default by its
terms or has been canceled by the other party; Seller is not in receipt of any
claim of default under any such Contract; and Seller does not anticipate any
termination or change to, or receipt of a proposal with respect to, any such
Contract as a result of the transactions contemplated hereby.  Seller has
furnished Buyer with true and complete copies of all such Contracts together
with all amendments, waivers or other changes thereto.  
4.20	Litigation; Other Claims.
(a)	There are no claims, actions, suits, inquiries,
proceedings, or investigations against Seller, or any of its officers, directors
or shareholders, relating to the IZ Business, the Purchased Assets or Seller's
employees which are currently pending or, to the best of Seller's knowledge,
threatened, at law or in equity or before or by any Governmental Entity, or
which challenges or seeks to prevent, enjoin, alter or materially delay any of
the transactions contemplated hereby, nor is Seller aware of any basis for such
claims, actions, suits, inquiries, proceedings, or investigations; and no
Governmental Entity has at any time challenged or questioned the legal right of
Seller to manufacture, offer or sell any of its products or services in the
present manner or style thereof.
(b)	There are no grievance or arbitration proceedings
pending or threatened, and there are no actual or threatened strikes or work
stoppages with respect to the IZ Business, the Purchased Assets or Seller's
employees, nor is Seller aware of any basis for such proceedings or events.
4.21	Defaults.  Seller is not in default under or with
respect to any judgment, order, writ, injunction or decree of any court or any
Governmental Entity which could reasonably be expected to have a Material
Adverse Effect on the IZ Business or any of the Purchased Assets.  There does
not exist any default by Seller or by any other Person, or event that, with
notice or lapse of time, or both, would constitute a default under any agreement
entered into by Seller as part of the operations of the IZ Business which could
reasonably be expected to have a Material Adverse Effect on the IZ Business or
the Purchased Assets, and no notices of breach thereof have been received by
Seller.
4.22	Schedules.  The schedules describing the Purchased
Assets are complete and accurate and describe the assets in the possession of,
or used by Seller in connection with the IZ Business.  The property listed in
such Schedules constitutes all of the tangible and intangible property necessary
for the conduct by Seller of the IZ Business.
4.23	Full Disclosure.  Seller is not aware of any facts
pertaining to the Purchased Assets which affect the IZ Business or the Purchased
Assets in a materially adverse manner or which will in the future affect the IZ
Business or the Purchased Assets in a materially adverse manner.  Neither this
Agreement nor any other agreement, exhibit, schedule or officer's certificate
being entered into or delivered pursuant to this Agreement contains any untrue
statement of a material fact or omits to state any material fact necessary in
order to make the statements contained in such document not misleading.
4.24	Brokers and Finders.  Neither Seller nor any of its
officers, directors or employees has employed any broker or finder or incurred
any liability for any brokerage fee, commission or finder's fee in connection
with the transactions contemplated by this Agreement.
4.25	Fair Consideration; No Fraudulent Conveyance.  The sale
of the Purchased Assets pursuant to this Agreement is made in exchange for fair
and equivalent consideration.  Seller is not now insolvent and will not be
rendered insolvent by the sale, transfer and assignment of the Purchased Assets
pursuant to the terms of this Agreement.  Seller is not entering into this
Agreement or any of the other agreements referenced in this Agreement with the
intent to defraud, delay or hinder its creditors and the consummation of the
transactions contemplated by this Agreement, and the other agreements referenced
in this Agreement, will not have any such effect.  The transactions contemplated
in this Agreement or any agreements referenced in this Agreement will not
constitute a fraudulent conveyance, or otherwise give rise to any right of any
creditor of Seller to any of the Purchased Assets after the Closing.
4.26	Insurance.  The Seller Disclosure Schedule lists all
insurance policies and fidelity bonds covering the Purchased Assets.  There is
no claim by Seller pending under any of such policies or bonds as to which
coverage has been questioned, denied or disputed by the underwriters of such
policies and bonds.  All premiums due and payable under all such policies and
bonds have been paid and Seller is otherwise in material compliance with the
terms of such policies and bonds (or other policies and bonds providing
substantially similar insurance coverage).  There is no threatened termination
of, or material premium increase with respect to, any of such policies.
5.	Representations and Warranties of Buyer

	Buyer represents and warrants to Seller as follows:

5.1	Organization.  Buyer is a corporation duly formed and
validly existing under the laws of Delaware and has full corporate power and
authority and the legal right to execute and deliver this Agreement and all of
the other agreements and instruments to be executed and delivered by Buyer
pursuant hereto, and to consummate the transactions contemplated hereby and
thereby.
5.2	Authority.  The execution and delivery of this Agreement
(and all other agreements and instruments contemplated hereunder) by Buyer, the
performance by Buyer of its obligations hereunder and thereunder, and the
consummation by Buyer of the transactions contemplated hereby and thereby have
been duly authorized by all necessary action by the Board of Directors of Buyer,
and no other act or proceeding on the part of Buyer or its shareholders is
necessary to approve the execution and delivery of this Agreement and such other
agreements and instruments, the performance by Buyer of its obligations
hereunder and thereunder and the consummation of the transactions contemplated
hereby and thereby.  The signatory officers of Buyer have the power and
authority to execute and deliver this Agreement and all of the other agreements
and instruments to be executed and delivered by Buyer pursuant hereto, to
consummate the transactions hereby and thereby contemplated and to take all
other actions required to be taken by Buyer pursuant to the provisions hereof
and thereof.
5.3	Execution and Binding Effect.  This Agreement and the
Note have been duly and validly executed and delivered by Buyer and constitutes,
and the other agreements and instruments to be executed and delivered by Buyer
pursuant hereto, upon their execution and delivery by Buyer, will constitute
(assuming, in each case, the due and valid authorization, execution and delivery
thereof by Seller), legal, valid and binding agreements of Buyer, enforceable
against Buyer in accordance with their respective terms, except as
enforceability may be limited by bankruptcy, insolvency, moratorium, or other
laws affecting the enforcement of creditors' rights generally or provisions
limiting competition, and by equitable principles.
5.4	Consent and Approvals.  There is no requirement
applicable to Buyer to make any filing, declaration or registration with, or to
obtain any permit, authorization, consent or approval of, any Governmental
Entity as a condition to the lawful consummation by Buyer of the transactions
contemplated by this Agreement and the other agreements and instruments to be
executed and delivered by Buyer pursuant hereto, except for filings (a) which
are referred to in the Seller Disclosure Schedule or (b) the failure of making
which would not have a Material Adverse Effect on the transactions contemplated
hereby.
5.5	No Violation.  Neither the execution, delivery and
performance of this Agreement and of all the other agreements and instruments to
be executed and delivered pursuant hereto, nor the consummation of the
transactions contemplated hereby or thereby, will, with or without the passage
of time or the delivery of notice or both, (a) conflict with, violate or
result in any breach of the terms, conditions or provisions of the Certificate
of Incorporation or Bylaws of Buyer, (b) conflict with or result in a
violation or breach of, or constitute a default or require consent of any Person
(or give rise to any right of termination, cancellation or acceleration) under,
any of the terms, conditions or provisions of any notice, bond, mortgage,
indenture, license, franchise, permit, agreement, lease or other instrument or
obligation to which Buyer is a party or by which Buyer or any of its properties
or assets may be bound, or (c) violate any statute, ordinance or law or any
rule, regulation, order, writ, injunction or decree of any Governmental Entity
applicable to Buyer or by which any of its properties or assets may be
bound.
6.	Covenants.
6.1	Access to Information.
(a)	Prior and subsequent to the Closing, Seller will
permit Buyer to make a full and complete investigation of the Purchased Assets
and to receive from Seller all information of Seller relating to the Purchased
Assets or reasonably related to Seller's conduct of the IZ Business.  Without
limiting this right, Seller will give to Buyer and its accountants, legal
counsel, and other representatives full access, during normal business hours, at
a mutually agreeable location arranged in advance, to all of the books, records,
files, documents, properties, and contracts of Seller relating to the Purchased
Assets or reasonably related to Seller's conduct of the IZ Business and allow
Buyer and any such representatives to make copies thereof, all of which shall be
made available in an organized fashion and so as to facilitate an orderly
review.  This Section 6.1 shall not affect or be deemed to modify any
representation or warranty contained herein or the conditions to the obligations
of the parties to consummate the transactions contemplated by this Agreement.
Seller shall maintain and make available the information and records specified
in this Section 6.1(a) in the ordinary course of Seller's business and document
retention policies, as if the transactions contemplated by this Agreement had
not occurred.
(b)	At all times following the Closing, each party shall
provide the other party (at such other party's expense) with such reasonable
assistance, including the provision of available relevant records or other
information and reasonable access to and cooperation of any employees, as may be
reasonably requested by either of them in connection with the preparation of any
financial statement or tax return, any audit or examination by any taxing
authority, or any judicial or administrative proceeding relating to liability
for Taxes.
6.2	Third Party Consents.  Seller and Buyer shall use
commercially reasonable efforts to obtain, within the applicable time periods
required, all Required Consents, waivers, permits, consents and approvals and to
effect all registrations, filings and notices with or to third parties or
Governmental Entities which are necessary to consummate the transactions
contemplated by this Agreement so as to preserve all rights of, and benefits to,
the Buyer in the Purchased Assets.  Nothing in this Agreement shall be construed
as an assignment of, or an attempt to assign to Buyer, any contract (or rights
therein) or Governmental Entity authorization which, as a matter of law or by
its terms, is (i) not assignable, or (ii) not assignable without the
approval or consent of the issuer thereof or the other party or parties thereto,
without first obtaining such approval or consent (collectively, "Non-
Assignable Rights").  In connection with such Non-Assignable Rights, and
without prejudice to the rights of Buyer elsewhere in this Agreement, Seller
shall, at the request of Buyer:
(a)	apply for and use all reasonable efforts to obtain all
consents or approvals contemplated by the Purchased Assets (or rights therein)
or Governmental Entity authorization, in a form satisfactory to Buyer acting
reasonably;
(b)	co-operate with Buyer in any reasonable and lawful
arrangements designed to provide the benefits of such Non-Assignable Rights to
Buyer, including holding any such Non-Assignable Rights in trust for Buyer or
acting as agent for Buyer;
(c)	enforce any rights of Seller arising from such Non-
Assignable Rights against the issuer thereof or the other party or parties
thereto;
(d)	take all such actions and do, or cause to be done, all
such things at the request of Buyer as shall reasonably be necessary and proper
in order that the value of any Non-Assignable Rights shall be preserved and
shall enure to the benefit of Buyer; and
(e)	pay over to Buyer, all monies collected by or paid to
Seller in respect of such Non-Assignable Rights. 
If Seller is unable to lawfully provide the benefit of any Non-Assignable
Right to Buyer, it shall not, at any time, use such Non-Assignable Right for its
own purposes or assign or provide the benefit of such Non-Assignable Right to
any other party. 
6.3	Certain Notifications.  At all times prior to the
Closing, Seller and Buyer shall promptly notify the other party in writing of
the occurrence of any event which will result, or has a reasonable prospect of
resulting, in the failure to satisfy any of the conditions specified in Section
8 or Section 9 of this Agreement.
6.4	Best Efforts.  The Seller shall use its commercially
reasonable best efforts (i) to cause to be fulfilled and satisfied all of
the conditions to the Closing set forth in Section 8 below, (ii) to cause
to be performed all of the matters required of it at the Closing and
(iii) to cause the Contracts to be assigned to Buyer.
6.5	Tax Returns.  Seller shall, to the extent that failure
to do so could adversely affect Buyer, the IZ Business or the Purchased Assets
following Closing, (a) continue to file in a timely manner all returns and
reports relating to Taxes, and such returns and reports shall be true, correct
and complete and shall be subject to the review and consent of Buyer which
consent shall not be unreasonably withheld, and (b) be responsible for and
pay when due any and all Taxes attributable to or imposed upon Seller or any of
its direct or indirect subsidiaries, or attributable to or imposed upon the
Purchased Assets for any period (or portion thereof) through and including the
Closing Date, including, without limitation, any Taxes attributable to or
arising from the transactions contemplated by this Agreement.  In the event
Buyer makes any payment in respect of such Taxes as a result of Seller's failure
to pay such Taxes when due, there shall be a partial forgiveness of the Note as
set forth in Section 2.6(b) above.
6.6	Post-Closing Access to Information.  If, after the
Closing Date, in order properly to operate the IZ Business or prepare documents
or reports required to be filed with governmental authorities or Buyer's
financial statements, it is necessary that Buyer obtain additional information
within Seller's possession relating to the Purchased Assets or the IZ Business,
Seller will furnish or cause its representatives to furnish such information to
Buyer.  Such information shall include, without limitation, all agreements
between Seller and any Person relating to the IZ Business. Seller shall maintain
and make available the information and records specified in this Section 6.6 for
a period of five (5) years after the Closing Date.
6.7	Post-Closing Cooperation.  Seller agrees that, if
reasonably requested by Buyer, it will cooperate with Buyer, at Buyer's expense,
in enforcing the terms of any agreements between Seller and any third party
involving the IZ Business, including without limitation terms relating to
confidentiality and the protection of intellectual property rights.  In the
event that Buyer is unable to enforce its intellectual property rights against a
third party as a result of a rule or law barring enforcement of such rights by a
transferee of such rights, Seller agrees to reasonably cooperate with Buyer by
assigning to Buyer such rights as may be required by Buyer to enforce its
intellectual property rights in its own name.  If such assignment still does not
permit Buyer to enforce its intellectual property rights against the third
party, Seller agrees to initiate proceedings against such third party in
Seller's name, provided that Buyer shall be entitled to participate in such
proceedings and provided further that Buyer shall be responsible for the
expenses of such proceedings.
6.8	No Post-Closing Retention of Copies.  Immediately after
the Closing, Seller shall deliver to Buyer or destroy copies of Purchased Assets
in Seller's possession that are in addition to copies delivered to Buyer as part
of the Closing, whether such copies are in paper form, on computer media or
stored in another form; provided, however, that Seller may retain and use
copies of financial books and records relating to the IZ Business as well as
other documents required by law to be kept by Seller for the sole purpose of
preparing its financial statements and other reports required by applicable law.
The Seller shall not be permitted to use the financial books and records of the
IZ Business for any other reason.
6.9	Public Announcements.  On and prior to the Closing Date,
Buyer and Seller shall advise and confer with each other prior to the issuance
of any reports, statements or releases concerning this Agreement (including the
exhibits and schedules hereto) and the transactions contemplated herein.
Neither Buyer nor Seller will make any public disclosure prior to the Closing or
with respect to the Closing unless both parties agree on the text and timing of
such public disclosure; provided, however, that nothing contained herein
shall prevent either party at any time from furnishing any information to any
Governmental Entity.  Immediately after this Agreement is signed, both parties
will make public announcements to their respective share exchanges; the text of
such public announcements will be reviewed by the parties prior to release.
6.10	Post-Closing Actions.  Subsequent to the Closing Date,
Seller shall, from time to time, execute and deliver, upon the request of Buyer,
all such other and further materials and documents and instruments of
conveyance, transfer or assignment as may reasonably be requested by Buyer to
effect, record or verify the transfer to, and vesting in Buyer, of Seller's
right, title and interest in and to the Purchased Assets, free and clear of all
Liens, in accordance with the terms of this Agreement.
6.11	Financial Statements.  In the event
Buyer is required by the rules and regulations promulgated by the U.S.
Securities and Exchange Commission to produce any financial statements covering
a period or periods prior to the Closing Date, then Seller at Buyer's expense
shall assist Buyer in the preparation thereof as reasonably requested by Buyer.

6.12	Permits.  Seller will assist Buyer in
obtaining any licenses, permits or authorizations required for carrying on the
IZ Business but which are not transferable.
6.13	Taxes. Seller shall be responsible for
paying, shall promptly discharge when due, and shall reimburse, indemnify and
hold harmless Buyer from, any sales or use, transfer, real property gains,
excise, stamp, or other similar Taxes arising from, imposed on or attributable
to the transactions contemplated by this Agreement, and any other Taxes which
are due or properly accrued with respect to all periods (or portions thereof)
prior to and including the Closing Date, and at the request of Buyer, Seller
shall provide Buyer with proof of such payment.
7.	Employee Matters

7.1	Transferred Employees.

(a)	Offer of Employment.  Subject to and
in accordance with the provisions of this Section 7, Buyer may offer employment
to any or all of the employees who are employed by Seller in the IZ Business as
of the date of this Agreement (the "Employees").  Seller agrees
that it will cooperate with Buyer to identify those employees of Seller who are
necessary for the conduct the IZ Business.  Prior to the Closing, Buyer, after
notice to Seller as to the timing and method of contact, shall have the right to
contact any or all of the Employees for the purposes of making offers of
employment with Buyer (or any Affiliate designated by Buyer) after the Closing
Date and receiving written acceptances of such employment (in each case
contingent on consummation of the transactions contemplated by this Agreement).
Upon Closing, Buyer (or any Affiliates designated by Buyer) shall hire those
Employees to whom it has made an offer in accordance with this Section 7.1 and
who accept such offer in the manner and within the time frame reasonably
established by Buyer. Each such Employee who is employed by Seller on the
Closing Date and who actually transfers to employment with Buyer (or any
Affiliate designated by Buyer) at or after the Closing Date as a result of an
offer of employment made by Buyer is hereafter referred to as a
"Transferred Employee."  Transferred Employees shall not
include any person on a disability leave of more than twenty-six (26) weeks.  On
a periodic basis following the date of this Agreement and prior to the Closing,
Buyer shall advise Seller of its intentions with respect to the employees it
desires to extend or has extended offers to and the general status of
discussions with such employees.  Buyer hereby notifies Seller of Buyer's intent
to offer employment to all Employees set forth on Schedule 7.1(a) on terms
and conditions substantially equivalent to, or greater than, such Employees'
current terms and conditions of employment.  Notwithstanding such periodic
disclosures made to Seller, Buyer shall not be obligated to hire any employee
unless an offer of employment is subsequently made to, and accepted by, such
employee; in addition, Buyer shall have no obligation to hire any employees of
Seller after the Closing Date.
(b)	Transition.  Seller hereby agrees that
it will not terminate the employment of any Employee prior to the Closing;
provided, however, that Seller will terminate the employment of Ronald Dan Berst
and Philip Bane immediately prior to the Closing.  The employment by Seller of
the Transferred Employees shall end at the close of business on the Closing Date
and the employment of the Transferred Employees by Buyer shall commence at
12:01 a.m. on the day after the Closing Date.  The terms of employment with
Buyer (or Buyer's Affiliates) shall be as mutually agreed to between each
Transferred Employee and Buyer (or Buyer's Affiliate, as the case may be),
subject to the provisions of this Section 7.1.  Between the date of this
Agreement and the Closing Date, Seller will provide each Transferred Employee
with the same level of compensation as that currently provided by Seller.  Buyer
shall have no obligation with respect to payments of salary, compensation,
wages, health or similar benefits, commissions, bonuses (deferred or otherwise),
severance (including any severance pay owed to Ronald Dan Berst and Philip
Howard Bane), stock or stock options or any other sums due to any Transferred
Employee that accrued as of or before the Closing Date.  Other than as listed on
Schedule 7.1(b), Seller will be fully responsible for all amounts payable
to any employee who is not a Transferred Employee, including (without
limitation) all termination payments, redundancy compensation, severance pay,
accrued vacation pay and other amounts payable in respect of the termination of
employment of any employee in connection with the sale of the Purchased Assets
to the Buyer.  In addition, Seller will be fully responsible for all amounts
owing to Transferred Employees prior to Closing.
(c)	Retention of Employees Prior to Closing.
Seller agrees to use reasonable efforts to retain the Employees as employees of
the IZ Business until the Closing Date, and to assist Buyer in securing the
employment after the Closing Date of those Employees to whom Buyer (or
designated by Buyer) makes or intends to make offers of employment under
subsection (a) above.  Seller shall not transfer any Employee to employment with
Seller outside of the IZ Business prior to the Closing or without the consent of
Buyer.  Seller shall notify Buyer promptly if, notwithstanding the foregoing,
any Employee terminates employment with Seller after the date of this Agreement
but prior to the Closing.  Buyer may request Seller to hire additional employees
for the IZ Business, in which case Seller will use commercial reasonable efforts
to identify and hire such employees.
7.2	Compensation and Benefits of Transferred Employees.
Coverage for Transferred Employees under Buyer's compensation and benefit plans
and other programs shall commence as of 12:01 a.m. on the day after the Closing
Date.  Buyer shall be free to establish its own employee benefit plans; Buyer
shall have no obligation to offer benefit plans of the same type or with terms
similar to or better than the terms of Seller's current employee benefit plans.
Buyer may, at its option, give each Transferred Employee credit for such
Transferred Employee's years of most recent continuous service with Seller for
purposes of determining participation and benefit levels under all of Buyer's
vacation policies and benefit plans and programs.
7.3	Other Employees of the IZ Business.  With respect to
each employee of the IZ Business as of the Closing Date who is not a Transferred
Employee (each a "Non-Transferred Employee"), Seller agrees to
either terminate such Non-Transferred Employee's employment with Seller,
effective prior to the Closing or offer such Non-Transferred Employee continued
employment with Seller other than in the IZ Business.  Seller further
acknowledges that the Non-Transferred Employees shall not be employees of Buyer
after the Closing.
7.4	No Right to Continued Employment or Benefits.  No
provision in this Agreement shall create any third party beneficiary or other
right in any Person (including any beneficiary or dependent thereof) for any
reason, including, without limitation, in respect of continued, resumed or new
employment with Seller or Buyer (or any Affiliate of Seller or Buyer) or in
respect of any benefits that may be provided, directly or indirectly, under any
plan or arrangement maintained by Seller, Buyer or any Affiliate of Seller or
Buyer.  Except as otherwise expressly provided in this Agreement, Buyer is under
no obligation to hire any employee of Seller, provide any employee with any
particular benefits, or make any payments or provide any benefits to those
employees of Seller whom Buyer chooses not to employ.
8.	Conditions to Buyer's Obligations


	The obligations of Buyer under this Agreement are subject to the
fulfillment, prior to or on the Closing Date, of each of the following
conditions, all or any of which may be waived by Buyer in writing, except as
otherwise provided by law:
8.1	Representations and Warranties True; Performance;
Certificate. 
(a)	The representations and warranties of Seller contained
in this Agreement shall be true and correct in all material respects as of the
Closing Date with the same effect as though such representations and warranties
had been made or given again at and as of the Closing Date;
(b)	Seller shall have performed and complied with all of
its agreements, covenants and conditions required by this Agreement to be
performed or complied with by them prior to or on the Closing Date;
(c)	The conditions set forth in this Section 8 have been
fulfilled or satisfied, unless otherwise waived in writing by Buyer; and
(d)	Buyer shall have received a certificate, dated as of
the Closing Date, signed and verified by an officer of Seller on behalf of
Seller certifying to the matters set forth in Sections 8.1(a) and 8.1(b)
above.
8.2	Consents.  All Governmental Authorizations, Required
Consents and consents required to transfer the Contracts to Buyer on the terms
and conditions provided to Seller, without change as a result of the transfer to
Buyer, shall have been obtained.
8.3	No Proceedings or Litigation.
(a)  No preliminary or permanent injunction or other order
shall have been issued by any Governmental Entity, nor shall any statute, rule,
regulation or executive order be promulgated or enacted by any Governmental
Entity which prevents the consummation of the transactions contemplated by this
Agreement.
(b)  No suit, action, claim, proceeding or investigation
before any Governmental Entity shall have been commenced and be pending against
any of the parties, or any of their respective Affiliates, associates, officers
or directors, seeking to prevent transactions contemplated by this Agreement,
including, without limitation, the sale of the Purchased Assets or asserting
that the sale of the Purchased Assets would be illegal or create liability for
damages or which may have a Material Adverse Effect on the IZ Business or the
Purchased Assets.
8.4	Documents.  This Agreement, the exhibits and schedules
attached hereto, and any other instruments of conveyance and transfer and all
other documents to be delivered by Seller at the Closing and all actions of
Seller required by this Agreement and the exhibit agreements, or incidental
thereto, and all related matters, shall be in form and substance reasonably
satisfactory to Buyer and Buyer's counsel and shall be in full force and
effect.
8.5	Governmental Filings.  The parties shall have made any
required filing with Governmental Entities in connection with this Agreement and
the exhibit agreements, and any approvals related thereto shall have been
obtained or any applicable waiting periods shall have expired.  If a proceeding
or review process by a Governmental Entity is pending in which a decision is
expected, Buyer shall not be required to consummate the transactions
contemplated by this Agreement until such decision is reached or rendered,
notwithstanding Buyer's legal ability to consummate the transactions
contemplated by this Agreement prior to such decision being reached or rendered.

8.6	No Material Adverse Change.  There shall have been no
material adverse change in the financial condition or results of operations of
the IZ Business on the Closing Date as compared with the date of this
Agreement.
8.7	Termination of Benefit Plans.  Seller shall have
provided Buyer with evidence, reasonably satisfactory to Buyer as to the
termination of all benefit plans and payments owing by Seller relating to all
Employees and the termination of all Non-Transferred Employees' benefit
plans.
8.8	Legal Opinion.  Buyer shall have
received a legal opinion from Maslon Edelman Borman & Brand, LLP, legal
counsel to Seller, dated the Closing Date, in a form satisfactory to Buyer.
8.9	Outside Financing.  Buyer shall have received equity
financing in an amount of no less than $1,000,000 in aggregate proceeds and on
terms satisfactory to Buyer prior to the Closing Date. 
8.10	Operations Manual.  Prior to the Closing Date, Buyer
shall have received and been assigned ownership of a written manual, produced by
PopMail at its own cost, detailing the operations of the IZ Publishing System
that is in form and substance satisfactory to Buyer.
8.11	Severance Due Transferred Employees. Seller shall have
agreed in writing to pay any Transferred Employee (including Ronald Dan Berst
and Philip Howard Bane) 50% of the severance due from Seller within ten (10)
business days of Closing and the remaining 50% within twenty (20) business days
of Closing.
9.	Conditions to Seller's Obligations


	The obligations of Seller under this Agreement are subject to the
fulfillment, prior to or on the Closing Date, of each of the following
conditions, all or any of which may be waived in writing by Seller, except as
otherwise provided by law:

9.1	Representations and Warranties True; Performance.
(a)	The representations and warranties of Buyer contained
in this Agreement shall be true and correct in all material respects as of the
Closing Date with the same effect as though such representations and warranties
had been made or given again at and as of the Closing Date;
(b)	Buyer shall have performed and complied with all of
its agreements, covenants and conditions required by this Agreement to be
performed or complied with by them prior to or on the Closing Date;
(c)	Seller shall have received a certificate, dated as of
the Closing Date, signed and verified by an officer of Buyer on behalf of Buyer
certifying to the matters set forth in Sections 9.1(a) and 9.1(b) above.
9.2	No Proceeding or Litigation.
(a)  No preliminary or permanent injunction or other order
shall have been issued by any Governmental Entity, nor shall any statute, rule,
regulation or executive order be promulgated or enacted by any Governmental
Entity which prevents the consummation of the transactions contemplated by this
Agreement.
(b)  No suit, action, claim, proceeding or investigation
before any Governmental Entity shall have been commenced and be pending against
any of the parties, or any of their respective Affiliates, associates, officers
or directors, seeking to prevent the sale of the Purchased Assets or asserting
that the sale of the Assets would be illegal or create liability for
damages.
9.3	Documents.  This Agreement, any other instruments of
conveyance and transfer and all other documents to be delivered by Buyer to
Seller at the Closing and all actions of Buyer required by this Agreement or
incidental thereto, and all related matters, shall be in form and substance
reasonably satisfactory to Seller and Seller's counsel.
9.4	Governmental Filings.  The parties shall have made any
filing required with Governmental Entities, and any approvals shall have been
obtained or any applicable waiting periods shall have expired.  If a proceeding
or review process by a Governmental Entity is pending in which a decision is
expected, Seller shall not be required to consummate the transactions
contemplated by this Agreement until such decision is reached or rendered,
notwithstanding Seller's legal ability to consummate the transactions
contemplated by this Agreement prior to such decision being reached or
rendered.
9.5	Fairness Opinion.   Seller shall have received an
opinion from its financial adviser, Duff & Phelps, stating that in the
opinion of such financial adviser, the terms of the Purchase are fair and
reasonable to the shareholders of Seller from a financial point of view.  Seller
shall bear all costs of obtaining such an opinion. 
9.6	Legal Opinion.  Seller shall have received a legal
opinion from Venture Law Group, A Professional Corporation, legal counsel to
Buyer, dated the Closing Date, in a form satisfactory to Seller.
10.	Indemnification.
10.1	Survival of Representations and Warranties.  All
covenants to be performed prior to the Closing Date, and all representations and
warranties in this Agreement or in any instrument delivered pursuant to this
Agreement shall survive the consummation of the transactions contemplated hereby
and continue until the two (2) year anniversary of the Closing Date (the
"Indemnification Termination Date"); provided that if
any claims for indemnification have been asserted with respect to any such
representations, warranties and covenants prior to the Indemnification
Termination Date, the representations, warranties and covenants on which any
such claims are based shall continue in effect until final resolution of any
claims, and provided, further, that representations, warranties
and covenants relating to Taxes shall survive until 30 days after expiration of
all applicable statutes of limitations relating to such  Taxes.  All covenants
to be performed after the Closing Date shall continue indefinitely.
Notwithstanding the foregoing, all representations, warranties and covenants in
this Agreement relating to Taxes shall continue until 30 days after expiration
of all applicable statutes of limitations. 
10.2	Indemnification of Buyer.  Subject to the limitations
set forth in this Section 10, from and after the Effective Time, Seller shall
protect, defend, indemnify and hold harmless Buyer and Buyer's Affiliates,
officers, directors, employees, representatives and agents (each of the
foregoing Persons is hereinafter referred to individually as a "Buyer
Indemnified Person" and collectively as "Buyer Indemnified
Persons") from and against any and all losses, costs, damages,
liabilities, fees (including without limitation reasonable attorneys' fees) and
expenses (collectively, the "Damages"), that any of the Buyer
Indemnified Persons incurs by reason of or in connection with any claim, demand,
action or cause of action alleging misrepresentation, breach of, or default in
connection with, any of the representations, warranties, covenants or agreements
of the Seller contained in this Agreement, including any exhibits or schedules
attached hereto, known to Buyer prior to the Indemnification Termination Date.
Damages in each case shall be net of the amount of any insurance proceeds and
indemnity and contribution actually recovered by Buyer.
10.3	Indemnification of Seller.  Subject to the limitations
set forth in this Section 10, from and after the Effective Time, Buyer shall
protect, defend, indemnify and hold harmless Seller and Seller's Affiliates,
officers, directors, employees, representatives and agents (each of the
foregoing Persons is hereinafter referred to individually as a "Seller
Indemnified Person" and collectively as "Seller Indemnified
Persons") from and against any and all Damages that any of the Seller
Indemnified Persons incurs by reason of or in connection with any claim, demand,
action or cause of action alleging misrepresentation or breach of any of the
representations or warranties of the Buyer contained in Section 5 of this
Agreement known to Seller prior to the Indemnification Termination Date.
Damages in each case shall be net of the amount of any insurance proceeds and
indemnity and contribution actually recovered by Seller.
10.4	Method of Asserting Claims.  All claims
for indemnification pursuant to this Section 10 shall be made in accordance with
the following provisions: 
Buyer or Seller, as applicable, shall deliver to Seller or
Buyer, respectively, at any time on or before the Indemnification Termination
Date, a certificate signed by any officer of Buyer or Seller, as applicable (an
"Officer's Certificate"):
(i)	stating that Buyer or Seller, as applicable, or any
other Buyer Indemnified Person or Seller Indemnified Person, respectively, has
paid or incurred Damages and
(ii)	specifying in reasonable detail the individual items
of Damages included in the amount so stated, the date each such item was paid or
incurred and the nature of the misrepresentation, breach of warranty or claim to
which such item is related.
Seller or Buyer, as applicable, shall have thirty (30) days to object in
writing to any claim or claims made in such Officer's Certificate pursuant to
Section 10.5 below.  After the expiration of such thirty-day period, if Seller
or Buyer, as applicable, has raised no objections, Seller or Buyer, as
applicable, shall deliver to Buyer or Seller, respectively, as promptly as
practicable, either cash or, in the case of Seller, written evidence of Seller's
partial forgiveness of the Note, in each case in an amount equal to such
Damages.
10.5	Resolution of Conflicts; Arbitration.

(i)	In case Seller or Buyer, as applicable, shall
object in writing to any claim or claims made in any Officer's Certificate,
Seller and Buyer shall attempt in good faith to agree upon the rights of the
respective parties with respect to each of such claims within 45 days after
Buyer's or Seller's receipt of the other party's written objection to the claim
pursuant to Section 10  (the "Negotiation Period").  If Seller
and Buyer should so agree during the Negotiation Period, a memorandum setting
forth such agreement shall be prepared and signed by both parties and funds
shall be distributed in accordance with the terms thereof.
(ii)	If no such agreement has been reached by the end of
the Negotiation Period, either Buyer or Seller may demand arbitration of the
matter unless the amount of the Damages is at issue in pending litigation with a
third party, in which event arbitration shall not be commenced until such amount
is ascertained by settlement or a non-appealable decision of a court of
competent jurisdiction or both parties agree to binding arbitration.  The
binding arbitration shall be conducted in King County, Washington if brought by
Seller and in Dallas County, Texas if brought by Buyer, in accordance with the
then-current Commercial Arbitration Rules of the American Arbitration
Association by one arbitrator appointed in accordance with said rules.  The
Arbitrator shall apply Washington law, without reference to rules of conflicts
of law or rules of statutory arbitration, to the resolution of any dispute. The
written decision of the arbitrator as to the validity and amount of any claim in
such Officer's Certificate shall be binding and conclusive upon the parties to
this Agreement, and notwithstanding anything in Section 10 hereof, the
parties shall be entitled to act in accordance with such decision and make or
withhold payments in accordance therewith.  The arbitrator shall award
reimbursement to the prevailing party in the arbitration of its reasonable
expenses of the arbitration (including costs and reasonable attorneys' fees).
The award of the arbitrator shall be the sole and exclusive monetary
remedy of the parties and shall be enforceable in any court of competent
jurisdiction.  Notwithstanding the foregoing, any party shall be entitled to
seek injunctive relief or other equitable remedies from any court of competent
jurisdiction.
10.6	Third Party Claims.  In the event either party becomes
aware of a third-party claim which such party believes may result in a demand
against the other party, such party shall notify the other party of such claim,
and the other party shall be entitled, at the other party's expense, to
participate in any defense of such claim; provided, however, that failure to so
notify the other party shall not relieve such other party from any liability it
has under this Agreement with respect to such third party claim.  Each party
shall have the right in its discretion to settle any such claim; provided,
however, that except with the written consent of the other party, no settlement
of any such claim with third-party claimants shall alone be determinative of the
validity of any claim against such other party.  In the event such other
party has consented in writing to any such settlement, such other party shall
have no power or authority to object under any provision hereof to the amount of
any claim by consistent with such settlement.
10.7	Exclusive Contractual Remedy.  Indemnification pursuant
to this Section 10 shall be the exclusive contractual remedy of Buyer and
Seller for any Damages; provided, however, that nothing herein shall limit the
liability of any officer or director of Seller for such person's fraud or
intentional misrepresentation.
11.	Miscellaneous.


11.1	Amendments and Waivers.  Any term
of this Agreement may be amended or waived with the written consent of the
parties or their respective successors and assigns.  Any amendment or waiver
effected in accordance with this Section 11.1 shall be binding upon the
parties and their respective successors and assigns.
11.2	Successors and Assigns.  The
terms and conditions of this Agreement shall inure to the benefit of and be
binding upon the respective successors and assigns of the parties.
Nothing in this Agreement, express or implied, is intended to confer upon any
party other than the parties hereto or their respective successors and assigns
any rights, remedies, obligations, or liabilities under or by reason of this
Agreement, except as expressly provided in this Agreement.
11.3	Governing Law; Jurisdiction.  This
Agreement and all acts and transactions pursuant hereto and the rights and
obligations of the parties hereto shall be governed, construed and interpreted
in accordance with the laws of the State of Washington, without giving effect to
principles of conflicts of law.  
11.4	Counterparts.  This Agreement may be
executed in two or more counterparts, each of which shall be deemed an original
and all of which together shall constitute one instrument.
11.5	Titles and Subtitles.  The titles and
subtitles used in this Agreement are used for convenience only and are not
to be considered in construing or interpreting this Agreement.
11.6	Notices.  Any notice required or
permitted by this Agreement shall be in writing and shall be deemed sufficient
upon receipt, when delivered personally or by courier, overnight delivery
service or confirmed facsimile, or forty-eight (48) hours after being deposited
in the regular mail as certified or registered mail (airmail if sent
internationally) with postage prepaid, if such notice is addressed to the party
to be notified at such party's address or facsimile number as set forth below,
or as subsequently modified by written notice, and (a) if to Buyer,  with a
copy to Craig E. Sherman, 4750 Carillon Point, Kirkland, Washington 98033 or
(b) if to Seller, with a copy to Philip J. Tilton, Maslon Edelman Borman
& Brand, LLP, 3300 Wells Fargo Center, Minneapolis, Minnesota 55402.
11.7	Berst Attorneys Fees.  PopMail agrees
to reimburse Ronald Dan Berst for reasonable legal fees and expenses as owed in
connection with the registration, drafting and execution of this Agreement, up
to a maximum of $10,000.
11.8	Severability.  If one or more
provisions of this Agreement are held to be unenforceable under applicable law,
the parties agree to renegotiate such provision in good faith, in order to
maintain the economic position enjoyed by each party as close as possible to
that under the provision rendered unenforceable.  In the event that the parties
cannot reach a mutually agreeable and enforceable replacement for such
provision, then (i) such provision shall be excluded from this Agreement,
(ii) the balance of the Agreement shall be interpreted as if such provision
were so excluded and (iii) the balance of the Agreement shall be
enforceable in accordance with its terms.
11.9	Entire Agreement.  This Agreement
and the documents referred to herein are the product of all of the parties
hereto, and constitute the entire agreement between such parties pertaining to
the subject matter hereof and thereof, and merge all prior negotiations and
drafts of the parties with regard to the transactions contemplated herein and
therein.  Any and all other written or oral agreements existing between the
parties hereto regarding such transactions are expressly canceled.
11.10	Advice of Legal Counsel.  Each party
acknowledges and represents that, in executing this Agreement, it has had the
opportunity to seek advice as to its legal rights from legal counsel and that
the person signing on its behalf has read and understood all of the terms and
provisions of this Agreement.  This Agreement shall not be construed against any
party by reason of the drafting or preparation thereof.



[Signature pages follow]
	This Agreement has been duly executed and delivered by the duly
authorized officers of Seller and Buyer as of the date first above written.














						JBII CORPORATION



						By:  	


						Name:  	


						Title:  	




						POPMAIL.COM, INC.



						By:  	


						Name:  	














						Title:  						















						IZ.com, Inc.



						By:  	


						Name:  	
































EX-10.56
28
exh1056.htm
EXHIBIT












Exhibit 10.56


LOAN AGREEMENT

	THIS LOAN AGREEMENT ("Agreement")
is made by and among GSI VENTURES, LLC, an Ohio limited liability company
("Lender"), POPMAIL.COM, INC., a Minnesota corporation
(the "Borrower"), SDK INVESTMENTS, INC., an Ohio
corporation ("SDKI"), POPMAIL NETWORKS, INC., a Texas
corporation ("PNI"), FAN ASYLUM, INC., a California corporation
("FAI") and CAFÉ ODYSSEY, LLC, a Minnesota limited liability
company ("COL") this 1st day of December, 2000.
RECITALS

	A.	Lender has agreed to loan Borrower up to the
principal amount of $1,200,000 and at Lender's option, in its sole and absolute
discretion, an additional principal amount of $2,800,000.

	B.	Borrower has agreed to borrow up to $1,200,000
from Lender and the additional $2,800,000 from Lender, to the extent that Lender
makes that amount available to Borrower.  

	C.	SDKI has acted as a finder in connection with the
loan to be made by Lender to Borrower and, as a result, Borrower has agreed to
pay SDKI a finder's fee consisting of cash and warrants to purchase Borrower's
common stock.  

	D.	PNI, FAI and COL are wholly owned subsidiaries of
Borrower and will materially benefit from the loan Borrower will receive from
Lender.

	E.	As a condition to Lender making a loan to Borrower,
Lender requires PNI, FAI and COL to execute this Agreement and be bound by
certain terms of this Agreement.

	IN CONSIDERATION of the premises, the mutual
covenants and agreements contained herein and other good and valuable
consideration, the receipt, sufficiency and adequacy of which are hereby
acknowledged, Lender, Borrower PNI, FAI, COL, and SDKI hereby covenant and agree
as follows:  
ARTICLE I
THE LOAN




Agreement to Borrow and Lend.  Subject
to all of the terms, provisions, conditions, covenants and agreements contained
in this Agreement, Lender agrees to make a loan to Borrower (the
"Loan") in the principal amount of at least Four Hundred
Thousand Dollars ($400,000) and for a period of 270 days from the date hereof,
at Lender's option and in its sole and absolute discretion, an additional
principal amount of Three Million Eight Hundred Thousand Dollars ($3,600,000)
(collectively, the "Loan Proceeds"), which shall be used in
accordance with the terms set forth herein.  Subject to all of the terms,
provisions, conditions, covenants and agreements contained in this Agreement,
Borrower agrees to borrow from Lender Loan Proceeds that Lender offers to
Borrower within 270 days from the date hereof.

Closing.  The Loan Proceeds shall be distributed
in increments as determined by the Lender, in its sole and absolute discretion
of at least $100,000, at one or more closings (each a
"Closing"), the first of which shall occur on November 30,
2000, or on such other date as the parties shall agree (the "Initial
Closing").   

Convertible Promissory Notes.  The Loan will be
evidenced by a series of convertible promissory notes (the
"Notes", or singularly a "Note") in the form
attached hereto as Exhibit A that will be executed by Borrower and
delivered to Lender.  

Interest.  The outstanding principal balance of
the Notes shall bear interest at a rate of Twelve Percent (12%) per annum as set
forth in the Notes. 

Payment Terms.  Accrued interest under the
Notes shall be due and payable in quarterly installments on February 1, 2001,
May 1, 2001, August 1, 2001 and November 1, 2001 and the entire outstanding
principal balance of the Loan, together with all accrued but unpaid interest
thereon, shall be due and payable in full on January 5, 2002 (the
"Maturity Date"). Notwithstanding anything to the contrary
contained herein, upon Lender's consent, which shall be made in its sole and
absolute discretion, Borrower may pay any portion of the quarterly installments
of accrued interest of the Loan with shares of Borrower's common stock, par
value $.01 per share (the "Common Stock").  The value of the
Common Stock used to pay any quarterly installments of accrued interest shall be
determined by the closing sale price of the Common Stock as reported by Nasdaq
on the preceding trading day before the quarterly installment is paid.

Conversion Right.  The Lender shall have the right
to convert all or any portion of the debt evidenced by the Notes into Borrower's
Common Stock in accordance with the terms of the Notes.


ARTICLE II

WARRANTS TO PURCHASE COMMON STOCK

	2.1.	Warrant to Purchase Common Stock to
Lender.  The Borrower hereby agrees to issue to Lender as a part of
the consideration for Lender making the Loan to Borrower, a warrant to purchase
the number of shares of Common Stock equal to fifty percent (50%) of the
aggregate face value of each Note and in the form attached hereto as Exhibit
B (the "Lender Warrant"). 




Warrant to Purchase Common Stock to SDKI.
As partial consideration for introducing the Borrower to the Lender, the
Borrower hereby agrees to issue to SDKI a warrant to purchase the number of
shares of Common Stock equal to ten percent (10%) of the aggregate face value of
each Note and in the form attached hereto as Exhibit C ("SDKI
Warrant" and together with the Lender Warrant, the
"Warrants").  

Share Calculation For Warrants; Strike Price;
Issuance.  For purposes only of determining the number of shares which shall
be granted upon exercise of the Warrants, the Common Stock shall be deemed to
have a value of $1.00 per share.  The strike price for each Lender Warrant shall
be 120% of the Market Price (as that term is defined in the Notes), and the
strike price for each SDKI Warrant shall be the Market Price.  The Borrower
shall issue each Warrant at the Initial Closing and each subsequent Closing.
The Warrants shall be exercisable for a period of at least five
years.


ARTICLE III
BORROWER'S REPRESENTATIONS AND WARRANTIES

	The Borrower hereby represents and warrants to
Lender that the following are true and correct as of the date hereof and shall
be true and correct as of the date of the Initial Closing and any subsequent
Closing and shall remain true and correct during the term of all of the Loan
Documents (as defined below):  

3.1	Borrower and each of its subsidiaries and affiliates
(a) is a duly organized and validly existing corporation in good standing under
the laws of the jurisdiction of its formation, (b) has the power and authority
and the legal right to own its property and assets and to transact the business
in which it is engaged and (c) is duly qualified as a foreign corporation  or
otherwise licensed and authorized to transact business and in good standing in
each jurisdiction where the ownership, leasing or operation of property or the
conduct of its business requires such qualification and where the failure to be
so qualified, licensed or authorized would have a material adverse effect on the
condition (financial or otherwise), prospects, assets or properties of Borrower,
any subsidiary or affiliate. All subsidiaries and affiliates of the Borrower are
listed on Item 3.1 of the Disclosure Schedule.  The term
"affiliate" shall have the meaning ascribed thereto under Rule 12b-2
promulgated under the Exchange Act of 1934, as amended.



3.2  The execution, delivery and performance of this Agreement, the Notes and
the Warrants and any and all other security agreements, pledge agreements,
financing statements, certificates or instruments contemplated herein
(collectively "Loan Documents") executed and delivered by the
Borrower or its affiliates have been authorized by all necessary corporate
actions and do not and will not contravene any legal or contractual restriction
binding on the Borrower or any of its property or its assets.

3.3  The Borrower and each of its subsidiaries and affiliates has the power
to take all actions contemplated hereby (including but not limited to the
issuance of the Warrants and Notes, the right of first refusal granted to Lender
to participate in any security issuances and the granting of the security
interests in the Collateral (as defined below)) to execute, deliver and carry
out the terms and provisions of each Loan Document to which it is a party and
has taken all necessary actions to authorize the execution, delivery and
performance by it of each Loan Document to which it is a party and all acts
contemplated hereby. The Loan Documents when executed and delivered by the
Borrower and its subsidiaries and affiliates will constitute the legal, valid
and binding obligation of the Borrower and its subsidiaries and affiliates (as
the case may be) and is, or will be upon execution, enforceable against the
Borrower and its subsidiaries and affiliates (as the case may be) in accordance
with their respective terms, except to the extent that enforcement may be
limited by applicable bankruptcy, insolvency, reorganization or other similar
laws affecting creditors rights generally.  

3.4  The execution, delivery or performance by the Borrower and its
subsidiaries and affiliates of each Loan Document, and compliance by the
Borrower and its subsidiaries and affiliates with the terms and provisions
hereof and thereof, (a) do not contravene any provision of any law, statute,
rule or regulation or any order, writ, injunction or decree of any court or
governmental instrumentality applicable to the Borrower, any subsidiary or
affiliate, (b) do not conflict with or result in any breach of any of the terms,
covenants, conditions or provisions of, or constitute a default under, or result
in the creation or imposition of (or the obligation to create or impose) any
lien (other than as contemplated by the Loan Documents) upon any of the property
or assets of the Borrower, any subsidiary or affiliate pursuant to the terms of
any material indenture, mortgage, deed of trust, credit agreement, loan
agreement or other agreement, contract or instrument to which the Borrower, any
subsidiary or affiliate is a party or by which the Borrower, any subsidiary or
affiliate or any of their respective properties or assets is bound or to which
the Borrower, any subsidiary or affiliate may be subject and (c) do no violate
any provision of the Certificate of Incorporation, Articles of Organization,
operating agreement, bylaws or regulations of the Borrower, any subsidiary and
affiliate. 

3.5  The authorization, issuance, sale and delivery of the shares of Common
Stock issuable upon conversion of the Notes and upon exercise of the Warrants
has been duly authorized by all requisite corporate action on the part of the
Borrower.  The shares of the Common Stock issuable upon conversion of the Notes
and upon exercise of the Warrants upon their issuance in accordance with the
Notes and the Warrants, respectively, will be validly issued, fully paid and
nonassessable.  Any shares of Common Stock issued in accordance with the terms
of the Notes for payment of quarterly installments of acquired interest will be
validly issued, fully paid and nonassessable.

3.6  Except as disclosed in Schedule 3.6, there are no actions, suits or
proceedings pending or, to the  knowledge of the Borrower, threatened against
Borrower, any subsidiary  or affiliate  (a) with respect to the Loan Documents,
any of the Collateral (as defined below) or the transactions contemplated hereby
or (b) that are, either individually or in the aggregate, reasonably likely to
have a material adverse effect on the condition (financial or otherwise),
prospects, assets or properties of Borrower, any subsidiary or affiliate.

3.7  All balance sheets, income statements, financial statements, operating
statements and other financial data pertaining to Borrower or its subsidiaries
or affiliates (the "Financial Information") that have been
delivered (or will be delivered) to Lender by or on behalf of Borrower are or
will be accurate and complete in all material respects, are or will be in
accordance with the books and records of Borrower and its subsidiaries and
affiliates, and accurately present or will present the financial condition,
results of operations and changes in financial position of the person or entity
to which they pertain as of their respective dates and there has been no
material change with respect thereto.  All Financial Information delivered to
Lender is and shall be prepared in accordance with the generally accepted
accounting principles, consistently applied.

3.8  None of the Borrower's reports and documents heretofore filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended, and the Securities Exchange Act of 1934, as amended, contained at the
time they were filed  any untrue statement of a material fact or omitted to
state any material fact required to be stated therein or necessary to make the
statements made therein, in light of the circumstances under which they were
made, not misleading.



3.9  The Borrower and its subsidiaries and affiliates own and
possess adequate and enforceable rights to use all patents, patent applications,
trademarks, trademark applications, trade names, service marks, logos,
copyrights, copyright applications, licenses, inventions, software, programs,
know-how (including trade secrets and other unpatented and/or unpatentable
proprietary or confidential information, systems or procedures) and other
similar rights and proprietary knowledge (collectively,
"Intangibles") necessary for the conduct of their respective
businesses.  Borrower and its subsidiaries and affiliates have the unrestricted
right to use all of the Intangibles.  Borrower and its subsidiaries and
affiliates are not infringing upon or in conflict with any right of any other
person or entity with respect to any Intangibles and the Borrower and its
subsidiaries and affiliates are not subject to any outstanding order, decree,
judgment or stipulation with respect to the Intangibles.  No proceedings have
been instituted or are pending or, to Borrower's knowledge, threatened which
challenge the validity or rights of Borrower or its subsidiaries and affiliates
to any of the Intangibles, and Borrower has no knowledge of any infringement by
others of any of the Intangibles.  All of the Intangibles are valid, enforceable
and free and clear of any attachments or liens and all claims, restrictions and
demands of any other person, firm or corporation, including attorneys' fees for
past services, expenses and government fees.  None of the past or present
employees, officers, directors, or shareholders of Borrower, any subsidiary or
affiliate has any rights in any Intangibles.  Borrower and its subsidiaries and
affiliates have not granted any outstanding license or other rights to any of
the Intangibles, except those licenses granted in the ordinary course of
business, and are not liable, and have not made any contract or arrangement
whereby they may become liable, to any person for any royalty or other
compensation for the use of any Intangibles.  The trade secrets and processes
and procedures of Borrower and its subsidiaries and affiliates which are
necessary to the operation of Borrower and its subsidiaries and affiliates have
been reduced to writing, to the extent practical, and will remain available for
use by Borrower and its subsidiaries and affiliates after the date of the
Initial Closing and any subsequent Closing. 

3.10	All factual information heretofore or
contemporaneously furnished by the Borrower, any subsidiary or affiliate to
Lender (including, without limitation, all information contained in this
Agreement) for purposes of this Agreement or any transaction contemplated hereby
or thereby is, and all other such factual information hereafter furnished by the
Borrower, any subsidiary or affiliate to Lender for purposes of this Agreement
or any transaction contemplated herein will be, true and accurate in all
material respects on the date as of which such information is given and the
Borrower in good faith believes such information is not incomplete by omitting
to state any fact necessary to make such information not misleading at such time
in light of the circumstances under which such information was provided.



	3.11  The Borrower, each subsidiary and affiliate has filed all tax
returns required to be filed by it and has paid all income and franchise taxes
payable by it which have become due pursuant to such tax returns and all other
taxes and assessments payable by it which have become due, other than those not
yet delinquent and except for those contested in good faith and by appropriate
proceedings. The amounts shown on those tax returns fairly present the tax
position of the Borrower and such subsidiaries and the Borrower does not expect
any material adjustments or any amounts shown on such tax returns. Each of the
Borrower and each subsidiary or affiliate has paid, or has provided adequate
reserves (in the good faith judgment of the management of the Borrower) for the
payment of, all foreign, federal and state income and franchise taxes applicable
for all prior fiscal years of the Borrower and for the current fiscal year to
the date hereof. As of the date hereof, no tax lien has been filed, and, to the
knowledge of the Borrower, no claim is being asserted, with respect to any tax,
fee or other charge.

	3.12  All employee benefit plans, as defined in Section 3(3) of ERISA
(defined below) and which are maintained for employees by the Borrower, a
subsidiary or an ERISA Affiliate (defined below) ("Plan"), comply with
all relevant provisions of the Internal Revenue Code of 1986 (the
"Code") and ERISA; no Plan is insolvent or in reorganization; no Plan
has an accumulated or waived funding deficiency or has applied for an extension
of any amortization period within the meaning of Section 412 of the Code;
neither the Borrower nor any subsidiary nor any ERISA Affiliate has incurred any
liability to or on account of a Plan which is a single-employer plan as defined
in Section 4001 (a) (15) of ERISA pursuant to Section 4062, 4063, 4064 or a
multi employer plan pursuant to Sections 515, 4201 or 4204, of ERISA; no
proceedings have been instituted to terminate any plan; and no condition exists
which constitutes a prohibited transaction (as defined in Section 406 of ERISA
or Section 4975 of the Code) or a reportable event (as defined in Section 4043
of ERISA), or which is reasonably expected will result in the Borrower, any
subsidiary or an ERISA Affiliate of incurring a liability to or on account of a
Plan pursuant to any of the foregoing Sections of ERISA or the Code.  As of the
date of this Agreement, the aggregate present value of all accrued benefit
liabilities (as defined in Section 4001(a)(6) of ERISA) of all Plans which were
single-employer plans did not exceed the aggregate current value of all assets
of such Plans based upon estimated actuarial data that has been provided to the
Borrower by the consulting actuaries of the Plans, and as of the date of this
Agreement, there was no withdrawal liability (and would be no withdrawal
liability assuming a complete withdrawal from all such Plans) to any Plan which
is a multi employer plan.



	"ERISA" means the Employee Retirement Income
Security Act of 1974, as amended, and any successor statute of similar import,
together with regulations thereunder, in each case as in effect from time to
time. References to sections of ERISA also refer to any successor sections.

	"ERISA Affiliate" means any person (as defined
in Section 3 (9) of ERISA) (including each trade or business (whether or not
incorporated)) which together with the Company or any Subsidiary would be deemed
to be a "single employer" or a member of the same "controlled
group" of "contributing sponsors" within the meaning of Section
4001 of ERISA

	3.13  The Borrower and its subsidiaries and affiliates
are in compliance with all applicable statutes, regulations and orders of, and
all applicable restrictions imposed by, all governmental bodies, domestic or
foreign, in respect of the conduct of their businesses and the ownership of
their properties, except such noncompliance as would not, in the aggregate,
reasonably be expected to have a material adverse effect on the condition
(financial or otherwise), prospects,  assets or properties of Borrower or any
subsidiary or affiliate.

3.14  The Borrower and its subsidiaries and affiliates have
never conducted business under any names other than those set forth in Item
3.14 of the Disclosure Schedule. The addresses of all offices where any of
the Collateral is located is listed in Item 3.14 of the Disclosure
Schedule.  The chief executive office and the chief place of business for the
Borrower, each of its subsidiaries, and affiliates and the office where each
thereof keeps its books and records, is located at the address specified in
Item 3.14 of the Disclosure Schedule.

	3.15    As of the date the last Financial Information was
received by Lender from Borrower, except to the extent disclosed, reflected or
reserved against therein or in Item 3.15 of the Disclosure Schedule,
Borrower did not have any material liabilities or obligations, known or unknown,
secured or unsecured, whether accrued, absolute, contingent or otherwise. 

	3.16  Since the date the last Financial Information was
received by Lender from Borrower, there has been no material adverse change in
or to the business of Borrower or its subsidiaries or affiliates, or to the
operations, earnings, prospects, liabilities or relationships with suppliers,
distributors or customers of Borrower or its subsidiaries or affiliates.  There
is no presently existing condition with respect to Borrower or its subsidiaries
or affiliates which might be expected to have a material adverse effect on the
business or prospects of Borrower or its subsidiaries or affiliates or the
continued conduct of the business of Borrower or its subsidiaries or Affiliates
after the date of the Initial Closing or any subsequent Closing. 

	3.17  No order, consent, approval, license, authorization
or validation of, or filing, recording or registration with, or exemption by, or
other act by (except as have been obtained or made), any governmental or public
body or authority, or any subdivision thereof, is required to authorize, or is
required in connection with, (a) the execution, delivery and performance by the
Borrower or its subsidiaries or affiliates of any Loan Document or (b) the
legality, validity, binding effect or enforceability against the Borrower or its
subsidiaries or affiliates of any Loan Document.



3.18  Borrower shall use the Loan Proceeds exclusively for commercial reasons
that are expressly approved by Lender in accordance with Section 4.2 below.

3.19    Borrower or its subsidiaries and affiliates (as the case may be) are
the legal and beneficial owner of the Collateral, and the Collateral is free and
clear of all mortgages, security interests, liens, equities, encumbrances and
claims of every kind (collectively, the "Encumbrances") except
for the Encumbrances set forth on Item 4.7 of the Disclosure Schedule and
the liens of the Lender as set forth in this Agreement.  The Collateral is and
will remain free and clear of all Encumbrances of any nature whatsoever, except
for those set forth on Item 4.7 of the Disclosure Schedule and the liens
of the Lender as set forth in this Agreement.






All of the subsidiaries and affiliates of Borrower are wholly owned by
Borrower.





3.21  The security interest and leasehold mortgage in favor of the Borrower
on the real and personal property located at Kenwood Mall, Cincinnati, Ohio, is
a first and best lien on such personal property and leasehold and Borrower has
not and will not allow any Encumbrances on such property to be superior to
Borrower's mortgage and security interest.


ARTICLE IV
ADDITIONAL COVENANTS AND OTHER AGREEMENTS

	4.1.	Finder's Fee. Borrower shall pay to
SDKI a cash fee of ten percent (10%) of all the Loan Proceeds disbursed to
Borrower, which amount shall be paid from the proceeds disbursed to
Borrower.




Disbursement Approval.  All disbursements of Loan
Proceeds shall be approved in writing in advance by Lender, in its sole and
absolute discretion.  Prior to any use by the Borrower of the Loan Proceeds, or
any portion thereof, Borrower shall have received Lender's prior written
approval of such use, with such approval being determined by Lender in its sole
and absolute discretion.  Notwithstanding the foregoing provisions of this
Section 4.2, Borrower shall not need any approval from Lender with respect to
its use of the first $50,000 of Loan Proceeds received by Borrower.

Registration Rights.  Within 60 days of the date
hereof, Borrower shall have used its best efforts to cause a registration
statement covering the resale of the shares of Common Stock issuable upon
conversion of the Notes, exercise of the purchase rights under the Notes, used
for payment of the accrued interest on the Notes and  exercise of the Warrants
to have been declared effective by the Securities and Exchange Commission.  All
expenses of such registration, except fees for underwriting discounts and
selling commissions applicable to the resale of such Common Stock by Lender or
the holder of the Warrants, shall be borne by Borrower.  Lender and SDKI (and
their respective assigns) each agree to cooperate with the Borrower in the
preparation and filing of any such registration statement and in the furnishing
of information for inclusion therein, or in any efforts by the Borrower to
establish that the proposed sale is exempt under the Securities Act of 1933, as
amended, as to any proposed distribution.



4.4	Right of First Refusal.  As long as their
exists any principal or interest outstanding under the Notes, the Borrower
grants to the Lender a right of first refusal to participate as an investor in
any offering of Borrower's Common Stock, securities convertible into Common
Stock or any other equity securities of the Borrower (collectively, the
"Securities"). If the Borrower receives an executed letter of
intent or term sheet from any third party with respect to a sale or transfer of
Securities that the Borrower is willing to accept, the Borrower shall promptly
give written notice thereof to the Lender, including all essential terms and
conditions of such proposed offering.  The Lender shall then have ten (10) days
after receipt of such written notice to elect to enter into an agreement with
the Borrower to participate in the proposed offering on the same terms and
conditions as set forth in the Borrower's written notice.  If the Lender
declines to exercise its right of first refusal upon written notice from the
Borrower or fails to notify the Borrower within a 10-day period of an election
to invoke its right of first refusal, the Borrower shall have a period of 30
days to enter into an agreement with such third party from whom it has received
an executed letter of intent for the sale or transfer of the Securities on the
exact terms and conditions that were provided to Borrower in the notice.  In the
event that Borrower does not effect a transfer or sale of the Securities within
the specified thirty-day period, the Lender's right of first refusal shall
continue to be applicable to any subsequent sale or transfer of the Securities
by the Borrower. 

4.5.	Approval of Equity and Debt Issuances.
Borrower and its subsidiaries and affiliates shall not issue any securities,
including options to purchase  securities, or take on any debt (other than the
debt reflected by the Notes and trade payables incurred in the ordinary course
of business), without Lender's prior written approval, which approval shall be
given in Lender's sole and absolute discretion. 

4.6 	Board Seats.  Upon Lender's request, the Board
of Directors of Borrower (the "Board") shall take all necessary
and appropriate action to create up to two (2) new director seats of the Board
and appoint such persons as designated by Lender.  Additionally, for each
$1,400,000 of principal amount of Notes purchased by Lender in excess of
$1,200,000, Lender may, at its election, designate one (1) additional member of
the Board and the Board shall take all necessary and appropriate action to
create such director seats and appoint such persons designated by Lender;
provided, however, that Lender's election to designate such new members must be
made, if at all, within 30 days of the closing of the purchase of such
additional principal amounts of Notes.

4.7 	Security Agreements.  In connection with the
Loan made pursuant to this Agreement, the Notes shall be secured by a first and
best lien in all of the assets of the Borrower and its subsidiaries and
affiliates, including the shares of capital stock and membership interest in
Popmail Network, Inc., Fan Asylum, Inc. and Café Odyssey, LLC
(collectively, the "Collateral"); except for the Collateral set forth
in Item 4.7 of the Disclosure Schedule, which Lender shall have a lien
and security interest in, which shall be subordinated only to those persons or
entities identified in Item 4.7 of the Disclosure Schedule.  Borrower and
its subsidiaries and affiliates shall execute and deliver security agreements,
financing statements, pledge agreements and all other instruments and agreements
required by Lender that provide for a grant by Borrower and its subsidiaries and
affiliates to Lender of a security interest in all of the Collateral.   Borrower
shall take all other steps  necessary to keep such security interest in Lender
perfected and shall take no action to subordinate Lender's security interest to
any other person or entity without Lender's prior written approval.

4.8 	Default Under Loan Document.  In the event
that a default shall exist under any of the Loan Documents, Lender shall be
authorized to proceed with any and all remedies available to Lender thereunder.
A default under any of the Loan Documents shall constitute a default under each
other Loan Document and shall entitle Lender to pursue any and all remedies
under each or any of the Loan Documents.




Reserving Common Stock For Issuance.  The Borrower
shall at all times while the Warrants or the Lender's conversion and purchase
rights as set forth in the Notes are outstanding, reserve and keep available out
of its authorized but unissued stock, such number of duly authorized Common
Stock as shall be sufficient to effect the conversion rights and purchase rights
under the Notes and Warrants in accordance with their respective
terms.	

Reclassification of Common Stock.  The Borrower
covenants and agrees that in the event its present Common Stock shall be
reclassified, split, combined or otherwise changed, or in case of any
consolidation or merger of the Borrower with or into another corporation as a
result of which holders of Common Stock become entitled to receive securities or
other assets (including cash) with respect to or in exchange for their Common
Stock (other than a merger with a subsidiary in which merger the Borrower is the
continuing corporation and which does not result in any reclassification,
capital reorganization or other change of outstanding shares of Common Stock) or
in case of any sale, lease or conveyance to another corporation of the property
of the Borrower as an entirety or substantially as an entirety, the Borrower
shall make proper provision as a part of the terms of such reclassification,
split, combination, change, consolidation, merger or sale, that the holder of
the Warrants and the Notes will thereafter be entitled to convert it into the
same kind and amount of securities (including in that term, stock of any class
or classes) and other assets as may be issuable or distributable by the terms of
such reclassification, split, combination, change, consolidation, merger or
sale.



	4.11  	Financial Statements. The Borrower
shall: (i) Within 45 days of the end of each quarter, furnish Lender with any
and all filings with the Securities and Exchange Commission including but not
limited to Form 10Q, and  a No Default Certificate in the form which in a form
acceptable to Lender; (ii) within 90 days of its fiscal year end, furnish
audited copies of the Borrower's balance sheet, income statement, and statement
of cash flows as well as a copy of Borrower's Form 10K; and (iii) within 30 days
of filing, the Borrower's consolidated federal income tax return.

	4.12	Taxes, Assessments and Liabilities. The
Borrower shall pay all taxes, assessments, and other liabilities when due,
except for those which are contested in good faith. File all required federal,
state and local tax returns on a timely basis.

	4.13	Notice.  The Borrower shall give the
Lender prompt notice of any: (i) default of this or any other agreement or
contract under which the Borrower or any of its subsidiaries or affiliates are
liable; (ii) environmental penalty, claim or dispute involving more than
$25,000.00; (iii) litigation, government proceeding or investigation filed or
threatened against Borrower or any of its subsidiaries or affiliates, Lender its
directors and officers involving more than $25,000.00; (iv) reportable event
under ERISA; or (v) material change in the business prospects or financial
condition of the Borrower or any of its subsidiaries or affiliates.

	4.14	Corporate Existence and Status.  Borrower
shall maintain its and its subsidiaries' and affiliates' corporate existence and
remain in good standing under the laws of each jurisdiction where the Borrower
and its subsidiaries or affiliates are duly qualified to conduct its
business.

	4.15	Protection of Intellectual Property.
Borrower and its subsidiaries and affiliates shall take all measures necessary
to defend and protect the Intangibles, and not commit or permit any action that
may impair the value of the Intangibles.

	4.16	Liens.   Borrower and its subsidiaries and
affiliates shall not create or permit to exist any Encumbrance with respect to
the Collateral, except for liens created in favor of the Lender hereunder.

	4.17	Compliance with Laws.  Borrower and its
subsidiaries and affiliates shall keep, observe, satisfy and not suffer
violations of any and all  laws, statutes, ordinances and/or regulations.
	

	4.18	Operate in the Ordinary Course.  Borrower
and its subsidiaries and affiliates shall continue to operate their respective
businesses in the ordinary and customary course, and not take any actions which
materially alter the nature or scope of their respective businesses as conducted
on the date of the Initial Closing.

	4.19	Further Assurances.  Borrower and its
subsidiaries and affiliates shall provide Lender with such additional
information or documentation as Lender may request from time to time.
	4.20	Lender's Attorney's Fees.  At each
closing, Borrower shall pay Lender's attorney's fees it has incurred related to
the Loan up to a maximum of $10,000.
ARTICLE V
DEFAULT AND REMEDIES

	5.1.	Events of Default.  The occurrence
of any one or more of the following events or the existence of one or more of
the following conditions shall, upon 30 days written notice to Borrower,
constitute an "Event of Default" under this Agreement provided
that the events set forth in Sections 5.1(a), 5.1(c), 5.1(f), 5.1(e), 5.1(g),
5.1(h), 5.1(k), 5.1(l) and 5.1(n) shall constitute an Event of Default
immediately upon their occurrence and Lender shall not be required to provide
the 30 days' written notice for any such events:  



		(a)	Borrower shall fail to pay when due any
installment of principal or interest due under the Notes, whether due on the
date provided for therein or by acceleration or otherwise, or Borrower shall
fail to pay when due any other amounts due under any of the Loan Documents;









Any material breach of a representation or warranty made
in writing to Lender by Borrower or its subsidiaries or affiliates made herein,
in any Loan Documents or in connection with the making of the Loan; 
The breach, default or violation by Borrower or its
subsidiaries or affiliates of any obligation, agreement or covenant contained in
Loan Documents or any other agreements, certificates or writings executed in
connection herewith by Borrower or its subsidiaries or affiliates; unless the
same is cued within any applicable grace period; 

any material provision of any of the Loan Documents shall
at any time for any reason cease to be in full force and effect or shall be
declared to be null and void; 

any litigation or proceeding is pending which may
materially adversely affect the ability of Borrower, its subsidiaries or
affiliates to perform its obligations under the Loan Documents; 

 the failure of the Borrower or its subsidiaries or
affiliates to comply with any other covenants or agreements contained in any of
the Loan Documents and not herein specifically referenced, unless the same is
cured within any applicable grace period; 

a material part of the operations of the Borrower or any
of its subsidiaries or affiliates shall cease for a period of thirty days;


the liquidation, termination or dissolution of Borrower
or any of its subsidiaries or affiliates;

the occurrence of an event of default (as defined
therein) in any of the Loan Documents other than this Agreement;

the occurrence of any of the following transactions
concerning the Borrower without the prior written consent of the Lender (which
shall be given in its sole and absolute discretion): (i) the acquisition of the
Borrower by another entity by means of any transaction or series of related
transactions (including, without limitation, the transfer of more than 50% of
the voting power of the Borrower, reorganization, merger, consolidation); or
(ii) a sale of all or substantially all of the assets of the Borrower; unless
the Borrower's shareholders of record as constituted immediately prior to such
acquisition or sale will, immediately after such acquisition or sale (by virtue
of securities issued as consideration for the Borrower's acquisition or
otherwise) hold at least 50% of the voting power of the surviving or acquiring
entity;

the issuance of any securities by Borrower's subsidiaries
and affiliates without the prior written consent of the Lender; 

the occurrence of any of the following transactions
concerning the Borrower's subsidiaries or affiliates without the prior written
consent of the Lender: (i) the acquisition (in whole or in part) of any
subsidiary or affiliate of the Borrower by another entity or person by means of
any transaction or series of related transactions (including, without
limitation, the stock purchase, stock issuance, reorganization, merger,
consolidation); or (ii) a sale of all or substantially all of the assets of the
Borrower; 
Borrower's Common Stock is de-listed from the Nasdaq
National or SmallCap Market Systems; or 
if Lender shall reasonably deem itself to be insecure.






	5.2.	Remedies.  Upon the
occurrence of any Event of Default hereunder as above provided, and at any time
thereafter, all principal, interest and other amounts payable under the Notes
shall, at the option of Lender, become immediately due and payable without
presentment, demand, protest or other notice of any kind, all of which are
expressly waived by Borrower.  Lender may proceed with every remedy available at
law or in equity or provided for in the Loan Documents or in any other document
executed in connection with the Loan, in such order or sequence as Lender may
determine in its sole discretion, including concurrently, independently, or
successively, and all expenses incurred by Lender in connection with any remedy
shall be deemed indebtedness of Borrower to Lender including, but not limited
to, reasonable attorneys' fees incurred by Lender.  
ARTICLE VI
GENERAL PROVISIONS

	6.1.	Amendments.  No provision or term
of the Loan Documents may be amended, modified, revoked, supplemented, waived or
otherwise changed except by a written instrument duly executed by the party from
whom enforcement is sought.  

	6.2.	Borrower Not Released.  Without
affecting any obligation of Borrower under this Agreement, Lender without notice
or demand may renew, extend or otherwise change the terms and conditions of the
Loan.  

	6.3.	Severability.  Whenever possible,
each provision of the Loan Documents shall be interpreted so as to be effective
and valid under Ohio law.  Should any provision, covenant or agreement contained
in the Loan Documents be deemed invalid, illegal or unenforceable in any
jurisdiction, the validity, legality and enforceability of the remaining
provisions of the Loan Documents shall not be impaired thereby, nor shall the
validity, legality or enforceability of any such defective provision be in any
way affected or impaired in any other jurisdiction.  

	6.4.	Successors and Assigns Bound;
Assignment.  The covenants and agreements contained herein shall bind the
parties hereto and each of their respective successors and assigns.  Borrower
may not assign this Agreement without the prior written consent of Lender.
Subject to the foregoing restriction, this Agreement shall inure to the benefit
of Lender and SDKI, their successors and assigns.  

	6.5.	No Third Party Benefits.  This
Agreement is made for the sole benefit of Borrower, Lender, PNI, FAO, COL, SDKI
and their respective successors and assigns, and no other person or persons
shall have any rights or remedies under or by reason of this Agreement.  

	6.6.	Headings.  The captions and
headings of the paragraphs in the Agreement are for convenience only and are not
used to interpret or define the provisions of the Agreement.  

	6.7.	Governing Law.  This Agreement and
the Loan Documents or any other documents executed in connection with the loan
shall be governed by and interpreted in accordance with the laws of the State of
Ohio, without regard to Ohio's conflict of laws principles.  

	6.8.	Conflict.  Should any provision of
any other Loan Documents conflict with any provision of this Agreement, the
provision selected by Lender, in its sole discretion, shall govern and shall be
controlling.  

6.9 	Jurisdiction.  Borrower, by its execution
hereof (i) hereby irrevocably submits to the exclusive jurisdiction of the State
of Ohio and to the exclusive jurisdiction of the United States District Court
for the Southern District of Ohio for the purpose of any suit, action or other
proceeding arising out of or based upon this Agreement, the Collateral or the
Loan Documents or the subject matter hereof or thereof brought by Lender, any
holder of the obligations of Borrower under the Loan Documents or their
respective successors or assigns, and (ii) agrees not to assert, by way of
motion, as a defense or otherwise, in any such proceeding, any claim that
Borrower is not subject personally to the jurisdiction of the above-named
courts, that Borrower's property is exempt or immune from attachment or
execution, that any such proceeding brought in one of the above-named courts is
brought in an inconvenient forum, that the venue of any such proceeding brought
in one of the above-named courts in improper, or that this Agreement, the
Collateral or any of the Loan Documents, or the subject matter hereof or
thereof, may not be enforced in or by such court.

6.10	Waiver of Jury.  LENDER AND BORROWER HEREBY
VOLUNTARILY, KNOWINGLY AND INTENTIONALLY WAIVE ANY AND ALL RIGHTS TO TRIAL BY
JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING UNDER THIS AGREEMENT OR
CONCERNING THE LOAN DOCUMENTS AND/OR ANY COLLATERAL CONTEMPLATED THEREBY,
REGARDLESS OF WHETHER SUCH ACTION OR PROCEEDING CONCERNS ANY CONTRACTUAL OR
TORTIOUS OR OTHER CLAIM.  BORROWER ACKNOWLEDGES THAT THIS WAIVER OF JURY TRIAL
IS A MATERIAL INDUCEMENT TO LENDER IN EXTENDING CREDIT, THAT LENDER WOULD NOT
HAVE EXTENDED SUCH CREDIT WITHOUT THIS JURY TRIAL WAIVER, AND THAT BORROWER HAS
BEEN REPRESENTED BY AN ATTORNEY OR HAS HAD AN OPPORTUNITY TO CONSULT WITH AN
ATTORNEY IN CONNECTION WITH THIS JURY TRIAL WAIVER AND UNDERSTANDS THE LEGAL
EFFECT OF THIS WAIVER.

	6.11	Obligations of Subsidiaries of Borrower.
PNI, FAI and COL all acknowledge and agree that each of them shall be bound by
Section 4.8 and all obligations, covenants, representations and warranties that
reference any subsidiary or affiliate of Borrower as if such obligations,
covenants, representations and warranties were fully made by them.  PNI, FAI and
COL further acknowledge and agree that each of them shall receive a material
benefit from the Loan received by Borrower from Lender because without it, PNI,
FAI and COL would no longer be able to continue their business as currently
operated.  The obligations of PNI, FAI and COL hereunder were a material
inducement to Lender to enter into this Agreement.

	6.12	Counterparts.  This Agreement may be
executed in one or more counterparts, each of which shall de deemed to be an
original but all of which together will constitute one and the same instrument.
This Agreement may be executed by facsimile signatures which shall have the same
force and effect as original signatures.

	6.13	Entire Agreement.  This Agreement and all
documents and agreements referred to in this Agreement supersede all prior
understandings, agreements and discussions between the parties concerning this
subject matter, with such prior understandings, agreements and discussions
between the parties being merged into this Agreement, and constitutes the entire
agreement between the parties with regard to this subject matter.

	6.14	Survival.  All of the obligations,
covenants, representations and warranties of Borrower and its subsidiaries and
affiliates shall survive the Initial Closing and any subsequent Closing.

ARTICLE VII

CONDITIONS TO SUBSEQUENT CLOSINGS

7.1	The obligation of Lender to complete any subsequent
Closing after the Initial Closing are subject to the satisfaction of each of the
following conditions:

		(i)	Receipt of certified resolutions of Borrower
and its subsidiaries and affiliates authorizing the Loan and the grant of the
security interest in the Collateral to Lender;

		(ii)	Execution of the Loan Documents by Borrower
and its subsidiaries and affiliates, including any Notes representing the
additional proceeds being disbursed in a subsequent Closing;

		(iii)	No Event of Default exists;

		(iv)	Confirmation from the applicable federal and
state filing offices of Lender's perfected security interest in the
Collateral;

		(v)	Receipt of evidence satisfactory to Lender and
its legal counsel, in their sole discretion, of Lender's first and best lien
position with respect to the Collateral with the exception of the Collateral set
forth in Item 4.7 of the Disclosure Schedule;



		(vi)	Receipt of  Borrower's certified resolutions authorizing the
issuance and reservation of shares of Common Stock upon the exercise of the
Warrants and the conversion rights set forth in the Notes in a form satisfactory
to Lender;

		(vii)	All representations and warranties set forth in the
Agreement or any Loan Document are true and correct as of the date of any
subsequent Closing;



		(viii)	Receipt of a No Default Certificate from
the Borrower and each subsidiary and affiliate of Borrower in a form acceptable
to Lender.

[Signature Page to Follow]


IN WITNESS WHEREOF, the parties hereto executed this Loan
Agreement as of the date first written above.

BORROWER:
POPMAIL.COM, INC., 

By:						

Its:___________________________


PMI:
POPMAIL NETWORK, INC.

By:						

Its:___________________________


LENDER:
GSI VENTURES, LLC,

By: SDK INVESTMENTS, INC., Manager
By:___________________________________
Stephen D. King
President

FAI:
FAN ASYLUM, INC.

By:						

Its:___________________________

SDKI:
SDK INVESTMENTS, INC., 

By:						

Stephen D. King
President

COL:
CAFE ODYSSEY, LLC

By:						

Its:___________________________




DISCLOSURE SCHEDULE

ITEM 3.1	SUBSIDIARIES AND AFFILIATES

ITEM 3.6	LITIGATION





ITEM 3.14 	NAMES OF BUSINESSES; ADDRESSES WHERE COLLATERAL LOCATED;
PRINCIPAL OFFICE ADDRESS OF BORROWER, SUBSIDIARIES AND AFFILIATES

ITEM 3.15	CONTINGENT LIABILITIES





ITEM 4.7	ENCUMBRANCES ON COLLATERAL



113679.5

SCHEDULE 3.1
Subsidiaries and Affiliates




Fan Asylum, Inc.
Popmail Network, Inc.
Café Odyssey, Inc.
Schedule 3.6
Litigation

The Company entered into a bridge loan transaction on or about October 6,
2000, in which it issued a promissory note in favor of Great Western Business
Services in the principal amount of $600,000.  The note was payable in 30 days
and was secured by certain computer equipment owned by the Company.
Additionally, the lender obtained a "contingent" security interest in
the Company's units of Cafe Odyssey, LLC, which vested upon an event of default
thereunder.  The Company has failed to repay the note and the lender has
recently given the Company notice of such default.  Additionally, the lender has
informed the Company that it intends to retrieve the collateral as soon as is
practicable.  The lender has not given any notice or otherwise communicated to
the Company its intentions with respect to its interest in the Cafe Odyssey
units.   Cafe Odyssey, LLC currently has no assets.

Schedule 3.14
Names of Businesses and Addresses





Fan Asylum, Inc.
1250 Folsom Street
San Francisco, CA  94103

Popmail Network, Inc.
1333 Corporate Drive, Suite 350
Irving, TX  75038

Café Odyssey, LLC






500 16th St. Suite 350
Denver, CO  80202



4. 	Cafe Odyssey	
	320 South Avenue
	Mall of America
	Bloomington, MN  55425


Schedule 3.15
Contingent Liabilities

The Kenwood Restaurant opened in December 1996 under the name
Hotel Discovery and was closed by the Company in August 1999. In November 1999,
the Company assigned the related lease (described below) in connection with the
pending sale of restaurant assets to a third party, who subsequently reopened
the restaurant under another name and continues to operate the same. The
property is approximately 17,000 square feet in size on three levels and is
located at the northeast corner of Sycamore Plaza at Kenwood Shopping Center in
Cincinnati, Ohio. Although the third party has paid all payments due under the
lease since November 1999, the Company remains primarily obligated under the
lease. 

The initial term of the lease is 15 years with an option for
two additional five-year periods. The lease provides for the payment of both a
monthly fixed minimum rent and a percentage rent based on gross sales in excess
of an escalating base amount. The monthly fixed minimum rent is $12,833 for the
first five years of the initial lease term, $14,117 for the sixth through tenth
years of the initial lease term, $15,400 for the eleventh through fifteenth
years of the initial lease term.

In addition to the fixed minimum rent, the lease provides for
the payment of a percentage rent equal to 4% of the gross sales from the
restaurant in excess of the following annual gross sales amounts; $3,850,000 for
the first five years of the initial lease term, $4,235,000 for the sixth through
tenth years of the initial lease term, $4,620,000 for the eleventh through
fifteenth years of the initial lease term. No percentage rent was paid in 1998
or 1999. In addition to the fixed minimum rent and percentage rent, the Company
is required to pay its proportionate share of common area maintenance costs;
taxes, insurance, maintenance and operating costs. 

Schedule 4.7
Encumbrances

See Schedule 3.6.



EX-10.57
29
exh1057.htm
EXHIBIT











Exhibit 10.57
AMENDMENT NO. 1 TO THE LOAN
AGREEMENT


	This Amendment No. 1 to that certain Loan Agreement by and among GSI
Ventures, LLC, an Ohio limited liability company ("Lender") PopMail.com,
inc., a Minnesota corporation (the "Borrower"), SDK Investments, Inc., an
Ohio corporation ("SDKI"), PopMail Network, Inc., a Texas corporation
("PNI"), Fan Asylum, Inc., a California corporation ("FAI"),
Café Odyssey, LLC, a Minnesota limited liability company ("COL")
dated December 1, 2000 is made among all parties to that Agreement as of
December 8, 2000.

	In consideration of the mutual covenants and agreements contained herein
and other good and valuable consideration, the receipt, sufficiency and adequacy
of which are hereby acknowledged, the parties hereby covenant and agree as
follows:



The parties do hereby agree to amend the Agreement as follows:



Recitals:  The recitals the Agreement are amended and
superceded in their entirety with the following:

	A.	Lender has agreed to loan Borrower up to the principal amount of
$400,000 and at Lender's option, in its sole and absolute discretion, an
additional principal amount of $3,600,000.

	B.	Borrower has agreed to borrow up to $400,000  from Lender and the
additional $3,600,000 from Lender, to the extent that Lender makes that amount
available to Borrower.  

	C.	SDKI has acted as a finder in connection with the loan to be made
by Lender to Borrower and, as a result, Borrower has agreed to pay SDKI a
finder's fee consisting of cash and warrants to purchase Borrower's common
stock.  

	D.	PNI, FAI and COL are wholly owned subsidiaries of Borrower and will
materially benefit from the loan Borrower will receive from Lender.

	E.	As a condition to Lender making a loan to Borrower, Lender requires
PNI, FAI and COL to execute this Agreement and be bound by certain terms of this
Agreement.

Event of Default:  A new Section 5.1(o) is added to the
Agreement and will read as follows:





the Borrower shall have materially breached its obligations to J.P. Carey
Securities, Inc. set forth in Section 2(a) of that certain Registration Rights
Agreement dated June 12, 2000 among PopMail.com, inc. and the Buyers set forth
in such agreement.




Capitalized Terms.  All capitalized terms not otherwise defined
herein shall have the same meaning as in the Agreement.


In Witness Whereof, the parties hereto have executed this Amendment No 1 to
the Loan Agreement as of the date first written above.
BORROWER:
POPMAIL.COM, INC., 

By:						

Its:___________________________

PMI:
POPMAIL NETWORK, INC.

By:						

Its:___________________________

LENDER:
GSI VENTURES, LLC,

By: SDK INVESTMENTS, INC., Manager
By:___________________________________
Stephen D. King
President

FAI:
FAN ASYLUM, INC.

By:						

Its:___________________________

SDKI:
SDK INVESTMENTS, INC., 

By:						

Stephen D. King
President

COL:
CAFE ODYSSEY, LLC

By:						

Its:___________________________


















EX-10.58
30
exh1058.htm
EXHIBIT













Exhibit 10.58



NEITHER THIS NOTE NOR THE SHARES OF COMMON STOCK ISSUABLE
UPON CONVERSION HEREUNDER HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION (TOGETHER, THE
"SECURITIES LAWS") AND MAY NOT BE OFFERED FOR SALE, SOLD OR
OTHERWISE  TRANSFERRED  OR  ENCUMBERED  IN  THE  ABSENCE  OF COMPLIANCE WITH
SUCH SECURITIES LAWS AND UNTIL THE COMPANY (AS DEFINED HEREIN) THEREOF SHALL
HAVE RECEIVED AN OPINION FROM COUNSEL REASONABLY ACCEPTABLE TO IT THAT THE
PROPOSED DISPOSITION WILL NOT VIOLATE ANY APPLICABLE SECURITIES LAWS.  

POPMAIL.COM, INC.

CONVERTIBLE PROMISSORY NOTE
WITH COGNOVIT PROVISION

	Irving, Texas
$70,000.00	February 8, 2001

	THIS CONVERTIBLE PROMISSORY NOTE (the
"Note") is one of a duly authorized issue of Convertible
Promissory Notes of PopMail.com., inc., a corporation duly organized and
existing under the laws of the State of Minnesota (the
"Company"), designated as its 12% Convertible Promissory Notes
Due January 5, 2002, in an aggregate principal amount not exceeding U.S.
$4,000,000 (the "Notes").

	FOR VALUE RECEIVED, the Company promises to pay to
GSI Ventures, LLC, an Ohio limited liability company
("Holder"), in lawful money of the United States of America,
the principal sum of  Seventy Thousand Dollars ($70,000.00), together with
interest in arrears on the unpaid principal balance at a rate equal to Twelve
Percent (12%) per annum, in the manner provided below.  Interest shall be
calculated on the basis of a 360-day year of twelve 30-day months and accrued on
a daily basis for the actual number of days elapsed from the date hereof on the
principal balance from time to time outstanding as hereinafter provided.

1.	Payments.

 	1.1	Principal and Interest. Accrued interest
under this Note shall be due and payable in quarterly installments on February
1, 2001, May 1, 2001, August 1, 2001 and November 1, 2001 and the entire
outstanding principal balance of the Note, together with all accrued but unpaid
interest thereon, shall be due and payable in full on January 5, 2002 (the
"Maturity Date"). Notwithstanding anything to the contrary
contained herein, upon Holder's consent, which shall be made in its sole and
absolute discretion, Company may pay any portion of the quarterly installments
of accrued interest payable hereunder with shares of Company's common stock, par
value $.01 per share (the "Common Stock").  The value of the
Common Stock used to pay any such quarterly installments of accrued interest
shall be determined by the closing sale price of the Common Stock as reported by
Nasdaq on the preceding trading day before the quarterly installment is
paid.

1.2	Manner of Payment.  Except as otherwise
provided herein, all payments of principal and interest on this Note shall be
made in immediately available funds.  If any payment of principal or interest on
this Note is due on a day which is not a Business Day, such payment shall be due
on the next succeeding Business Day, and such extension of time shall not be
taken into account in calculating the amount of interest payable under this
Note.  "Business Day" means any day other than a Saturday,
Sunday or legal holiday in the State of Ohio.

1.3	Prepayment.  The Company may, without premium
or penalty, at any time and from time to time, prepay all or any portion of the
outstanding principal balance due under this Note, provided that each such
prepayment is accompanied by the accrued interest on the amount of principal
prepaid calculated to the date of such prepayment.  The Company shall provide
Holder with not less than fifteen (15) days written notice prior to such
prepayment.  In the event a transaction described in Section 4.3 hereof is
contemplated prior to or contemporaneous with prepayment, said written notice
shall include the information specified in the notice made pursuant to Section
4.3 hereof.  
1.4	Default Interest.  Upon the occurrence of an
Event of Default (as defined below), this Note shall accrue interest at a
default rate of interest equal to the lesser of 18% per annum or the maximum
rate permitted under Ohio Law.

2.	Default.

	2.1	Event of Default.  The occurrence of any
one or more of the following events with respect to Company shall, upon 30 days'
written notice to the Company, constitute an event of default hereunder
("Event of Default") provided that, the events set forth in
Sections 2.1(a), 2.1(b), 2.1(c) and 2.1(d) shall constitute an Event of Default
immediately upon their occurrence and Lender shall not be required to provide
the 30 days written notice for any such event:

(a)	If Company shall fail to pay when due any payment of
principal or interest or other amount due on this Note.

(b)	If, pursuant to or within the meaning of the United
States Bankruptcy Code or any other federal or state law relating to insolvency
or relief of debtors (a "Bankruptcy Law"), the Company shall
(i) commence a voluntary case or proceeding; (ii) consent to the entry of an
order for relief against it in an involuntary case; (iii) consent to the
appointment of a trustee, receiver, assignee, liquidator or similar official;
(iv) make an assignment for the benefit of its creditors; or (v) admit in
writing its inability to pay its debts as they become due.







If a court of competent jurisdiction enters an order or
decree under any Bankruptcy Law that (i) is for relief against the Company in an
involuntary case, (ii) appoints a trustee, receiver, assignee, liquidator or
similar official for the Company or substantially all of the Company=s
properties, or (iii) orders the liquidation of the Company, and in each case the
order or decree is not dismissed within  30 days.





	(d)  	If an event of default occurs as defined in that
certain Loan Agreement executed on or about December 1, 2000 by and between the
Company, Holder, the Company's subsidiaries and SDK Investments, Inc., and as
amended on December 8, 2000 (the "Loan Agreement") or an event
of default occurs as defined in any of the Loan Documents, regardless of whether
or not such event of default is caused by Company or any of its subsidiaries or
affiliates who are a party to the Loan Agreement or the Loan Documents.

	(e) 	A breach of any obligation or covenant of Company
set forth in this Note.







Any representation or warranty made in writing to
Holder by Company made in this Note or in connection with the making of the Loan
shall prove at any time to have been incorrect or materially misleading when
made.








Notice by the Company. The Company shall notify
Holder in writing within five days after the occurrence of any Event of Default
of which the Company acquires knowledge.

Remedies.  Upon the occurrence of any Event
of Default hereunder as above provided, and at any time thereafter, all
principal, interest and other amounts payable under this Note shall, at the
option of Holder, become immediately due and payable without presentment,
demand, protest or other notice of any kind, all of which are expressly waived
by Company.  Holder may proceed with every remedy available at law or in equity
or provided for in the Loan Documents or in any other document executed in
connection with the Loan, in such order or sequence as Holder may determine in
its sole discretion, including concurrently, independently, or successively, and
all expenses incurred by Holder in connection with any remedy shall be deemed
indebtedness of Company to Holder including, but not limited to, reasonable
attorneys' fees incurred by Holder.



3.	Conversion.




Holder Conversion.  









The Holder shall have the right, at the Holder's option,
at any time prior to payment in full of the principal balance of this Note, to
convert this Note, in accordance with the provisions of Section 3.2 hereof, in
whole or in part, into fully paid and nonassessable shares of Common Stock (the
"Common Stock") of the Company.  The number of shares of Common
Stock into which this Note may be converted ("Conversion
Shares") shall be determined by dividing: [A] the sum of (i) the
outstanding principal amount of the Note to be converted, (ii) all accrued
interest thereon to the date of conversion, and (iii) all other indebtedness
Company owes Holder under this Note, by [B] the amount equal to 140% of the
"Market Price" of the Common Stock (the "Conversion
Price"). 





 		(b) 	Notwithstanding Section 3.1(a), in the event
that Company has paid any amount it owes to Holder pursuant to this Note
("Partial Payment"), then from the date of the Partial Payment
for a period of 90 days, Holder shall have the right to purchase at a strike
price equal to the Conversion Price (the "Purchase Price") a
certain number of shares of the Common Stock (the "Purchase
Right").  The number of shares of Common Stock that Holder may purchase
shall be determined by dividing the Partial Payment by the Conversion Price.
For purposes of this Note, any shares of Common Stock that Holder purchases
pursuant to its Purchase Right shall be considered Conversion Shares.  The
Purchase Right may be exercised by Holder, in whole or in part, by written
notice to the Company, together with payment by Holder to the Company of the
Purchase Price in immediately available funds.

3.2	Conversion Procedure.

(a)	Notice of Conversion and Purchase Right
Pursuant to Section 3.1.  Before the Holder shall be entitled to convert
this Note into shares of Common Stock, it shall surrender this Note at the
office of the Company and shall give written notice  in the form attached hereto
as Exhibit A (the "Holder Conversion Notice") to the
Company at its principal corporate office, of the election to convert all or a
portion of this Note pursuant to Section 3.1(a).  If this Note is converted in
part only, the Company shall execute and deliver a new note to the Holder
thereof in the principal amount equal to the portion of this Note not so
converted.  Before the Holder may exercise its Purchase Right, it shall give
written notice to the Company at its principal corporate office, of its exercise
of its Purchase Right pursuant to Section 3.1(b) prior to the expiration of the
90-day period the Purchase Right is available.







Mechanics and Effect of Conversion.  No
fractional shares of Common Stock shall be issued upon conversion of this Note
or exercise of the Purchase Right.  Upon the conversion of this Note pursuant to
Section 3.1(a) above, the Holder shall surrender this Note, duly endorsed, at
the principal office of the Company.  At its expense, the Company shall, as soon
as practicable after receiving the Holder Conversion Notice or notice of
Holder's exercise of its Purchase Right, issue and deliver to such Holder at
such principal office a certificate or certificates for the number of shares of
Common Stock to which the Holder shall be entitled upon such conversion or
purchase (bearing such legends as are required by the Loan Agreement or
applicable state and federal securities laws in the opinion of counsel to the
Company), together with a new note for the principal amount of the Note that was
not converted, if any.  Upon conversion of all or a portion of this Note, the
Company shall be forever released from all its obligations and liabilities under
this Note, to the extent of the principal amount so converted.





3.3	Limitations on Conversion.  Unless the Company
shall have obtained the approval of its voting shareholders to such issuance in
accordance with the rules of Nasdaq or any other stock market rules with which
the Company shall be required to comply, but only to the extent required
thereby, the Company shall not issue shares of its Common Stock (i) upon
conversion of any of the principal sum outstanding hereunder, or (ii) as
interest on the principal sum due hereunder, if such issuance of Common Stock,
when added to the number of shares of Common Stock previously issued by the
Company (x) upon conversion of the principal sum due under the Notes and (y) in
payment of interest due under the Notes, would equal or exceed 20 percent of the
number of shares of the Company's Common Stock that were issued and outstanding
on the date hereof (the "Maximum Issuance Amount").  In the
event that a properly executed Holder Conversion Notice is received by the
Company which would require the Company to issue shares of Common Stock equal to
or in excess of the Maximum Issuance Amount, the Company shall honor such
conversion request by (a) converting the amount of the principal and interest
stated in such conversion notice that is not in excess of the Maximum Issuance
Amount and (b) paying the remaining principal and interest due requested by
Holder to be converted; provided that, Company shall first use its best efforts
to obtain as soon as practicable after obtaining a Holder Conversion Notice the
approval of its voting shareholders to issue Conversion Shares in excess of the
Maximum Issuance Amount.




Limitations on Issuance of Common Stock.
Notwithstanding anything herein to the contrary, in no event shall the Holder be
permitted to receive Conversion Shares upon exercising its conversion rights or
Common Stock as payment for accrued interest on this Note (collectively referred
to as "Conversion Rights") to the extent that (x) the number of shares
of Common Stock beneficially owned by the Holder (other than shares of Common
Stock issuable upon exercise of Holder's Conversion Rights) plus (y) the number
of shares of Common Stock issuable upon exercise of the Holder's Conversion
Rights, would be equal to or exceed 4.9% of the number of shares of Common Stock
then issued and outstanding, including shares issuable upon exercise of the
Holder's Conversion Rights after application of this Section 3.4.  As used
herein, beneficial ownership shall be determined in accordance with Section
13(d) of the Securities Exchange Act of 1934 (the "Exchange Act").  To
the extent that the limitation contained in this Section 3.4 applies, the
determination of whether Holder may exercise its Conversion Rights (in relation
to other securities owned by the Holder) and of which a portion of the
Conversion Rights are exercisable shall be in the sole discretion of the Holder,
and the submission of a Holder Conversion Notice (or written notice in the case
of payment of accrued interest in shares of Common Stock) shall be deemed to be
the Holder's determination of whether the Conversion Rights are exercisable (in
relation to other securities owned by the Holder) and of which portion of the
Conversion Rights are exercisable, in each case subject to such aggregate
percentage limitation, and the Company shall have no obligation to verify or
confirm the accuracy of such determination.  Nothing contained herein shall be
deemed to restrict the right of the Holder to exercise its Conversion Rights at
such time as such exercise will not violate the provisions of this Section 3.4.
The provisions of this Section 3.4 may be waived by the Holder upon, at the
election of the Holder, 61 days' prior notice to the Company, and the provisions
of this Section 3.4 shall continue to apply until such 61st day (or
such later date as may be specified in such notice of waiver).  No exercise of
the Conversion Rights in violation of this Section 3.4 but otherwise in
accordance with this Note shall affect the status of the Common Stock issued
upon such exercise as validly issued, fully-paid and
nonassessable.



4.	Anti-Dilution Adjustments.

4.1	Adjustments for Stock Splits and Subdivisions.
In the event the Company should at any time or from time to time after the date
of issuance hereof fix a record date for the effectuation of a split or
subdivision of the outstanding shares of Common Stock or the determination of
holders of Common Stock entitled to receive a dividend or other distribution
payable in additional shares of Common Stock or other securities or rights
convertible into, or entitling the holder thereof to receive directly or
indirectly, additional shares of Common Stock (hereinafter referred to as
"Common Stock Equivalents") without payment of any consideration by
such holder for the additional shares of Common Stock or the Common Stock
Equivalents (including the additional shares of Common Stock issuable upon
conversion or exercise thereof), then, as of such record date (or the date of
such dividend distribution, split or subdivision if no record date is fixed),
the Conversion Price of this Note shall be appropriately decreased so that the
number of shares of Common Stock issuable upon conversion of this Note shall be
increased in proportion to such increase of outstanding shares.

4.2	Adjustments for Reverse Stock Splits. 
If the number of shares of Common Stock outstanding at any time after the date
hereof is decreased by a combination of the outstanding shares of Common Stock
through a reverse stock split, then, following the record date of such
combination, the Conversion Price for this Note shall be appropriately increased
so that the number of shares of Common Stock issuable on conversion of this Note
shall be decreased in proportion to such decrease in outstanding shares.

4.3	Adjust for Reorganization, Reclassification, Merger
and Sale.  If any capital reorganization or reclassification of the capital
stock of the Company, or consolidation or merger of the Company with another
corporation, or the sale of all or substantially all of its assets to another
corporation shall be effected in such a way that holders of the Company's Common
Stock shall be entitled to receive stock, securities or assets with respect to
or in exchange for such common shares, then, as a condition of such
reorganization, reclassification, consolidation, merger or sale, the Holder
shall have the right to convert and receive upon the basis and upon the terms
and conditions specified in this Note and in lieu of the shares of the Common
Stock of the Company immediately theretofore convertible and receivable upon the
exercise of the rights represented hereby, such shares of stock, other
securities or assets as would have been issued or delivered to the Holder as if
it had exercised this Note and had received such shares of common stock prior to
such reorganization, reclassification, consolidation, merger or sale.  The
Company shall not effect any such consolidation, merger or sale, unless prior to
the consummation thereof the successor corporation (if other than the Company)
resulting from such consolidation or merger or the corporation purchasing such
assets shall assume by written instrument executed and mailed to the registered
Holder of this Note at the last address of such Holder appearing on the books of
the Company, the obligation to deliver to such Holder such shares of stock,
securities or assets as, in accordance with the foregoing provisions, such
Holder may be entitled to convert.

4.4	Other Adjustment.  If the Company takes
any other action, or if any other event occurs which does not come within the
scope of the provisions of Sections 4.1 through 4.3, but which should result in
an adjustment in the Conversion Price and/or the number of shares subject to
this Note in order to fairly protect the purchase rights of the Holder, an
appropriate adjustment in such purchase rights shall be made by the Company.

4.5	Reservation of Stock Issuable Upon Conversion.
The Company shall at all times reserve and keep available out of its authorized
but unissued shares of Common Stock solely for the purpose of effecting the
issuance of the Conversion Shares such number of its shares of Common Stock as
shall from time to time be sufficient to issue the Conversion Shares; and if at
any time the number of authorized but unissued shares of Common Stock shall not
be sufficient to effect the issuance of the Conversion Shares,  in addition to
such other remedies as shall be available to the holder of this Note, the
Company will use its best efforts to take such corporate action as may, in the
opinion of Holder's counsel, be necessary to increase its authorized but
unissued shares to such number of shares as shall be sufficient for such
purposes.

5.	Miscellaneous.

5.1	Waiver.  The rights and remedies of Holder
under this Note shall be cumulative and not alternative.  No waiver by Holder of
any right or remedy under this Note shall be effective unless in a writing
signed by Holder.  Neither the failure nor any delay in exercising any right,
power or privilege under this Note will operate as a waiver of such right, power
or privilege and no single or partial exercise of any such right, power or
privilege by Holder will preclude any other or further exercise of such right,
power or privilege or the exercise of any other right, power or privilege.  To
the maximum extent permitted by nonwaivable applicable law, (a) no claim or
right of Holder arising out of this Note can be discharged by Holder, in whole
or in part by a waiver or renunciation of the claim or right unless in a
writing, signed by Holder; (b) no waiver that may be given by Holder will be
applicable except in the specific instance for which it is given; and (c) no
notice to or demand on the Company will be deemed to be a waiver of any
obligation of the Company or of the right of Holder to take further action
without notice or demand as provided in this Note.  The Company hereby waives
presentment, demand, protest and notice of dishonor and protest.

5.2	Notices.  The Company shall give any notice
required or permitted to be given hereunder to the Holder or the Holder to the
Company in accordance with the Loan Agreement. 

5.3	Severability.  If any court of competent
jurisdiction holds any provision in this Note invalid or unenforceable, the
other provisions of this Note will remain in full force and effect. Any
provision of this Note held invalid or unenforceable only in part or degree will
remain in full force and effect to the extent not held invalid or
unenforceable.

5.4	Governing Law.  This Note will be governed by
the laws of the State of Ohio without regard to conflicts of laws
principles.

5.5	Parties in Interest; Assignment.  This Note
shall bind the Company and its successors and assigns.  Subject to the
provisions of the legend on this Note, the Holder may assign this Note upon
providing Company notice of such assignment.




Section Headings, Construction.  The headings of
Sections in this Note are provided for convenience only and will not affect its
construction or interpretation.  All references to "Section" or
"Sections" refer to the corresponding Section or Sections of this Note
unless otherwise specified.



5.7  	Capitalized Terms.  All capitalized terms
used in this Note and not defined herein shall have the same meaning as in the
Loan Agreement.  
	5.8	Gender.  All words used in this Note will
be construed to be of such gender or number, as the circumstances require.
Unless otherwise expressly provided, the words "hereof" and
"hereunder" and similar references refer to this Note in its entirety
and not to any specific section or subsection hereof.

	5.9 	 JURY WAIVER.  THE UNDERSIGNED AND HOLDER
(BY ITS ACCEPTANCE HEREOF) HEREBY VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND
UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY
DISPUTE (WHETHER BASED UPON CONTRACT TORT OR OTHERWISE) BETWEEN OR AMONG THE
UNDERSIGNED AND HOLDER ARISING OUT OF OR IN ANY WAY RELATED TO THIS DOCUMENT,
ANY OTHER RELATED DOCUMENT, OR ANY RELATIONSHIP BETWEEN HOLDER AND THE
UNDERSIGNED.  THIS PROVISION IS A MATERIAL INDUCEMENT TO HOLDER TO PROVIDE THE
FINANCING DESCRIBED HEREIN OR IN THE OTHER LOAN DOCUMENTS.

5.10	Jurisdiction.  Company, by its execution
hereof (i) hereby irrevocably submits to the exclusive jurisdiction of the State
of Ohio and to the exclusive jurisdiction of the United States District Court
for the Southern District of Ohio for the purpose of any suit, action or other
proceeding arising out of or based upon this Note, the Loan Agreement or any
Loan Document or the subject matter hereof or thereof brought by Holder or its
successors or assigns, and (ii) agrees not to assert, by way of motion, as a
defense or otherwise, in any such proceeding, any claim that Company is not
subject personally to the jurisdiction of the above-named courts, that Company's
property is exempt or immune from attachment or execution, that any such
proceeding brought in one of the above-named courts is brought in an
inconvenient forum, that the venue of any such proceeding brought in one of the
above-named courts in improper, or that this Note, the Loan Agreement or any
Loan Document, or the subject matter hereof or thereof, may not be enforced in
or by such court.

CONFESSION OF JUDGMENT.  UPON AN EVENT OF DEFAULT,
COMPANY HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY-AT-LAW TO APPEAR
IN ANY COURT OF RECORD AND TO CONFESS JUDGMENT AGAINST COMPANY FOR THE UNPAID
AMOUNT OF THIS NOTE, PLUS ATTORNEYS' FEES AS PROVIDED IN THIS NOTE, PLUS COSTS
OF SUIT, AND TO RELEASE ALL ERRORS, AND WAIVE ALL RIGHTS OF APPEAL.   IF A COPY
OF THE NOTE, VERIFIED BY AN AFFIDAVIT, SHALL HAVE BEEN FILED IN THE PROCEEDING,
IT WILL NOT BE NECESSARY TO FILE THE ORIGINAL AS A WARRANT OF ATTORNEY.  COMPANY
WAIVES THE RIGHT TO ANY STAY OF EXECUTION AND THE BENEFIT OF ALL EXEMPTION LAWS
NOW OR HEREAFTER IN EFFECT. NO SINGLE EXERCISE OF THE FOREGOING WARRANT AND
POWER TO CONFESS JUDGMENT WILL BE DEEMED TO EXHAUST THE POWER, WHETHER OR NOT
ANY SUCH EXERCISE SHALL BE HELD BY ANY COURT TO BE INVALID, VOIDABLE, OR VOID;
BUT THE POWER WILL CONTINUE UNDIMINISHED AND MAY BE EXERCISED FROM TIME TO TIME
AS HOLDER MAY ELECT UNTIL ALL AMOUNTS OWING ON THIS NOTE HAVE BEEN PAID IN
FULL.

WARNING - BY SIGNING THIS PAPER YOU GIVE UP YOUR
RIGHT TO NOTICE AND COURT TRIAL.  IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY
BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN
BE USED TO COLLECT FROM REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE
CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY
WITH THE AGREEMENT, OR ANY OTHER CAUSE.


IN WITNESS WHEREOF, the Company has executed and
delivered this Note as of the date first stated above.

POPMAIL.COM, INC.


By:______________________________
Title:   Chief Executive Officer  


Acknowledged and agreed to this 
____ day of February, 2001.

GSI Ventures, LLC

By:					

     Its:					


Execution Version
	EXHIBIT A



NOTICE OF CONVERSION
AT THE ELECTION OF THE HOLDER

(To Be Signed Only Upon Conversion of Note)


TO POPMAIL.COM, INC.

The undersigned, the holder of the foregoing Note, hereby
surrenders such Note for conversion into shares of Common Stock of POPMAIL.COM,
INC., to the extent of $_____ of the unpaid principal amount of such Note, and
requests that the certificates for such shares be issued  in  the  name  of,
and  delivered  to,  ______________  whose  address  is
________________________________.  


Dated: __________________________________



_________________________________














 (Signature must conform in all respects to 













name of holder as specified on the face of 
the Note)



_________________________________
(Address)



















EX-10.59
31
exh1059.htm
EXHIBIT











Exhibit 10.59


Schedule of Convertible Promissory Notes
Issued in Connection with Convertible Secured Debt
Financing



Date of	Name of				Date of
Note	Holder		Amount		Repayment


12/01/00	GSI Ventures, LLC	400,000		January 5, 2002

12/08/00	GSI Ventures, LLC	100,000		January 5, 2002

12/13/00	GSI Ventures, LLC	100,000		January 5, 2002

12/15/00	GSI Ventures, LLC	100,000		January 5, 2002

02/08/01	GSI Ventures, LLC	  70,000		January 5, 2002




















EX-10.60
32
exh1060.htm
EXHIBIT












Exhibit 10.60

LOAN AGREEMENT

	THIS LOAN AGREEMENT ("Agreement")
is made by and among THE SHAAR FUND LTD. ("Lender"),
POPMAIL.COM, INC., a Minnesota corporation (the
"Borrower"), SDK INVESTMENTS, INC., an Ohio corporation
("SDKI"), POPMAIL NETWORKS, INC., a Texas corporation
("PNI"), FAN ASYLUM, INC., a California corporation ("FAI")
and CAFÉ ODYSSEY, LLC, a Minnesota limited liability company
("COL") this 21st day of December, 2000.
RECITALS

	A.	Lender has agreed to loan Borrower up to the
principal amount of $200,000.

	B.	Borrower has agreed to borrow up to $200,000  from
Lender.  

	C.	SDKI has acted as a finder in connection with the
loan to be made by Lender to Borrower and, as a result, Borrower has agreed to
pay SDKI a finder's fee consisting of cash and a warrant to purchase Borrower's
common stock.  

	D.	PNI, FAI and COL are wholly owned subsidiaries of
Borrower and will materially benefit from the loan Borrower will receive from
Lender.

	E.	As a condition to Lender making a loan to Borrower,
Lender requires PNI, FAI and COL to execute this Agreement and be bound by
certain terms of this Agreement.

	IN CONSIDERATION of the premises, the mutual
covenants and agreements contained herein and other good and valuable
consideration, the receipt, sufficiency and adequacy of which are hereby
acknowledged, Lender, Borrower PNI, FAI, COL, and SDKI hereby covenant and agree
as follows:  
ARTICLE I
THE LOAN




Agreement to Borrow and Lend.  Subject
to all of the terms, provisions, conditions, covenants and agreements contained
in this Agreement, Lender agrees to make a loan to Borrower (the
"Loan") in the principal amount of Two Hundred Thousand Dollars
($200,000) (the "Loan Proceeds"), which shall be used in
accordance with the terms set forth herein.  

Closing.  The Loan Proceeds shall be distributed
at one closing which shall occur on December 21, 2000, or on such other date as
the parties shall agree (the "Closing").   

Convertible Promissory Note.  The Loan will be
evidenced by a convertible promissory note (the "Note") in the
form attached hereto as Exhibit A that will be executed by Borrower and
delivered to Lender.  

Interest.  The outstanding principal balance of
the Note shall bear interest at a rate of Twelve Percent (12%) per annum as set
forth in the Note. 

Payment Terms.  Accrued interest under the
Note shall be due and payable in quarterly installments on February 1, 2001, May
1, 2001, August 1, 2001 and November 1, 2001 and the entire outstanding
principal balance of the Loan, together with all accrued but unpaid interest
thereon, shall be due and payable in full on January 5, 2002 (the
"Maturity Date"). Notwithstanding anything to the contrary
contained herein, upon Lender's consent, which shall be made in its sole and
absolute discretion, Borrower may pay any portion of the quarterly installments
of accrued interest of the Loan with shares of Borrower's common stock, par
value $.01 per share (the "Common Stock").  The value of the
Common Stock used to pay any quarterly installments of accrued interest shall be
determined by the closing sale price of the Common Stock as reported by Nasdaq
on the preceding trading day before the quarterly installment is paid.

Conversion Right.  The Lender shall have the right
to convert all or any portion of the debt evidenced by the Note into Borrower's
Common Stock in accordance with the terms of the Note.


ARTICLE II

WARRANTS TO PURCHASE COMMON STOCK

	2.1.	Warrant to Purchase Common Stock to
Lender.  The Borrower hereby agrees to issue to Lender as a part of
the consideration for Lender making the Loan to Borrower, a warrant to purchase
the number of shares of Common Stock equal to fifty percent (50%) of the
aggregate face value of the Note and in the form attached hereto as Exhibit
B (the "Lender Warrant"). 




Warrant to Purchase Common Stock to SDKI.
As partial consideration for introducing the Borrower to the Lender, the
Borrower hereby agrees to issue to SDKI a warrant to purchase the number of
shares of Common Stock equal to ten percent (10%) of the aggregate face value of
each Note and in the form attached hereto as Exhibit C ("SDKI
Warrant" and together with the Lender Warrant, the
"Warrants").  

Share Calculation For Warrants; Strike Price;
Issuance.  For purposes only of determining the number of shares which shall
be granted upon exercise of the Warrants, the Common Stock shall be deemed to
have a value of $1.00 per share.  The strike price for each Lender Warrant shall
be 120% of the Market Price (as that term is defined in the Note), and the
strike price for each SDKI Warrant shall be the Market Price.  The Borrower
shall issue the Warrant at the Closing.  The Warrants shall be exercisable for a
period of at least five years.


ARTICLE III
BORROWER'S REPRESENTATIONS AND WARRANTIES

	The Borrower hereby represents and warrants to
Lender that the following are true and correct as of the date hereof and shall
be true and correct as of the date of the Closing and shall remain true and
correct during the term of all of the Loan Documents (as defined below):  

3.1	Borrower and each of its subsidiaries and affiliates
(a) is a duly organized and validly existing corporation in good standing under
the laws of the jurisdiction of its formation, (b) has the power and authority
and the legal right to own its property and assets and to transact the business
in which it is engaged and (c) is duly qualified as a foreign corporation  or
otherwise licensed and authorized to transact business and in good standing in
each jurisdiction where the ownership, leasing or operation of property or the
conduct of its business requires such qualification and where the failure to be
so qualified, licensed or authorized would have a material adverse effect on the
condition (financial or otherwise), prospects, assets or properties of Borrower,
any subsidiary or affiliate. All subsidiaries and affiliates of the Borrower are
listed on Item 3.1 of the Disclosure Schedule.  The term
"affiliate" shall have the meaning ascribed thereto under Rule 12b-2
promulgated under the Exchange Act of 1934, as amended.




3.2  The execution, delivery and performance of this Agreement, the Note and
the Warrants and any and all other security agreements, pledge agreements,
financing statements, certificates or instruments contemplated herein
(collectively "Loan Documents") executed and delivered by the
Borrower or its affiliates have been authorized by all necessary corporate
actions and do not and will not contravene any legal or contractual restriction
binding on the Borrower or any of its property or its assets.

3.3  The Borrower and each of its subsidiaries and affiliates has the power
to take all actions contemplated hereby (including but not limited to the
issuance of the Warrants and Note, the right of first refusal granted to Lender
to participate in any security issuances and the granting of the security
interests in the Collateral (as defined below)) to execute, deliver and carry
out the terms and provisions of each Loan Document to which it is a party and
has taken all necessary actions to authorize the execution, delivery and
performance by it of each Loan Document to which it is a party and all acts
contemplated hereby. The Loan Documents when executed and delivered by the
Borrower and its subsidiaries and affiliates will constitute the legal, valid
and binding obligation of the Borrower and its subsidiaries and affiliates (as
the case may be) and is, or will be upon execution, enforceable against the
Borrower and its subsidiaries and affiliates (as the case may be) in accordance
with their respective terms, except to the extent that enforcement may be
limited by applicable bankruptcy, insolvency, reorganization or other similar
laws affecting creditors' rights generally.  

3.4  The execution, delivery or performance by the Borrower and its
subsidiaries and affiliates of each Loan Document, and compliance by the
Borrower and its subsidiaries and affiliates with the terms and provisions
hereof and thereof, (a) do not contravene any provision of any law, statute,
rule or regulation or any order, writ, injunction or decree of any court or
governmental instrumentality applicable to the Borrower, any subsidiary or
affiliate, (b) do not conflict with or result in any breach of any of the terms,
covenants, conditions or provisions of, or constitute a default under, or result
in the creation or imposition of (or the obligation to create or impose) any
lien (other than as contemplated by the Loan Documents) upon any of the property
or assets of the Borrower, any subsidiary or affiliate pursuant to the terms of
any material indenture, mortgage, deed of trust, credit agreement, loan
agreement or other agreement, contract or instrument to which the Borrower, any
subsidiary or affiliate is a party or by which the Borrower, any subsidiary or
affiliate or any of their respective properties or assets is bound or to which
the Borrower, any subsidiary or affiliate may be subject and (c) do no violate
any provision of the Certificate of Incorporation, Articles of Organization,
operating agreement, bylaws or regulations of the Borrower, any subsidiary and
affiliate. 

3.5  The authorization, issuance, sale and delivery of the shares of Common
Stock issuable upon conversion of the Note and upon exercise of the Warrants has
been duly authorized by all requisite corporate action on the part of the
Borrower.  The shares of the Common Stock issuable upon conversion of the Note
and upon exercise of the Warrants upon their issuance in accordance with the
Note and the Warrants, respectively, will be validly issued, fully paid and
nonassessable.  Any shares of Common Stock issued in accordance with the terms
of the Note for payment of quarterly installments of acquired interest will be
validly issued, fully paid and nonassessable.

3.6  Except as disclosed in Schedule 3.6, there are no actions, suits or
proceedings pending or, to the  knowledge of the Borrower, threatened against
Borrower, any subsidiary  or affiliate  (a) with respect to the Loan Documents,
any of the Collateral (as defined below) or the transactions contemplated hereby
or (b) that are, either individually or in the aggregate, reasonably likely to
have a material adverse effect on the condition (financial or otherwise),
prospects, assets or properties of Borrower, any subsidiary or affiliate.

3.7  All balance sheets, income statements, financial statements, operating
statements and other financial data pertaining to Borrower or its subsidiaries
or affiliates (the "Financial Information") that have been
delivered (or will be delivered) to Lender by or on behalf of Borrower are or
will be accurate and complete in all material respects, are or will be in
accordance with the books and records of Borrower and its subsidiaries and
affiliates, and accurately present or will present the financial condition,
results of operations and changes in financial position of the person or entity
to which they pertain as of their respective dates and there has been no
material change with respect thereto.  All Financial Information delivered to
Lender is and shall be prepared in accordance with the generally accepted
accounting principles, consistently applied.

3.8  None of the Borrower's reports and documents heretofore filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended, and the Securities Exchange Act of 1934, as amended, contained at the
time they were filed  any untrue statement of a material fact or omitted to
state any material fact required to be stated therein or necessary to make the
statements made therein, in light of the circumstances under which they were
made, not misleading.



3.9  The Borrower and its subsidiaries and affiliates own and
possess adequate and enforceable rights to use all patents, patent applications,
trademarks, trademark applications, trade names, service marks, logos,
copyrights, copyright applications, licenses, inventions, software, programs,
know-how (including trade secrets and other unpatented and/or unpatentable
proprietary or confidential information, systems or procedures) and other
similar rights and proprietary knowledge (collectively,
"Intangibles") necessary for the conduct of their respective
businesses.  Borrower and its subsidiaries and affiliates have the unrestricted
right to use all of the Intangibles.  Borrower and its subsidiaries and
affiliates are not infringing upon or in conflict with any right of any other
person or entity with respect to any Intangibles and the Borrower and its
subsidiaries and affiliates are not subject to any outstanding order, decree,
judgment or stipulation with respect to the Intangibles.  No proceedings have
been instituted or are pending or, to Borrower's knowledge, threatened which
challenge the validity or rights of Borrower or its subsidiaries and affiliates
to any of the Intangibles, and Borrower has no knowledge of any infringement by
others of any of the Intangibles.  All of the Intangibles are valid, enforceable
and free and clear of any attachments or liens and all claims, restrictions and
demands of any other person, firm or corporation, including attorneys' fees for
past services, expenses and government fees.  None of the past or present
employees, officers, directors, or shareholders of Borrower, any subsidiary or
affiliate has any rights in any Intangibles.  Borrower and its subsidiaries and
affiliates have not granted any outstanding license or other rights to any of
the Intangibles, except those licenses granted in the ordinary course of
business, and are not liable, and have not made any contract or arrangement
whereby they may become liable, to any person for any royalty or other
compensation for the use of any Intangibles.  The trade secrets and processes
and procedures of Borrower and its subsidiaries and affiliates which are
necessary to the operation of Borrower and its subsidiaries and affiliates have
been reduced to writing, to the extent practical, and will remain available for
use by Borrower and its subsidiaries and affiliates after the date of the
Closing. 

3.10	All factual information heretofore or
contemporaneously furnished by the Borrower, any subsidiary or affiliate to
Lender (including, without limitation, all information contained in this
Agreement) for purposes of this Agreement or any transaction contemplated hereby
or thereby is, and all other such factual information hereafter furnished by the
Borrower, any subsidiary or affiliate to Lender for purposes of this Agreement
or any transaction contemplated herein will be, true and accurate in all
material respects on the date as of which such information is given and the
Borrower in good faith believes such information is not incomplete by omitting
to state any fact necessary to make such information not misleading at such time
in light of the circumstances under which such information was provided.



	3.11  The Borrower, each subsidiary and affiliate has filed all tax
returns required to be filed by it and has paid all income and franchise taxes
payable by it which have become due pursuant to such tax returns and all other
taxes and assessments payable by it which have become due, other than those not
yet delinquent and except for those contested in good faith and by appropriate
proceedings. The amounts shown on those tax returns fairly present the tax
position of the Borrower and such subsidiaries and the Borrower does not expect
any material adjustments or any amounts shown on such tax returns. Each of the
Borrower and each subsidiary or affiliate has paid, or has provided adequate
reserves (in the good faith judgment of the management of the Borrower) for the
payment of, all foreign, federal and state income and franchise taxes applicable
for all prior fiscal years of the Borrower and for the current fiscal year to
the date hereof. As of the date hereof, no tax lien has been filed, and, to the
knowledge of the Borrower, no claim is being asserted, with respect to any tax,
fee or other charge.

	3.12  All employee benefit plans, as defined in Section 3(3) of ERISA
(defined below) and which are maintained for employees by the Borrower, a
subsidiary or an ERISA Affiliate (defined below) ("Plan"), comply with
all relevant provisions of the Internal Revenue Code of 1986 (the
"Code") and ERISA; no Plan is insolvent or in reorganization; no Plan
has an accumulated or waived funding deficiency or has applied for an extension
of any amortization period within the meaning of Section 412 of the Code;
neither the Borrower nor any subsidiary nor any ERISA Affiliate has incurred any
liability to or on account of a Plan which is a single-employer plan as defined
in Section 4001 (a) (15) of ERISA pursuant to Section 4062, 4063, 4064 or a
multi employer plan pursuant to Sections 515, 4201 or 4204, of ERISA; no
proceedings have been instituted to terminate any plan; and no condition exists
which constitutes a prohibited transaction (as defined in Section 406 of ERISA
or Section 4975 of the Code) or a reportable event (as defined in Section 4043
of ERISA), or which is reasonably expected will result in the Borrower, any
subsidiary or an ERISA Affiliate of incurring a liability to or on account of a
Plan pursuant to any of the foregoing Sections of ERISA or the Code.  As of the
date of this Agreement, the aggregate present value of all accrued benefit
liabilities (as defined in Section 4001(a)(6) of ERISA) of all Plans which were
single-employer plans did not exceed the aggregate current value of all assets
of such Plans based upon estimated actuarial data that has been provided to the
Borrower by the consulting actuaries of the Plans, and as of the date of this
Agreement, there was no withdrawal liability (and would be no withdrawal
liability assuming a complete withdrawal from all such Plans) to any Plan which
is a multi employer plan.



	"ERISA" means the Employee Retirement Income
Security Act of 1974, as amended, and any successor statute of similar import,
together with regulations thereunder, in each case as in effect from time to
time. References to sections of ERISA also refer to any successor sections.

	"ERISA Affiliate" means any person (as defined
in Section 3 (9) of ERISA) (including each trade or business (whether or not
incorporated)) which together with the Company or any Subsidiary would be deemed
to be a "single employer" or a member of the same "controlled
group" of "contributing sponsors" within the meaning of Section
4001 of ERISA

	3.13  The Borrower and its subsidiaries and affiliates
are in compliance with all applicable statutes, regulations and orders of, and
all applicable restrictions imposed by, all governmental bodies, domestic or
foreign, in respect of the conduct of their businesses and the ownership of
their properties, except such noncompliance as would not, in the aggregate,
reasonably be expected to have a material adverse effect on the condition
(financial or otherwise), prospects,  assets or properties of Borrower or any
subsidiary or affiliate.

3.14  The Borrower and its subsidiaries and affiliates have
never conducted business under any names other than those set forth in Item
3.14 of the Disclosure Schedule. The addresses of all offices where any of
the Collateral is located is listed in Item 3.14 of the Disclosure
Schedule.  The chief executive office and the chief place of business for the
Borrower, each of its subsidiaries, and affiliates and the office where each
thereof keeps its books and records, is located at the address specified in
Item 3.14 of the Disclosure Schedule.

	3.15    As of the date the last Financial Information was
received by Lender from Borrower, except to the extent disclosed, reflected or
reserved against therein or in Item 3.15 of the Disclosure Schedule,
Borrower did not have any material liabilities or obligations, known or unknown,
secured or unsecured, whether accrued, absolute, contingent or otherwise. 

	3.16  Since the date the last Financial Information was
received by Lender from Borrower, there has been no material adverse change in
or to the business of Borrower or its subsidiaries or affiliates, or to the
operations, earnings, prospects, liabilities or relationships with suppliers,
distributors or customers of Borrower or its subsidiaries or affiliates.  There
is no presently existing condition with respect to Borrower or its subsidiaries
or affiliates which might be expected to have a material adverse effect on the
business or prospects of Borrower or its subsidiaries or affiliates or the
continued conduct of the business of Borrower or its subsidiaries or Affiliates
after the date of the Closing. 

	3.17  No order, consent, approval, license, authorization
or validation of, or filing, recording or registration with, or exemption by, or
other act by (except as have been obtained or made), any governmental or public
body or authority, or any subdivision thereof, is required to authorize, or is
required in connection with, (a) the execution, delivery and performance by the
Borrower or its subsidiaries or affiliates of any Loan Document or (b) the
legality, validity, binding effect or enforceability against the Borrower or its
subsidiaries or affiliates of any Loan Document.



3.18  Borrower shall use the Loan Proceeds exclusively for commercial reasons
that are expressly approved by Lender in accordance with Section 4.2 below.

3.19    Borrower or its subsidiaries and affiliates (as the case may be) are
the legal and beneficial owner of the Collateral, and the Collateral is free and
clear of all mortgages, security interests, liens, equities, encumbrances and
claims of every kind (collectively, the "Encumbrances") except
for the Encumbrances set forth on Item 4.7 of the Disclosure Schedule and
the liens of the Lender as set forth in this Agreement.  The Collateral is and
will remain free and clear of all Encumbrances of any nature whatsoever, except
for those set forth on Item 4.7 of the Disclosure Schedule and the liens
of the Lender as set forth in this Agreement.






All of the subsidiaries and affiliates of Borrower are wholly owned by
Borrower.





3.21  The security interest and leasehold mortgage in favor of the Borrower
on the real and personal property located at Kenwood Mall, Cincinnati, Ohio, is
a first and best lien on such personal property and leasehold and Borrower has
not and will not allow any Encumbrances on such property to be superior to
Borrower's mortgage and security interest.


		ARTICLE IV
		ADDITIONAL COVENANTS AND OTHER AGREEMENTS

	4.1.	Finder's Fee. Borrower shall pay to
SDKI a cash fee of ten percent (10%) of all the Loan Proceeds disbursed to
Borrower, which amount shall be paid from the proceeds disbursed to
Borrower.




Disbursement Approval.  All disbursements of Loan
Proceeds shall be approved in writing in advance by Lender, in its sole and
absolute discretion.  Prior to any use by the Borrower of the Loan Proceeds, or
any portion thereof, Borrower shall have received Lender's prior written
approval of such use, with such approval being determined by Lender in its sole
and absolute discretion.  Notwithstanding the foregoing provisions of this
Section 4.2, Borrower shall not need any approval from Lender with respect to
its use of the first $50,000 of Loan Proceeds received by Borrower.

Registration Rights.  Within 60 days of the date
hereof, Borrower shall have used its best efforts to cause a registration
statement covering the resale of the shares of Common Stock issuable upon
conversion of the Note, exercise of the purchase rights under the Note, used for
payment of the accrued interest on the Note and  exercise of the Warrants to
have been declared effective by the Securities and Exchange Commission.  All
expenses of such registration, except fees for underwriting discounts and
selling commissions applicable to the resale of such Common Stock by Lender or
the holder of the Warrants, shall be borne by Borrower.  Lender and SDKI (and
their respective assigns) each agree to cooperate with the Borrower in the
preparation and filing of any such registration statement and in the furnishing
of information for inclusion therein, or in any efforts by the Borrower to
establish that the proposed sale is exempt under the Securities Act of 1933, as
amended, as to any proposed distribution.



4.4	Right of First Refusal.  As long as their
exists any principal or interest outstanding under the Note, the Borrower grants
to the Lender a right of first refusal to participate as an investor in any
offering of Borrower's Common Stock, securities convertible into Common Stock or
any other equity securities of the Borrower (collectively, the
"Securities"). If the Borrower receives an executed letter of
intent or term sheet from any third party with respect to a sale or transfer of
Securities that the Borrower is willing to accept, the Borrower shall promptly
give written notice thereof to the Lender, including all essential terms and
conditions of such proposed offering.  The Lender shall then have ten (10) days
after receipt of such written notice to elect to enter into an agreement with
the Borrower to participate in the proposed offering on the same terms and
conditions as set forth in the Borrower's written notice.  If the Lender
declines to exercise its right of first refusal upon written notice from the
Borrower or fails to notify the Borrower within a 10-day period of an election
to invoke its right of first refusal, the Borrower shall have a period of 30
days to enter into an agreement with such third party from whom it has received
an executed letter of intent for the sale or transfer of the Securities on the
exact terms and conditions that were provided to Borrower in the notice.  In the
event that Borrower does not effect a transfer or sale of the Securities within
the specified thirty-day period, the Lender's right of first refusal shall
continue to be applicable to any subsequent sale or transfer of the Securities
by the Borrower. 

4.5.	Approval of Equity and Debt Issuances.
Borrower and its subsidiaries and affiliates shall not issue any securities,
including options to purchase  securities, or take on any debt (other than the
debt reflected by the Note and trade payables incurred in the ordinary course of
business), without Lender's prior written approval, which approval shall be
given in Lender's sole and absolute discretion. 

4.6 	[Intentionally Deleted]

4.7 	Security Agreements.  In connection with the
Loan made pursuant to this Agreement, the Note shall be secured by a first and
best lien in all of the assets of the Borrower and its subsidiaries and
affiliates, including the shares of capital stock and membership interest in
Popmail Network, Inc., Fan Asylum, Inc. and Café Odyssey, LLC
(collectively, the "Collateral"); except for the Collateral set forth
in Item 4.7 of the Disclosure Schedule, which Lender shall have a lien
and security interest in, which shall be subordinated only to those persons or
entities identified in Item 4.7 of the Disclosure Schedule.  Borrower and
its subsidiaries and affiliates shall execute and deliver security agreements,
financing statements, pledge agreements and all other instruments and agreements
required by Lender that provide for a grant by Borrower and its subsidiaries and
affiliates to Lender of a security interest in all of the Collateral.   Borrower
shall take all other steps  necessary to keep such security interest in Lender
perfected and shall take no action to subordinate Lender's security interest to
any other person or entity without Lender's prior written approval.

4.8 	Default Under Loan Document.  In the event
that a default shall exist under any of the Loan Documents, Lender shall be
authorized to proceed with any and all remedies available to Lender thereunder.
A default under any of the Loan Documents shall constitute a default under each
other Loan Document and shall entitle Lender to pursue any and all remedies
under each or any of the Loan Documents.




Reserving Common Stock For Issuance.  The Borrower
shall at all times while the Warrants or the Lender's conversion and purchase
rights as set forth in the Note are outstanding, reserve and keep available out
of its authorized but unissued stock, such number of duly authorized Common
Stock as shall be sufficient to effect the conversion rights and purchase rights
under the Note and Warrants in accordance with their respective
terms.	

Reclassification of Common Stock.  The Borrower
covenants and agrees that in the event its present Common Stock shall be
reclassified, split, combined or otherwise changed, or in case of any
consolidation or merger of the Borrower with or into another corporation as a
result of which holders of Common Stock become entitled to receive securities or
other assets (including cash) with respect to or in exchange for their Common
Stock (other than a merger with a subsidiary in which merger the Borrower is the
continuing corporation and which does not result in any reclassification,
capital reorganization or other change of outstanding shares of Common Stock) or
in case of any sale, lease or conveyance to another corporation of the property
of the Borrower as an entirety or substantially as an entirety, the Borrower
shall make proper provision as a part of the terms of such reclassification,
split, combination, change, consolidation, merger or sale, that the holder of
the Warrants and the Note will thereafter be entitled to convert it into the
same kind and amount of securities (including in that term, stock of any class
or classes) and other assets as may be issuable or distributable by the terms of
such reclassification, split, combination, change, consolidation, merger or
sale.



	4.11  	Financial Statements. The Borrower
shall: (i) Within 45 days of the end of each quarter, furnish Lender with any
and all filings with the Securities and Exchange Commission including but not
limited to Form 10Q, and  a No Default Certificate in the form which in a form
acceptable to Lender; (ii) within 90 days of its fiscal year end, furnish
audited copies of the Borrower's balance sheet, income statement, and statement
of cash flows as well as a copy of Borrower's Form 10K; and (iii) within 30 days
of filing, the Borrower's consolidated federal income tax return.

	4.12	Taxes, Assessments and Liabilities. The
Borrower shall pay all taxes, assessments, and other liabilities when due,
except for those which are contested in good faith. File all required federal,
state and local tax returns on a timely basis.

	4.13	Notice.  The Borrower shall give the
Lender prompt notice of any: (i) default of this or any other agreement or
contract under which the Borrower or any of its subsidiaries or affiliates are
liable; (ii) environmental penalty, claim or dispute involving more than
$25,000.00; (iii) litigation, government proceeding or investigation filed or
threatened against Borrower or any of its subsidiaries or affiliates, Lender its
directors and officers involving more than $25,000.00; (iv) reportable event
under ERISA; or (v) material change in the business prospects or financial
condition of the Borrower or any of its subsidiaries or affiliates.

	4.14	Corporate Existence and Status.  Borrower
shall maintain its and its subsidiaries' and affiliates' corporate existence and
remain in good standing under the laws of each jurisdiction where the Borrower
and its subsidiaries or affiliates are duly qualified to conduct its
business.

	4.15	Protection of Intellectual Property.
Borrower and its subsidiaries and affiliates shall take all measures necessary
to defend and protect the Intangibles, and not commit or permit any action that
may impair the value of the Intangibles.

	4.16	Liens.   Borrower and its subsidiaries and
affiliates shall not create or permit to exist any Encumbrance with respect to
the Collateral, except for liens created in favor of the Lender hereunder.

	4.17	Compliance with Laws.  Borrower and its
subsidiaries and affiliates shall keep, observe, satisfy and not suffer
violations of any and all  laws, statutes, ordinances and/or regulations.
	

	4.18	Operate in the Ordinary Course.  Borrower
and its subsidiaries and affiliates shall continue to operate their respective
businesses in the ordinary and customary course, and not take any actions which
materially alter the nature or scope of their respective businesses as conducted
on the date of the Closing.

	4.19	Further Assurances.  Borrower and its
subsidiaries and affiliates shall provide Lender with such additional
information or documentation as Lender may request from time to time.
	4.20	Lender's Attorney's Fees.  At the Closing,
Borrower shall pay Lender's attorney's fees it has incurred related to the Loan
up to a maximum of $10,000.
ARTICLE V
DEFAULT AND REMEDIES

	5.1.	Events of Default.  The occurrence
of any one or more of the following events or the existence of one or more of
the following conditions shall, upon 30 days written notice to Borrower,
constitute an "Event of Default" under this Agreement provided
that the events set forth in Sections 5.1(a), 5.1(c), 5.1(f), 5.1(e), 5.1(g),
5.1(h), 5.1(k), 5.1(l) 5.1(n) and 5.1(o) shall constitute an Event of Default
immediately upon their occurrence and Lender shall not be required to provide
the 30 days' written notice for any such events:  



		(a)	Borrower shall fail to pay when due any
installment of principal or interest due under the Note, whether due on the date
provided for therein or by acceleration or otherwise, or Borrower shall fail to
pay when due any other amounts due under any of the Loan Documents;

(b)	Any material breach of a representation or warranty made in writing to
Lender by Borrower or its subsidiaries or affiliates made herein, in any Loan
Documents or in connection with the making of the Loan; 

(c)	The breach, default or violation by Borrower or its subsidiaries or
affiliates of any obligation, agreement or covenant contained in Loan Documents
or any other agreements, certificates or writings executed in connection
herewith by Borrower or its subsidiaries or affiliates; unless the same is cued
within any applicable grace period; 

(d)	any material provision of any of the Loan Documents shall at any time
for any reason cease to be in full force and effect or shall be declared to be
null and void; 

(e)	any litigation or proceeding is pending which may materially adversely
affect the ability of Borrower, its subsidiaries or affiliates to perform its
obligations under the Loan Documents; 



(f)	 the failure of the Borrower or its subsidiaries or
affiliates to comply with 


any other covenants or agreements contained in any of the
Loan Documents and not herein specifically referenced, unless the same is cured
within any applicable grace period; 

(g)	a material part of the operations of the Borrower or any of its
subsidiaries or affiliates shall cease for a period of thirty days; 

(h)	the liquidation, termination or dissolution of Borrower or any of its
subsidiaries or affiliates;

(i)	the occurrence of an event of default (as defined therein) in any of
the Loan Documents other than this Agreement;

(j)	the occurrence of any of the following transactions concerning the
Borrower without the prior written consent of the Lender (which shall be given
in its sole and absolute discretion): (i) the acquisition of the Borrower by
another entity by means of any transaction or series of related transactions
(including, without limitation, the transfer of more than 50% of the voting
power of the Borrower, reorganization, merger, consolidation); or (ii) a sale of
all or substantially all of the assets of the Borrower; unless the Borrower's
shareholders of record as constituted immediately prior to such acquisition or
sale will, immediately after such acquisition or sale (by virtue of securities
issued as consideration for the Borrower's acquisition or otherwise) hold at
least 50% of the voting power of the surviving or acquiring entity;

(k)	the issuance of any securities by Borrower's subsidiaries and
affiliates without the prior written consent of the Lender; 

(l)	the occurrence of any of the following transactions concerning the
Borrower's subsidiaries or affiliates without the prior written consent of the
Lender: (i) the acquisition (in whole or in part) of any subsidiary or affiliate
of the Borrower by another entity or person by means of any transaction or
series of related transactions (including, without limitation, the stock
purchase, stock issuance, reorganization, merger, consolidation); or (ii) a sale
of all or substantially all of the assets of the Borrower; 

(m)	Borrower's Common Stock is de-listed from the Nasdaq National or
SmallCap Market Systems; or 

(n)	if Lender shall reasonably deem itself to be insecure; or

(o)	the occurrence of an event which, with notice, lapse of time or both,
would constitute a default or event of default under the Loan Agreement dated as
of December 1, 2000, as amended, among GSI Ventures, LLC, Borrower, SDKI, PNI,
FAI,  and COL or the other loan documents relating to such loan.  



	5.2.	Remedies.  Upon the
occurrence of any Event of Default hereunder as above provided, and at any time
thereafter, all principal, interest and other amounts payable under the Note
shall, at the option of Lender, become immediately due and payable without
presentment, demand, protest or other notice of any kind, all of which are
expressly waived by Borrower.  Lender may proceed with every remedy available at
law or in equity or provided for in the Loan Documents or in any other document
executed in connection with the Loan, in such order or sequence as Lender may
determine in its sole discretion, including concurrently, independently, or
successively, and all expenses incurred by Lender in connection with any remedy
shall be deemed indebtedness of Borrower to Lender including, but not limited
to, reasonable attorneys' fees incurred by Lender.  
ARTICLE VI
GENERAL PROVISIONS

	6.1.	Amendments.  No provision or term
of the Loan Documents may be amended, modified, revoked, supplemented, waived or
otherwise changed except by a written instrument duly executed by the party from
whom enforcement is sought.  

	6.2.	Borrower Not Released.  Without
affecting any obligation of Borrower under this Agreement, Lender without notice
or demand may renew, extend or otherwise change the terms and conditions of the
Loan.  

	6.3.	Severability.  Whenever possible,
each provision of the Loan Documents shall be interpreted so as to be effective
and valid under New York law.  Should any provision, covenant or agreement
contained in the Loan Documents be deemed invalid, illegal or unenforceable in
any jurisdiction, the validity, legality and enforceability of the remaining
provisions of the Loan Documents shall not be impaired thereby, nor shall the
validity, legality or enforceability of any such defective provision be in any
way affected or impaired in any other jurisdiction.  

	6.4.	Successors and Assigns Bound;
Assignment.  The covenants and agreements contained herein shall bind the
parties hereto and each of their respective successors and assigns.  Borrower
may not assign this Agreement without the prior written consent of Lender.
Subject to the foregoing restriction, this Agreement shall inure to the benefit
of Lender and SDKI, their successors and assigns.  

	6.5.	No Third Party Benefits.  This
Agreement is made for the sole benefit of Borrower, Lender, PNI, FAO, COL, SDKI
and their respective successors and assigns, and no other person or persons
shall have any rights or remedies under or by reason of this Agreement.  

	6.6.	Headings.  The captions and
headings of the paragraphs in the Agreement are for convenience only and are not
used to interpret or define the provisions of the Agreement.  

	6.7.	Governing Law.  This Agreement and
the Loan Documents or any other documents executed in connection with the loan
shall be governed by and interpreted in accordance with the laws of the State of
New York, without regard to New York's conflict of laws principles.  

	6.8.	Conflict.  Should any provision of
any other Loan Documents conflict with any provision of this Agreement, the
provision selected by Lender, in its sole discretion, shall govern and shall be
controlling.  

6.9 	Jurisdiction.  Borrower, by its execution
hereof (i) hereby irrevocably submits to the exclusive jurisdiction of the State
of New York and to the exclusive jurisdiction of the United States District
Court for the Southern District of New York for the purpose of any suit, action
or other proceeding arising out of or based upon this Agreement, the Collateral
or the Loan Documents or the subject matter hereof or thereof brought by Lender,
any holder of the obligations of Borrower under the Loan Documents or their
respective successors or assigns, and (ii) agrees not to assert, by way of
motion, as a defense or otherwise, in any such proceeding, any claim that
Borrower is not subject personally to the jurisdiction of the above-named
courts, that Borrower's property is exempt or immune from attachment or
execution, that any such proceeding brought in one of the above-named courts is
brought in an inconvenient forum, that the venue of any such proceeding brought
in one of the above-named courts in improper, or that this Agreement, the
Collateral or any of the Loan Documents, or the subject matter hereof or
thereof, may not be enforced in or by such court.

6.10	Waiver of Jury.  LENDER AND BORROWER HEREBY
VOLUNTARILY, KNOWINGLY AND INTENTIONALLY WAIVE ANY AND ALL RIGHTS TO TRIAL BY
JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING UNDER THIS AGREEMENT OR
CONCERNING THE LOAN DOCUMENTS AND/OR ANY COLLATERAL CONTEMPLATED THEREBY,
REGARDLESS OF WHETHER SUCH ACTION OR PROCEEDING CONCERNS ANY CONTRACTUAL OR
TORTIOUS OR OTHER CLAIM.  BORROWER ACKNOWLEDGES THAT THIS WAIVER OF JURY TRIAL
IS A MATERIAL INDUCEMENT TO LENDER IN EXTENDING CREDIT, THAT LENDER WOULD NOT
HAVE EXTENDED SUCH CREDIT WITHOUT THIS JURY TRIAL WAIVER, AND THAT BORROWER HAS
BEEN REPRESENTED BY AN ATTORNEY OR HAS HAD AN OPPORTUNITY TO CONSULT WITH AN
ATTORNEY IN CONNECTION WITH THIS JURY TRIAL WAIVER AND UNDERSTANDS THE LEGAL
EFFECT OF THIS WAIVER.

	6.11	Obligations of Subsidiaries of Borrower.
PNI, FAI and COL all acknowledge and agree that each of them shall be bound by
Section 4.8 and all obligations, covenants, representations and warranties that
reference any subsidiary or affiliate of Borrower as if such obligations,
covenants, representations and warranties were fully made by them.  PNI, FAI and
COL further acknowledge and agree that each of them shall receive a material
benefit from the Loan received by Borrower from Lender because without it, PNI,
FAI and COL would no longer be able to continue their business as currently
operated.  The obligations of PNI, FAI and COL hereunder were a material
inducement to Lender to enter into this Agreement.

	6.12	Counterparts.  This Agreement may be
executed in one or more counterparts, each of which shall de deemed to be an
original but all of which together will constitute one and the same instrument.
This Agreement may be executed by facsimile signatures which shall have the same
force and effect as original signatures.

	6.13	Entire Agreement.  This Agreement and all
documents and agreements referred to in this Agreement supersede all prior
understandings, agreements and discussions between the parties concerning this
subject matter, with such prior understandings, agreements and discussions
between the parties being merged into this Agreement, and constitutes the entire
agreement between the parties with regard to this subject matter.

	6.14	Survival.  All of the obligations,
covenants, representations and warranties of Borrower and its subsidiaries and
affiliates shall survive the Closing and any subsequent Closing.

ARTICLE VII

CONDITIONS TO THE CLOSING

7.1	The obligation of Lender to complete the Closing is
subject to the satisfaction of each of the following conditions:

		(i)	Receipt of certified resolutions of Borrower
and its subsidiaries and affiliates authorizing the Loan and the grant of the
security interest in the Collateral to Lender;

		(ii)	Execution of the Loan Documents by Borrower
and its subsidiaries and affiliates, including the Note representing the
proceeds being disbursed at the Closing; 

		(iii)	Receipt of  Borrower's certified resolutions
authorizing the issuance and reservation of shares of Common Stock upon the
exercise of the Warrants and the conversion rights set forth in the Note in a
form satisfactory to Lender.

[Signature Page to Follow]


IN WITNESS WHEREOF, the parties hereto executed this Loan
Agreement as of the date first written above.
BORROWER:
POPMAIL.COM, INC., 

By:						

Its:___________________________

PMI:
POPMAIL NETWORK, INC.

By:						

Its:___________________________

LENDER:
THE SHAAR FUND LTD.,




By:	Shaar Advisory Services, N.V. (the advisor to The
Shaar Fund Ltd.)


By:						

Name:	W.J.Langeveld

Title:		Managing Director

FAI:
FAN ASYLUM, INC.

By:						

Its:___________________________

SDKI:
SDK INVESTMENTS, INC., 

By:						

Stephen D. King
President

COL:
CAFE ODYSSEY, LLC

By:						

Its:___________________________
DISCLOSURE SCHEDULE

ITEM 3.1 	SUBSIDIARIES AND AFFILIATES

ITEM 3.6	LITIGATION





ITEM 3.14 	NAMES OF BUSINESSES; ADDRESSES WHERE COLLATERAL LOCATED;
PRINCIPAL OFFICE ADDRESS OF BORROWER, SUBSIDIARIES AND AFFILIATES

ITEM 3.15	CONTINGENT LIABILITIES





ITEM 4.7	ENCUMBRANCES ON COLLATERAL



113679.5

SCHEDULE 3.1
Subsidiaries and Affiliates




Fan Asylum, Inc.
Popmail Network, Inc.
Cafe Odyssey, LLC
Schedule 3.6
Litigation

The Company entered into a bridge loan transaction on or about October 6,
2000, in which it issued a promissory note in favor of Great Western Business
Services in the principal amount of $600,000.  The note was payable in 30 days
and was secured by certain computer equipment owned by the Company.
Additionally, the lender obtained a "contingent" security interest in
the Company's units of Cafe Odyssey, LLC, which vested upon an event of default
thereunder.  The Company has failed to repay the note and the lender has
recently given the Company notice of such default.  Additionally, the lender has
informed the Company that it intends to retrieve the collateral as soon as is
practicable.  The lender has not given any notice or otherwise communicated to
the Company its intentions with respect to its interest in the Cafe Odyssey
units.   Cafe Odyssey, LLC currently has no assets.

On September 13, 2000, the Company received a Nasdaq Staff Determination
which indicates that the Company fails to comply with its common stock
maintaining a minimum bid price of $1.00 over the previous 30 consecutive
trading days as required by Marketplace Rule 4310 (c)(4). Therefore, in
accordance with Marketplace Rule 4310 (c)(8)(B), PopMail.com was provided 90
calendar days, or until December 12, 2000 to regain compliance with the Rule
for continued listing. There can be no assurances the Panel will grant the
Company's request for continued listing.  The Company has requested a hearing
with Nasdaq to appeal its determination to delist the Company's common stock,
which is scheduled for January 11, 2001.

On August 9, 2000, a lawsuit was filed against Fan Asylum, Inc. and Tim
McQuaid relating to an automobile accident.  The plaintiff in the action seeks
damages in excess of $25,000.  The Company has no other information concerning
this matter at the present time.


Schedule 3.14
Names of Businesses and Addresses






Fan Asylum, Inc.
1250 Folsom Street
San Francisco, CA  94103

Popmail Network, Inc.
1333 Corporate Drive, Suite 350
Irving, TX  75038

Café Odyssey, LLC






500 16th St. Suite 350
Denver, CO  80202



4. 	Cafe Odyssey	
	320 South Avenue
	Mall of America
	Bloomington, MN  55425


Schedule 3.15
Contingent Liabilities

The Kenwood Restaurant opened in December 1996 under the name
Hotel Discovery and was closed by the Company in August 1999. In November 1999,
the Company assigned the related lease (described below) in connection with the
pending sale of restaurant assets to a third party, who subsequently reopened
the restaurant under another name and continues to operate the same. The
property is approximately 17,000 square feet in size on three levels and is
located at the northeast corner of Sycamore Plaza at Kenwood Shopping Center in
Cincinnati, Ohio. Although the third party has paid all payments due under the
lease since November 1999, the Company remains primarily obligated under the
lease. 

The initial term of the lease is 15 years with an option for
two additional five-year periods. The lease provides for the payment of both a
monthly fixed minimum rent and a percentage rent based on gross sales in excess
of an escalating base amount. The monthly fixed minimum rent is $12,833 for the
first five years of the initial lease term, $14,117 for the sixth through tenth
years of the initial lease term, $15,400 for the eleventh through fifteenth
years of the initial lease term.

In addition to the fixed minimum rent, the lease provides for
the payment of a percentage rent equal to 4% of the gross sales from the
restaurant in excess of the following annual gross sales amounts; $3,850,000 for
the first five years of the initial lease term, $4,235,000 for the sixth through
tenth years of the initial lease term, $4,620,000 for the eleventh through
fifteenth years of the initial lease term. No percentage rent was paid in 1998
or 1999. In addition to the fixed minimum rent and percentage rent, the Company
is required to pay its proportionate share of common area maintenance costs;
taxes, insurance, maintenance and operating costs. 
Schedule 4.7
Encumbrances

See Schedule 3.6.



















EX-10.61
33
exh1061.htm
EXHIBIT













Exhibit 10.61



NEITHER THIS NOTE NOR THE SHARES OF COMMON STOCK ISSUABLE
UPON CONVERSION HEREUNDER HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION (TOGETHER, THE
"SECURITIES LAWS") AND MAY NOT BE OFFERED FOR SALE, SOLD OR
OTHERWISE  TRANSFERRED  OR  ENCUMBERED  IN  THE  ABSENCE  OF COMPLIANCE WITH
SUCH SECURITIES LAWS AND UNTIL THE COMPANY (AS DEFINED HEREIN) THEREOF SHALL
HAVE RECEIVED AN OPINION FROM COUNSEL REASONABLY ACCEPTABLE TO IT THAT THE
PROPOSED DISPOSITION WILL NOT VIOLATE ANY APPLICABLE SECURITIES LAWS.  

POPMAIL.COM, INC.

CONVERTIBLE PROMISSORY NOTE
WITH COGNOVIT PROVISION

	Irving, Texas
$200,000.00	December 21, 2000

	THIS CONVERTIBLE PROMISSORY NOTE (the
"Note") is a duly authorized Convertible Promissory Note of
PopMail.com., inc., a corporation duly organized and existing under the laws of
the State of Minnesota (the "Company"), designated as its 12%
Convertible Promissory Note Due January 5, 2002, in an aggregate principal
amount not exceeding U.S. $200,000 (the "Note").

	FOR VALUE RECEIVED, the Company promises to pay to
The Shaar Fund Ltd. ("Holder"), in lawful money of the United
States of America, the principal sum of Two Hundred Thousand Dollars
($200,000.00), together with interest in arrears on the unpaid principal balance
at a rate equal to Twelve Percent (12%) per annum, in the manner provided below.
Interest shall be calculated on the basis of a 360-day year of twelve 30-day
months and accrued on a daily basis for the actual number of days elapsed from
the date hereof on the principal balance from time to time outstanding as
hereinafter provided.

1.	Payments.

 	1.1	Principal and Interest. Accrued interest
under this Note shall be due and payable in quarterly installments on February
1, 2001, May 1, 2001, August 1, 2001 and November 1, 2001 and the entire
outstanding principal balance of the Note, together with all accrued but unpaid
interest thereon, shall be due and payable in full on January 5, 2002 (the
"Maturity Date"). Notwithstanding anything to the contrary
contained herein, upon Holder's consent, which shall be made in its sole and
absolute discretion, Company may pay any portion of the quarterly installments
of accrued interest payable hereunder with shares of Company's common stock, par
value $.01 per share (the "Common Stock").  The value of the
Common Stock used to pay any such quarterly installments of accrued interest
shall be determined by the closing sale price of the Common Stock as reported by
Nasdaq on the preceding trading day before the quarterly installment is
paid.

1.2	Manner of Payment.  Except as otherwise
provided herein, all payments of principal and interest on this Note shall be
made in immediately available funds.  If any payment of principal or interest on
this Note is due on a day which is not a Business Day, such payment shall be due
on the next succeeding Business Day, and such extension of time shall not be
taken into account in calculating the amount of interest payable under this
Note.  "Business Day" means any day other than a Saturday,
Sunday or legal holiday in the State of New York.

1.3	Prepayment.  The Company may, without premium
or penalty, at any time and from time to time, prepay all or any portion of the
outstanding principal balance due under this Note, provided that each such
prepayment is accompanied by the accrued interest on the amount of principal
prepaid calculated to the date of such prepayment.  The Company shall provide
Holder with not less than fifteen (15) days written notice prior to such
prepayment.  In the event a transaction described in Section 4.3 hereof is
contemplated prior to or contemporaneous with prepayment, said written notice
shall include the information specified in the notice made pursuant to Section
4.3 hereof.  
1.4	Default Interest.  Upon the occurrence of an
Event of Default (as defined below), this Note shall accrue interest at a
default rate of interest equal to the lesser of 18% per annum or the maximum
rate permitted under New York Law.

2.	Default.

	2.1	Event of Default.  The occurrence of any
one or more of the following events with respect to Company shall, upon 30 days'
written notice to the Company, constitute an event of default hereunder
("Event of Default") provided that, the events set forth in
Sections 2.1(a), 2.1(b), 2.1(c) and 2.1(d) shall constitute an Event of Default
immediately upon their occurrence and Lender shall not be required to provide
the 30 days written notice for any such event:

(a)	If Company shall fail to pay when due any payment of
principal or interest or other amount due on this Note.

(b)	If, pursuant to or within the meaning of the United
States Bankruptcy Code or any other federal or state law relating to insolvency
or relief of debtors (a "Bankruptcy Law"), the Company shall
(i) commence a voluntary case or proceeding; (ii) consent to the entry of an
order for relief against it in an involuntary case; (iii) consent to the
appointment of a trustee, receiver, assignee, liquidator or similar official;
(iv) make an assignment for the benefit of its creditors; or (v) admit in
writing its inability to pay its debts as they become due.







If a court of competent jurisdiction enters an order or
decree under any Bankruptcy Law that (i) is for relief against the Company in an
involuntary case, (ii) appoints a trustee, receiver, assignee, liquidator or
similar official for the Company or substantially all of the Company=s
properties, or (iii) orders the liquidation of the Company, and in each case the
order or decree is not dismissed within  30 days.





	(d)  	If an event of default occurs as defined in that
certain Loan Agreement executed on or about December 21, 2000 by and between the
Company, Holder, the Company's subsidiaries and SDK Investments, Inc. (the
"Loan Agreement") or an event of default occurs as defined in
any of the Loan Documents, regardless of whether or not such event of default is
caused by Company or any of its subsidiaries or affiliates who are a party to
the Loan Agreement or the Loan Documents.

	(e) 	A breach of any obligation or covenant of Company
set forth in this Note.







Any representation or warranty made in writing to
Holder by Company made in this Note or in connection with the making of the Loan
shall prove at any time to have been incorrect or materially misleading when
made.








Notice by the Company. The Company shall notify
Holder in writing within five days after the occurrence of any Event of Default
of which the Company acquires knowledge.

Remedies.  Upon the occurrence of any Event
of Default hereunder as above provided, and at any time thereafter, all
principal, interest and other amounts payable under this Note shall, at the
option of Holder, become immediately due and payable without presentment,
demand, protest or other notice of any kind, all of which are expressly waived
by Company.  Holder may proceed with every remedy available at law or in equity
or provided for in the Loan Documents or in any other document executed in
connection with the Loan, in such order or sequence as Holder may determine in
its sole discretion, including concurrently, independently, or successively, and
all expenses incurred by Holder in connection with any remedy shall be deemed
indebtedness of Company to Holder including, but not limited to, reasonable
attorneys' fees incurred by Holder.



3.	Conversion.




Holder Conversion.  









The Holder shall have the right, at the Holder's option,
at any time prior to payment in full of the principal balance of this Note, to
convert this Note, in accordance with the provisions of Section 3.2 hereof, in
whole or in part, into fully paid and nonassessable shares of Common Stock (the
"Common Stock") of the Company.  The number of shares of Common
Stock into which this Note may be converted ("Conversion
Shares") shall be determined by dividing: [A] the sum of (i) the
outstanding principal amount of the Note to be converted, (ii) all accrued
interest thereon to the date of conversion, and (iii) all other indebtedness
Company owes Holder under this Note, by [B] the amount equal to 140% of the
"Market Price" of the Common Stock (the "Conversion
Price"). 





 		(b) 	Notwithstanding Section 3.1(a), in the event
that Company has paid any amount it owes to Holder pursuant to this Note
("Partial Payment"), then from the date of the Partial Payment
for a period of 90 days, Holder shall have the right to purchase at a strike
price equal to the Conversion Price (the "Purchase Price") a
certain number of shares of the Common Stock (the "Purchase
Right").  The number of shares of Common Stock that Holder may purchase
shall be determined by dividing the Partial Payment by the Conversion Price.
For purposes of this Note, any shares of Common Stock that Holder purchases
pursuant to its Purchase Right shall be considered Conversion Shares.  The
Purchase Right may be exercised by Holder, in whole or in part, by written
notice to the Company, together with payment by Holder to the Company of the
Purchase Price in immediately available funds.

3.2	Conversion Procedure.

(a)	Notice of Conversion and Purchase Right
Pursuant to Section 3.1.  Before the Holder shall be entitled to convert
this Note into shares of Common Stock, it shall surrender this Note at the
office of the Company and shall give written notice  in the form attached hereto
as Exhibit A (the "Holder Conversion Notice") to the
Company at its principal corporate office, of the election to convert all or a
portion of this Note pursuant to Section 3.1(a).  If this Note is converted in
part only, the Company shall execute and deliver a new note to the Holder
thereof in the principal amount equal to the portion of this Note not so
converted.  Before the Holder may exercise its Purchase Right, it shall give
written notice to the Company at its principal corporate office, of its exercise
of its Purchase Right pursuant to Section 3.1(b) prior to the expiration of the
90-day period the Purchase Right is available.







Mechanics and Effect of Conversion.  No
fractional shares of Common Stock shall be issued upon conversion of this Note
or exercise of the Purchase Right.  Upon the conversion of this Note pursuant to
Section 3.1(a) above, the Holder shall surrender this Note, duly endorsed, at
the principal office of the Company.  At its expense, the Company shall, as soon
as practicable after receiving the Holder Conversion Notice or notice of
Holder's exercise of its Purchase Right, issue and deliver to such Holder at
such principal office a certificate or certificates for the number of shares of
Common Stock to which the Holder shall be entitled upon such conversion or
purchase (bearing such legends as are required by the Loan Agreement or
applicable state and federal securities laws in the opinion of counsel to the
Company), together with a new note for the principal amount of the Note that was
not converted, if any.  Upon conversion of all or a portion of this Note, the
Company shall be forever released from all its obligations and liabilities under
this Note, to the extent of the principal amount so converted.

Market Price.  The term "Market
Price" shall mean the lower of (i) the lowest trade of the Company's
Common Stock as reported by Nasdaq or (ii) the lowest price for which the
Company sells a share of Common Stock, each determined during the period
commencing thirty (30) days prior to the date of the Closing and ending thirty
(30) days after the date of the Closing.  





3.3	Limitations on Conversion.  Unless the Company
shall have obtained the approval of its voting shareholders to such issuance in
accordance with the rules of Nasdaq or any other stock market rules with which
the Company shall be required to comply, but only to the extent required
thereby, the Company shall not issue shares of its Common Stock (i) upon
conversion of any of the principal sum outstanding hereunder, or (ii) as
interest on the principal sum due hereunder, if such issuance of Common Stock,
when added to the number of shares of Common Stock previously issued by the
Company (x) upon conversion of the principal sum due under the Note and (y) in
payment of interest due under the Note, would equal or exceed 20 percent of the
number of shares of the Company's Common Stock that were issued and outstanding
on the date hereof (the "Maximum Issuance Amount").  In the
event that a properly executed Holder Conversion Notice is received by the
Company which would require the Company to issue shares of Common Stock equal to
or in excess of the Maximum Issuance Amount, the Company shall honor such
conversion request by (a) converting the amount of the principal and interest
stated in such conversion notice that is not in excess of the Maximum Issuance
Amount and (b) paying the remaining principal and interest due requested by
Holder to be converted; provided that, Company shall first use its best efforts
to obtain as soon as practicable after obtaining a Holder Conversion Notice the
approval of its voting shareholders to issue Conversion Shares in excess of the
Maximum Issuance Amount.

4.	Anti-Dilution Adjustments.

4.1	Adjustments for Stock Splits and Subdivisions.
In the event the Company should at any time or from time to time after the date
of issuance hereof fix a record date for the effectuation of a split or
subdivision of the outstanding shares of Common Stock or the determination of
holders of Common Stock entitled to receive a dividend or other distribution
payable in additional shares of Common Stock or other securities or rights
convertible into, or entitling the holder thereof to receive directly or
indirectly, additional shares of Common Stock (hereinafter referred to as
"Common Stock Equivalents") without payment of any consideration by
such holder for the additional shares of Common Stock or the Common Stock
Equivalents (including the additional shares of Common Stock issuable upon
conversion or exercise thereof), then, as of such record date (or the date of
such dividend distribution, split or subdivision if no record date is fixed),
the Conversion Price of this Note shall be appropriately decreased so that the
number of shares of Common Stock issuable upon conversion of this Note shall be
increased in proportion to such increase of outstanding shares.

4.2	Adjustments for Reverse Stock Splits. 
If the number of shares of Common Stock outstanding at any time after the date
hereof is decreased by a combination of the outstanding shares of Common Stock
through a reverse stock split, then, following the record date of such
combination, the Conversion Price for this Note shall be appropriately increased
so that the number of shares of Common Stock issuable on conversion of this Note
shall be decreased in proportion to such decrease in outstanding shares.

4.3	Adjust for Reorganization, Reclassification, Merger
and Sale.  If any capital reorganization or reclassification of the capital
stock of the Company, or consolidation or merger of the Company with another
corporation, or the sale of all or substantially all of its assets to another
corporation shall be effected in such a way that holders of the Company's Common
Stock shall be entitled to receive stock, securities or assets with respect to
or in exchange for such common shares, then, as a condition of such
reorganization, reclassification, consolidation, merger or sale, the Holder
shall have the right to convert and receive upon the basis and upon the terms
and conditions specified in this Note and in lieu of the shares of the Common
Stock of the Company immediately theretofore convertible and receivable upon the
exercise of the rights represented hereby, such shares of stock, other
securities or assets as would have been issued or delivered to the Holder as if
it had exercised this Note and had received such shares of common stock prior to
such reorganization, reclassification, consolidation, merger or sale.  The
Company shall not effect any such consolidation, merger or sale, unless prior to
the consummation thereof the successor corporation (if other than the Company)
resulting from such consolidation or merger or the corporation purchasing such
assets shall assume by written instrument executed and mailed to the registered
Holder of this Note at the last address of such Holder appearing on the books of
the Company, the obligation to deliver to such Holder such shares of stock,
securities or assets as, in accordance with the foregoing provisions, such
Holder may be entitled to convert.

4.4	Other Adjustment.  If the Company takes
any other action, or if any other event occurs which does not come within the
scope of the provisions of Sections 4.1 through 4.3, but which should result in
an adjustment in the Conversion Price and/or the number of shares subject to
this Note in order to fairly protect the purchase rights of the Holder, an
appropriate adjustment in such purchase rights shall be made by the Company.

4.5	Reservation of Stock Issuable Upon Conversion.
The Company shall at all times reserve and keep available out of its authorized
but unissued shares of Common Stock solely for the purpose of effecting the
issuance of the Conversion Shares such number of its shares of Common Stock as
shall from time to time be sufficient to issue the Conversion Shares; and if at
any time the number of authorized but unissued shares of Common Stock shall not
be sufficient to effect the issuance of the Conversion Shares,  in addition to
such other remedies as shall be available to the holder of this Note, the
Company will use its best efforts to take such corporate action as may, in the
opinion of Holder's counsel, be necessary to increase its authorized but
unissued shares to such number of shares as shall be sufficient for such
purposes.

5.	Miscellaneous.

5.1	Waiver.  The rights and remedies of Holder
under this Note shall be cumulative and not alternative.  No waiver by Holder of
any right or remedy under this Note shall be effective unless in a writing
signed by Holder.  Neither the failure nor any delay in exercising any right,
power or privilege under this Note will operate as a waiver of such right, power
or privilege and no single or partial exercise of any such right, power or
privilege by Holder will preclude any other or further exercise of such right,
power or privilege or the exercise of any other right, power or privilege.  To
the maximum extent permitted by nonwaivable applicable law, (a) no claim or
right of Holder arising out of this Note can be discharged by Holder, in whole
or in part by a waiver or renunciation of the claim or right unless in a
writing, signed by Holder; (b) no waiver that may be given by Holder will be
applicable except in the specific instance for which it is given; and (c) no
notice to or demand on the Company will be deemed to be a waiver of any
obligation of the Company or of the right of Holder to take further action
without notice or demand as provided in this Note.  The Company hereby waives
presentment, demand, protest and notice of dishonor and protest.

5.2	Notices.  The Company shall give any notice
required or permitted to be given hereunder to the Holder or the Holder to the
Company in accordance with the Loan Agreement. 

5.3	Severability.  If any court of competent
jurisdiction holds any provision in this Note invalid or unenforceable, the
other provisions of this Note will remain in full force and effect. Any
provision of this Note held invalid or unenforceable only in part or degree will
remain in full force and effect to the extent not held invalid or
unenforceable.

5.4	Governing Law.  This Note will be governed by
the laws of the State of New York without regard to conflicts of laws
principles.

5.5	Parties in Interest; Assignment.  This Note
shall bind the Company and its successors and assigns.  Subject to the
provisions of the legend on this Note, the Holder may assign this Note upon
providing Company notice of such assignment.




Section Headings, Construction.  The headings of
Sections in this Note are provided for convenience only and will not affect its
construction or interpretation.  All references to "Section" or
"Sections" refer to the corresponding Section or Sections of this Note
unless otherwise specified.



5.7  	Capitalized Terms.  All capitalized terms
used in this Note and not defined herein shall have the same meaning as in the
Loan Agreement.  
	5.8	Gender.  All words used in this Note will
be construed to be of such gender or number, as the circumstances require.
Unless otherwise expressly provided, the words "hereof" and
"hereunder" and similar references refer to this Note in its entirety
and not to any specific section or subsection hereof.

	5.9 	 JURY WAIVER.  THE UNDERSIGNED AND HOLDER
(BY ITS ACCEPTANCE HEREOF) HEREBY VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND
UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY
DISPUTE (WHETHER BASED UPON CONTRACT TORT OR OTHERWISE) BETWEEN OR AMONG THE
UNDERSIGNED AND HOLDER ARISING OUT OF OR IN ANY WAY RELATED TO THIS DOCUMENT,
ANY OTHER RELATED DOCUMENT, OR ANY RELATIONSHIP BETWEEN HOLDER AND THE
UNDERSIGNED.  THIS PROVISION IS A MATERIAL INDUCEMENT TO HOLDER TO PROVIDE THE
FINANCING DESCRIBED HEREIN OR IN THE OTHER LOAN DOCUMENTS.

5.10	Jurisdiction.  Company, by its execution
hereof (i) hereby irrevocably submits to the exclusive jurisdiction of the State
of New York and to the exclusive jurisdiction of the United States District
Court for the Southern District of New York for the purpose of any suit, action
or other proceeding arising out of or based upon this Note, the Loan Agreement
or any Loan Document or the subject matter hereof or thereof brought by Holder
or its successors or assigns, and (ii) agrees not to assert, by way of motion,
as a defense or otherwise, in any such proceeding, any claim that Company is not
subject personally to the jurisdiction of the above-named courts, that Company's
property is exempt or immune from attachment or execution, that any such
proceeding brought in one of the above-named courts is brought in an
inconvenient forum, that the venue of any such proceeding brought in one of the
above-named courts in improper, or that this Note, the Loan Agreement or any
Loan Document, or the subject matter hereof or thereof, may not be enforced in
or by such court.

CONFESSION OF JUDGMENT.  UPON AN EVENT OF DEFAULT,
COMPANY HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY-AT-LAW TO APPEAR
IN ANY COURT OF RECORD AND TO CONFESS JUDGMENT AGAINST COMPANY FOR THE UNPAID
AMOUNT OF THIS NOTE, PLUS ATTORNEYS' FEES AS PROVIDED IN THIS NOTE, PLUS COSTS
OF SUIT, AND TO RELEASE ALL ERRORS, AND WAIVE ALL RIGHTS OF APPEAL.   IF A COPY
OF THE NOTE, VERIFIED BY AN AFFIDAVIT, SHALL HAVE BEEN FILED IN THE PROCEEDING,
IT WILL NOT BE NECESSARY TO FILE THE ORIGINAL AS A WARRANT OF ATTORNEY.  COMPANY
WAIVES THE RIGHT TO ANY STAY OF EXECUTION AND THE BENEFIT OF ALL EXEMPTION LAWS
NOW OR HEREAFTER IN EFFECT. NO SINGLE EXERCISE OF THE FOREGOING WARRANT AND
POWER TO CONFESS JUDGMENT WILL BE DEEMED TO EXHAUST THE POWER, WHETHER OR NOT
ANY SUCH EXERCISE SHALL BE HELD BY ANY COURT TO BE INVALID, VOIDABLE, OR VOID;
BUT THE POWER WILL CONTINUE UNDIMINISHED AND MAY BE EXERCISED FROM TIME TO TIME
AS HOLDER MAY ELECT UNTIL ALL AMOUNTS OWING ON THIS NOTE HAVE BEEN PAID IN
FULL.

WARNING - BY SIGNING THIS PAPER YOU GIVE UP YOUR
RIGHT TO NOTICE AND COURT TRIAL.  IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY
BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN
BE USED TO COLLECT FROM REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE
CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY
WITH THE AGREEMENT, OR ANY OTHER CAUSE.


IN WITNESS WHEREOF, the Company has executed and
delivered this Note as of the date first stated above.

POPMAIL.COM, INC.


By:______________________________
Title:____________________________



Acknowledged and agreed to this 
21st day of December, 2000.


THE SHAAR FUND LTD.,



By:	Shaar Advisory Services, N.V.

 (the advisor to The Shaar Fund Ltd.)


By:  						


Name:   W. J. Langeveld

Title:      Managing Director





	EXHIBIT A



NOTICE OF CONVERSION
AT THE ELECTION OF THE HOLDER

(To Be Signed Only Upon Conversion of Note)


TO POPMAIL.COM, INC.

The undersigned, the holder of the foregoing Note, hereby
surrenders such Note for conversion into shares of Common Stock of POPMAIL.COM,
INC., to the extent of $_____ of the unpaid principal amount of such Note, and
requests that the certificates for such shares be issued  in  the  name  of,
and  delivered  to,  ______________  whose  address  is
________________________________.  


Dated: __________________________________



_________________________________














 (Signature must conform in all respects to 













name of holder as specified on the face of 
the Note)



_________________________________
(Address)


EX-10.62
34
exh1062.htm
EXHIBIT











Exhibit 10.62


AMENDMENT NO. 2 TO THE LOAN AGREEMENT AND NOTES


	This Amendment No. 2 to the Loan Agreement and Notes is entered into
on February 8, 2001 by and among GSI Ventures, LLC, an Ohio limited liability
company ("Lender") PopMail.com, inc., a Minnesota corporation (the
"Borrower"), SDK Investments, Inc., an Ohio corporation ("SDKI"),
PopMail Network, Inc., a Texas corporation ("PNI"), Fan Asylum, Inc., a
California corporation ("FAI"), Café Odyssey, LLC, a Minnesota
limited liability company ("COL") to amend (i) that certain Loan
Agreement dated December 1, 2000, as amended on December 8, 2000, by and between
the parties hereto, and (ii) the Notes (as defined below). 

	In consideration of the mutual covenants and agreements contained herein
and other good and valuable consideration, the receipt, sufficiency and adequacy
of which are hereby acknowledged, the parties hereby covenant and agree as
follows:



Amendment to Agreement. The parties do hereby agree to amend the
Agreement as follows:



New Section 2.4.  A new Section 2.4 is hereby added to the Agreement
immediately following Section 2.3 and reads as follows:








Particular Provisions in the Warrants.  The Lender Warrant issued
pursuant to this Agreement shall include a provision that, at the sole
discretion of the Lender, allows for the issuance of shares of Common Stock to
the members of the Lender upon exercise of the Lender Warrant. All Warrants
issued pursuant to this Agreement shall have a provision substantially similar
to the following:





Notwithstanding anything herein to the contrary, in no event shall the
holder be permitted to exercise this Warrant for shares of Common Stock to the
extent that (x) the number of shares of Common Stock beneficially owned by such
Holder (other than shares of Common Stock issuable upon exercise of this
Warrant) plus (y) the number of shares of Common Stock issuable upon exercise of
this Warrant, would be equal to or exceed 4.9% of the number of shares of Common
Stock then issued and outstanding, including shares issuable upon exercise of
this Warrant held by such holder after application of this Section ___.  As used
herein, beneficial ownership shall be determined in accordance with Section
13(d) of the Exchange Act.  To the extent that the limitation contained in this
Section ___ applies, the determination of whether this Warrant is exercisable
(in relation to other securities owned by the holder) and of which a portion of
this Warrant is exercisable shall be in the sole discretion of such holder, and
the submission of a Notice of Exercise shall be deemed to be such holder's
determination of whether this Warrant is exercisable (in relation to other
securities owned by such holder) and of which portion of this Warrant is
exercisable, in each case subject to such aggregate percentage limitation, and
the Company shall have no obligation to verify or confirm the accuracy of such
determination.  Nothing contained herein shall be deemed to restrict the right
of a holder to exercise this Warrant into shares of Common Stock at such time as
such exercise will not violate the provisions of this Section ___.  The
provisions of this Section ___ may be waived by the Holder of this Warrant upon,
at the election of the Holder, with 61 days' prior notice to the Company, and
the provisions of this Section ___ shall continue to apply until such
61st day (or such later date as may be specified in such notice of
waiver).  No exercise of this Warrant in violation of this Section ___ but
otherwise in accordance with this Warrant shall affect the status of the Common
Stock issued upon such exercise as validly issued, fully-paid and
nonassessable.






New Section 1.7.  A new Section 1.7 is added to the Agreement
immediately following Section 1.6,  and  reads as follows:





Limitations on Issuance of Common Stock.  The Notes issued pursuant to
this Agreement shall include a provision substantially similar to the
following:


Notwithstanding anything herein to the contrary, in no event shall the
Holder be permitted to receive Conversion Shares upon exercising its conversion
rights or Common Stock as payment for accrued interest on this Note
(collectively referred to as "Conversion Rights") to the extent that
(x) the number of shares of Common Stock beneficially owned by the Holder (other
than shares of Common Stock issuable upon exercise of Holder's Conversion
Rights) plus (y) the number of shares of Common Stock issuable upon exercise of
the Holder's Conversion Rights, would be equal to or exceed 4.9% of the number
of shares of Common Stock then issued and outstanding, including shares issuable
upon exercise of the Holder's Conversion Rights after application of this
Section ___.  As used herein, beneficial ownership shall be determined in
accordance with Section 13(d) of the Securities Exchange Act of 1934 (the
"Exchange Act").  To the extent that the limitation contained in this
Section ___ applies, the determination of whether Holder may exercise its
Conversion Rights (in relation to other securities owned by the Holder) and of
which a portion of the Conversion Rights are exercisable shall be in the sole
discretion of the Holder, and the submission of a Holder Conversion Notice (or
written notice in the case of payment of accrued interest in shares of Common
Stock) shall be deemed to be the Holder's determination of whether the
Conversion Rights are exercisable (in relation to other securities owned by the
Holder) and of which portion of the Conversion Rights are exercisable, in each
case subject to such aggregate percentage limitation, and the Company shall have
no obligation to verify or confirm the accuracy of such determination.  Nothing
contained herein shall be deemed to restrict the right of the Holder to exercise
its Conversion Rights at such time as such exercise will not violate the
provisions of this Section ___.  The provisions of this Section ___ may be
waived by the Holder upon, at the election of the Holder, 61 days' prior notice
to the Company, and the provisions of this Section ___ shall continue to apply
until such 61st day (or such later date as may be specified in such
notice of waiver).  No exercise of the Conversion Rights in violation of this
Section ___ but otherwise in accordance with this Note shall affect the status
of the Common Stock issued upon such exercise as validly issued, fully-paid and
nonassessable.


Amendment To Notes.  Those certain series of Convertible Promissory
Notes With Cognovit Provision issued by the Company pursuant to the Agreement
and dated December 1, 2000 in the amount of $400,000, December 8, 2000 in the
amount of $100,000, December 13, 2000 in the amount of $100,000 and December 15,
2000 in the amount of $100,000 (collectively the "Notes" or
individually as a "Note") are hereby amended as follows:





New Section 3.4.  A new Section 3.4 is added to the Notes immediately
following Section 3.3, which shall read as follows:

Limitations on Issuance of Common Stock.  Notwithstanding anything
herein to the contrary, in no event shall the Holder be permitted to receive
Conversion Shares upon exercising its conversion rights or Common Stock as
payment for accrued interest on this Note (collectively referred to as
"Conversion Rights") to the extent that (x) the number of shares of
Common Stock beneficially owned by the Holder (other than shares of Common Stock
issuable upon exercise of Holder's Conversion Rights) plus (y) the number of
shares of Common Stock issuable upon exercise of the Holder's Conversion Rights,
would be equal to or exceed 4.9% of the number of shares of Common Stock then
issued and outstanding, including shares issuable upon exercise of the Holder's
Conversion Rights after application of this Section 3.4.  As used herein,
beneficial ownership shall be determined in accordance with Section 13(d) of the
Securities Exchange Act of 1934 (the "Exchange Act").  To the extent
that the limitation contained in this Section 3.4 applies, the determination of
whether Holder may exercise its Conversion Rights (in relation to other
securities owned by the Holder) and of which a portion of the Conversion Rights
are exercisable shall be in the sole discretion of the Holder, and the
submission of a Holder Conversion Notice (or written notice in the case of
payment of accrued interest in shares of Common Stock) shall be deemed to be the
Holder's determination of whether the Conversion Rights are exercisable (in
relation to other securities owned by the Holder) and of which portion of the
Conversion Rights are exercisable, in each case subject to such aggregate
percentage limitation, and the Company shall have no obligation to verify or
confirm the accuracy of such determination.  Nothing contained herein shall be
deemed to restrict the right of the Holder to exercise its Conversion Rights at
such time as such exercise will not violate the provisions of this Section 3.4.
The provisions of this Section 3.4 may be waived by the Holder upon, at the
election of the Holder, 61 days' prior notice to the Company, and the provisions
of this Section 3.4 shall continue to apply until such 61st day (or
such later date as may be specified in such notice of waiver).  No exercise of
the Conversion Rights in violation of this Section 3.4 but otherwise in
accordance with this Note shall affect the status of the Common Stock issued
upon such exercise as validly issued, fully-paid and nonassessable.

Section 3.2(c).  Section 3.2(c) is hereby amended and superceded in
its entirety with the following:



(c)	Market Price.  The term "Market Price" shall mean
$.125.


Capitalized Terms.  All capitalized terms not otherwise defined
herein shall have the same meaning as in the Agreement or the Notes.

<SIGNATURE PAGE TO FOLLOW>

In Witness Whereof, the parties hereto have executed this Amendment No 2 to
the Loan Agreement and Notes as of the date first written above.

BORROWER:
POPMAIL.COM, INC., 

By:						

Its:___________________________

PMI:
POPMAIL NETWORK, INC.

By:						

Its:___________________________

LENDER:
GSI VENTURES, LLC,

By: SDK INVESTMENTS, INC., Manager
By:___________________________________
Stephen D. King
President

FAI:
FAN ASYLUM, INC.

By:						

Its:___________________________

SDKI:
SDK INVESTMENTS, INC., 

By:						

Stephen D. King
President

COL:
CAFE ODYSSEY, LLC

By:						

Its:___________________________






















EX-10.63
35
exh1063.htm
EXHIBIT











Exhibit 10.63


	STOCK PURCHASE AGREEMENT


	BETWEEN


	TIM McQUAID 


	AND


	PopMail.com, inc.



	February 14, 2001





	STOCK PURCHASE AGREEMENT

This Agreement entered into as of February 14, 2001, by and among
PopMail.com, inc., a Minnesota corporation ("Seller" and/or
"Shareholder"), and Tim McQuaid ("Buyer"). The Seller and
Buyer are referred to collectively herein as the "Parties," and
individually as a "Party."

The Seller owns all of the outstanding capital stock of Fan Asylum, Inc., a
California corporation (the "Target").

This Agreement contemplates a transaction in which the Buyer will purchase
from the Seller, and the Seller will sell to the Buyer, all of the outstanding
capital stock of the Target in return for cash and the other consideration set
forth herein.


1. Definitions.


"Adverse Consequences" means all actions, suits, proceedings,
hearings, investigations, charges, complaints, claims, demands, injunctions,
judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs,
reasonable amounts paid in settlement, liabilities, obligations, taxes, liens,
losses, expenses, and fees, including court costs and reasonable attorneys' fees
and expenses.

"Affiliate" has the meaning set forth in Rule 12b-2 of the regulations
promulgated under the Securities Exchange Act.

"Affiliated Group" means any affiliated group within the meaning of
Code  1504(a) or any similar group defined under a similar provision of state,
local or foreign law.

"Allocable Portion" means with respect to the share of any Seller in a
particular amount that fraction equal to the number of Target Shares the Seller
holds as set forth in  4(b) of the Disclosure Schedule over the total number of
outstanding Target Shares.

"Buyer" has the meaning set forth in the preface above.




"Cash" means cash and cash equivalents (including marketable
securities and short term investments) calculated in accordance with GAAP
applied on a basis consistent with the preparation of the Financial
Statements.

"Closing" has the meaning set forth in  2(f) below.

"Closing Date" has the meaning set forth in  2(f) below.

"COBRA" means the requirements of Part 6 of Subtitle B of Title I of
ERISA and Code  4980B.

"Code" means the Internal Revenue Code of 1986, as amended.

"Confidential Information" means any information concerning the
businesses and affairs of the Target that is not already generally available to
the public.

"Employee Benefit Plan" means any (a) nonqualified deferred
compensation or retirement plan or arrangement, (b) qualified defined
contribution retirement plan or arrangement which is an Employee Pension Benefit
Plan, (c) qualified defined benefit retirement plan or arrangement which is an
Employee Pension Benefit Plan (including any Multiemployer Plan), or (d)
Employee Welfare Benefit Plan or material fringe benefit or other retirement,
bonus, or incentive plan or program.

"Employee Pension Benefit Plan" has the meaning set forth in ERISA
 3(2).

"Employee Welfare Benefit Plan" has the meaning set forth in ERISA
 3(1).

"Environmental, Health, and Safety Requirements" shall mean all
federal, state, local and foreign statutes, regulations, and ordinances
concerning public health and safety, worker health and safety, and pollution or
protection of the environment, including without limitation all those relating
to the presence, use, production, generation, handling, transportation,
treatment, storage, disposal, distribution, labeling, testing, processing,
discharge, release, threatened release, control, or cleanup of any hazardous
materials, substances or wastes, as such requirements are enacted and in effect
on or prior to the Closing Date.

"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

"ERISA Affiliate" means each entity which is treated as a single
employer with Seller for purposes of Code  414.
"GAAP" means United States generally accepted accounting principles as
in effect from time to time.

"Income Tax" means any federal, state, local, or foreign income tax,
including any interest, penalty, or addition thereto, whether disputed or
not.

"Income Tax Return" means any return, declaration, report, claim for
refund, or information return or statement relating to Income Taxes, including
any schedule or attachment thereto.

"Knowledge" means actual knowledge without independent investigation.

"Multiemployer Plan" has the meaning set forth in ERISA  3(37).

"Ordinary Course of Business" means the ordinary course of business
consistent with part custom and practice (including with respect to quantity and
frequency).

"Party" has the meaning set forth in the preface above.

"PBGC" means the Pension Benefit Guaranty Corporation.

"Person" means an individual, a partnership, a corporation, an
association, a joint stock company, a trust, a joint venture, an unincorporated
organization, or a governmental entity (or any department, agency, or political
subdivision thereof).

"Purchase Price" has the meaning set forth in  2(b) below.

"Reportable Event" has the meaning set forth in ERISA  4043.

"Securities Act" means the Securities Act of 1933, as amended.

"Securities Exchange Act" means the Securities Exchange Act of 1934,
as amended.

"Security Interest" means any mortgage, pledge, lien, encumbrance,
charge, or other security interest, other than (a) mechanic's, materialmen's,
and similar liens, (b) liens for taxes not yet due and payable or for taxes that
the taxpayer is contesting in good faith through appropriate proceedings, (c)
purchase money liens and liens securing rental payments under capital lease
arrangements, and (d) other liens arising in the Ordinary Course of Business and
not incurred in connection with the borrowing of money.

"Seller" has the meaning set forth in the preface above.

"Subsidiary" means any corporation with respect to which a specified
Person (or a Subsidiary thereof) owns a majority of the common stock or has the
power to vote or direct the voting of sufficient securities to elect a majority
of the directors.

"Target" has the meaning set forth in the preface above.

"Target Share" means any share of the Common Stock of the Target.

"Third Party Claim" has the meaning set forth in  8(d) below.

2. Purchase and Sale of Target Shares.


(a) Basic Transaction. On and subject to the terms and conditions of
this Agreement, the Buyer agrees to purchase from the Seller, the Seller agrees
to sell to the Buyer, all of its Target Shares for the consideration specified
below in this  2.

(b) Purchase Price. The Buyer agrees to pay to the Seller at the
Closing the "Purchase Price" by delivery of (i) $100,000 in cash by wire
transfer or other delivery of immediately available funds (disbursement of which
is subject to post-closing covenants as described herein), (ii) the forfeiture
of all rights to receive additional PopMail stock, beyond the 87,673 shares
purchased on or about October 12, 2000 which are currently in escrow and to
which he is currently entitled and (iii) the release of all claims against
Seller, Seller's subsidiaries, past and present officers and directors of Seller
and Seller's subsidiaries, and agents, attorneys, consultants and employees of
Seller.  In addition, (A) McQuaid shall not be entitled to the 280,000 earn-out
shares or any shares which would otherwise be issued in connection with his
reset rights under the agreement by which PopMail.com, inc. bought the shares of
Fan Asylum and (B) PopMail.com, inc. shall have a 15% carried interest in
Target, such that if Target shall be sold before January 31, 2004, PopMail.com,
inc. shall receive 15% of the net sales proceeds arising from the sale of
Target.

(c)  Liabilities of Target.  Buyer takes the stock of Target subject
to all the liabilities of Target as they existed as of the Closing Date.

(d)	Releases.  On Closing, Buyer shall release
Seller of any and all claims it may have up through the date of Closing of this
Agreement.  Seller shall release Buyer, Buyer's subsidiaries, past and present
officers and directors of Buyer and Buyer's subsidiaries, and agents, attorneys,
consultants and employees of Buyer of any and all claims it may have against
Buyer up through the date of Closing of this Agreement, including any rights
under the Covenant not to Compete contained in the  June 14, 2000 Stock Purchase
Agreement and/or Employment Agreement and/or Non-Compete Agreement between Tim
McQuaid and Popmail.com and Fan Asylum, Inc. (together, the "2000 Stock
Purchase Agreement").

(e)  Popmail Shares.  The 87,673 shares of
PopMail.com, inc. referenced in 2(b) above shall be released from escrow to
Buyer upon the Closing, and shall be included in the next registration statement
which PopMail.com, inc. prepares and be `locked up' (no public sale allowed) for
90 days from the Closing Date.  Provided, however, that if said registration
statement is not accepted, PopMail.com, inc. agrees to include said share on
each subsequent registration statement which it files for any stock of the same
class. 

(f) The Closing. The closing of the transactions
contemplated by this Agreement (the "Closing") shall take place at the
offices of McQuaid, Metzler, Bedford & Van Zandt, commencing at 5:00 p.m.
local time on or before February 15, 2001 or such other date as the Buyer and
Seller may mutually determine (the "Closing Date).

(g) Deliveries at the Closing. At the Closing, (i) the
Seller will deliver to the Buyer the various certificates, instruments, and
documents referred to in  7(a) below, (ii) the Buyer will deliver to the Seller
the various certificates, instruments, and documents referred to in  7(b) below,
(iii) the Seller will deliver to the Buyer stock certificates representing all
of his or its Target Shares, endorsed in blank or accompanied by duly executed
assignment documents, and will deliver all of Target's corporate and financial
records, and the releases of liens described in   3(a)(v) below, iv) the Buyer
will deliver to Seller the cash consideration specified in  2(b) above, and (v)
the Seller will deliver to the Buyer the shares of PopMail.com, inc. described
in  2(e) above. 

3. Representations and Warranties Concerning the
Transaction.


(a) Representations and Warranties of the Seller.
Seller represents and warrants to the Buyer that the statements contained in
this  3(a) are correct and complete as of the date of this Agreement and will be
correct and complete as of the Closing Date (as though made then and as though
the Closing Date were substituted for the date of this Agreement throughout this
 3(a)) with respect to himself or itself, except as set forth herein.

(i) Organization of Seller. Seller is a corporation
duly organized, validly existing, and in good standing under the laws of the
jurisdiction of its incorporation.

(ii) Authorization of Transaction. The Seller has full
power and authority (including, if the Seller is a corporation, full corporate
power and authority) to execute and deliver this Agreement and to perform his or
its obligations hereunder. This Agreement constitutes the valid and legally
binding obligation of the Seller, enforceable in accordance with its terms and
conditions. The Seller need not give any notice to, make any filing with, or
obtain any authorization, consent, or approval of any government or governmental
agency in order to consummate the transactions contemplated by this
Agreement.

(iii) Noncontravention. Other than the liens
specifically identified in  3(a)(v) below, neither the execution and the
delivery of this Agreement, nor the consummation of the transactions
contemplated hereby, will (A) violate any constitution, statute, regulation,
rule, injunction, judgment, order, decree, ruling, charge, or other restriction
of any government, governmental agency, or court to which the Seller is subject
or, if the Seller is a corporation, any provision of its charter or bylaws or
(B) conflict with, result in a breach of, constitute a default under, result in
the acceleration of, create in any party the right to accelerate, terminate,
modify, or cancel, or require any notice under any agreement, contract, lease,
license, instrument, or other arrangement to which the Seller is a party or by
which it is bound or to which any of its assets is subject.

(iv) Brokers' Fees. The Seller has no liability or
obligation to pay any fees or commissions to any broker, finder, or agent with
respect to the transactions contemplated by this Agreement for which the Buyer
could become liable or obligated.

(v) Target Shares. The Seller holds of record and owns
beneficially 1,000 Target Shares, free and clear of any restrictions on transfer
(other than restrictions under the Securities Act and state securities laws),
taxes, Security Interests, options, warrants, purchase rights, contracts,
commitments, equities, claims, and demands.  The Seller is not a party to any
option, warrant, purchase right, or other contract or commitment that could
require the Seller to sell, transfer, or otherwise dispose of any capital stock
of the Target (other than this Agreement). The Seller is not a party to any
voting trust, proxy, or other agreement or understanding with respect to the
voting of any capital stock of the Target.  In addition to, and not by way of
limitation of the foregoing, Seller specifically warrants that it will deliver
the Target Shares free and clear of any liens held or purported to be held by
the Shaar Fund Ltd., SDK Investments, GSI Ventures, LLC, or Stephen King or any
Affiliate of any of them.

(b) Representations and Warranties of the Buyer. Buyer
represents and warrants to the Seller that the statements contained in this
 3(b) are correct and complete as of the date of this Agreement and will be
correct and complete as of the Closing Date (as though made then and as though
the Closing Date were substituted for the date of this Agreement throughout this
 3(b)), except as set forth herein.


(i) Authorization of Transaction. The Buyer has full
power and to execute and deliver this Agreement and to perform his obligations
hereunder. This Agreement constitutes the valid and legally binding obligation
of the Buyer, enforceable in accordance with its terms and conditions. The Buyer
need not give any notice to, make any filing with, or obtain any authorization,
consent, or approval of any government or governmental agency in order to
consummate the transactions contemplated by this Agreement.

(ii) Noncontravention, Neither the execution and the
delivery of this Agreement, nor the consummation of the transactions
contemplated hereby, will (A) violate any constitution, statute, regulation,
rule, injunction, judgment, order, decree, ruling, charge, or other restriction
of any government, governmental agency, or court to which the Buyer is subject
or any provision of its charter or bylaws or (B) conflict with, result in a
breach of, constitute a default under, result in the acceleration of, create in
any party the right to accelerate, terminate, modify, or cancel, or require any
notice under any agreement, contract, lease, license, instrument, or other
arrangement to which the Buyer is a party or by which it is bound or to which
any of its assets is subject.

(iii) Brokers' Fees. Buyer has no liability or
obligation to pay any fees or commissions to any broker, finder, or agent with
respect to the transactions contemplated by this Agreement for which any Seller
could become liable or obligated.

(iv) Investment. The Buyer is not acquiring the Target
Shares with a view to or for sale in connection with any distribution thereof
within the meaning of the Securities Act.

4. Representations and Warranties Concerning the
Target. Subject to the representations and warranties given by the Selling
Shareholders in Article IV of the 2000 Stock Purchase Agreement being correct in
all material respects, Seller makes the following Representations and
Warranties:

(a) Organization, Qualification, and Corporate Power.
Target is a corporation duly organized, validly existing, and in good standing
under the laws of the jurisdiction of its incorporation. 

(b) Capitalization. The entire authorized capital
stock of the Target consists of ten million (10,000,000) Target Shares, of which
one thousand (1,000) Target Shares are issued and outstanding. All of the issued
and outstanding Target Shares have been duly authorized, are validly issued,
fully paid, and nonassessable, and are held of record by. There are no
outstanding or authorized options, warrants, purchase rights, subscription
rights, conversion rights, exchange rights, or other contracts or commitments
that could require the Target to issue, sell, or otherwise cause to become
outstanding any of its capital stock. There are no outstanding or authorized
stock appreciation, phantom stock, profit participation, or similar rights with
respect to the Target.

(c) Title to Tangible Assets. The Target has good and
marketable title to, or a valid leasehold interest in, the material tangible
assets it uses regularly in the conduct of its business.

(d) Tax Matters.  Seller will be responsible for all
state and federal Income Tax Returns that Target is or was required to file
while the Seller owned Target through the Closing Date, and has or will pay all
Income Taxes owing, except where the failure to file Income Tax Returns or to
pay Income Taxes would not have a material adverse effect on the financial
condition of the Target taken as a whole.  Seller covenants that it will not
report in any Income Tax Return or related filing any allocation to Target of
items of income or expenses that is not reflected on the books as maintained by
Target for the time that Seller has been the owner of Target's shares, except to
the extent that such allocation is required by the Code or regulations
thereunder. 

(e) Real Property.  Target owns no real estate, and
leases its current office property from Buyer.

(f) Intellectual Property.  Seller has not transferred
any of the intellectual property held by Target when it was acquired by Seller
to any party.  Any Intellectual Property held by Seller as of the date of
acquisition of Target by Seller, unless it has expired, lapsed or otherwise been
terminated through no fault of Seller, remains the property of Target.  
(g) Contracts. Seller has not caused Target to enter
into any contract not signed by Tim McQuaid.

(h) Litigation. To the Knowledge of Seller, other than
the case of Law and Cerreta v. McQuaid and Fan Asylum, Inc. (Civ. Case No.
314245, San Francisco Superior Court) there is no instance in which the Target
(i) is subject to any outstanding injunction, judgment, order, decree, ruling,
or charge or (ii) is a party to any action, suit, proceeding, hearing, or
investigation of, in, or before any court or quasi-judicial or administrative
agency of any federal, state, local, or foreign jurisdiction, except where the
injunction, judgment, order, decree, ruling, action, suit, proceeding, hearing,
or investigation would not have a material adverse effect on the financial
condition of the Target taken as a whole.

(i) Disclaimer of other Representations and
Warranties. Except as expressly set forth in Sections 2(e), 3 and this
Section 4, the Seller make no representation or warranty, express or implied, at
law or in equity, in respect of the Target, its Subsidiaries, or any of their
respective assets, liabilities or operations, including, without limitation,
with respect to merchantability or fitness for any particular purpose, and any
such other representations or warranties are hereby expressly disclaimed. Buyer
hereby acknowledges and agrees that, except to the extent specifically set forth
in Section 3 and this Section 4, the Buyer is purchasing the Target shares on an
"as-is, where-is" basis.

5. Pre-Closing Covenants. The Parties agree as follows
with respect to the period between the execution of this Agreement and the
Closing.

(a) General. Each of the Parties will use his or its
reasonable best efforts to take all action and to do all things necessary in
order to consummate and make effective the transactions contemplated by this
Agreement (including satisfaction, but not waiver, of the closing conditions set
forth in  7 below).

(b) Exclusivity. Seller will not (and the Seller will
not cause or permit Target to) solicit, initiate, or encourage the submission of
any proposal or offer from any Person relating to the acquisition of all or
substantially all of the capital stock or assets of Target (including any
acquisition structured as a merger, consolidation, or share exchange);
provided, however, that the Seller, the Target, and their directors and
officers will remain free to participate in any discussions or negotiations
regarding, furnish any information with respect to, assist or participate in, or
facilitate in any other manner any effort or attempt by any Person to do or seek
any of the foregoing to the extent their fiduciary duties may require.

6. Post-Closing Covenants. The Parties agree as
follows with respect to the period following the Closing.

(a) General. In case at any time after the Closing any
further action is necessary to carry out the purposes of this Agreement, each of
the Parties will take such further action (including the execution and delivery
of such further instruments and documents) as any other Party reasonably may
request, all at the sole cost and expense of the requesting Party (unless the
requesting Party is entitled to indemnification therefor under  8 below).

(b) Litigation Support. In the event and for so long
as any Party actively is contesting or defending against any action, suit,
proceeding, hearing, investigation, charge, complaint, claim, or demand in
connection with (i) any transaction contemplated under this Agreement or (ii)
any fact, situation, circumstance, status, condition, activity, practice, plan,
occurrence, event, incident, action, failure to act, or transaction on or prior
to the Closing Date involving Target, each of the other Parties shall cooperate
with him or it and his or its counsel in the defense or contest, make available
their personnel, and provide such testimony and access to their books and
records as shall be necessary in connection with the defense or contest, all at
the sole cost and expense of the contesting or defending Party (unless the
contesting or defending Party is entitled to indemnification therefor under  8
below).

(c) Funding.  (i) Any capital (or funding of any kind)
advanced to Target by Seller on or after January 31, 2001 and through the date
of Close shall be reimbursed to Seller at Closing. (ii) Buyer commits to
providing a minimum of $200,000 in funding to Target within 90 days of
Closing.

	(d) Disbursements from Escrows. So long as all other
conditions of this Agreement are satisfied, Buyer and Seller covenant to execute
escrow instructions at Closing which pertain to the escrow held by the law firm
of Maslon Edelman Borman & Brand, LLP (the "Escrow Agent")
instructing the Escrow Agent to disburse $50,000 of $100,000 in its possession
to Seller and to hold the remaining $50,000 in accordance with this Section
6(d). Buyer shall thereafter cause Target to endeavor to secure a suitable fan
club contract with Aerosmith. Seller shall file a registration statement which
includes Buyer's 87,673 shares of PopMail.com, inc. described in sections 2(b)
and 2(e) above. If and only if a contract with Aerosmith is secured, and said
registration statement is filed, both to be consummated no later than 60 days
following the Closing, then Buyer and Seller covenant to execute further escrow
instructions  to the Escrow Agent instructing it to disburse the remaining
$50,000 of $100,000 in its possession to Seller. If either condition is not
satisfied within 60 days following the Closing, then the Escrow Agent shall
return the remaining $50,000 in funds in its possession to Buyer, and Buyer
shall have no further obligation 
to Seller.


7. Conditions to Obligation to Close.


(a) Conditions to Obligation of the Buyer. The
obligation of the Buyer to consummate the transactions to be performed by it in
connection with the Closing is subject to satisfaction of the following
conditions:

(i) the representations and warranties set forth in  3(a) and
 4 above shall be true and correct in all material respects at and as of the
Closing Date;

(ii) the Seller shall have performed and complied with all of
its covenants hereunder in all material respects through the Closing;

(iii) there shall not be any injunction, judgment, order,
decree, ruling, or charge in effect preventing consummation of any of the
transactions contemplated by this Agreement;

(iv) the Seller shall have delivered to the Buyer a
certificate to the effect that each of the conditions specified above in
 7(a)(i)-(iii) is satisfied in all respects; 

(v) all actions to be taken by the Seller in connection with
consummation of the transactions contemplated hereby and all certificates,
opinions, instruments, and other documents required to effect the transactions
contemplated hereby will be satisfactory in form and substance to the Buyer.

The Buyer may waive any condition specified in this  7(a) if
it executes a writing so stating at or prior to the Closing.

(b) Conditions to Obligation of the Seller. The
obligation of the Seller to consummate the transactions to be performed by them
in connection with the Closing is subject to satisfaction of the following
conditions:

(i) the representations and warranties set forth in  3(b)
above shall be true and correct in all material respects at and as of the
Closing Date;

(ii) the Buyer shall have performed and complied with all of
its covenants hereunder in all material respects through the Closing;

(iii) there shall not be any injunction, judgment, order,
decree, ruling, or charge in effect preventing consummation of any of the
transactions contemplated by this Agreement;

(iv) the Buyer shall have delivered to the Seller a
certificate to the effect that each of the conditions specified above in
 7(b)(i)-(iii) is satisfied in all respects;

(v) Seller's Board of Directors shall have approved and
Seller's secured lenders shall have approved and released all liens on Target
Stock and Target assets;

(vi) all actions to be taken by the Buyer in connection with
consummation of the transactions contemplated hereby and all certificates,
opinions, instruments, and other documents required to effect the transactions
contemplated hereby will be [reasonably] satisfactory in form and substance to
the Requisite Seller.

Seller may waive any condition specified in this  7(b) if it
executes a writing so stating at or prior to the Closing.
8. Survival of Representations and Warranties.


Other than as set forth in  4(d) and in  4(f) above, none of
the representations and warranties of the Seller contained in  4 above shall
survive the Closing hereunder. All of the representations and warranties of the
Parties contained in  3 above shall survive the Closing (unless the damaged
Party knew or had reason to know of any misrepresentation or breach of warranty
at the time of Closing) and continue in full force and effect forever thereafter
(subject to any applicable statutes of limitations).

9. Termination.


(a) Termination of Agreement. Certain of the Parties
may terminate this Agreement as provided below:

(i) Buyer and Seller may terminate this Agreement by mutual
written consent at any time prior to the Closing;

(ii) the Buyer may terminate this Agreement by giving written
notice to Seller at any time prior to the Closing in the event (A) Seller has
given the Buyer any notice pursuant to this Agreement above and (B) the
development that is the subject of the notice has had a material adverse effect
upon the financial condition of the Target taken as a whole;

(iii) the Buyer may terminate this Agreement by giving
written notice to Seller at any time prior to the Closing (A) in the event
Seller has breached any material representation, warranty, or covenant contained
in this Agreement (other than the representations and warranties in  4 above) in
any material respect, the Buyer has notified Seller of the breach, and the
breach has continued without cure for a period of 15 days after the notice of
breach or (B) if the Closing shall not have occurred on or before February 15,
2001, (unless the failure results primarily from the Buyer itself breaching any
representation, warranty, or covenant contained in this Agreement); and

(iv) Seller may terminate this Agreement by giving written
notice to the Buyer at any time prior to the Closing (A) in the event the Buyer
has breached any material representation, warranty, or covenant contained in
this Agreement in any material respect, any of the Seller has notified the Buyer
of the breach, and the breach has continued without cure for a period of 15 days
after the notice of breach or (B) if the Closing shall not have occurred on or
before February 15, 2001, (unless the failure results primarily from Seller
breaching any representation, warranty, or covenant contained in this
Agreement).

(b) Effect of Termination. If any Party terminates
this Agreement pursuant to  9(a) above, all rights and obligations of the
Parties hereunder shall terminate without any liability of any Party to any
other Party (except for any liability of any Party then in breach); provided,
however, that the confidentiality provisions contained herein shall survive
termination.

10. Miscellaneous.


(a) Press Releases and Public Announcements. No Party
shall issue any press release or make any public announcement relating to the
subject matter of this Agreement without the prior written approval of the Buyer
and Seller; provided, however, that any Party may make any public
disclosure it believes in good faith is required by applicable law or any
listing or trading agreement concerning its publicly-traded securities (in which
case the disclosing Party will use its best efforts to advise the other Parties
prior to making the disclosure).

(b) No Third-Party Beneficiaries. This Agreement shall
not confer any rights or remedies upon any Person other than the Parties and
their respective successors and permitted assigns.

(c) Entire Agreement. This Agreement (including the
documents referred to herein) constitutes the entire agreement among the Parties
and supersedes any prior understandings, agreements, or representations by or
among the Parties, written or oral, to the extent they have related in any way
to the subject matter hereof.

(d) Succession and Assignment. This Agreement shall be
binding upon and inure to the benefit of the Parties named herein and their
respective successors and permitted assigns. No Party may assign either this
Agreement or any of his or its rights, interests, or obligations hereunder
without the prior written approval of the Buyer and Seller; provided,
however, that the Buyer may (i) assign any or all of its rights and
interests hereunder to one or more of its Affiliates and (ii) designate one or
more of its Affiliates to perform its obligations hereunder (in any or all of
which cases the Buyer nonetheless shall remain responsible for the performance
of all of its obligations hereunder).

(e) Counterparts. This Agreement may be executed in
one or more counterparts, each of which shall be deemed an original but all of
which together will constitute one and the same instrument.

(f) Headings. The section headings contained in this
Agreement are inserted for convenience only and shall not affect in any way the
meaning or interpretation of this Agreement.

(g) Notices. All notices, requests, demands, claims,
and other communications hereunder will be in writing. Any notice, request,
demand, claim, or other communication hereunder shall be deemed duly given if
(and then two business days after) it is sent by registered or certified mail,
return receipt requested, postage prepaid, and addressed to the intended
recipient as set forth below:

If to the Seller:		Copy to:


	PopMail.com, inc.		Maslon, Edelman, Borman &
Brand
	Attn:  Stephen Spohn	Attn:  William Mower
	1333 Corporate Drive	3300 Norwest Center
	Suite 350				Minneapolis, Minnesota 55402
	Irving, Texas 75038


If to the Buyer:
Fan Asylum, Inc.
Attn: Tim McQuaid
1250 Folsom Street
San Francisco, CA 94103

Copy to:
	McQuaid, Metzler, Bedford & Van Zandt, LLP
	Attn: J. Dennis McQuaid, Esq.
	221 Main Street, 16th Floor
	San Francisco, CA 94105

Any Party may send any notice, request, demand, claim, or
other communication hereunder to the intended recipient at the address set forth
above using any other means (including personal delivery, expedited courier,
messenger service, telecopy, telex, ordinary mail, or electronic mail), but no
such notice, request, demand, claim, or other communication shall be deemed to
have been duly given unless and until it actually is received by the intended
recipient. Any Party may change the address to which notices, requests, demands,
claims, and other communications hereunder are to be delivered by giving the
other Parties notice in the manner herein set forth.

(h) Governing Law. This Agreement shall be governed by and
construed in accordance with the domestic laws of the State of California
without giving effect to any choice or conflict of law provision or rule
(whether of the State of California or any other jurisdiction) that would cause
the application of the laws of any jurisdiction other than the State of
California.


(i) Amendments and Waivers. No amendment of any
provision of this Agreement shall be valid unless the same shall be in writing
and signed by the Buyer and Seller. No waiver by any Party of any default,
misrepresentation, or breach of warranty or covenant hereunder, whether
intentional or not, shall be deemed to extend to any prior or subsequent
default, misrepresentation, or breach of warranty or covenant hereunder or
affect in any way any rights arising by virtue of any prior or subsequent such
occurrence.

(j) Severability. Any term or provision of this
Agreement that is invalid or unenforceable in any situation in any jurisdiction
shall not affect the validity or enforceability of the remaining terms and
provisions hereof or the validity or enforceability of the offending term or
provision in any other situation or in any other jurisdiction.

(k) Expenses. Each of the Buyer, the Target, and the
Seller will bear its own costs and expenses (including legal fees and expenses)
incurred in connection with this Agreement and the transactions contemplated
hereby. 

(l) Construction. The Parties have participated
jointly in the negotiation and drafting of this Agreement. In the event an
ambiguity or question of intent or interpretation arises, this Agreement shall
be construed as if drafted jointly by the Parties and no presumption or burden
of proof shall arise favoring or disfavoring any Party by virtue of the
authorship of any of the provisions of this Agreement.  Any reference to any
federal, state, local, or foreign statute or law shall be deemed also to refer
to all rules and regulations promulgated thereunder, unless the context requires
otherwise. The word "including" shall mean including without limitation.

(m) Incorporation of Exhibits, Annexes, and Schedules.
The Exhibits, Annexes, and Schedules identified in this Agreement are
incorporated herein by reference and made a part hereof.

IN WITNESS WHEREOF, the Parties hereto have executed this
Agreement as of the date first above written.


PopMail.com, inc. 		PopMail.com, inc.		
Stephen J. Spohn, Secretary		Stephen J. Spohn, C.F.O.




By: ________________________		By: _______________________




TIM McQUAID




By: __________________________	



















EX-10.64
36
exh1064.htm
EXHIBIT











Exhibit 10.64

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE
SECURITIES LAWS OF CERTAIN STATES.  THESE SECURITIES ARE SUBJECT TO RESTRICTIONS
ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM.  HOLDERS SHOULD BE AWARE THAT THEY MAY BE
REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD
OF TIME.  THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN
FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED
TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE
SECURITIES LAWS.
PROMISSORY NOTE
$100,000.00		March 2, 2001
Minneapolis, MN
Subject to the terms and conditions of this Note, for good and valuable
consideration received in the form of fifty thousand dollars ($50,000) on March
2, 2001 and fifty thousand dollars ($50,000) on February 1, 2001, PopMail.com,
Inc., a Minnesota corporation (the "Company"), promises to pay to the
order of The Shaar Fund Ltd. (the "Holder"), the principal amount of
one hundred thousand dollars ($100,000.00), plus simple interest accrued on
unpaid principal from the date of this Note until paid at the rate of twelve
percent (12%) per annum, payable on demand.
The following is a statement of the rights of the Holder and the terms and
conditions to which this Note is subject, and to which the Holder hereof, by the
acceptance of this Note, agrees.  Neither Holder, its principals or affiliates
have any other obligations, liabilities or responsibilities to the Company
except as expressly set forth in this Note or as may otherwise be agreed to in
writing by the parties.
Payment.  The principal and accrued interest under this Note will be
paid to the Holder within five (5) days of demand by the Holder (the
"Maturity Date").  All payments of principal and/or interest under
this Note will be made by mail to the address of record of the Holder.

Events of Default.  If the Company defaults in the payment of any part
of the principal or interest of this Note when due and payable, and if such
default is not cured by the Company within five (5) business days after the
Holder has given the Company written notice of such default, then the Holder may
declare the entire unpaid principal and accrued interest on this Note
immediately due and payable, by notice in writing to the Company, without any
other presentment, demand, protest or other notice of any kind or character, all
of which are hereby expressly waived, anything herein to the contrary
notwithstanding.  
Assignment.  The rights and obligations of the Company and the Holder
will be binding upon and inure to the benefit of the successors, assigns, heirs,
administrators and transferees of the parties.  The Company may not assign this
Note without the express written consent of Holder. 
Waiver and Amendment.  Any provision of this Note may be amended,
waived or modified upon the written consent of the Company and the Holder.
Notices.  Any notice, request or other communication required or
permitted hereunder will be in writing and shall be deemed to have been duly
given if delivered (i) personally or telephonically (including by
facsimile), (ii) by email (if receipt thereof is confirmed by a separate message
delivered by the recipient to the sender), (iii) by courier, or (iv) mailed
by registered or certified mail, postage prepaid, at the respective addresses of
the parties as set forth herein.  Notice to the Holder shall be provided to: The
Shaar Fund Ltd., c/o Levinson Capital Management, Attention: Samuel Levinson, 2
World Trade Center, Suite 1820, New York, NY 10048.  Any party hereto may by
notice so given change its address for future notice under this Note.  Notice
will conclusively be deemed to have been given when personally delivered or when
deposited in the mail or delivered to a courier, or when sent by email following
confirmation in the manner set forth above and will be deemed to have been
received when delivered.  
Governing Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of Minnesota, excluding that body of law
relating to conflict of laws.
Headings.  All headings used herein are used for convenience only and
will not be used to construe or interpret this Note.  
IN WITNESS WHEREOF, the parties have caused this Note to be issued on March
2, 2001.
"COMPANY":
PopMail.com, Inc.


By: 		Stephen J. Spohn
Title: 		CFO
Address: 	PopMail.com, Inc.
		1333 Corporate Drive, Suite 350
		Irving, TX 75038


















EX-10.65
37
exh1065.htm
EXHIBIT













Exhibit 10.65


THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE
SECURITIES LAWS OF CERTAIN STATES.  THESE SECURITIES ARE SUBJECT TO RESTRICTIONS
ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM.  HOLDERS SHOULD BE AWARE THAT THEY MAY BE
REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD
OF TIME.  THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN
FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED
TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE
SECURITIES LAWS.
PROMISSORY NOTE
$80,000.00		March 13, 2001
Minneapolis, MN
Subject to the terms and conditions of this Note, for good and valuable
consideration received in the form of fifty thousand dollars ($50,000) on March
13, 2001 and thirty thousand dollars ($30,000) on March 16, 2001, PopMail.com,
Inc., a Minnesota corporation (the "Company"), promises to pay to the
order of The Shaar Fund Ltd. (the "Holder"), the principal amount of
eighty thousand dollars ($80,000.00), plus simple interest accrued on unpaid
principal from the date of this Note until paid at the rate of twelve
percent (12%) per annum, payable on demand.
The following is a statement of the rights of the Holder and the terms and
conditions to which this Note is subject, and to which the Holder hereof, by the
acceptance of this Note, agrees.  Neither Holder, its principals or affiliates
have any other obligations, liabilities or responsibilities to the Company
except as expressly set forth in this Note or as may otherwise be agreed to in
writing by the parties.
Payment.  The principal and accrued interest under this Note will be
paid to the Holder within five (5) days of demand by the Holder (the
"Maturity Date").  All payments of principal and/or interest under
this Note will be made by mail to the address of record of the Holder.

Events of Default.  If the Company defaults in the payment of any part
of the principal or interest of this Note when due and payable, and if such
default is not cured by the Company within five (5) business days after the
Holder has given the Company written notice of such default, then the Holder may
declare the entire unpaid principal and accrued interest on this Note
immediately due and payable, by notice in writing to the Company, without any
other presentment, demand, protest or other notice of any kind or character, all
of which are hereby expressly waived, anything herein to the contrary
notwithstanding.  
Assignment.  The rights and obligations of the Company and the Holder
will be binding upon and inure to the benefit of the successors, assigns, heirs,
administrators and transferees of the parties.  The Company may not assign this
Note without the express written consent of Holder.
Waiver and Amendment.  Any provision of this Note may be amended,
waived or modified upon the written consent of the Company and the Holder.
Notices.  Any notice, request or other communication required or
permitted hereunder will be in writing and shall be deemed to have been duly
given if delivered (i) personally or telephonically (including by
facsimile), (ii) by email (if receipt thereof is confirmed by a separate message
delivered by the recipient to the sender), (iii) by courier, or (iv) mailed
by registered or certified mail, postage prepaid, at the respective addresses of
the parties as set forth herein.  Notice to the Holder shall be provided to: The
Shaar Fund Ltd., c/o Levinson Capital Management, Attention: Samuel Levinson, 2
World Trade Center, Suite 1820, New York, NY 10048.  Any party hereto may by
notice so given change its address for future notice under this Note.  Notice
will conclusively be deemed to have been given when personally delivered or when
deposited in the mail or delivered to a courier, or when sent by email following
confirmation in the manner set forth above and will be deemed to have been
received when delivered.
Governing Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of Minnesota, excluding that body of law
relating to conflict of laws.
Headings.  All headings used herein are used for convenience only and
will not be used to construe or interpret this Note.  
IN WITNESS WHEREOF, the parties have caused this Note to be issued on March
13, 2001.
"COMPANY":
PopMail.com, Inc.


By: 		Stephen J. Spohn
Title: 		CFO
Address:	PopMail.com, Inc.
		1333 Corporate Drive, Suite 350
		Irving, TX 75038



















EX-10.66
38
exh1066.htm
EXHIBIT











Exhibit 10.66
INTERCREDITOR AND
SUBORDINATION AGREEMENT
	THIS INTERCREDITOR AND SUBORDINATION AGREEMENT (the
"Intercreditor Agreement") is made as of this ___ day of __________, 2001, by
and between GSI VENTURES, LLC, an Ohio limited liability company ("GSI"),
THE SHAAR FUND LTD. ("Shaar"), GREAT WESTERN BUSINESS SERVICES,
INC. ("GWBS"), a Texas corporation and FAIRVIEW PARTNERS, an Ohio
general partnership ("Fairview")(each individually a "Lender" and collectively
the "Lenders").


RECITALS:

	WHEREAS, Popmail.com, Inc., a Minnesota corporation (the
"Borrower"), is engaged in the business of (i) internet commerce and (ii) the
ownership and operation of two Café Odyssey restaurants located at 320
South Avenue, Mall of America, Bloomington, Minnesota 55425 (the "MOA
Restaurant") and at 500 16th Street, Suite 350, Denver, Colorado 80202 (the
"Denver Restaurant") (collectively, the MOA Restaurant and the Denver Restaurant
are referred to herein as the "Restaurant Operations"), which the MOA Restaurant
has been or will be purchased by SDK AD, LLC, an Ohio limited liability company,
and which the Denver Restaurant has been or will be purchased by SD KINGDM, LLC,
an Ohio limited liability company;

	WHEREAS, the Borrower and GSI are parties to that certain
Loan Agreement dated December 1, 2000, as amended pursuant to the Amendment No.
1 to the Loan Agreement dated December 8, 2000, Amendment No. 2 to the Loan
Agreement and Notes dated February 8, 2001 and other related agreements, all as
may be amended further from time to time (collectively, the "GSI Loan
Documents"), pursuant to which GSI has issued or will issue loans to Borrower in
the aggregate original principal amount of up to Four Million Dollars
($4,000,000) (the "GSI Debt").  Pursuant to the GSI Loan Documents, Borrower has
granted GSI a security interest in all of Borrower's assets related to the
Restaurant Operations (the "Collateral") and a security interest in all other
assets of the Borrower excluding the Restaurant Operations (the "Other
Collateral");

	WHEREAS, Borrower and GWBS have agreed to enter into a
certain Promissory Note to be dated  on or about February __, 2001 (the
"GWBS/Popmail Note"), GWBS and SDK AD, LLC have agreed to enter into a certain
Promissory Note to be dated of even date with the GWBS/Popmail Note, and GWBS
and SDKINGDM, LLC have agreed to enter into a certain Promissory Note to be
dated of even date with the GWBS/Popmail Note, and other related documents
thereto, all as may be amended further from time to time (collectively, the
"GWBS Loan Documents") pursuant to which Borrower, SDK AD, LLC and SDKINGDM, LLC
will be obligated to pay GWBS an aggregate principal amount for all three notes
of Eight Hundred Seventeen Thousand Dollars ($817,000.00) (the "GWBS Debt").
Pursuant to the GWBS Loan Documents, Borrower, SDK AD, LLC and SDKINGDM, LLC
have granted or will grant GWBS a security interest in the Collateral;

	WHEREAS, Borrower and Shaar are parties to that certain
Loan Agreement dated December 20, 2000 and other related agreements, all as may
be amended further from time to time (collectively, the "Shaar Loan Documents")
pursuant to which Shaar has issued a loan to Borrower in the original principal
amount of Two Hundred Thousand Dollars ($200,000) (the "Shaar Debt").  Pursuant
to the Shaar Loan Agreement, Borrower has granted Shaar a security interest in
the Collateral and the Other Collateral;

	WHEREAS, Borrower and Fairview are parties to that
certain Loan Agreement dated August 24, 1999, as amended pursuant to the
Amendment To Loan Documents and Agreement dated October 30, 2000 and other
related agreements (including the Assignment, Assumption and Modification
Agreement entered into or to be entered into between Fairview  SDK AD, LLC
("SDKAD"), SDKINGDM, LLC ("SDKINGDM") and Popmail.com, inc. concerning the
Fairview Debt (the "Fairview Agreement")), all as may be amended further from
time to time (collectively the "Fairview Loan Documents") pursuant to which
Fairview has issued a loan to Borrower in the original principal amount of Two
Million Dollars ($2,000,000) with a current outstanding principal balance of One
Million Five-Hundred Thousand Dollars ($1,500,000) (the "Fairview Debt").
Pursuant to the Fairview Loan Documents, Borrower has granted Fairview a
security interest in the Collateral (the GSI Loan Documents, GWBS Loan
Documents, Shaar Loan Documents and Fairview Loan Documents are sometimes
collectively referred to herein as the "Loan Documents") (the GSI Debt, GWBS
Debt and the Shaar Debt are sometimes collectively referred to as the
"Subordinate Debt" and GSI, GWBS and Shaar are sometimes collectively referred
to as "Subordinate Lenders" or individually as a "Subordinate Lender"); and

	WHEREAS, GSI, GWBS, Shaar and Fairview, each as a
creditor of Borrower, desire to enter into this Intercreditor Agreement for
purposes of setting forth the relative rights and interests of each party in and
to the collateral pledged by Borrower.

	NOW, THEREFORE, in consideration of the foregoing
Recitals, which are hereby incorporated herein as if fully set forth below, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:

	1. Subordination and Intercreditor Provisions.
	1.1 Subordination.  Subject to Section 1.3 of this
Intercreditor Agreement, each of the Subordinate Lenders agree that each
Subordinate Lender's right to receive scheduled payments of principal and/or
interest under their respective Loan Documents shall be subordinate and junior
to Fairview's right to receive scheduled payments of principal and/or interest
under the Fairview Loan Documents until such time as the Fairview Debt is repaid
in full.
	1.2 Insolvency, Etc.

	(a) Subject to Section 1.3 of
this Intercreditor Agreement, in the event of any insolvency, bankruptcy,
receivership, liquidation, reorganization or other similar proceedings
(collectively, "Bankruptcy Proceedings") relative to the Borrower or to the
Collateral, or in the event of any proceedings for voluntary liquidation,
dissolution or other winding up of the Borrower, whether or not involving
insolvency or bankruptcy, Fairview shall be entitled in any such proceedings to
receive payment from the sale or other distribution of the Collateral on account
of the Fairview Debt before the Subordinate Lenders are entitled in any such
proceedings to receive any payment on account of the Subordinate Debt from the
sale or other distribution of the Collateral, and to that end in any such
proceedings any payment or distribution of any kind or character of the
Collateral, whether in cash or in other property, to which the Subordinate
Lenders would be entitled but for the provisions hereof, shall be delivered to
Fairview to the extent necessary to make payment in full in cash of all Fairview
Debt remaining unpaid.

(b) The Subordinate Lenders at the request of Fairview shall
in any proceedings described in Section 00, in the name of Fairview, file
claims, proofs of claims and other instruments of similar character necessary to
enforce the obligations of the Borrower in respect of the Subordinate Debt.  In
the event that any Subordinate Lender shall fail to take such action within five
business days upon request by Fairview, Fairview may, on behalf of such
Subordinate Lender, demand, sue for, collect and receive any and all such monies
or other assets and give acquittance therefor, file any claim, proof of claim or
other instrument of similar character, and take such other action (in its own
name or in the name of such Subordinate Lender) as Fairview may reasonably deem
necessary or advisable for enforcement of the obligations of the Borrower in
respect of the Subordinate Debt; provided that, Fairview shall have no right to
take any action in the name of any Subordinate Lender related to the Other
Collateral.
	1.3 Other Collateral; Conversion Rights.  
 (a) 	Notwithstanding anything to the contrary in this
Intercreditor Agreement, nothing in this Intercreditor Agreement shall impair
the rights of the Subordinate Lenders to take any and all action to enforce
their respective rights in, or receive payments or distributions on account of a
sale or other disposition of the Other Collateral; provided,
however, the Subordinate Lenders shall not take any action to enforce
their respective rights in the Other Collateral that would have a material
adverse effect on the Collateral; provided further, that any
actions taken by a Subordinate Lender to enforce its rights on Other Collateral
that is not owned or in the possession of the holder of the Collateral shall be
deemed to not cause a material adverse effect on the Collateral.

(b) 	In the event of any Bankruptcy Proceedings relative
to the Borrower or the Other Collateral, or in the event of any proceedings for
voluntary liquidation, dissolution or other winding up of the Borrower, whether
or not involving insolvency or bankruptcy, GSI and Shaar shall be entitled in
any such proceedings to receive payment, on a pro rata basis from the sale or
other distribution of the Other Collateral on account of GSI Debt and Shaar Debt
before Fairview and GWBS are entitled in any such proceedings to receive any
payment on account of the Fairview Debt and GWBS Debt from the sale or other
distribution of the Other Collateral, and to that end in any such proceedings
any payment or distribution of any kind or character of the Other Collateral,
whether in cash or in other property, to which Fairview or GWBS would be
entitled but for the provisions hereof, shall be delivered to GSI and Shaar to
the extent necessary to make payment in full in cash of all GSI Debt and Shaar
Debt remaining unpaid.



(c) 	Notwithstanding anything to the contrary in this
Intercreditor Agreement, the Subordinate Lenders are permitted at any time to
exercise their rights to convert any of the Subordinate Debt into the common
stock of Borrower or accept any prepayments or payments on the Subordinate Debt
that are made with the Borrower's common stock or other equity securities of
Borrower.



	2. Security Interests;
Priority.
	2.1 Notwithstanding any conflicting terms or conditions
which may be contained in any of the Loan Documents, the time of filing or
renewal of any financing statement, the time of attachment of any security
interest or any other priority provided by law: (a) the security interests upon
the Collateral evidenced by the Fairview Loan Documents shall have priority over
all other security interests upon the Collateral evidenced by the Loan
Documents;  (b) the security interests upon the Collateral of GWBS evidenced by
the GWBS Loan Documents shall have priority over all other security interests
upon the Collateral evidenced by the Loan Documents, except those evidenced by
the Fairview Loan Documents; and (c) the security interests upon the Collateral
of GSI and Shaar shall be subordinate to all security interests evidenced by the
Fairview Loan Documents and GWBS Loan Documents and shall be pari passu with
respect to each other as evidenced by that certain Intercreditor Agreement
between GSI and Shaar dated December 21, 2000 (the "GSI/Shaar Intercreditor
Agreement").  Notwithstanding anything to the contrary herein, this
Intercreditor Agreement shall not affect the rights and obligations between
Shaar and GSI as set forth in the GSI/Shaar Intercreditor Agreement.
	2.2 Each Lender shall be solely responsible for
perfecting and maintaining the perfection of its security interests in and to
each item constituting the Collateral in which such Lender has been granted a
security interest.  The provisions of this Intercreditor Agreement are intended
solely to govern the respective lien priorities as between the Lenders and,
except as set forth herein, shall not impose on any Lender any obligations in
respect of the disposition of proceeds of foreclosure on any Collateral which
would conflict with prior perfected claims therein in favor of any other person
or any order or decree of any court or governmental authority or any applicable
law.  Notwithstanding anything to the contrary herein, the relative priority
arrangements set forth in this Intercreditor Agreement are expressly conditioned
on the non-avoidability and perfection of the security interests and/or liens
evidenced by the Loan Documents and if the security interests and/or liens
evidenced by the Loan Documents are not perfected or are voidable for any
reason, then such relative priority arrangements set forth herein shall not be
effective to the extent of any such avoidability or non-perfection;
provided, however, that this condition shall be null and void and
of no effect if at any time any Lender shall directly or indirectly take any
action to contest or challenge the validity, legality, enforceability,
perfection, priority or avoidability of any other Lender's loans or documents or
any of the security interests and/or liens of any other Lender in any of the
Collateral or if such action is taken by SDKAD or SDKINGDM while Fairview is the
manager of either such entity.
	2.3 The lien priorities provided in this Section 0 shall
not be altered or otherwise affected by any amendment, modification, supplement,
extension, renewal, restatement or refinancing of any indebtedness evidenced by
any of the Loan Documents.  The respective rights and priorities of each Lender
in any assets of the Borrower not specified herein shall not be affected in any
way by this Intercreditor Agreement.
	3. Default Under the Loan Documents.

	3.1 In the event that Borrower shall cause or permit
to occur an event of default under any of the Loan Documents, such Lender that
is a party to any such Loan Document (a "Notifying Lender") will, upon becoming
aware of the existence of such event of default, use its best efforts to notify
all other Lenders of the existence of such event of default.  Receipt by any
Lender of such a notice of default shall not cause any Lender to be obligated to
cure any such default.  Failure of a Notifying Lender to provide such notice of
default shall not result in any liability to any Lender in the absence of gross
negligence or willful misconduct.  Upon receiving notice from a Notifying Lender
of an event of default for failure to pay monies due and owing to any Lender
under any Loan Document, any Lender may, but is not required to, cure such
payment default on behalf of Borrower within ten (10) business days of receiving
notice of the payment default from a Notifying Lender.  During such ten (10)
business day period, if any Lender cures such payment default, Lenders shall not
take any action against Borrower with respect to such default.  In the event
that any Lender elects to cure such payment default, any amount such Lender pays
to any other Lender to cure Borrower's payment default shall be considered a
portion of Borrower's indebtedness to such Lender.
	3.2 In the event that a default or an event of default
exists with respect to any of the Loan Documents, the applicable Lender may,
after providing written notice of such default to all other Lenders and subject
to the provisions of this Intercreditor Agreement, take any action it deems
appropriate to enforce its rights and remedies under the Loan Documents and its
security interests in or liens on, or exercise any other rights or remedies to
foreclose or otherwise realize upon, any of the Collateral.
	3.3 In the event Borrower defaults on its obligations to
any Lender and, as a result, any Lender undertakes to enforce its security
interest in the Collateral, each Lender agrees that it will not hinder, delay or
otherwise prevent such Lender from taking any and all action which such Lender
deems necessary to enforce its security interest in said Collateral and to
realize thereon.  Lenders agree that, to the extent any Lender receives any
proceeds directly from any bank account, any account debtor or from the sale of
any Collateral, then such Lender shall distribute such proceeds in accordance
with the terms of this Intercreditor Agreement.  To the extent that any Lender
retains any Collateral pursuant to its respective rights as a secured party,
such Collateral shall be divided among the Lenders in accordance with the terms
of this Intercreditor Agreement. 
	4. Standstill.  (a) Notwithstanding anything to
the contrary in Section 3.3, or the rights of any Lender under applicable law or
any provision of the Loan Documents to the contrary, each Subordinate Lender
hereby covenants that it shall not: 

(i)	(A) accelerate payment of any indebtedness or any
portion thereof under the Loan Documents, or  (B) take any other action to
enforce its rights under the Loan Documents, until the earlier of 60 days
following the effective date hereof or the execution of the Fairview Agreement;
provided that, each Lender may take any action to enforce its
rights under the Loan Documents during such 60-day period in the event that a
creditor of the Borrower who is not a party to this Agreement takes any action
or provides notice to a Lender of its intent to take any action against Borrower
to enforce its rights against the Borrower; and
(ii) 	take any action to enforce their respective rights
in, or receive payments or distributions on account of a sale or other
disposition of the Collateral upon an event of default under a Subordinate
Lender's Loan Documents so long as:







(A) 	the Fairview Debt is outstanding; and 




(B) 	(1) the Borrower, its guarantors or assigns are not
in default on the Fairview Loan Documents, or (2) in the event that the
Borrower, its guarantors or assigns are in default on the Fairview Loan
Documents, Fairview has either taken no action  to enforce its rights under the
Fairview Loan Documents or the only action it takes is to take over as manager
of SDKAD and/or SDKINGDM pursuant to its rights under the Fairview Loan
Documents; 



provided that, nothing herein shall impair the
rights of the Subordinate Lenders to take any and all action to enforce their
respective rights in the Other Collateral pursuant to Section 1.3(a) of this
Agreement. 







Notwithstanding anything to the contrary in Section 3.3,
or the rights of any Lender under applicable law or any provision of the Loan
Documents to the contrary, Fairview hereby covenants that it shall not:


accelerate payment of any indebtedness or any portion
thereof under the Fairview Loan Documents, or  (B) take any other action to
enforce its rights under the Fairview Loan Documents, until the earlier of 60
days following the effective date hereof or the execution of the Fairview
Agreement; provided that, Fairview may take any action to enforce
its rights under the Loan Documents during such period in the event that a
creditor of the Borrower who is not a party to this Agreement takes any action
or provides notice to Fairview of its intent to take any action against Borrower
to enforce its rights against the Borrower; and






(ii) 	take any action to enforce its rights in, or receive
payments or distributions on account of a sale or other disposition of the
Collateral upon an event of default of Popmail.com, inc. under the Fairview Loan
Documents so long as (A) an event of default by SDKAD or SDKINGDM (as assignees
of the Fairview Debt) has not occurred, and (B) if such event of default of
Popmail.com, inc. is due to a failure to make payments when due, SDKAD and
SDKINGDM assume the balance of the Fairview Debt not assumed by them under the
Fairview Agreement within the applicable time period provided for in the
Fairview Agreement.

		(c) 	Notwithstanding anything to the contrary in
this Section 4, but subject to Section 1.2, in the event of any Bankruptcy
Proceeding relative to SDKAD, SDKINGDM or the Collateral, or in the event of any
proceedings for voluntary liquidation, dissolution or other winding up of SDKAD
or SDKINGDM, whether or not involving insolvency or bankruptcy, the Subordinate
Lenders may take any and all action to enforce their respective rights under
their respective Loan Documents.

	5. Prepayments.  Subject to Section 1.3
of this Intercreditor Agreement, without the prior written consent of Fairview,
no Subordinate Lender shall be entitled to receive or retain any optional
prepayment (in cash, property, by set-off or otherwise) of or on account of any
Subordinate Debt.  

	6. Turn-Over of Payments Received.  In the
event that the Borrower shall make any payment on the Subordinate Debt which the
holders thereof are not permitted to receive and retain pursuant to the terms of
this Agreement, such payment shall be held in trust for the benefit of, and
shall be paid over promptly on demand to, Fairview for application to the
payment of all Fairview Debt remaining unpaid until the same shall have been
paid in full in cash, after giving effect to any concurrent payment or
distribution to Fairview.  No such payments or distributions to Fairview by any
Subordinate Lender shall be deemed to discharge any of such Subordinate
Debt.

	7. Representations and Warranties.  As a
material inducement to each other Lender to enter into this Intercreditor
Agreement, each Lender hereby represents and warrants to each other Lender that
the following are true and correct as of the date hereof and shall remain true
and correct so long as this Intercreditor Agreement is in effect:

	7.1 the execution, delivery and performance of this
Intercreditor Agreement has been duly authorized by such Lender and does not
contravene any law, any provision of the Loan Documents or any agreement to
which such Lender is a party or by which it is bound;
	7.2 this Intercreditor Agreement constitutes the legal,
valid and binding obligation of such Lender and is binding and enforceable in
accordance with its terms; and
	7.3 the Loan Documents to which such Lender is a party
are in the form of the copies thereof made available to each Lender, and no
amendment, waiver or modification thereof shall be permitted without the written
consent of all other Lenders, which shall not be unreasonably withheld or
delayed.
	8. Term; Default.  

	8.1 This Intercreditor Agreement shall continue for
so long as any Lender has a security interest in the Collateral.  This
Intercreditor Agreement shall remain in full force and effect notwithstanding
the filing of a petition for relief by or against Borrower under the United
States Bankruptcy Code. 



8.2	Nothing contained herein, or in any prior agreement or
understanding, shall be deemed to create any duty on the part of any Lender to
extend or continue financial accommodations to Borrower.



8.3	Notwithstanding anything to the contrary in the Loan
Documents or this Intercreditor Agreement, Lenders acknowledge and agree that
any additional indebtedness up to $4,000,000 of Borrower under the GSI Loan
Documents and additional indebtedness up to $500,000 of Borrower under the
Fairview Loan Documents shall not be considered an event of default or breach of
this Intercreditor Agreement or the Loan Documents and Borrower shall not be
required to obtain the consent of the Lenders to enter into any such
indebtedness; provided, however, such additional indebtedness
shall be subject to the terms of this Intercreditor Agreement.  The additional
indebtedness of  up to $500,000 under the Fairview Loan Documents shall be
considered as part of the Fairview Debt for purposes of this Agreement.
8.4	Notwithstanding anything to the contrary in the Loan
Documents or this Intercreditor Agreement, Lenders hereby consent to the
purchase by SDK AD, LLC, an Ohio limited liability company, from the Borrower of
the Collateral associated with the MOA Restaurant and the purchase by SD KINGDM,
LLC, an Ohio limited liability company, from the Borrower of the Collateral
associated with the Denver Restaurant, and hereby waive any default under each
Lender's Loan Documents that such a sale of the Collateral may create;
provided, however, Borrower shall provide five (5) business days
prior written notice to each Lender and shall cause SDK AD, LLC and SD KINGDM,
LLC to execute any and all documents deemed necessary by any Lender to continue
and maintain the Collateral and Lender's lien position in the Collateral,
including but not limited to filing all appropriate UCC's which shall have the
same priority as set forth herein.  The Collateral shall continue to be subject
to the terms and conditions of this Intercreditor Agreement.
	9. Miscellaneous.
	9.1 Neither of the parties
hereto, nor any of their managers, members, officers, agents or employees, shall
be responsible to any other party hereto or to any other person for: (a)
Borrower's solvency, financial condition or ability to repay its indebtedness to
any party hereto; (b) any oral or written statements of Borrower; or (c) the
validity, sufficiency or enforceability of any indebtedness, any agreements or
documents or the security interests and liens granted by Borrower to any party
hereto. Each party hereto has entered into its respective agreements, documents
and financing agreements with Borrower based upon its own independent
investigation, and makes no warranty or representation to any other party
hereto, with respect to the matters referred to in this Section 0.
	9.2 Nothing contained herein, or in any prior agreement
or understanding, shall be deemed to create any duty on the part of any Lender
to extend or continue to extend financial accommodations to Borrower.  
	9.3 Each Lender irrevocably waives any right to compel
any other Lender to marshal assets of the Borrower.
	9.4 Any notice required or desired to be served, given or
delivered hereunder shall be in the form and manner specified below, and shall
be addressed to the party to be notified as follows:
		If to GSI, to:				If to GWBS:

		SDK Investments, Inc.			Great Western
Business Services, Inc.
		c/o Barycenter Capital Management	14643 Dallas
Parkway, Suite 650
		PMB 329				Dallas, Texas 75240
		1232 W. Kemper Road			
		Cincinnati, Ohio 45240
		Attn: Stephen D.  King

		If to Shaar, to:				If to Fairview,
to:

		The Shaar Fund Ltd. 			Fairview Partners
		c/o Levinson Capital Management		5807 McCray
Court
		2 World Trade Center, Suite 1820		Cincinnati,
Ohio 45224
		New York, New York 10048			
		Attention:  Samuel Levinson

or to such other address as each party designates to the
other parties by notice in the manner herein prescribed.  Notice shall be deemed
given hereunder if (i) delivered personally or otherwise actually received, (ii)
sent by nationally recognized overnight courier service, (iii) mailed by first-
class United States mail, postage prepaid, certified, with return receipt
requested, or (iv) sent via telecopy machine with a duplicate signed copy sent
on the same day as provided in clause (ii) above.  Notice mailed as provided in
clause (iii) above shall be effective upon the expiration of five (5) business
days after its deposit in the United States mail, and notice telecopied as
provided in clause (iv) above shall be effective upon delivery of such telecopy
if the duplicate signed copy is sent under clause (iv) above.  Notice given in
any other manner described in this section shall be effective upon receipt by
the addressee thereof; provided, however, that if any notice is tendered to an
addressee and delivery thereof is refused by such addressee, such notice shall
be effective upon such tender unless otherwise expressly set forth in such
notice.

	9.5 THIS AGREEMENT SHALL BE DEEMED TO HAVE BEEN MADE IN
THE STATE OF OHIO AND THE VALIDITY OF THIS AGREEMENT, ITS CONSTRUCTION,
INTERPRETATION AND ENFORCEMENT, AND THE RIGHTS OF THE PARTIES HEREUNDER, SHALL
BE DETERMINED UNDER, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF OHIO. THE PARTIES HERETO AGREE THAT ALL ACTIONS OR PROCEEDINGS
ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE TRIED AND LITIGATED ONLY IN
THE STATE OR FEDERAL COURTS LOCATED IN HAMILTON COUNTY, OHIO.
	9.6 This Intercreditor Agreement shall be binding and
deemed effective when executed by each of the parties hereto.  This
Intercreditor Agreement shall bind, and inure to the benefit of, the respective
successors and assigns of each of the parties hereto, and shall be effective
before and after any bankruptcy filing by or against Borrower.
	9.7 The invalidity, illegality or unenforceability of any
provision in or obligation under this Intercreditor Agreement shall not affect
or impair the validity, legality or enforceability of the remaining provisions
or obligations under this Intercreditor Agreement.
	9.8 It is not the intent of either the parties hereto
that Borrower be a third party beneficiary hereunder or have any other rights
with respect to this Intercreditor Agreement.
	9.9 This Intercreditor Agreement cannot be changed,
amended, modified or terminated except by a written agreement signed by the duly
authorized officers of the parties hereto.  All prior agreements,
understandings, representations, warranties, and negotiations, if any, are
merged into this Agreement.
	9.10 LENDERS, TO THE EXTENT EACH
MAY LEGALLY DO SO, HEREBY EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY
CLAIM, DEMAND, ACTION, CAUSE OF ACTION OR PROCEEDING ARISING UNDER OR OUT OF
THIS AGREEMENT OR IN ANY WAY CONNECTED WITH OR RELATED TO, OR INCIDENTAL TO, THE
DEALINGS OF THE PARTIES HERETO WITH RESPECT TO THIS AGREEMENT OR THE
TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER
ARISING, AND IRRESPECTIVE OF WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.
LENDERS, TO THE EXTENT EACH MAY LEGALLY DO SO, HEREBY AGREE THAT ANY SUCH CLAIM,
DEMAND, ACTION, CAUSE OF ACTION, OR PROCEEDINGS SHALL BE DECIDED BY A COURT
TRIAL WITHOUT A JURY AND THAT EITHER PARTY HERETO MAY FILE AN ORIGINAL
COUNTERPART OR COPY OF THIS SECTION 0 WITH ANY COURT AS WRITTEN EVIDENCE OF THE
CONSENT BY THE UNDERSIGNED TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.
 	9.11 For purposes of this Agreement, the term "Borrower"
shall include any successors and assigns to Borrowers duties and obligations
under any of the Loan Documents, including, without limitation, SDKAD and
SDKINGDM.
 	9.12 Each Subordinate Lender acknowledges and consents
to Borrower assigning and SDKAD and SDKINGDM assuming a portion of the Fairview
Debt in accordance with the terms of the Fairview Agreement.
9.13 	This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which shall
together constitute one and the same instrument.




[SIGNATURE PAGE TO FOLLOW]

	IN WITNESS WHEREOF, this Intercreditor Agreement has been
duly executed and delivered by each of the parties hereto as of the date first
written above.





			GREAT WESTERN BUSINESS SERVICES, INC.




WITNESS:

_________________________________		By:________________________________<
/P>





			Name:______________________________




_________________________________		Title:______________________________
_



				FAIRVIEW PARTNERS




_________________________________		By:________________________________<
/P>









	Name:______________________________








_________________________________		Title:______________________________
_

						THE SHAAR FUND LTD.







		By:	Levinson Capital Management
















_________________________________		By:______________________________
						Name:	Sam Levinson 
_________________________________		Title:	Managing Director 

						GSI VENTURES, LLC 











By:	SDK Investments, Inc. (Manager
	of GSI Ventures, LLC)











_________________________________		By:_____________________________











Name:	Stephen D. King 










_________________________________		Title:	President


STATE OF ________________	)
				)SS:
COUNTY OF ______________	)

	This instrument was acknowledged before us this ________
day of _______________, 2001 by ___________________________,
____________________________ of Great Western Business Services, Inc., a Texas
corporation, on behalf of the corporation.

						________________________________________

						Notary Public

STATE OF ________________	)
				)SS:
COUNTY OF ______________	)

	This instrument was acknowledged before us this ________
day of _______________, 2001 by ___________________________,
____________________________ of Fairview Partners, an Ohio general partnership,
on behalf of the partnership.

						________________________________________

						Notary Public

STATE OF ________________	)
				)SS:
COUNTY OF ______________	)

	This instrument was acknowledged before us this ________
day of _______________, 2001 by Sam Levinson, Managing Director of Levinson
Capital Management, on behalf of the The Shaar Fund Ltd.

						________________________________________

						Notary Public

STATE OF ________________	)
				)SS:
COUNTY OF ______________	)

	This instrument was acknowledged before us this ________
day of _______________, 2001 by Stephen D. King, President of SDK Investments,
Inc., Manager of GSI Ventures, LLC, an Ohio limited liability company, on behalf
of the limited liability company.

						________________________________________

						Notary Public



ACKNOWLEDGMENT BY

POPMAIL.COM, INC.



The undersigned hereby acknowledges that it has received a
copy of the foregoing Intercreditor Agreement by and between Great Western
Business Services, Inc., The Shaar Fund Ltd., GSI Ventures, LLC and Fairview
Partners (the "Intercreditor Agreement"), and consents thereto, and agrees to
recognize all priorities and other rights granted therein to the parties hereto,
and the undersigned will not do any act or perform any obligation which is not
in accordance with the priorities and agreements set forth in the Intercreditor
Agreement. 

Dated:	_______________, 2001



								POPMAIL.COM, INC.
WITNESS:

______________________________				By:____________________________
____

______________________________				Name:__________________________
____

								Title:_______________________________


STATE OF ________________	)
				)SS:
COUNTY OF ______________	)

	This instrument was acknowledged before us this ________
day of _______________, 2001 by ___________________________,
____________________________ of Popmail.com, inc., a Minnesota corporation, on
behalf of the corporation.

						________________________________________

						Notary Public


ACKNOWLEDGMENT BY

SDK AD, LLC


The undersigned hereby acknowledges that it has received a
copy of the foregoing Intercreditor Agreement by and between Great Western
Business Services, Inc., The Shaar Fund Ltd., GSI Ventures, LLC and Fairview
Partners (the "Intercreditor Agreement"), and consents thereto, and agrees to
recognize all priorities and other rights granted therein to the parties hereto,
and the undersigned will not do any act or perform any obligation which is not
in accordance with the priorities and agreements set forth in the Intercreditor
Agreement. 

Dated:	_______________, 2001



								SDK AD, LLC
WITNESS:
								By:  SDK Investments, Inc.
__________________________

__________________________					By:
________________________________



								Stephen D. King, President



STATE OF ________________	)
				)SS:
COUNTY OF ______________	)

	This instrument was acknowledged before us this ________
day of _______________, 2001 by Stephen D. King, President of SDK Investments,
Inc., Manager of SDK AD, LLC, an Ohio limited liability company, on behalf of
the limited liability company.

						________________________________________

						Notary Public

ACKNOWLEDGMENT BY

SD KINGDM, LLC



The undersigned hereby acknowledges that it has received a
copy of the foregoing Intercreditor Agreement by and between Great Western
Business Services, Inc., The Shaar Fund Ltd., GSI Ventures, LLC and Fairview
Partners (the "Intercreditor Agreement"), and consents thereto, and agrees to
recognize all priorities and other rights granted therein to the parties hereto,
and the undersigned will not do any act or perform any obligation which is not
in accordance with the priorities and agreements set forth in the Intercreditor
Agreement. 

Dated:	_______________, 2001



							SD KINGDM, LLC
WITNESS:
							By:  SDK Investments, Inc.
____________________________

____________________________				By:
_________________________________
								Stephen D. King, President


STATE OF ________________	)
				)SS:
COUNTY OF ______________	)

	This instrument was acknowledged before us this ________
day of _______________, 2001 by Stephen D. King, President of SDK Investments,
Inc., Manager of SD KINGDM, LLC, an Ohio limited liability company, on behalf of
the limited liability company.

						________________________________________

						Notary Public



















-----END PRIVACY-ENHANCED MESSAGE-----

EX-4.31

EXHIBIT 4.31

Schedule identifying material details of warrants issued by the Company Substantially identical to the Warrant filed in Exhibit 4.30

DATE				WARRANT	NUMBER OF		EXERCISE PRICE
ISSUED	WARRANT HOLDER		NO.	SHARES		EXPIRATION DATE

1/31/00	Leonard H. Timmel		E-1	50,000		Exercise price:  $3.00
							Expires:  1/31/2003

1/31/00	Satya P. Garg		E-2	100,000		Exercise price:  $3.00
							Expires:  1/31/2003




NOTE:  All share amounts and exercise prices reflect pre-split values.























EX-4.33
12
exh433.htm
EXHIBIT











EXHIBIT 4.33

Schedule identifying material details of warrants issued by the Company
Substantially identical to the Warrant filed in Exhibit 4.32

NOTE:  All share amounts and exercise prices reflect pre-split values.



  DATE           WARRANT HOLDER              WARRANT        NUMBER OF   EXERCISE PRICE/
  ISSUED                                     NO.            SHARES      EXPIRATION DATE/
                                                                        STATUS


   2/9/2000      Timothy I. Maudlin          2000-1         66,667      Exercise price $3.00
                                                                        Expires 2/9/2005
                                                                        CANCELLED

   2/9/2000      Richard C. Lockwood         2000-2         100,000     Exercise price $3.00
                                                         (Originally    Expires 2/9/2005
                                                           200,000)     PARTIALLY EXERCISED

   2/9/2000      Jeffrey I. Werbalowsky      2000-3         100,000     Exercise price $3.00
                                                                        Expires 2/9/2005
                                                                        CANCELLED

   2/9/2000      Opportune Investments       2000-4         373,333     Exercise price $3.00
                                                                        Expires 2/9/2005

   2/9/2000      Steven A. Lyman             2000-5         22,222      Exercise price $3.00
                                                                        Expires 2/9/2005

   2/9/2000      Jerry Ruyan                 2000-6         44,444      Exercise price $3.00
                                                                        Expires 2/9/2005

   2/9/2000      Edward Hayes                2000-7         10,000      Exercise price $3.00
                                                                        Expires 2/9/2005

   2/9/2000      Scott and Francis Lee Free, 2000-8         22,222      Exercise price $3.00
                 trustees of the Free Family                            Expires 2/9/2005
                 Trust dated 2/10/67

   2/9/2000      Robert Seiler               2000-9         44,444      Exercise price $3.00
                                                                        Expires 2/9/2005

   2/9/2000      Arthur Engel Trust 1988     2000-10        222,222     Exercise price $3.00
                                                                        Expires 2/9/2005

   2/9/2000      Warner C. Lusardi Family    2000-11        111,111     Exercise price $3.00
                 Trust                                                  Expires 2/9/2005

   2/9/2000      Mary Kirtz                  2000-12         50,000     Exercise price $3.00
                                                                        Expires 2/9/2005

   2/9/2000      Christopher D. Snell        2000-13         20,000     Exercise price $3.00
                                                                        Expires 2/9/2005

   2/9/2000      Gregory P. Mills Trust      2000-14         10,000     Exercise price $3.00
                                                                        Expires 2/9/2005

   2/9/2000      Robert and Ellen Deutschman 2000-15         22,500     Exercise price $3.00
                 Family Trust                             (originally   Expires 2/9/2005
                                                            30,000)     PARTIALLY EXERCISED

   2/9/2000      Stephen C. Particia A. Tadolini 2000-16     10,000     Exercise price $3.00
                                                                        Expires 2/9/2005

   2/9/2000      Barry Nussbaum              2000-17         38,888     Exercise price $3.00
                                                                        Expires 2/9/2005

   2/9/2000      Dean and Kathy L. Mills     2000-18         10,000     Exercise price $3.00
                                                                        Expires 2/9/2005

    2/9/2000      George M. Nix              2000-19         10,000     Exercise price $3.00
                                                                        Expires 2/9/2005

   2/9/2000      US Bank Trust, NA Trustee   2000-20         37,500     Exercise price $3.00
                 FBO Bruce D.Leduc                         (Originally  Expires 2/9/2005
                                                             50,000)    PARTIALLY EXERCISED

   2/9/2000      Bruce Leduc                 2000-21         18,750     Exercise price $3.00
                                                          (Originally   Expires 2/9/2005
                                                            25,000)     PARTIALLY EXERCISED

   2/9/2000      Michael A. Bird             2000-22         20,000     Exercise price $3.00
                                                                        Expires 2/9/2005

   2/9/2000      CO Right Investments, Inc.  2000-23        444,444     Exercise price $3.00
                                                                        Expires 2/9/2005

   2/9/2000      A. Larry Katz               2000-25         44,444     Exercise price $3.00
                                                                        Expires 2/9/2005

   2/9/2000      Gerald W. and Sandra L. Rogers 2000-26      10,000     Exercise price $3.00
                                                                        Expires 2/9/2005

   2/9/2000      Fortman Cline AG            2000-27        222,000     Exercise price $3.00
                                                                        Expires 2/9/2005

   2/9/2000      CLB Investments Corp.       2000-28         37,500     Exercise price $3.00
                                                          (Originally   Expires 2/9/2005
                                                             50,000)    PARTIALLY EXERCISED

   2/9/2000      Stephen Marcus              2000-29        226,167     Exercise price $3.00
                                                                        Expires 2/9/2005

  2/9/2000       Ronald D. Berst             2000-30         50,000     Exercise price $3.00
                                                                        Expires 2/9/2005

  2/9/2000       Albert Swafford             2000-31         50,000     Exercise price $3.00
                                                                        Expires 2/9/2005

  2/9/2000       Egre Lewallen               2000-34         50,000     Exercise price $3.00
                                                                        Expires 2/9/2005





















EX-4.50
13
exh450.htm
EXHIBIT












Exhibit 4.50

The Warrant and the securities issuable upon exercise of this Warrant (the
"Securities") have not been registered under the Securities Act of
1933 (the "Securities Act") or under any state securities or Blue Sky
laws ("Blue Sky Laws").  No transfer, sale, assignment, pledge,
hypothecation or other disposition of this Warrant or the Securities or any
interest therein may be made except (a) pursuant to an effective registration
statement under the Securities Act and any applicable Blue Sky Laws or (b) if
the Company has been furnished with both an opinion of counsel for the holder,
which opinion and counsel shall be reasonably satisfactory to the Company, to
the effect that no registration is required because of the availability of an
exemption from registration under the Securities Act and applicable Blue Sky
Laws, and assurances that the transfer, sale, assignment, pledge, hypothecation
or other disposition will be made only in compliance with the conditions of any
such registration or exemption.

WARRANT TO PURCHASE SHARES OF COMMON STOCK
OF POPMAIL.COM, INC.

Warrant No. I-1				          	Irving, Texas
								December 20, 2000

This certifies that, for value received, Infinity Advisors,
Inc. or its successors or assigns (AHolder@) is entitled to purchase from
PopMail.com, inc. (the "Company") One Hundred Thousand (100,000) fully
paid and nonassessable shares (the "Shares") of the Company's Common
Stock, $.01 par value (the "Common Stock") at any time and from time
to time from the date hereof until December 20, 2005, at an exercise price of
$0.20 per share (the "Exercise Price"), subject to adjustment as
herein provided.

This Warrant is subject to the following provisions, terms
and conditions:

1.	Exercise of Warrant.  The rights represented by this Warrant
may be exercised by the Holder, in whole or in part (but not as to a fractional
share of Common Stock), by the surrender of this Warrant (properly endorsed, if
required, at the Company's principal office in Irving, Texas, or such other
office or agency of the Company as the Company may designate by notice in
writing to the Holder at the address of such Holder appearing on the books of
the Company at any time within the period above named), and upon payment to it
by certified check, bank draft or cash of the purchase price for such Shares.
The Company agrees that the Shares so purchased shall have and are deemed to be
issued to the Holder as the record owner of such Shares as of the close of
business on the date on which this Warrant shall have been surrendered and
payment made for such Shares as aforesaid.  Certificates for the Shares of
Common Stock so purchased shall be delivered to the Holder within a reasonable
time, not exceeding ten (10) days, after the rights represented by this Warrant
shall have been so exercised, and, unless this Warrant has expired, a new
Warrant representing the number of Shares, if any, with respect to which this
Warrant shall not then have been exercised shall also be delivered to the Holder
within such time.  The Company may require that any such new Warrant or any
certificate for Shares purchased upon the exercise hereof bear a legend
substantially similar to that which is contained on the face of this
Warrant.


2.	Transferability of this Warrant.  This Warrant
is issued upon the following terms, to which each Holder consents and
agrees:




	Until this Warrant is transferred on the books of the
Company, the Company will treat the Holder of this Warrant registered as such on
the books of the Company as the absolute owner hereof for all purposes without
being affected by any notice to the contrary.









This Warrant may not be exercised, and this Warrant and
the Shares underlying this Warrant shall not be transferable, except in
compliance with all applicable state and federal securities laws, regulations
and orders, and with all other applicable laws, regulations and
orders.	
Prior to making any disposition of this Warrant or of any
of the Shares underlying this Warrant, the Holder will give written notice to
the Company describing the manner of any such proposed disposition.  The Warrant
may not be transferred, and the Shares may not be transferred, without the
Holder obtaining an opinion of counsel satisfactory in form and substance to the
Company's counsel stating that the proposed transaction will not result in a
prohibited transaction under the Securities Act of 1933, as amended
("Securities Act"), and applicable Blue Sky laws.  By accepting this
Warrant, the Holder agrees to act in accordance with any conditions reasonably
imposed on such transfer by such opinion of counsel.
Neither this issuance of this Warrant nor the issuance of
the Shares underlying this Warrant have been registered under the Securities
Act.








Certain Covenants of the Company.  The Company
covenants and agrees that all Shares which may be issued upon the exercise of
the rights represented by this Warrant, upon issuance and full payment for the
Shares so purchased, will be duly authorized and issued, fully paid and
nonassessable and free from all taxes, liens and charges with respect to the
issue hereof, except those that may be created by or imposed upon the Holder or
its property, and without limiting the generality of the foregoing, the Company
covenants and agrees that it will from time to time take all such actions as may
be requisite to assure that the par value per share of the Common Stock is at
all times equal to or less than the effective purchase price per share of the
Common Stock issuable pursuant to this Warrant.  The Company further covenants
and agrees that during the period within which the rights represented by this
Warrant may be exercised, the Company will at all times have authorized and
reserved free of preemptive or other rights for the exclusive purpose of issue
upon exercise of the purchase rights evidenced by this Warrant, a sufficient
number of shares of its Common Stock to provide for the exercise of the rights
represented by this Warrant.
Adjustment of Exercise Price and Number of Shares.
The Exercise Price and number of Shares are subject to the following
adjustments:







	Adjustment of Exercise Price for Stock Dividend,
Stock Split or Stock Combination.   In the event that (i) any dividends on
any class of stock of the Company payable in Common Stock or securities
convertible into or exercisable for Common Stock ("Common Stock
Equivalents") shall be paid by the Company, (ii) the Company shall
subdivide its then outstanding shares of Common Stock into a greater number of
shares, or (iii) the Company shall combine its outstanding shares of Common
Stock, by reclassification or otherwise, then, in any such event, the Exercise
Price in effect immediately prior to such event shall (until adjusted again
pursuant hereto) be adjusted immediately after such event to a price (calculated
to the nearest full cent) determined by dividing (a) the number of shares of
Common Stock outstanding immediately prior to such event, multiplied by the then
existing Exercise Price, by (b) the total number of shares of Common Stock
outstanding immediately after such event, and the resulting quotient shall be
the adjusted Exercise Price per share.  No adjustment of the Exercise Price
shall be made if the amount of such adjustment shall be less than $.05 per
share, but in such case any adjustment that would otherwise be required then to
be made shall be carried forward and shall be made at the time and together with
the next subsequent adjustment which, together with any adjustment or
adjustments so carried forward, shall amount to not less than $.05 per
share.
	Adjustment of Number of Shares Purchasable on
Exercise of Warrants.  Upon each adjustment of the Exercise Price pursuant
to this Section, the Holder shall thereafter (until another such adjustment) be
entitled to purchase at the adjusted Exercise Price the number of shares,
calculated to the nearest full share, obtained by multiplying the number of
shares specified in such Warrant (as adjusted as a result of all adjustments in
the Exercise Price in effect prior to such adjustment) by the Exercise Price in
effect prior to such adjustment and dividing the product so obtained by the
adjusted Exercise Price.
	Notice as to Adjustment.  Upon any adjustment
of the Exercise Price and any increase or decrease in the number of shares of
Common Stock purchasable upon the exercise of the Warrant, then, and in each
such case, the Company within thirty (30) days thereafter shall give written
notice thereof, by first class mail, postage prepaid, addressed to each Holder
as shown on the books of the Company, which notice shall state the adjusted
Exercise Price and the increased or decreased number of shares purchasable upon
the exercise of the Warrants, and shall set forth in reasonable detail the
method of calculation and the facts upon which such calculation is
based.
	Effect of Reorganization, Reclassification,
Merger, etc.  If at any time while any Warrant is outstanding there should
be any capital reorganization of the capital stock of the Company (other than
the issuance of any shares of Common Stock in subdivision of outstanding shares
of Common Stock by reclassification or otherwise and other than a combination of
shares provided for in Section 4(a) hereof), or any consolidation or merger of
the Company with another corporation, or any sale, conveyance, lease or other
transfer by the Company of all or substantially all of its property to any other
corporation, which is effected in such a manner that the holders of Common Stock
shall be entitled to receive cash, stock, securities, or assets with respect to
or in exchange for Common Stock, then, as a part of such transaction, lawful
provision shall be made so that each Holder shall have the right thereafter to
receive, upon the exercise hereof, the number of shares of stock or other
securities or property of the Company, or of the successor corporation resulting
from such consolidation or merger, or of the corporation to which the property
of the Company has been sold, conveyed, leased or otherwise transferred, as the
case may be, which the Holder would have been entitled to receive upon such
capital reorganization, reclassification of capital stock, consolidation,
merger, sale, conveyance, lease or other transfer, if such Warrant had been
exercised immediately prior to such capital reorganization, reclassification of
capital stock, consolidation, merger, sale, conveyance, lease or other transfer.
In any such case, appropriate adjustments (as determined by the Board of
Directors of the Company) shall be made in the application of the provisions set
forth in this Warrant (including the adjustment of the Exercise Price and the
number of Shares issuable upon the exercise of the Warrants) to the end that the
provisions set forth herein shall thereafter be applicable, as near as
reasonably may be, in relation to any shares or other property thereafter
deliverable upon the exercise of the Warrants as if the Warrants had been
exercised immediately prior to such capital reorganization, reclassification of
capital stock, such consolidation, merger, sale, conveyance, lease or other
transfer and the Warrant Holders had carried out the terms of the exchange as
provided for by such capital reorganization, consolidation or merger.  The
Company shall not effect any such capital reorganization, consolidation, merger
or transfer unless, upon or prior to the consummation thereof, the successor
corporation or the corporation to which the property of the Company has been
sold, conveyed, leased or otherwise transferred shall assume by written
instrument the obligation to deliver to each Holder such shares of stock,
securities, cash or property as in accordance with the foregoing provisions such
Holder shall be entitled to purchase.







No Rights as Stockholders.  This Warrant shall not
entitle the Holder as such to any voting rights or other rights as a stockholder
of the Company. 
Company Redemption Option. Notwithstanding
anything to the contrary contained in this Warrant, following the effectiveness
of the Registration Statement, the Company's Board of Directors shall have the
right to redeem the Warrant at a redemption price of $.01 per Share if the
average closing price of the Company's Common Stock for any ten (10) consecutive
trading days is at least $3.00 per share (as appropriately adjusted for stock
splits, stock dividends and combinations). Notice of redemption to the Holder
shall be given by mailing via first class mail a notice of such redemption not
less than thirty (30) days prior to the date fixed for redemption.  Any notice
given in the manner described above shall be conclusively presumed to have been
given whether or not the Holder receives the notice.

Governing Law.  This Warrant shall be governed by
and construed in accordance with the laws of the State of Minnesota.

Amendments and Waivers.  The provisions of this
Warrant may not be amended, modified or supplemented, and waiver or consents to
departures from the provisions hereof may not be given, unless the Company
agrees in writing and has obtained the written consent of the Holders.



Notices.  All notices or communications hereunder,
except as herein otherwise specifically provided, shall be in writing and if
sent to the Holder shall be mailed, delivered, or telefaxed and confirmed to the
Holder at his or her address set forth on the records of the Company; or if sent
to the Company shall be mailed, delivered, or telefaxed and confirmed to
PopMail.com, inc., 1333 Corporate Drive, Suite 350, Irving, TX 75038  or to such
other address as the Company or the Holder shall notify the other as provided in
this Section.






	IN WITNESS WHEREOF, PopMail.com, inc. has caused this Warrant to be
signed by its duly authorized officer in the date set forth above.











							PopMail.com, inc.



							By:______________________________
							Its:______________________________












SUBSCRIPTION FORM

	To be signed only upon exercise of Warrant.

	The undersigned, the holder of the within Warrant, hereby irrevocably
elects to exercise the purchase right represented by such Warrant for, and to
purchase thereunder, ____________________ of the shares of Common Stock of
PopMail.com, inc. (the "Shares")  to which such Warrant relates and
herewith makes payment of $_____________ therefor in cash, certified check or
bank draft and requests that a certificate evidencing the Shares be delivered
to, _____________________________, the address for whom is set forth below the
signature of the undersigned:

Dated: ____________________
	_____________________________________________	

						[Signature]
	_________________________________________________
						[Printed]
	_________________________________________________				________
_________________________________________
						[Address]

ASSIGNMENT FORM

	To be signed only upon authorized transfer of Warrant.

	FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers
unto _____________________________________ the right to purchase shares of
Common Stock of PopMail.com, inc. to which the within Warrant relates and
appoints ____________________ attorney, to transfer said right on the books of
_________________ with full power of substitution in the premises.

Dated: ____________________
	_____________________________________________	

						[Signature]
	_________________________________________________
						[Printed]
	_________________________________________________				________
_________________________________________
						[Address]



















EX-4.51
14
exh451.htm
EXHIBIT












Exhibit 4.51
Schedule of Warrants Issued
(I Series and RMR Series)


DATE                                    WARRANT         NUMBER OF       EXERCISE PRICE
ISSUED          WARRANT HOLDER          NO.             SHARES          EXPIRATION DATE

12/12/00        Infinity Advisors, Inc. I-1             100,000         Exercise Price: $0.20
                                                                        Expires: 12/12/05

12/12/00        Infinity Advisors, Inc. I-2             100,000         Exercise Price: $0.01
                                                                        Expires: 12/12/05

12/20/00        RMSI Investments        RMR-1           100,000         Exercise Price: $0.20
                                                                        Expires: 12/20/05

12/20/00        RMSI Investments        RMR-2           100,000         Exercise Price: $0.01
                                                                        Expires: 12/20/05



















EX-4.52
15
exh452.htm
EXHIBIT












Exhibit 4.52
The Warrant and the securities issuable
upon exercise of this Warrant (the "Securities") have not been
registered under the Securities Act of 1933 (the "Securities Act") or
under any state securities or Blue Sky laws ("Blue Sky Laws").  No
transfer, sale, assignment, pledge, hypothecation or other disposition of this
Warrant or the Securities or any interest therein may be made except pursuant to
(a)  an effective registration statement under the Securities Act and any
applicable Blue Sky Laws or (b) an opinion of counsel for the holder, which
opinion and counsel shall be reasonably satisfactory to the Company, to the
effect that no registration is required because of the availability of an
exemption from registration under the Securities Act.

	WARRANT TO PURCHASE SHARES OF COMMON STOCK

	OF POPMAIL.COM, INC.

Warrant No. JB-1	Irving, Texas
	December 8, 2000

This certifies that, for value received, JBII Corporation, a
Delaware corporation, or its successors or assigns ("Holder"), is
entitled to purchase from PopMail.com, Inc. (the "Company") eight
hundred forty thousand (840,000) fully paid and nonassessable shares (the
"Shares") of the Company's Common Stock, $.01 par value (the
"Common Stock"), at any time and from time to time from the date
hereof until March 15, 2002 (the "Warrant Exercise Period"), at an
exercise price of $0.01 per share (the "Exercise Price"), subject to
adjustment as herein provided.  All cash proceeds in excess of $300,000
generated by Holder upon sale or transfer of the Shares (net of any and all
reasonable costs, expenses, and obligations incurred by Holder in enforcing its
rights under this Warrant, exercising this Warrant, or selling or transferring
the Shares, including but not limited to any taxes, discounts, commissions, and
attorneys' fees), shall be remitted by Holder to the Company.

This Warrant is subject to the following provisions, terms
and conditions:

1.	Exercise of Warrant. 


	(a)	Exercise for Cash.	The rights
represented by this Warrant may be exercised by the Holder, in whole or in part
(but not as to a fractional share of Common Stock), during the Warrant Exercise
Period by the surrender of this Warrant (properly endorsed, if required, at the
Company's principal office in Irving, Texas, or such other office or agency of
the Company as the Company may designate by notice in writing to the Holder at
the address of such Holder appearing on the books of the Company at any time
within the period above named), and upon payment to the Company by certified
check, bank draft or cash of the purchase price for such Shares.  The Company
agrees that the Shares so purchased shall have and are deemed to be issued to
the Holder as the record owner of such Shares as of the close of business on the
date on which this Warrant shall have been surrendered and payment made for such
Shares as aforesaid.  Certificates for the Shares of Common Stock so purchased
shall be delivered to the Holder within a reasonable time, not exceeding ten
(10) days, after the rights represented by this Warrant shall have been so
exercised, and, unless this Warrant has expired, a new Warrant representing the
number of Shares, if any, with respect to which this Warrant shall not then have
been exercised shall also be delivered to the Holder within such time.  The
Company may require that any such new Warrant or any certificate for Shares
purchased upon the exercise hereof bear a legend substantially similar to that
which is contained on the face of this Warrant.

	b.	Cashless Exercise. Upon receipt of a notice of cashless
exercise, the Company shall deliver to the Holder (without payment by the Holder
of any exercise price) that number of Shares that is equal to the quotient
obtained by dividing (x) the value of the portion of the Warrant to be exercised
on the date that the Warrant shall have been surrendered (determined by
subtracting the aggregate exercise price in effect on the Exercise Date for the
number of Shares to be purchased upon exercise from the aggregate Fair Market
Value (hereinafter defined) for such Shares) by (y) the Fair Market Value of one
share of Common Stock. A notice of "cashless exercise" shall state the
number of Shares as to which the Warrant is being exercised. "Fair Market
Value" for purposes of this Section (b) shall mean the average of the
Common Stock closing prices reported by the principal exchange on which the
Common Stock is traded, or the last sale prices as reported by the Nasdaq
National Market or SmallCap Market, as the case may be, for the ten (10)
business days immediately preceding the Exercise Date or, in the event no public
market shall exist for the Common Stock at the time of such cashless exercise,
Fair Market Value shall mean the fair market value of the Common Stock as the
same shall be determined in the good faith discretion of the Board of Directors,
after full consideration of all factors then deemed relevant by such Board in
establishing such value, including by way of illustration and not limitation,
the per share purchase price of Common Stock or per security convertible into
one share of Common Stock of the most recent sale of shares of Common Stock or
securities convertible into Common Stock by the Company after the date hereof
all as evidenced by the vote of a majority of the directors then in office.
2.	Representations and Warranties of the
Company.   All corporate action on the part of the Company, its
officers, directors and shareholders necessary for the authorization, sale,
issuance and delivery of the Warrant, the Shares issuable on conversion or
exercise thereof, and the performance of all obligations of the Company
hereunder and thereunder has been taken or will be taken prior to the delivery
of this Warrant.  The execution and delivery of this Warrant, the consummation
of the transactions herein contemplated, and the compliance with the terms and
provisions of this Warrant do not and will not conflict with, or result in the
breach of, or constitute a default or an event permitting acceleration under,
the Articles of Incorporation or Bylaws of the Company, or any stock purchase
agreement, shareholder agreement, note, bank loan, credit agreement, license,
lease, or any other agreement, understanding, instrument, judgment, decree,
order, statute, rule, or regulation to which the Company is a party or by which
it is bound.  The Warrant, when executed and delivered by the Company, shall
constitute valid and legally binding obligations of the Company, enforceable
against the Company in accordance with their terms except as limited by
applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance, and other laws of general application affecting enforcement of
creditors' rights generally, as limited by laws relating to the availability of
specific performance, injunctive relief, or other equitable remedies.
3.	Transferability of this Warrant.  This Warrant
is issued upon the following terms, to which the Holder consents and agrees:



(a)	Other than any sale, pledge, or transfer to Vignette
Corporation or any sale, pledge, or transfer to a third  party approved in
writing by Vignette Corporation, Holder shall not sell or transfer this Warrant,
or the Shares issuable upon exercise of this Warrant, earlier than March 15,
2001, without the consent of the Company, which consent shall not be
unreasonably withheld. 

(b)	Until this Warrant is transferred on the books of the
Company, the Company will treat the Holder of this Warrant registered as such on
the books of the Company as the absolute owner hereof for all purposes without
being affected by any notice to the contrary, provided, that upon five days of
receipt by the Company of a notice that the Warrant has been transferred to
Vignette Corporation, the Company shall effect such transfer on its books and
records.

(c)	This Warrant may not be exercised, and this Warrant
and the Shares underlying this Warrant shall not be transferable, except in
compliance with all applicable state and federal securities laws, regulations
and orders, and with all other applicable laws, regulations and orders.

(d)	If a registration statement is not effective with
respect to the Warrant or the Shares, as the case may be, prior to making any
disposition of this Warrant or of any of the Shares underlying this Warrant, the
Holder will give written notice to the Company describing the manner of any such
proposed disposition.  In such event, the Warrant may not be transferred, and
the Shares may not be transferred, without the Holder obtaining an opinion of
counsel satisfactory in form and substance to the Company's counsel stating that
the proposed transaction will not result in a prohibited transaction under the
Securities Act.  By accepting this Warrant, the Holder agrees to act in
accordance with any conditions reasonably imposed on such transfer by such
opinion of counsel.

(e)	Neither this issuance of this Warrant nor the issuance
of the Shares underlying this Warrant have been registered under the Securities
Act.



4.	Certain Covenants of the Company.  The Company
covenants and agrees that all Shares which may be issued upon the exercise of
the rights represented by this Warrant, upon issuance and full payment for the
Shares so purchased, will be duly authorized and issued, fully paid and
nonassessable and free from all taxes, liens and charges with respect to the
issue hereof, except those that may be created by or imposed upon the Holder or
its property, and without limiting the generality of the foregoing, the Company
covenants and agrees that it will from time to time take all such actions as may
be required to assure that the par value per share of the Common Stock is at all
times equal to or less than the effective purchase price per share of the Common
Stock issuable pursuant to this Warrant.  The Company further covenants and
agrees that during the period within which the rights represented by this
Warrant may be exercised, the Company will at all times have authorized and
reserved free of preemptive or other rights for the exclusive purpose of issue
upon exercise of the purchase rights evidenced by this Warrant, a sufficient
number of shares of its Common Stock to provide for the exercise of the rights
represented by this Warrant.

5.	Adjustment of Exercise Price and Number of
Shares.  The Exercise Price and number of Shares are subject to the
following adjustments:

	(a)	Adjustment of Exercise Price for Stock
Dividend, Stock Split or Stock Combination.  In the event that (i) any
dividends on any class of stock of the Company payable in  Common Stock or
securities convertible into or exercisable for Common Stock ("Common Stock
Equivalents") shall be paid by the Company, (ii) the Company shall
subdivide its then outstanding shares of Common Stock into a greater number of
shares, or (iii) the Company shall combine its outstanding shares of Common
Stock, by reclassification or otherwise, then, in any such event, the Exercise
Price in effect immediately prior to such event shall (until adjusted again
pursuant hereto) be adjusted immediately after such event to a price (calculated
to the nearest full cent) determined by dividing (a) the number of shares of
Common Stock outstanding immediately prior to such event, multiplied by the then
existing Exercise Price, by (b) the total number of shares of Common Stock
outstanding immediately after such event, and the resulting quotient shall be
the adjusted Exercise Price per share.  No adjustment of the Exercise Price
shall be made if the amount of such adjustment shall be less than $.05 per
share, but in such case any adjustment that would otherwise be required then to
be made shall be carried forward and shall be made at the time and together with
the next subsequent adjustment which, together with any adjustment or
adjustments so carried forward, shall amount to not less than $.05 per
share.

(b)	Adjustment of Number of Shares Purchasable on
Exercise of Warrants.  Upon each adjustment of the Exercise Price pursuant
to this Section, the Holder shall thereafter (until another such adjustment) be
entitled to purchase at the adjusted Exercise Price the number of shares,
calculated to the nearest full share, obtained by multiplying the number of
shares specified in such Warrant (as adjusted as a result of all adjustments in
the Exercise Price in effect prior to such adjustment) by the Exercise Price in
effect prior to such adjustment and dividing the product so obtained by the
adjusted Exercise Price.

(c)	Notice as to Adjustment.  Upon any adjustment
of the Exercise Price and any increase or decrease in the number of shares of
Common Stock purchasable upon the exercise of the Warrant, then, and in each
such case, the Company within thirty (30) days thereafter shall give written
notice thereof, by first class mail, postage prepaid, addressed to each Holder
as shown on the books of the Company, which notice shall state the adjusted
Exercise Price and the increased or decreased number of shares purchasable upon
the exercise of the Warrants, and shall set forth in reasonable detail the
method of calculation and the facts upon which such calculation is based.

(d)	Effect of Reorganization, Reclassification, Merger,
etc.  If at any time while any Warrant is outstanding there should be any
capital reorganization of the capital stock of the Company (other than the
issuance of any shares of Common Stock in subdivision of outstanding shares of
Common Stock by reclassification or otherwise and other than a combination of
shares provided for in Section 5(a) hereof), or any consolidation or merger of
the Company with another corporation, or any sale, conveyance, lease or other
transfer by the Company of all or substantially all of its property to any other
corporation, which is effected in such a manner that the holders of Common Stock
shall be entitled to receive cash, stock, securities, or assets with respect to
or in exchange for Common Stock, then, as a part of such transaction, lawful
provision shall be made so that each Holder shall have the right thereafter to
receive, upon the exercise hereof, the number of shares of stock or other
securities or property of the Company, or of the successor corporation resulting
from such consolidation or merger, or of the corporation to which the property
of the Company has been sold, conveyed, leased or otherwise transferred, as the
case may be, which the Holder would have been entitled to receive upon such
capital reorganization, reclassification of capital stock, consolidation,
merger, sale, conveyance, lease or other transfer, if such Warrant had been
exercised immediately prior to such capital reorganization, reclassification of
capital stock, consolidation, merger, sale, conveyance, lease or other transfer.
In any such case, appropriate adjustments (as determined by the Board of
Directors of the Company) shall be made in the application of the provisions set
forth in this Warrant (including the adjustment of the Exercise Price and the
number of Shares issuable upon the exercise of the Warrants) to the end that the
provisions set forth herein shall thereafter be applicable, as near as
reasonably may be, in relation to any shares or other property thereafter
deliverable upon the exercise of the Warrants as if the Warrants had been
exercised immediately prior to such capital reorganization, reclassification of
capital stock, such consolidation, merger, sale, conveyance, lease or other
transfer and the Warrant Holders had carried out the terms of the exchange as
provided for by such capital reorganization, consolidation or merger.  The
Company shall not effect any such capital reorganization, consolidation, merger
or transfer unless, upon or prior to the consummation thereof, the successor
corporation or the corporation to which the property of the Company has been
sold, conveyed, leased or otherwise transferred shall assume by written
instrument the obligation to deliver to each Holder such shares of stock,
securities, cash or property as in accordance with the foregoing provisions such
Holder shall be entitled to purchase.

6.	No Rights as Shareholders.  This Warrant shall
not entitle the Holder as such to any voting rights or other rights as a
stockholder of the Company.

7.	Registration Rights. If the Company shall
propose to file any registration statement (other than any registration
statement on Form S-4, S-8 or any other similarly inappropriate form, or any
successor forms thereto), under the 1933 Act covering a public offering of the
Company's Common Stock (including Common Stock held by shareholders of the
Company), including without limitation the registration statement the Company
was preparing, as of November 30, 2000, on Form S-3, it shall include in the
Registration Statement (to the extent permitted by applicable regulation), the
Common Stock purchased or purchasable by the Holder upon the exercise of the
Warrant.  The Company shall bear all expenses and fees incurred in connection
with the preparation, filing, and amendment of the Registration Statement with
the Commission, except that the Holder shall pay all fees, disbursements and
expenses of any counsel or expert retained by the Holder and all underwriting
discounts and commissions, filing fees and any transfer or other taxes relating
to the Shares included in the Registration Statement.   The Holder of this
Warrant agrees to cooperate with the Company in the preparation and filing of
any Registration Statement, and in the furnishing of information concerning the
Holder for inclusion therein, or in any efforts by the Company to establish that
the proposed sale is exempt under the 1933 Act as to any proposed distribution.
Except as provided above, all attorneys' fees and expenses incurred by the
Holder in enforcing its registration rights set forth in this Section 7 shall be
paid by the Company.

8.	Governing Law.  This Warrant shall be governed
by and construed in accordance with the laws of the State of Minnesota.

9.	Amendments and Waivers.  The provisions of this
Warrant may not be amended, modified or supplemented, and waiver or consents to
departures from the provisions hereof may not be given, unless the Company
agrees in writing and has obtained the written consent of the Holders.

10.	Notices.  All notices or communications
hereunder, except as herein otherwise specifically provided, shall be in writing
and if sent to the Holder shall be mailed, delivered, or telefaxed and confirmed
to the Holder at its address set forth on the records of the Company, with a
copy to Vignette Corporation, 901 S. Mopac, Building III, Austin, Texas  78746,
Attn: General Counsel; or if sent to the Company shall be mailed, delivered, or
telefaxed and confirmed to PopMail.com, Inc., 1333 Corporate Drive # 350,
Irving, TX  75038 or to such other address as the Company or the Holder shall
notify the other as provided in this Section.

IN WITNESS WHEREOF, PopMail.com, inc. has caused this Warrant
to be signed by its duly authorized officer in the date set forth
above.













PopMail.com, inc.
By:________________________________
Its:________________________________













	SUBSCRIPTION FORM


To be signed only upon exercise of Warrant.

The undersigned, the holder of the within Warrant, hereby
irrevocably elects to exercise the purchase right represented by such Warrant
for, and to purchase thereunder, ____________________ of the shares of Common
Stock of PopMail.com, inc. (the "Shares")  to which such Warrant
relates and herewith makes payment of $_____________ therefor in cash, certified
check or bank draft and requests that a certificate evidencing the Shares be
delivered to, _______________________________, the address for whom is set forth
below the signature of the undersigned:

Dated: ____________________



(Signature)



(Address)


	ASSIGNMENT FORM


To be signed only upon authorized transfer of Warrant.

FOR VALUE RECEIVED, the undersigned hereby sells, assigns,
and transfers unto _____________________________________ the right to purchase
shares of Common Stock of PopMail.com, inc. to which the within Warrant relates
and appoints ____________________ attorney, to transfer said right on the books
of _________________ with full power of substitution in the premises.

Dated: ____________________


(Signature)



(Address)




















EX-4.53
16
exh453.htm
EXHIBIT












Exhibit 4.53

The Warrant and the securities issuable upon exercise of
this Warrant (the "Securities") have not been registered under the
Securities Act of 1933 (the "Securities Act") or under any state
securities or Blue Sky laws ("Blue Sky Laws").  No transfer, sale,
assignment, pledge, hypothecation or other disposition of this Warrant or the
Securities or any interest therein may be made except (a) pursuant to an
effective registration statement under the Securities Act and any applicable
Blue Sky Laws or (b) if the Company has been furnished with both an opinion of
counsel for the holder, which opinion and counsel shall be reasonably
satisfactory to the Company, to the effect that no registration is required
because of the availability of an exemption from registration under the
Securities Act and applicable Blue Sky Laws, and assurances that the transfer,
sale, assignment, pledge, hypothecation or other disposition will be made only
in compliance with the conditions of any such registration or exemption.

	WARRANT TO PURCHASE SHARES OF COMMON STOCK

	OF POPMAIL.COM, INC.

Warrant No. ___	Irving, Texas
	December 21, 2000

This certifies that, for value received, The Shaar Fund, or
its successors or assigns ("Holder") is entitled to purchase from
PopMail.com, inc. (the "Company") One Hundred Thousand (100,000) fully
paid and nonassessable shares (the "Shares") of the Company's Common
Stock, $.01 par value (the "Common Stock"), at any time from the date
hereof until December 21, 2005 (the "Warrant Exercise Period"), at an
exercise price per share of 120% of the Market Price (as defined below) (the
"Exercise Price"), subject to adjustment as herein provided.
"Market Price" shall mean the lower of (i) the lowest trade of
the Company's Common Stock as reported by Nasdaq or (ii) the lowest price for
which the Company sells a share of Common Stock, each determined during the
period commencing thirty (30) days prior to the date hereof and ending thirty
(30) days after the date hereof.

This Warrant is subject to the following provisions, terms
and conditions:

1.	Exercise of Warrant.  The rights represented by this Warrant
may be exercised by the Holder, in whole or in part (but not as to a fractional
share of Common Stock), by the surrender of this Warrant (properly endorsed, if
required, at the Company's principal office in Irving, Texas, or such other
office or agency of the Company as the Company may designate by notice in
writing to the Holder at the address of such Holder appearing on the books of
the Company at any time within the period above named), and upon payment to it
by certified check, bank draft or cash of the purchase price for such Shares.
The Company agrees that the Shares so purchased shall have and are deemed to be
issued to the Holder as the record owner of such Shares as of the close of
business on the date on which this Warrant shall have been surrendered and
payment made for such Shares as aforesaid.  Certificates for the Shares of
Common Stock so purchased shall be delivered to the Holder within a reasonable
time, not exceeding ten (10) days, after the rights represented by this Warrant
shall have been so exercised, and, unless this Warrant has expired, a new
Warrant representing the number of Shares, if any, with respect to which this
Warrant shall not then have been exercised shall also be delivered to the Holder
within such time.  The Company may require that any such new Warrant or any
certificate for Shares purchased upon the exercise hereof bear a legend
substantially similar to that which is contained on the face of this
Warrant.
2.	Transferability of this Warrant.  This Warrant is issued
upon the following terms, to which each Holder consents and agrees:




(a)	Until this Warrant is transferred on the books of the
Company, the Company will treat the Holder of this Warrant registered as such on
the books of the Company as the absolute owner hereof for all purposes without
being affected by any notice to the contrary.

(b)	This Warrant may not be exercised, and this Warrant
and the Shares underlying this Warrant shall not be transferable, except in
compliance with all applicable state and federal securities laws, regulations
and orders, and with all other applicable laws, regulations and orders.

(c)	Prior to making any disposition of this Warrant or of
any of the Shares underlying this Warrant, the Holder will give written notice
to the Company describing the manner of any such proposed disposition.  The
Warrant may not be transferred, and the Shares may not be transferred, without
the Holder obtaining an opinion of counsel satisfactory in form and substance to
the Company's counsel stating that the proposed transaction will not result in a
prohibited transaction under the Securities Act, and applicable Blue Sky laws.
By accepting this Warrant, the Holder agrees to act in accordance with any
conditions reasonably imposed on such transfer by such opinion of counsel.

(d)	Neither this issuance of this Warrant nor the issuance
of the Shares underlying this Warrant have been registered under the Securities
Act.



3.	Certain Covenants of the Company.  The Company covenants and
agrees that all Shares which may be issued upon the exercise of the rights
represented by this Warrant, upon issuance and full payment for the Shares so
purchased, will be duly authorized and issued, fully paid and nonassessable and
free from all taxes, liens and charges with respect to the issue hereof, except
those that may be created by or imposed upon the Holder or its property, and
without limiting the generality of the foregoing, the Company covenants and
agrees that it will from time to time take all such actions as may be requisite
to assure that the par value per share of the Common Stock is at all times equal
to or less than the effective purchase price per share of the Common Stock
issuable pursuant to this Warrant.  The Company further covenants and agrees
that during the period within which the rights represented by this Warrant may
be exercised, the Company will at all times have authorized and reserved free of
preemptive or other rights for the exclusive purpose of issue upon exercise of
the purchase rights evidenced by this Warrant, a sufficient number of shares of
its Common Stock to provide for the exercise of the rights represented by this
Warrant.
4.	Adjustment of Exercise Price and Number of Shares.  The
Exercise Price and number of Shares are subject to the following
adjustments:


	(a)	Adjustment of Exercise Price for Stock
Dividend, Stock Split or Stock Combination.  In the event that (i) any
dividends on any class of stock of the Company payable in Common Stock or
securities convertible into or exercisable for Common Stock ("Common Stock
Equivalents") shall be paid by the Company, (ii) the Company shall
subdivide its then outstanding shares of Common Stock into a greater number of
shares, or (iii) the Company shall combine its outstanding shares of Common
Stock, by reclassification or otherwise, then, in any such event, the Exercise
Price in effect immediately prior to such event shall (until adjusted again
pursuant hereto) be adjusted immediately after such event to a price (calculated
to the nearest full cent) determined by dividing (a) the number of shares of
Common Stock outstanding immediately prior to such event, multiplied by the then
existing Exercise Price, by (b) the total number of shares of Common Stock
outstanding immediately after such event, and the resulting quotient shall be
the adjusted Exercise Price per share.  No adjustment of the Exercise Price
shall be made if the amount of such adjustment shall be less than $.05 per
share, but in such case any adjustment that would otherwise be required then to
be made shall be carried forward and shall be made at the time and together with
the next subsequent adjustment which, together with any adjustment or
adjustments so carried forward, shall amount to not less than $.05 per
share.

(b)	Adjustment of Number of Shares Purchasable on
Exercise of Warrants.  Upon each adjustment of the Exercise Price pursuant
to this Section, the Holder shall thereafter (until another such adjustment) be
entitled to purchase at the adjusted Exercise Price the number of shares,
calculated to the nearest full share, obtained by multiplying the number of
shares specified in such Warrant (as adjusted as a result of all adjustments in
the Exercise Price in effect prior to such adjustment) by the Exercise Price in
effect prior to such adjustment and dividing the product so obtained by the
adjusted Exercise Price.

(c)	Notice as to Adjustment.  Upon any adjustment
of the Exercise Price and any increase or decrease in the number of shares of
Common Stock purchasable upon the exercise of the Warrant, then, and in each
such case, the Company within thirty (30) days thereafter shall give written
notice thereof, by first class mail, postage prepaid, addressed to each Holder
as shown on the books of the Company, which notice shall state the adjusted
Exercise Price and the increased or decreased number of shares purchasable upon
the exercise of the Warrants, and shall set forth in reasonable detail the
method of calculation and the facts upon which such calculation is based.

(d)	Effect of Reorganization, Reclassification, Merger,
etc.  If at any time while any Warrant is outstanding there should be any
capital reorganization of the capital stock of the Company (other than the
issuance of any shares of Common Stock in subdivision of outstanding shares of
Common Stock by reclassification or otherwise and other than a combination of
shares provided for in Section 4(a) hereof), or any consolidation or merger of
the Company with another corporation, or any sale, conveyance, lease or other
transfer by the Company of all or substantially all of its property to any other
corporation, which is effected in such a manner that the holders of Common Stock
shall be entitled to receive cash, stock, securities, or assets with respect to
or in exchange for Common Stock, then, as a part of such transaction, lawful
provision shall be made so that each Holder shall have the right thereafter to
receive, upon the exercise hereof, the number of shares of stock or other
securities or property of the Company, or of the successor corporation resulting
from such consolidation or merger, or of the corporation to which the property
of the Company has been sold, conveyed, leased or otherwise transferred, as the
case may be, which the Holder would have been entitled to receive upon such
capital reorganization, reclassification of capital stock, consolidation,
merger, sale, conveyance, lease or other transfer, if such Warrant had been
exercised immediately prior to such capital reorganization, reclassification of
capital stock, consolidation, merger, sale, conveyance, lease or other transfer.
In any such case, appropriate adjustments (as determined by the Board of
Directors of the Company) shall be made in the application of the provisions set
forth in this Warrant (including the adjustment of the Exercise Price and the
number of Shares issuable upon the exercise of the Warrants) to the end that the
provisions set forth herein shall thereafter be applicable, as near as
reasonably may be, in relation to any shares or other property thereafter
deliverable upon the exercise of the Warrants as if the Warrants had been
exercised immediately prior to such capital reorganization, reclassification of
capital stock, such consolidation, merger, sale, conveyance, lease or other
transfer and the Warrant Holders had carried out the terms of the exchange as
provided for by such capital reorganization, consolidation or merger.  The
Company shall not effect any such capital reorganization, consolidation, merger
or transfer unless, upon or prior to the consummation thereof, the successor
corporation or the corporation to which the property of the Company has been
sold, conveyed, leased or otherwise transferred shall assume by written
instrument the obligation to deliver to each Holder such shares of stock,
securities, cash or property as in accordance with the foregoing provisions such
Holder shall be entitled to purchase.

5.	No Rights as Stockholders.  This Warrant shall not entitle
the Holder as such to any voting rights or other rights as a stockholder of the
Company.
6.	Governing Law.  This Warrant shall be governed by and
construed in accordance with the laws of the State of Minnesota.
7.	Amendments and Waivers.  The provisions of this Warrant may
not be amended, modified or supplemented, and waiver or consents to departures
from the provisions hereof may not be given, unless the Company agrees in
writing and has obtained the written consent of the Holders.
8.	Notices.  All notices or communications hereunder, except as
herein otherwise specifically provided, shall be in writing and if sent to the
Holder shall be mailed, delivered, or telefaxed and confirmed to the Holder at
his or her address set forth on the records of the Company; or if sent to the
Company shall be mailed, delivered, or telefaxed and confirmed to PopMail.com,
inc., 1333 Corporate Drive, Suite 350, Irving, TX  75038 or to such other
address as the Company or the Holder shall notify the other as provided in this
Section.


IN WITNESS WHEREOF, PopMail.com, inc. has caused this Warrant
to be signed by its duly authorized officer in the date set forth above.













PopMail.com, inc.

By:___________________________________
	Its:________________________________



SUBSCRIPTION FORM













To be signed only upon exercise of Warrant.

The undersigned, the holder of the within Warrant, hereby
irrevocably elects to exercise the purchase right represented by such Warrant
for, and to purchase thereunder, ___________________________________________ of
the shares of Common Stock of PopMail.com, inc. (the "Shares")  to
which such Warrant relates and herewith makes payment of $______ therefor
in cash, certified check or bank draft and requests that a certificate
evidencing the Shares be delivered to, _______________________________, the
address for whom is set forth below the signature of the undersigned:

Dated: ____________________



(Signature)



(Address)

	ASSIGNMENT FORM


To be signed only upon authorized transfer of Warrant.

FOR VALUE RECEIVED, the undersigned hereby sells, assigns,
and transfers unto _____________________________________ the right to purchase
shares of Common Stock of PopMail.com, inc. to which the within Warrant relates
and appoints ____________________ attorney, to transfer said right on the books
of _________________ with full power of substitution in the premises.

Dated: ____________________


(Signature)



(Address)


EX-4.54
17
exh454.htm
EXHIBIT











Exhibit 4.54

Schedule of Warrants
Issued in Connection with Convertible Secured Debt
Financing

Date of         Name of                 Warrant Number          Expiration Date
Issuance        Warrant Recipient       No.     Shares


12/01/00        GSI Ventures, LLC       GSI-1   200,000         12/01/05

12/08/00        GSI Ventures, LLC       GSI-2    50,000         12/08/05

12/13/00        GSI Ventures, LLC       GSI-3    50,000         12/13/05

12/15/00        GSI Ventures, LLC       GSI-4    50,000         12/15/05

12/21/00        The Shaar Fund, Ltd.    GSI-5   100,000         12/21/05

02/08/01        GSI Ventures, LLC       GSI-6    35,000         02/08/06























EX-4.55
18
exh455.htm
EXHIBIT













Exhibit 4.55

March 12, 2000


To:	Henry Fong, Gulfstream Partners

From:	PopMail.com, Inc.

Re:	Amended and Restated Letter Agreement for Investment

Dear Mr. Fong:

	PopMail.com, Inc. ("PopMail" of the "Company") hereby
agrees to sell shares of its common stock to Gulfstream Partners
("Gulfstream") on the following terms, which have been amended and
restated from the terms of our previous letter agreement dated October 30,
2000:





Gulfstream hereby subscribes for and purchases 3,000,000
shares of common stock, par value $.01 per share (the "Common
Stock") of PopMail. Upon the shareholder approval and filing of
the amendment to the Articles of Incorporation referred to above, the shares of
Common Stock issued to Gulfstream will be duly authorized, validly issued, fully
paid and non-assessable.

In payment for the Common Stock, Gulfstream agrees to pay
to the Company a cash purchase price of Four Hundred Twenty-five Thousand
Dollars ($425,000). The purchase price will be paid no later than October 30,
2000. 

Gulfstream acknowledges that an investment in PopMail is
highly speculative, involves a high degree of risk and immediate dilution and is
suitable only for persons who can afford to lose their entire investment.
Gulfstream represents and warrants that it is Gulfstream's intention to acquire
the Common Stock for its account for investment purposes and not with a view to
resale in connection with any distribution thereof.  Gulfstream further
represents and agrees that if Gulfstream should later desire to dispose of or
transfer any of the Common Stock in any manner, Gulfstream shall not do so
without registration of the Common Stock pursuant to the Securities Act of 1933
(the "Act") and applicable state laws, unless Gulfstream obtains an
opinion of counsel satisfactory to the Company that such proposed disposition or
transfer may be made lawfully without the registration. Gulfstream understands
and acknowledges that the stock certificate representing the shares of Common
Stock subscribed for hereby and to be issued by the Company upon acceptance of
this Subscription Agreement, will contain an appropriate restrictive legend
evidencing the above restrictions.

PopMail agrees that as soon as practicable and in no
event more than 60 days after the issuance of the Common Stock, it will file
with the Securities and Exchange Commission a registration statement on Form S-3
(or, if such form is unavailable, on such other form as is available for such
registration), covering the resale of the Common Stock. PopMail will use its
best efforts to have such registration statement declared effective by the SEC
within 30 days after the filing of the registration statement. PopMail will use
its best efforts to keep the registration statement effective at all times until
the earlier of (i) two years after the date of this Agreement or (ii) the date
on which Gulfstream or its assignee has sold all of the Common Stock.

Gulfstream shall maintain the right to assign up to
1,588,235 of the aforementioned 3,000,000 shares to Wayne Mills, Blake Capital
Partners or such other assignee as Gulfstream requests.

This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and to their successors and assigns. This
instrument contains the entire agreement of the parties, and there are no
representations, covenants or other agreements except as stated or referred to
herein. This Agreement shall be governed by and construed in accordance with the
laws of the State of Minnesota.

















Very truly yours,

POPMAIL.COM, INC.


By ____________________
Its ____________________
















The undersigned agrees to purchase the Common Stock described above
subject to the terms and conditions of this Amended and Restated Letter
Agreement.

GULFSTREAM PARTNERS
By ______________________
Its ______________________

Date: March 12, 2001



















EX-4.56
19
exh456.htm
EXHIBIT












Exhibit 4.56



SUBSCRIPTION AGREEMENT

	This SUBSCRIPTION AGREEMENT (the "Agreement") is made as of
March 16, 2001, by and between PopMail.com, inc., a Minnesota corporation (the
"Company"), and Goben Enterprises L.P. (the
"Purchaser").

	WHEREAS, the Company desires to sell to Purchaser, and Purchaser desires
to purchase, Five Hundred Thousand (500,000) shares of the Company's common
stock, $.01 par value (the "Shares") for an aggregate price of Thirty-
five Thousand Dollars ($35,000).

	NOW, THEREFORE, in consideration of the mutual covenants and upon the
terms and subject to the conditions set forth herein, the Company and Purchaser
agree as follows:





Acquisition of Shares. In accordance with the
terms and conditions set forth herein, the Company hereby agrees to sell,
transfer, convey and deliver to Purchaser, and Purchaser hereby agrees to
acquire on the date hereof, all right, title and interest in the Shares.  The
aggregate purchase price of the Shares shall be Thirty-five Thousand Dollars
($35,000) payable upon the parties' execution of this Agreement.  Promptly after
the execution of this Agreement and receipt of the Purchaser's payment the
Company shall deliver to Purchaser a stock certificate evidencing the
Shares.
Representations, Warranties and Covenants of the
Purchaser.  The Purchaser represents and warrants to the Company as
follows:






Binding Obligation.  This Agreement constitutes
the legal, valid and binding obligation of Purchaser in accordance with the
terms hereof.
Representations, Warranties and Covenants of the
Purchaser. 








Purchaser has been given access to full and complete
information regarding the Company (including the opportunity to meet with
Company officers and review such other documents as Purchaser may have requested
in writing).
Purchaser represents that it is an "Accredited
Investor," as that term is defined in Rule 501(a) promulgated in connection
with the Securities Act of 1933, as amended.
Purchaser is experienced and knowledgeable in financial
and business matters, is capable of evaluating the merits and risks of investing
in the Shares, and does not need or desire the assistance of a knowledgeable
representative to aid in the evaluation of such risks.
Purchaser realizes that a purchase of the Shares
represents a speculative investment involving a high degree of risk.
Purchaser realizes that the Shares have not been
registered for sale under the Securities Act of 1933, as amended, (the
"Act"), or applicable state securities laws (the "State
Laws") and may be sold only pursuant to registration under the Act and
State Laws, or an opinion of counsel satisfactory to counsel for the Company
that such registration is not required.
Purchaser is a resident of the State of
Florida.








Representations, Warranties and Covenants of the
Company.  The Company hereby represents, warrants and covenants to Purchaser
as follows:







Binding Obligation. This Agreement constitutes
the legal, valid and binding obligation of Purchaser in accordance with the
terms hereof.

No Legal Bar. The Company is not prohibited by any
order, writ, injunction or decree of any body of competent jurisdiction from
consummating the transactions contemplated by this Agreement, and no such action
or proceeding is pending against Company which questions the validity of this
Agreement or any of the transactions contemplated hereby.

Regulatory Approvals. There are no consents,
approvals, authorizations and other requirements prescribed by any law, rule or
regulation which must be obtained or satisfied by Company in order to permit the
consummation of the transactions contemplated by this Agreement.

Registration Under the Securities Act of 1933.
The Company shall include the Shares in its next registration statement filed
under the Act.  The Company shall prepare and file a registration statement
under the Act (the "Registration Statement") registering the Shares
for resale within 90 days of the date of this Agreement.  The Company shall bear
all expenses and fees incurred in connection with the preparation, filing, and
amendment of the Registration Statement with the Securities and Exchange
Commission, except that the Purchaser (or its assignee) shall pay (i) all fees,
disbursements and expenses of any counsel or expert retained by Purchaser and
(ii) all underwriting discounts and commissions, filing fees and any transfer or
other taxes relating to the Shares included in the Registration
Statement.



4.	Legend. The certificates representing the
Common Shares shall have imprinted a legend containing substantially the
following language:




"The securities represented by this certificate have
not been registered under either the Securities Act of 1933, as amended, or
applicable state securities laws and may not be sold, transferred, assigned,
offered, pledged or otherwise distributed for value unless there is an effective
registration statement under such Act and such laws covering such securities, or
the Company receives an opinion of counsel acceptable to the Company stating
that such sale, transfer, assignment, offer, pledge or other distribution for
value is exempt from the registration and prospectus delivery requirements of
such Act and such laws."



	5.	Miscellaneous.  

(a)	Governing Law.  This Agreement shall be
governed by and construed in accordance with the internal laws of the State of
Minnesota, without giving effect to the principles of conflict of laws.





Entire Agreement; Severability and
Enforcement.









This Agreement and the instruments delivered pursuant
hereto constitute the entire agreement between the parties and supersede all
prior agreements and understandings, written or oral, between the parties
relating to the subject matter hereof.  This Agreement may be amended or
supplemented only by a writing signed by all of the parties hereto.

Each provision of this Agreement is severable.  If any
provision of this Agreement is found to be unenforceable or in violation of any
statute, rule, regulation, order or decree of any governmental authority, court
or agency, then such provision shall be modified to the minimum extent necessary
so as to render it enforceable and cure such violation, and all other provisions
hereof shall remain in full force and effect notwithstanding such
violation.









Facsimile/Counterpart Execution. This Agreement
may be executed by facsimile transmitted signature, and both parties agree that
the reproduction of signatures by way of telecopying devices shall be treated as
though such reproductions were executed originals.  This Agreement may be
executed in counterparts, each of which shall be considered an
original.



IN WITNESS WHEREOF, the parties have
executed this Agreement as of the date and year first written above.
PopMail.com,
Inc.					


By:_____________________________	____________________________
__
   	Stephen J. Spohn				Goben Enterprises L.P.
("Purchaser")















Chief Financial
Officer	By:____________________________	
PopMail.com, Inc.	SS#:_________________________














	1333 Corporate Drive, Suite 350	Address:
______________________	
	Irving, TX
75038			______________________________
							_________________________






















EX-10.20
20
exh1020.htm
EXHIBIT











EXHIBIT 10.20
Date of		Name of		Warrant	        Number		Expiration
Issuance	Recipient	No.		Shares		Date		Status

3/03/99	Michael A. Bird		BWL-1		25,000		3/03/2004	Cancelled
3/03/99	John E. Feltl		BWL-2		82,500		3/03/2004
3/03/99	Stephen D. King		BWL-3		82,500		3/03/2004
3/03/99	Timothy I. Maudlin		BWL-4		50,000		3/03/2004
3/03/99	Wayne W. Mills		BWL-5		250,000		3/03/2004	Cancelled

Note: all share amounts and exercise prices are pre-split values.




















EX-10.23
21
exh1023.htm
EXHIBIT












EXHIBIT 10.23


Schedule of Warrants Issued in Connection with Series A 8% Convertible
Preferred Stock
Date of	Name of		Warrant	Number		Expiration
Issuance	Holder	 	No. 	Shares		Date /Status

5/14/99	The Shaar Fund, Ltd	A-1	300,000		5/14/2004
						Cancelled

5/14/99	Progressive Group	A-2	150,000		5/14/2004


NOTE:  All share amounts and exercise
prices reflect pre-split values.




















EX-10.29
22
exh1029.htm
EXHIBIT












EXHIBIT 10.29


Schedule of Warrants
Issued in Connection with Series C 8% Convertible Preferred
Stock

Date of	Name of 		Warrant	Number		Exercise Price
Issuance	Recipient		No.	Shares		Expiration Date

11/12/99	The Shaar Fund, Ltd.	C-1	100,000		$3.00
						7/13/2004
						Cancelled

7/13/99	Progressive Group	C-2	150,000		$3.00
						7/13/2004

11/12/99	The Shaar Fund, Ltd.	C-1b	100,000		$3.00
						7/13/2004
						Cancelled

11/12/99	The Shaar Fund, Ltd.	C-3	200,000		$2.00
						7/13/2004
						Cancelled



Note:  All share numbers and exercise prices are pre-split values.




















EX-10.33
23
exh1033.htm
EXHIBIT










EXHIBIT 10.33


Schedule of Warrants
Issued in Connection with Series D 8% Convertible Preferred
Stock

Date of		Name of		Warrant		Number		Expiration Date
Issuance		Recipient		No.		Shares


8/31/99		The Shaar Fund, Ltd.	D-1		300,000		8/31/2004
								Cancelled

8/31/99		Progressive Group	D-2		150,000		8/31/2004

Note:  All share amounts are pre-split
values.




















EX-10.52
24
exh1052.htm
EXHIBIT












Exhibit 10.52

STOCK PURCHASE AGREEMENT
By and Between
NETCALENDAR, INC.
and
POPMAIL.COM, INC.
______________________________
August __, 2000
______________________________






STOCK PURCHASE AGREEMENT


This Stock Purchase Agreement (the "Agreement") is entered into as of
August 8, 2000 (the "Effective Date") by and between NetCalendar, Inc., a
corporation organized under the laws of the State of Delaware (hereinafter
"NetCalendar"), and PopMail.com, inc., a Minnesota corporation
("PopMail").



W I T N E S S E T H:


WHEREAS, PopMail desires to purchase 27,624 shares of NetCalendar common
stock, par value $0.01 per share (the "Shares") and NetCalendar is willing to
sell the Shares to PopMail pursuant to the terms, and subject to the conditions
set forth hereinafter.
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
A G R E E M E N T:




PURCHASE AND SALE OF STOCK


Purchase and Sale.  Pursuant to the terms, and subject to the
conditions set forth herein, NetCalendar shall issue and sell the Shares to
PopMail, and PopMail shall purchase the Shares from NetCalendar for the price of
$1,000,000 (the "Purchase Price") payable in the manner specified in Section
1.2.

Payment of the Purchase Price. The Purchase Price shall be paid in
shares of PopMail common stock, $.01 par value, ("Purchase Price Shares")
delivered to NetCalendar at the closing (the "Closing") of the purchase
transaction contemplated herein selected by mutual agreement of the parties, but
not later than August 26, 2000 (the "Initial Closing Date").  For purposes of
this Section 1.2, the Purchase Price Shares shall be valued at the average
closing share price of PopMail common stock for the ten consecutive trading days
preceding the second business day prior to the Initial Closing Date (the
"Initial Closing Share Price"); provided, however, that PopMail
shall not be obligated to issue shares of its common stock at an effective per
share price of less than $.50.  If the average closing share price of PopMail
common stock for the ten consecutive trading days preceding the second business
day prior to the Initial Closing Date is less than $.50, PopMail shall offer to
NetCalendar Purchase Price Shares at an effective per share price of $.50 and
NetCalendar shall have the option to accept such offer (in which event the
Initial Closing Share Price shall be $.50) or to reject such offer and terminate
this Agreement pursuant to Section 6.1.
The Closing.  The Closing shall take place at the offices of Maslon
Edelman Borman & Brand, LLP, 3300 Wells Fargo Center, Minneapolis, MN 55402.
At the Closing, NetCalendar shall deliver to PopMail a certificate representing
the Shares in a form reasonably satisfactory to PopMail and its counsel and duly
executed by authorized officers of NetCalendar. At the Closing, PopMail shall
deliver to NetCalendar certificates representing the Purchase Price Shares in a
form reasonably satisfactory to NetCalendar and its counsel and duly executed by
authorized officers of PopMail. 
Supplemental Closing.  During the seven (7) business day period
commencing on the 435th day following the Initial Closing Date, NetCalendar
shall make the following determinations:  (a) the average per share selling
price (the "Average Selling Price") of all Purchase Price Shares, if any, sold
by NetCalendar during the 15-month period beginning upon the Initial Closing
Date pursuant to the provisions of Section 5.2 hereof, and (b) the number of
Purchase Price Shares, if any, which NetCalendar offered for sale at any time
pursuant to the provisions of Section 5.2 hereof, but was not able to sell due
to lack of a buyer during the applicable period (the "Unsold Purchase Price
Shares").  NetCalendar shall provide to PopMail written notice of each such
determination in reasonable detail, which notice shall include a certificate
containing any Unsold Purchase Price Shares (the "Lookback Notice").  If the
Average Selling Price of Purchase Price Shares sold by NetCalendar during such
period is less than the Initial Closing Share Price of such shares, NetCalendar
shall have the right to receive additional cash or, at PopMail's option, shares
of PopMail common stock ("Supplemental Purchase Price Shares") equal in value to
the amount by which the Initial Closing Share Price exceeds the Average Selling
Price, multiplied by the number of Purchase Price Shares sold by NetCalendar
during such 15-month period (such amount constituting the "Supplemental Purchase
Price").  In addition to the Supplemental Purchase Price, to the extent
NetCalendar has returned any Unsold Purchase Price Shares with the Lookback
Notice, NetCalendar shall have the right to receive, in exchange therefor, such
number of NetCalendar Shares as provided  below.  On the 10th business day
following the date of the Lookback Notice delivered in accordance herewith(the
"Supplemental Closing Date"), PopMail shall deliver to NetCalendar (a) either
cash or one or more certificates executed by duly authorized officers of PopMail
representing Supplemental Purchase Price Shares equal in value to the
Supplemental Purchase Price, and (b) such number of Shares as shall have been
purchased by PopMail with the Unsold Purchase Price Shares as of the Initial
Closing Date.  For purposes of this Section 1.4, the value of the Supplemental
Purchase Price Shares shall be equal to the average closing share price of
PopMail common stock for the ten consecutive trading days preceding the second
business day prior to the Supplemental Closing Date.  In the event that the
Supplemental Registration Statement is not declared effective by the Securities
and Exchange Commission (the "SEC") on or before the Supplemental Registration
Due Date, or is not maintained effective throughout the Supplemental
Registration Period, pursuant to the provisions of Section 5.3 hereof,
NetCalendar shall be entitled to return to PopMail certificates representing
such number of Supplemental Purchase Price Shares as shall then be held by
NetCalendar (such shares representing the "Unrealized Supplemental Purchase
Price") and PopMail shall, within five (5) days following receipt of same,
either pay to NetCalendar the Unrealized Supplemental Purchase Price in cash or
return to NetCalendar that number of Shares as shall have been equivalent in
value to the Unrealized Supplemental Purchase Price as of the Initial Closing
Date.


REPRESENTATIONS AND WARRANTIES


Representations and Warranties of NetCalendar.  NetCalendar
hereby represents and warrants to PopMail as of the date hereof as follows:


Organization and Qualification.  NetCalendar is a corporation,
validly existing and in good standing under the laws of the State of Delaware,
with the requisite corporate power and authority to own and use its properties
and assets and to carry on its business as currently conducted.  NetCalendar is
duly qualified to do business and is in good standing as a foreign corporation
in each jurisdiction in which the nature of the business conducted or property
owned by it makes such qualification necessary, except where the failure to be
so qualified or in good standing, as the case may be, could not, individually or
in the aggregate, (x) adversely affect the legality, validity or enforceability
of the Shares or this Agreement, (y) have a material adverse effect on the
results of operations, assets, or financial condition of NetCalendar, or (z)
adversely impair NetCalendar's ability to perform fully on a timely basis its
material obligations under this Agreement (a "Material Adverse Effect").
Authorization; Enforcement.  NetCalendar has the requisite corporate
power and authority to enter into and to consummate the transactions
contemplated by this Agreement and to otherwise carry out its obligations
thereunder. The execution and delivery of this Agreement by NetCalendar and the
consummation by it of the transactions contemplated hereby have been duly
authorized by all necessary action on the part of NetCalendar. This Agreement
has been duly executed by NetCalendar and when delivered in accordance with the
terms hereof shall constitute the legal, valid and binding obligation of
NetCalendar enforceable against NetCalendar in accordance with its terms, except
as such enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating to, or
affecting generally the enforcement of, creditors' rights and remedies or by
other equitable principles of general application.  NetCalendar is not in
violation of any provision of its certificate of incorporation, bylaws or other
charter documents.
Capitalization.  The authorized, issued and outstanding capital stock
of NetCalendar is set forth in Schedule 2.1(c).  The only shares of currently
issued and outstanding NetCalendar capital stock (including shares of common
stock) entitled to preemptive or similar rights are shares of Series A, B and C
Convertible Preferred Stock. Except as disclosed in Schedule 2.1(c), there are
no outstanding options, warrants, script rights to subscribe to, calls or
commitments of any character whatsoever relating to, or, securities, rights or
obligations convertible into or exchangeable for, or giving any person any right
to subscribe for or acquire any shares of common stock, or contracts,
commitments, understandings, or arrangements by which NetCalendar is or may
become bound to issue additional shares of common stock, or securities or rights
convertible or exchangeable into shares of common stock. 
Issuance of the Shares.  The Shares are duly authorized, and, when
issued against payment as contemplated by this Agreement, shall be validly
issued.
No Conflicts.  The execution, delivery and performance of this
Agreement by NetCalendar and the consummation by NetCalendar of the transactions
contemplated hereby do not and will not (i) conflict with or violate any
provision of its certificate of incorporation, bylaws or other charter documents
(each as amended through the date hereof), (ii) conflict with, or constitute a
default (or an event which with notice or lapse of time or both would become a
default) under, or give to others any rights of termination, amendment,
acceleration or cancellation of, any agreement, indenture or instrument
(evidencing a NetCalendar debt or otherwise) to which NetCalendar is a party or
by which any property or asset of NetCalendar is bound or affected, or (iii)
result in a violation of any law, rule, regulation, order, judgment, injunction,
decree or other restriction of any court or governmental authority to which
NetCalendar is subject (including federal and state securities laws and
regulations), or by which any property or asset of NetCalendar is bound or
affected, except in the case of each of clauses (ii) and (iii), as could not,
individually or in the aggregate, have or result in a Material Adverse Effect.
The business of NetCalendar is not being conducted in violation of any law,
ordinance or regulation of any governmental authority, except for violations
which, individually or in the aggregate, could not have or result in a Material
Adverse Effect.
Consents and Approvals.  NetCalendar is not required to obtain any
consent, waiver, authorization or order of, or make any filing or registration
with, any court or other federal, state, local, foreign or other governmental
authority or other Person (defined below) in connection with the execution,
delivery and performance by NetCalendar of this Agreement other than where the
failure to obtain such consent, waiver, authorization or order, or to give or
make such notice or filing, could not have or result in, individually or in the
aggregate, a Material Adverse Effect.  NetCalendar shall deliver to PopMail the
Shares in the manner contemplated hereby free and clear of all liens and
encumbrances of any nature whatsoever. A "Person" means an individual or
corporation, partnership, trust, incorporated or unincorporated association,
joint venture, limited liability company, joint stock company, government (or an
agency or subdivision thereof) or other entity of any kind.
Litigation; Proceedings.  Except as specifically disclosed in
Schedule 2.1(g), there is no action, suit, notice of violation, proceeding or
investigation pending or, to the knowledge of NetCalendar, threatened against or
affecting NetCalendar or any of its properties before or by any court,
governmental or administrative agency or regulatory authority (federal, state,
county, local or foreign) which (i) adversely affects or challenges the
legality, validity or enforceability of this Agreement or the Shares or (ii)
could, individually or in the aggregate, have or result in a Material Adverse
Effect.
No Default or Violation.  NetCalendar (i) is not in default under or
in violation of (and has not received notice of a claim that it is in default
under or that it is in violation of) any indenture, loan or credit agreement or
any other agreement or instrument to which it is a party or by which it or any
of its properties is bound, (ii) is not in violation of any order of any court,
arbitrator or governmental body, or (iii) is not in violation of any statute,
rule or regulation of any governmental authority, except as could not
individually or in the aggregate, have or result in, a Material Adverse
Effect.
Private Offering.  Assuming the accuracy of the representations and
warranties of PopMail set forth in Sections 2.2(h), (i) and (j), the offer,
issuance and sale of the Shares to PopMail as contemplated hereby are exempt
from the registration requirements of the Securities Act of 1933, as amended
(the "Securities Act").
Investment Intent.  NetCalendar is acquiring the Purchase Price
Shares, and may acquire the Supplemental Purchase Price Shares, for
NetCalendar's own account for investment purposes only and not with a view to or
for distributing or reselling such securities except pursuant to a registration
statement then effective under the Securities Act.
Access to Information. NetCalendar acknowledges that NetCalendar has
been afforded (i) the opportunity to ask such questions as NetCalendar has
deemed necessary of, and to receive answers from, representatives of PopMail
concerning the merits and risks of investing in the Purchase Price Shares and
the Supplemental Purchase Price Shares; (ii) access to information about PopMail
and PopMail's financial condition, results of operations, business, properties,
management and prospects sufficient to enable NetCalendar to evaluate
NetCalendar's investment; and (iii) the opportunity to obtain such additional
information which PopMail possesses or can acquire without unreasonable effort
or expense that is necessary to make an informed investment decision.
Reliance. NetCalendar understands and acknowledges that (i) the
Purchase Price Shares and the Supplemental Purchase Price Shares are being
issued to NetCalendar without registration under the Securities Act in a private
placement that is exempt from the registration provisions of the Securities Act
and (ii) the availability of such exemption, depends in part on, and PopMail
will rely upon the accuracy and truthfulness of, the foregoing representations
and NetCalendar hereby consents to such reliance.

Representations and Warranties of PopMail.  PopMail hereby represents
and warrants to NetCalendar as of the date hereof as follows:


Organization and Qualification.  PopMail is a corporation, validly
existing and in good standing under the laws of the State of Minnesota, with the
requisite corporate power and authority to own and use its properties and assets
and to carry on its business as currently conducted.  PopMail is duly qualified
to do business and is in good standing as a foreign corporation in each
jurisdiction in which the nature of the business conducted or property owned by
it makes such qualification necessary, except where the failure to be so
qualified or in good standing, as the case may be, could not, individually or in
the aggregate, (x) adversely affect the legality, validity or enforceability of
the Purchase Price Shares, the Supplemental Purchase Price Shares or this
Agreement, (y) have a material adverse effect on the results of operations,
assets, or financial condition of PopMail, or (z) adversely impair PopMail's
ability to perform fully on a timely basis its material obligations under this
Agreement (a "Material Adverse Effect").
Authorization; Enforcement.  PopMail has the requisite corporate
power and authority to enter into and to consummate the transactions
contemplated by this Agreement and to otherwise carry out its obligations
thereunder. The execution and delivery of this Agreement by PopMail and the
consummation by it of the transactions contemplated hereby have been duly
authorized by all necessary action on the part of PopMail. This Agreement has
been duly executed by PopMail and when delivered in accordance with the terms
hereof shall constitute the legal, valid and binding obligation of PopMail
enforceable against PopMail in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating to, or
affecting generally the enforcement of, creditors' rights and remedies or by
other equitable principles of general application.  PopMail is not in violation
of any provision of its articles of incorporation, bylaws or other charter
documents.
Issuance of the Purchase Price Shares and the Supplemental Purchase Price
Shares.  The Purchase Price Shares and the Supplemental Purchase Price
Shares are duly authorized, and, when issued against payment as contemplated by
this Agreement, shall be validly issued.
No Conflicts.  The execution, delivery and performance of this
Agreement by PopMail and the consummation by PopMail of the transactions
contemplated hereby do not and will not (i) conflict with or violate any
provision of its articles of incorporation, bylaws or other charter documents
(each as amended through the date hereof), (ii) conflict with, or constitute a
default (or an event which with notice or lapse of time or both would become a
default) under, or give to others any rights of termination, amendment,
acceleration or cancellation of, any agreement, indenture or instrument
(evidencing a PopMail debt or otherwise) to which PopMail is a party or by which
any property or asset of PopMail is bound or affected, or (iii) result in a
violation of any law, rule, regulation, order, judgment, injunction, decree or
other restriction of any court or governmental authority to which PopMail is
subject (including federal and state securities laws and regulations), or by
which any property or asset of PopMail is bound or affected, except in the case
of each of clauses (ii) and (iii), as could not, individually or in the
aggregate, have or result in a Material Adverse Effect.  The business of PopMail
is not being conducted in violation of any law, ordinance or regulation of any
governmental authority, except for violations which, individually or in the
aggregate, could not have or result in a Material Adverse Effect.
Consents and Approvals.  PopMail is not required to obtain any
consent, waiver, authorization or order of, or make any filing or registration
with, any court or other federal, state, local, foreign or other governmental
authority or other Person (defined below) in connection with the execution,
delivery and performance by PopMail of this Agreement other than where the
failure to obtain such consent, waiver, authorization or order, or to give or
make such notice or filing, could not have or result in, individually or in the
aggregate, a Material Adverse Effect.  PopMail shall deliver to PopMail the
Purchase Price Shares and, if applicable, the Supplemental Purchase Price Shares
in the manner contemplated hereby free and clear of all liens and encumbrances
of any nature whatsoever. A "Person" means an individual or corporation,
partnership, trust, incorporated or unincorporated association, joint venture,
limited liability company, joint stock company, government (or an agency or
subdivision thereof) or other entity of any kind.
Litigation; Proceedings.  Except as specifically disclosed in
Schedule 2.2(f), there is no action, suit, notice of violation, proceeding or
investigation pending or, to the knowledge of PopMail, threatened against or
affecting PopMail or any of its properties before or by any court, governmental
or administrative agency or regulatory authority (federal, state, county, local
or foreign) which (i) adversely affects or challenges the legality, validity or
enforceability of this Agreement or the Purchase Price Shares or the
Supplemental Purchase Price Shares or (ii) could, individually or in the
aggregate, have or result in a Material Adverse Effect.
Private Offering.  Assuming the accuracy of the representations and
warranties of NetCalendar set forth in Sections 2.1(j), (k) and (l), the offer,
issuance and sale of the Purchase Price Shares and the Supplemental Purchase
Price Shares to NetCalendar as contemplated hereby are exempt from the
registration requirements of the Securities Act of 1933, as amended (the
"Securities Act").
Investment Intent.  PopMail is acquiring the Shares for PopMail's own
account for investment purposes only and not with a view to or for distributing
or reselling such securities.
Access to Information. PopMail acknowledges that PopMail has been
afforded (i) the opportunity to ask such questions as PopMail has deemed
necessary of, and to receive answers from, representatives of NetCalendar
concerning the merits and risks of investing in the Shares; (ii) access to
information about NetCalendar and NetCalendar's financial condition, results of
operations, business, properties, management and prospects sufficient to enable
PopMail to evaluate PopMail's investment; and (iii) the opportunity to obtain
such additional information which PopMail possesses or can acquire without
unreasonable effort or expense that is necessary to make an informed investment
decision.
Reliance. PopMail understands and acknowledges that (i) the Shares
are being issued to PopMail without registration under the Securities Act in a
private placement that is exempt from the registration provisions of the
Securities Act and (ii) the availability of such exemption, depends in part on,
and NetCalendar will rely upon the accuracy and truthfulness of, the foregoing
representations and PopMail hereby consents to such reliance.



INDEMNIFICATION


Survival of Representations and Warranties. Notwithstanding any
investigation made by or on behalf of any of the parties hereto or the results
of any such investigation and notwithstanding the participation of such party in
the Closing, the representations and warranties contained in Article 2
hereof shall survive the Closing, provided that claims based upon any alleged
breach of a representation or warranty contained in Sections 2.1(g) or 2.2(f)
may be brought at any time on or prior to the expiration of any relevant statute
of limitations governing the underlying claim.
Indemnification of PopMail.  NetCalendar agrees to indemnify and hold
harmless PopMail, and each of PopMail's subsidiaries, and their respective
officers, directors, employees, agents, affiliates and shareholders against and
in respect of: (i) any and all losses, damages or deficiencies (whether as a
result of a direct claim by PopMail against NetCalendar, a third party claim
against PopMail or otherwise) resulting to PopMail from any and all breaches of
representations, warranties, covenants or other terms of this Agreement by
NetCalendar made or contained in this Agreement or in any certification, list,
document, exhibit or schedule delivered to PopMail under or in connection with
this Agreement or the transactions contemplated herein; and (ii) all costs and
expenses incident to any and all actions, suits, proceedings, claims, demands,
assessments, settlements or judgments in respect of  the foregoing, regardless
of the merit thereof, including PopMail's reasonable legal and accounting fees
and expenses (whether incident to the foregoing or to PopMail's enforcement of
said rights of defense and indemnity) (items (i) and(ii) above shall be referred
to herein collectively as "PopMail's Damages").
Procedure for Indemnification of PopMail.  If any action, suit or
proceeding shall be commenced against PopMail or any claim, demand or assessment
be asserted against PopMail in respect of which PopMail proposes to demand
indemnification, PopMail shall notify NetCalendar to that effect with reasonable
promptness. PopMail will have the right to cause NetCalendar to assume the
entire control of the defense, compromise or settlement thereof, including, at
the expense of NetCalendar, employment of counsel satisfactory to PopMail and,
in connection therewith, PopMail shall cooperate fully to make available to
NetCalendar all pertinent information under its control.  With respect to any
action, suit, proceeding claim, demand or assessment made against PopMail as to
which PopMail does not cause NetCalendar to assume control of the defense
thereof, NetCalendar shall thereafter reimburse PopMail for all of PopMail's
Damages, as and when they are incurred.
Indemnification of NetCalendar.  PopMail agrees to indemnify and hold
harmless NetCalendar, and each of NetCalendar's subsidiaries, and their
respective officers, directors, employees, agents, affiliates and stockholders
against and in respect of: (i) any and all losses, damages or deficiencies
(whether as a result of a direct claim by NetCalendar against PopMail, a third
party claim against NetCalendar or otherwise) resulting to NetCalendar from any
and all breaches of representations, warranties, covenants or other terms of
this Agreement by PopMail made or contained in this Agreement or in any
certification, list, document, exhibit or schedule delivered to NetCalendar
under or in connection with this Agreement or the transactions contemplated
herein; and (ii) all costs and expenses incident to any and all actions, suits,
proceedings, claims, demands, assessments, settlements or judgments in respect
of  the foregoing, regardless of the merit thereof, including NetCalendar's
reasonable legal and accounting fees and expenses (whether incident to the
foregoing or to NetCalendar's enforcement of said rights of defense and
indemnity) (items (i) and(ii) above shall be referred to herein collectively as
"NetCalendar's Damages").
Procedure for Indemnification of NetCalendar.  If any action, suit or
proceeding shall be commenced against NetCalendar or any claim, demand or
assessment be asserted against NetCalendar in respect of which NetCalendar
proposes to demand indemnification, NetCalendar shall notify PopMail to that
effect with reasonable promptness. NetCalendar will have the right to cause
PopMail to assume the entire control of the defense, compromise or settlement
thereof, including, at the expense of PopMail, employment of counsel
satisfactory to NetCalendar and, in connection therewith, NetCalendar shall
cooperate fully to make available to PopMail all pertinent information under its
control.  With respect to any action, suit, proceeding claim, demand or
assessment made against NetCalendar as to which NetCalendar does not cause
PopMail to assume control of the defense thereof, PopMail shall thereafter
reimburse NetCalendar for all of NetCalendar's Damages, as and when they are
incurred.


OTHER AGREEMENTS OF THE PARTIES


Transfer Restrictions.  


The Shares, Purchase Price Shares, the Supplemental Purchase Price Shares
and the Additional Shares (defined in Section 4.4 below) may only be disposed of
pursuant to an effective registration statement under the Securities Act or
pursuant to an available exemption from or in a transaction not subject to the
registration requirements thereof. In connection with any transfer of such
securities other than pursuant to an effective registration statement, the
issuer may require the transferor thereof to provide to the issuer an opinion of
counsel experienced in the area of federal securities laws selected by the
transferor, the form and substance of which opinion shall be reasonably
satisfactory to the issuer and its counsel, to the effect that such transfer
does not require registration under the Securities Act of 1933, as amended.

Each of NetCalendar and PopMail agree to the imprinting, so long as is
required by this Section 4.1(b), of either of the following legends on
certificates and other documents representing the Shares, Purchase Price Shares,
Supplemental Purchase Price Shares and Additional Shares: 

Legend (1):
THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE, IN
RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT
OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS.
Legend (2):
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND
MAY BE TRANSFERRED ONLY IF REGISTERED UNDER SUCH APPLICABLE ACTS OR UPON
DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE
COMPANY, THAT SUCH TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
The legends set forth above shall be removed from such certificates and
other documents and the issuer shall issue a certificate without any legend
(upon surrender of the legended certificates or other documents duly endorsed)
to each holder of such certificates and other documents upon which it is stamped
if (i) such securities are registered for resale under the Securities Act or
(ii) such legend is not required pursuant to Rule 144(k) promulgated under the
Securities Act. Each of NetCalendar and PopMail agrees that it will provide the
other, upon request, with certificates representing the issuer's securities
issued pursuant to this Agreement free from such legend at such time as such
legend is no longer required in accordance with this Section.
Appointment to Board of Advisors; Appointment to Board of Directors.



Promptly upon the Closing of the purchase of the Shares contemplated by this
Agreement, NetCalendar shall appoint one person designated by PopMail to the
NetCalendar Board of Advisors and permit such person (or any replacement
designated by PopMail) to fully participate in the duties and other activities
of the Board of Advisors, and shall reimburse such person for any and all
expense reasonably incurred in connection therewith, so long as PopMail owns any
of the Shares.  PopMail hereby designates ______________ as PopMail's first
appointee to serve on the NetCalendar Board of Advisors.
In the event that PopMail fully exercises the Option pursuant to Section 4.4
below as to all 27,624 Additional Shares, and PopMail causes the Initial
Registration Statement defined in Section 5.1 to be declared effective on or
before the Initial Registration Due Date, NetCalendar shall cause PopMail's
designee (or any replacement designee subsequently identified by PopMail) to be
appointed to the NetCalendar Board of Directors.  So long as (i) the Initial
Registration Statement is maintained effective throughout the Registration
Period and any Supplemental Registration Statement is maintained effective
throughout the Supplemental Registration Period, and (ii) PopMail owns in excess
of eight percent (8%) of NetCalendar's issued and outstanding shares of capital
stock, on a fully diluted, as-converted basis, PopMail's designee shall continue
to serve on the NetCalendar Board of Directors.

Option to Purchase Additional Shares.  NetCalendar hereby grants to
PopMail an option (the "Option") to purchase up to 27,624 additional shares of
NetCalendar common stock (the "Additional Shares") at a per share price of
$36.2004 (the "Exercise Price"), payable in cash. To exercise the Option,
PopMail must deliver written notice thereof (the "Option Notice") to NetCalendar
on or before the 30th day following the Initial Closing Date.  In the event that
PopMail elects to exercise the Option, the parties shall select a mutually
agreeable closing date, time and location within thirty (30) days of the Option
Notice, at which PopMail will deliver to NetCalendar the aggregate Exercise
Price and NetCalendar shall deliver to PopMail certificates representing the
Additional Shares.
Notice of Breaches.  Each of NetCalendar and PopMail shall give
prompt written notice to the other of any breach of any representation, warranty
or other agreement contained in this Agreement, as well as any events or
occurrences arising after the date hereof and prior to the Initial Closing Date
which would reasonably be likely to cause any representation or warranty or
other agreement of such party, as the case may be, contained herein to be
materially incorrect or breached as the date thereof.  However, no disclosure by
either party pursuant to this Section 4.5 shall be deemed to cure any breach of
any representation, warranty or other agreement contained herein


REGISTRATION OF POPMAIL COMMON STOCK


Filing of Initial Registration Statement.  On or before the 30th
day following the Initial Closing Date, PopMail shall prepare and file a
registration statement on Form S-3 (or any successor form thereto) (the "Initial
Registration Statement") covering the resale of the Purchase Price Shares issued
pursuant to Section 1.2 hereof with the SEC pursuant to Rule 415 of the
Securities Act.  PopMail will use its reasonable best efforts to have the
Initial Registration Statement declared effective by the SEC on or before the
75th day following the Initial Closing Date (the Initial Registration Due
Date").  PopMail  shall maintain the effectiveness of the Initial Registration
Statement at all times until the second anniversary of the Initial Closing Date
(the "Registration Period").
Resale of Purchase Price Shares.  NetCalendar may sell pursuant to
the Initial Registration Statement up to 25 percent of the Purchase Price Shares
during each of four successive 90 day periods commencing on the date the Initial
Registration Statement is declared effective by the SEC (the "Effective Date").
NetCalendar may sell any remaining Purchase Price Shares pursuant to the Initial
Registration Statement during the period commencing on the 361 day following the
Effective Date and ending upon the expiration of the Registration Period and,
thereafter, pursuant to Rule 144 promulgated under the Securities Act of 1933,
as amended.
Supplemental Registration Statement.  In the event that PopMail
issues Supplemental Purchase Price Shares pursuant to the provisions of Section
1.4 hereof, PopMail shall prepare and file a registration statement on Form S-3
(or any successor form thereto) (the "Supplemental Registration Statement")
covering the resale of such securities with the SEC pursuant to Rule 415 of the
Securities Act.  PopMail will use its reasonable best efforts to have the
Supplemental Registration Statement declared effective by the SEC on or before
the 75th day following the Supplemental Closing Date (the "Supplemental
Registration Due Date"). PopMail shall maintain the effectiveness of the
Supplemental Registration Statement at all times until the first anniversary of
the Supplemental Closing Date (the "Supplemental Registration Period").
Filing of Amendments.  PopMail shall prepare and file with the SEC
such amendments (including post-effective amendments) and supplements to the
Initial Registration Statement (and, if applicable, the Supplemental
Registration Statement) and the prospectus(es) used in connection therewith as
may be necessary to keep such Registration Statements effective at all times
through the Registration Period and the Supplemental Registration Period.
Qualification Under Blue Sky Laws. PopMail shall use its reasonable
best efforts to (i) register and qualify the securities covered by the Initial
Registration Statement and Supplemental Registration Statement (collectively,
the "PopMail Shares") under such other securities or blue sky laws of such
jurisdictions as NetCalendar may reasonably request, (ii) prepare and file in
those jurisdictions such amendments (including post-effective amendments) and
supplements, (iii) take such other actions as may be necessary to maintain such
registrations and qualifications in effect at all times through the Registration
Period and, if applicable, the Supplemental Registration Period and (iv) take
all other actions reasonably necessary or advisable to qualify the PopMail
Shares for sale in such jurisdictions; provided, however, that
PopMail shall not be required in connection therewith or as a condition thereto
to (I) qualify to do business in any jurisdiction where it would not otherwise
be required to qualify but for this Section 5.5, (II) subject itself to general
taxation in any such jurisdiction, (III) file a general consent to service of
process in any such jurisdiction (excluding execution of a Form U-2 Uniform
Consent to Service of Process or equivalent filing which may be required for
such registration, qualification or any exemption therefrom), or (IV) make any
change in its charter or bylaws.
Registration Expenses.  All expenses (other than fees and expenses of
investment bankers  retained by NetCalendar, if any, and brokerage commissions)
incurred in connection with registrations, filings or qualifications pursuant to
this Article 5, including, without limitation, all registration, listing and
qualifications fees, printers and accounting fees and the fees and disbursements
of counsel for PopMail, shall be borne by PopMail; provided,
however, that NetCalendar shall bear the fees and out-of-pocket expenses
of its own legal counsel and any  accountants and agents engaged by
NetCalendar.
Indemnification.  In the event any PopMail Shares are included in a
registration statement pursuant to this Agreement:


To the extent permitted by law, PopMail (in such capacity an "Indemnifying
Party") shall indemnify and hold NetCalendar (in such capacity an "Indemnified
Person") harmless against any losses, claims, damages, expenses or liabilities
(collectively the "Claims") to which NetCalendar becomes subject under the
Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange
Act") or otherwise, insofar as such Claims (or actions or proceedings, whether
commenced or threatened, in respect thereof) arise out of or are based upon any
of the following statements, omissions or violations in the Initial Registration
Statement or Supplemental Registration Statement, or any post-effective
amendment thereof, or any prospectus included therein: (i) any untrue statement
or alleged untrue statement of a material fact contained in either registration
statement or any post-effective amendment thereof or the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, (ii) any untrue
statement or alleged untrue statement of a material fact contained in any
preliminary prospectus if used prior to the effective date of the applicable
registration statement, or contained in the final prospectus (as amended or
supplemented, if PopMail files any amendment thereof or supplement thereto with
the SEC) or the omission or alleged omission to state therein any material fact
necessary to make the statements made therein, in light of the circumstances
under which the statements therein were made, not misleading or (iii) any
violation or alleged violation by PopMail of the Securities Act, the Exchange
Act or any state securities law or any rule or regulation (the matters in the
foregoing clauses (i) through (iii) being, collectively, "Violations").  PopMail
shall reimburse NetCalendar promptly as such expenses are incurred and are due
and payable, for any legal fees or other reasonable expenses incurred by
NetCalendar in connection with investigating or defending any such Claim.
Notwithstanding anything to the contrary contained herein, the indemnification
agreement contained in this Section 5.7 shall not apply to a Claim arising out
of or based upon a Violation which occurs in reliance upon and in conformity
with information furnished in writing to PopMail by NetCalendar expressly for
use in connection with the preparation of either the Initial Registration
Statement or the Supplemental Registration Statement or any such amendment
thereof.  Such indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of such Indemnified Person.
In connection with the Initial Registration Statement and, if applicable,
the Supplemental Registration Statement, NetCalendar (in such capacity an
"Indemnifying Party") agrees to indemnify and hold harmless, to the same extent
and in the same manner set forth in Section 5.7(a), PopMail, each of its
directors, each of its officers who signs the Registration Statement, each
person, if any, who controls PopMail within the meaning of the Securities Act or
the Exchange Act, and any other shareholder selling securities pursuant to the
applicable registration statement or any of its directors or officers or any
person who controls such shareholder within the meaning of the Securities Act or
the Exchange Act (each an "Indemnified Party"), against any Claim to which any
of them may become subject, under the Securities Act, the Exchange Act or
otherwise, insofar as such Claim arises out of or is based upon any Violation,
in each case to the extent (and only to the extent) that such Violation occurs
in reliance upon and in conformity with written information furnished to PopMail
by NetCalendar expressly for use in connection with either or both registration
statement; and NetCalendar will promptly reimburse any legal or other expenses
reasonably incurred by the Indemnified Parties in connection with investigating
or defending any such Claim; provided, however, that the indemnity
agreement contained in this Section 5.7(b) shall not apply to amounts paid in
settlement of any Claim if such settlement is effected without the prior written
consent of NetCalendar, which consent shall not be unreasonably withheld;
provided, further, however, that NetCalendar shall be
liable under this Section 5.7(b) for only that amount of a Claim as does not
exceed the net proceeds to NetCalendar as a result of the sale of the Purchase
Price Shares or the Supplemental Purchase Price Shares pursuant to either the
Initial Registration Statement or the Supplemental Registration Statement. Such
indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of such Indemnified Party.
Promptly after receipt by the Indemnified Person or any Indemnified Party
under this Section 5.7 of notice of the commencement of any action (including
any governmental action), the Indemnified Person or such Indemnified Party
shall, if a Claim in respect thereof is to made against any Indemnifying Party
under this Section 5.7, deliver to the Indemnifying Party a written notice of
the commencement thereof and this Indemnifying Party shall have the right to
participate in, and, to the extent the Indemnifying Party so desires, jointly
with any other Indemnifying Party similarly noticed, to assume control of the
defense thereof with counsel mutually satisfactory to the Indemnifying Parties;
provided, however, that an Indemnified Person or Indemnified Party
shall have the right to retain its own counsel, with the fees and expenses to be
paid by the Indemnifying Party, if, in the reasonable opinion of counsel
retained by the Indemnifying Party, the representation by such counsel of the
Indemnified Person or Indemnified Party and the Indemnifying Party would be
inappropriate due to actual or potential differing interests between such
Indemnified Person or Indemnified Party and other party represented by such
counsel in such proceeding.  The failure to deliver written notice to the
Indemnifying Party within a reasonable time of the commencement of any such
action shall not relieve such Indemnifying Party of any liability to the
Indemnified Person or Indemnified Party under this Section 5.7, except to the
extent that the Indemnifying Party is prejudiced in its ability to defend such
action. The indemnification required by this Section 5.7 shall be made by
periodic payments of the amount thereof during the course of the investigation
or defense, as such expense, loss, damage or liability is incurred and is due
and payable.

Contribution.  To the extent any indemnification provided for
herein is prohibited or limited by law, the Indemnifying Party agrees to make
the maximum contribution with respect to any amounts for which it would
otherwise be liable under Section 5.7 to the fullest extent permitted by law;
provided, however, that (a) no contribution shall be made under
circumstances where the maker would not have been liable for indemnification
under the fault standards set forth in Section 5.7, (b) no person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation and (c) contribution by NetCalendar
shall be limited in amount to the net amount of proceeds received by NetCalendar
from the sale of the Purchase Price Shares and the Supplemental Purchase Price
Shares.
Reports under Exchange Act.  With a view to making available to
NetCalendar the benefits of Rule 144 or any other similar rule or regulation of
the SEC that may at any time permit NetCalendar to sell securities of PopMail to
the public without registration, until such time as NetCalendar have sold all
the Purchase Price Shares and the Supplemental Purchase Price Shares pursuant to
the Initial Registration Statement and, if applicable, the Supplemental
Registration Statement, or Rule 144, PopMail agrees to:


make and keep public information available, as those terms are understood
and defined in Rule 144;
file with the SEC all reports and other documents required of PopMail under
the Securities Act and the Exchange Act; and
furnish to NetCalendar so long as NetCalendar owns Purchase Price Shares or
Supplemental Purchase Price Shares, promptly upon request, (i) a written
statement by PopMail that it has complied with the reporting requirements of
Rule 144, the Securities Act and the Exchange Act, (ii) a copy of the most
recent annual or quarterly report of PopMail and such other reports and
documents so filed by PopMail and (iii) such other information as may be
reasonably requested to permit NetCalendar to sell such securities pursuant to
Rule 144 without registration.



TERMINATION; REMEDIES


Termination.  This Agreement will be terminated and, except as
set forth below, the provisions hereof shall have no further force or effect in
the earliest event that:


The average closing share price of PopMail common stock for the ten
consecutive trading days preceding the second business day prior to the Initial
Closing Date is less than $.50 and NetCalendar rejects PopMail's offer of
Purchase Price Shares made pursuant to Section 1.1;
The Initial Registration Statement is not declared effective by the SEC on
or before the Initial Registration Due Date, and NetCalendar elects (as hereby
authorized) to terminate this Agreement at any time during the 60-day period
following the Initial Registration Due Date by providing written notice thereof
(the "Termination Notice") to PopMail during such period; provided,
however, that NetCalendar may not elect to terminate this Agreement if
the Initial Registration Statement is declared effective by the SEC prior to
NetCalendar providing such Termination Notice.  Within ten (10) days of the date
of such Termination Notice, PopMail shall deliver to NetCalendar the
certificates representing the Shares and NetCalendar shall deliver to PopMail
the certificates representing the Purchase Price Shares; or
The Initial Registration Statement, having once been declared effective by
the SEC, is not maintained effective by PopMail throughout the Registration
Period, and NetCalendar elects (as hereby authorized) to terminate this
Agreement at any time during the 60-day period following the date upon which the
Initial Registration shall become not effective, by providing written notice
thereof (the "Termination Notice") to PopMail during such period; provided,
however, that NetCalendar may not elect to terminate this Agreement if the
Initial Registration Statement, having become not effective, is again made
effective by the SEC prior to NetCalendar providing such Termination Notice.
Within ten (10) days of the date of such Termination Notice, NetCalendar shall
deliver to PopMail certificates representing such number of Purchase Price
Shares as shall then be held by NetCalendar, and PopMail shall deliver to
NetCalendar  certificates representing such number of Shares as shall equal the
value of the Purchase Price Shares tendered by NetCalendar hereunder, with the
value of the Purchase Price Shares and the Shares exchanged under this Section
6.1(c) each being determined as of the Initial Closing Date.

Litigation Expense.  In the event any party hereto is made or shall
become a party to any litigation commenced by or against the other party
involving the enforcement of any of the rights or remedies of such party, or
arising on account of a default of the other party in its performance of any of
the other party's obligations hereunder, then the prevailing party in such
litigation shall be entitled to full reimbursement by the other party of any and
all reasonable costs incurred by such prevailing party in connection with such
litigation, including the reasonable costs, fees and expenses of
attorneys.


MISCELLANEOUS


Fees and Expenses.  Each party shall pay the fees and expenses of
its advisers and other experts in connection with the transactions contemplated
by this Agreement.
Entire Agreement.  This Agreement, together with any Exhibits and
Schedules hereto, contains the entire understanding of the parties with respect
to the subject matter hereof and supersedes all prior agreements and
understandings, oral or written, with respect to such matters.
Notices.  Any and all notices or other communications or deliveries
required or permitted to be provided hereunder shall be in writing and shall be
deemed given and effective on the earliest of (i) the date of transmission, if
such notice or communication is delivered via facsimile at the facsimile
telephone number specified in this Section prior to 4:30 p.m. (Minneapolis time)
on a business day, (ii) the business day after the date of transmission, if such
notice or communication is delivered via facsimile at the facsimile telephone
number specified herein later than 4:30 p.m. (Minneapolis time) on any date and
earlier than 11:59 p.m. (Minneapolis time) on such date, (iii) the business day
following the date of mailing, if sent by nationally recognized overnight
courier service, or (iv) upon actual receipt by the party to whom such notice is
required to be given.  The address for such notices and communications shall be
as follows:
If to PopMail:
PopMail.com, inc.
5700 W. Plano Parkway Suite 1000
Plano, TX  75093
telephone:  972-381-2742
facsimile:  972-381-2743 
Attention: Mr. Gary Schneider

With copy to:

Philip J. Tilton, Esq.
Maslon Edelman Borman & Brand, LLP
3300 Wells Fargo Center
Minneapolis, MN 55402
telephone: 612-672-8200
facsimile: 612-672-8397
If to NetCalendar:
NetCalendar, Inc. 
1901 N. Ft. Myer Drive, Suite 702
Arlinton, Virginia  22209
telephone:  703.812.1500
facsimile:  703.812.1507
Attention:  Mr. Edward L. Neumann
With copy to:
J. Stephen Britt, Esq.
Enterprise Business Law Group LLC
7900 Westpark Drive, Suite T-305
McLean, Virginia  22102
telephone:  703.848.8317
facsimile:  703.848.8333
Waivers.  No waiver of any default with respect to any provision,
condition or requirement of this Agreement shall be deemed to be a continuing
waiver in the future or a waiver of any other provision, condition or
requirement hereof, nor shall any delay or omission of either party to exercise
any right hereunder in any manner impair the exercise of any such right accruing
to it thereafter.
Headings.  The headings herein are for convenience only, do not
constitute a part of this Agreement and shall not be deemed to limit or affect
any of the provisions hereof.
Assignment and Delegation.  Neither party may assign its rights nor
delegate its duties or obligations arising under this Agreement without the
written consent of the other, which consent may be withheld for any reason or no
reason.  The assignment by a party of this Agreement or any rights hereunder
shall not affect the obligations of such party under this Agreement.
No Third-Party Beneficiaries.  This Agreement is intended for the
benefit of the parties hereto and their respective permitted successors and
assigns and, other than with respect to permitted assignees under Section 7.6,
is not for the benefit of, nor may any provision hereof be enforced by, any
other Person.
Governing Law.  This Agreement shall be governed by and construed and
enforced in accordance with the internal laws of the State of Minnesota without
regard to the principles of conflicts of law thereof.
Survival.  The representations, warranties, agreements and covenants
contained in this Agreement shall survive after the Closing Date.
Execution.  This Agreement may be executed in two or more
counterparts, all of which when taken together shall be considered one and the
same agreement and shall become effective when counterparts have been signed by
each party and delivered to the other party, it being understood that both
parties need not sign the same counterpart.  In the event that any signature is
delivered by facsimile transmission, such signature shall create a valid and
binding obligation of the party executing (or on whose behalf such signature is
executed) the same with the same force and effect as if such facsimile signature
page were an original thereof.
Severability.  In case any one or more of the provisions of this
Agreement shall be invalid or unenforceable in any respect, the validity and
enforceability of the remaining terms and provisions of this Agreement shall not
in any way be affected or impaired thereby and the parties will attempt to agree
upon a valid and enforceable provision which shall be a reasonable substitute
therefor, and upon so agreeing, shall incorporate such substitute provision in
this Agreement.
Remedies.  Each of the parties to this Agreement acknowledges and
agrees that the other parties would be damaged irreparably in the event any of
the provisions of this Agreement are not performed in accordance with their
specific terms or otherwise are breached.  Accordingly, each of the parties
hereto agrees that the other parties shall be entitled to an injunction or
injunctions to prevent breaches of the provisions of this Agreement and to
enforce specifically this Agreement and the terms and provisions of this
Agreement in any action instituted in any court of the United States of America
or any state thereof having jurisdiction over the parties to this Agreement and
the matter, in addition to any other remedy to which they may be entitled, at
law or in equity.





IN WITNESS WHEREOF, the parties hereto have caused this Stock Purchase
Agreement to be duly executed by their respective authorized persons as of the
date first indicated above.






NETCALENDAR, INC.


By:  _______________________
	Edward L. Neumann
Its: Chief Executive Officer


POPMAIL.COM, INC.


By:  _______________________
	Gary Schneider
Its: Chief Executive Officer



EX-10.53
25
exh1053.htm
EXHIBIT












Exhibit 10.53

SECURITY AGREEMENT
This Security Agreement (the
"Agreement") is made as of December 8, 2000 by and between JBII
Corporation, a Delaware corporation (the "Debtor"), and
PopMail.com, Inc., a Minnesota corporation (the "Secured
Party").
RECITALS
The Debtor and the Secured Party are parties to a
Secured Promissory Note of even date with this Agreement (the
"Note").  The parties intend that the Debtor's obligations to
repay the Note be secured by certain assets of the Debtor.
AGREEMENT

In consideration of the purchase of the Note by the Secured
Party and for other good and valuable consideration, the Debtor hereby agrees
with the Secured Party as follows:
1.	Grant of Security Interest.  To secure
the Debtor's full and timely performance of all of the Debtor's obligations and
liabilities to the Secured Party pursuant to the Note (including, without
limitation, Debtor's obligation to timely pay the principal amount of the Note)
(the "Obligations"), the Debtor hereby grants to the Secured
Party a continuing security interest (the "Security Interest")
in and to all of the property described on Exhibit A to this Agreement
(the "Collateral").  The Security Interest shall be a first and
prior interest in all of the Collateral.
2.	Covenants.  The Debtor covenants and
agrees with the Secured Party that, from and after the date of this Agreement
until the Obligations are paid in full:
(a)	Other Liens.  Except for the Security
Interest, the Debtor is the owner of the Collateral.  No financing statements
covering any Collateral or any proceeds thereof are on file in any public
office.
(b)	Further Documentation.  At any time and
from time to time, upon the written request of the Secured Party, and at the
sole expense of the Secured Party, the Debtor will promptly and duly execute and
deliver such further instruments and documents and take such further action as
the Secured Party may reasonably request for the purpose of obtaining or
preserving the full benefits of this Agreement and of the rights and powers
herein granted, including, without limitation, filing any financing or
continuation statements under the Uniform Commercial Code in effect in any
jurisdiction with respect to the liens created hereby.  The Debtor also hereby
authorizes the Secured Party to file any such financing or continuation
statement without the signature of the Debtor to the extent permitted by
applicable law.  A reproduction of this Agreement shall be sufficient as a
financing statement (or as an exhibit to a financing statement on form UCC-1)
for filing in any jurisdiction.
(c)	Indemnification.  The Debtor agrees to
defend, indemnify and hold harmless the Secured Party against any and all
liabilities, costs and expenses (including, without limitation, legal fees and
expenses): (i) with respect to, or resulting from, any delay in paying, any
and all excise, sales or other taxes which may be payable or determined to be
payable with respect to any of the Collateral or (ii) with respect to, or
resulting from, any delay in complying with any law, rule, regulation or order
of any governmental authority applicable to any of the Collateral.
(d)	Maintenance of Records.  The Debtor will
keep and maintain at its own expense complete and satisfactory records of the
Collateral.
(e)	Inspection Rights.  The Secured Party
shall have full access during normal business hours, and upon reasonable prior
notice, to all the books, correspondence and other records of the Debtor
relating to the Collateral.  The Secured Party or its representatives may
examine such records and make photocopies or otherwise take extracts from such
records.  The Debtor agrees to render to the Secured Party, at the Debtor's
expense, such clerical and other assistance as may be reasonably requested with
regard to the exercise of its rights pursuant to this paragraph.
(f)	Compliance with Laws, etc.  The Debtor
will comply in all material respects with all laws, rules, regulations and
orders of any governmental authority applicable to any part of the Collateral or
to the operation of the Debtor's business; provided, however, that
the Debtor may contest any such law, rule, regulation or order in any reasonable
manner which does not, in the reasonable opinion of the Debtor, adversely affect
the Secured Party's rights or the priority of its liens on the Collateral.
(g)	Payment of Obligations.  The Debtor will
pay promptly when due all taxes, assessments and governmental charges or levies
imposed upon the Collateral or with respect to any of its income or profits
derived from the Collateral, as well as all claims of any kind (including,
without limitation, claims for labor, materials and supplies) against or with
respect to the Collateral, except that no such charge need be paid if
(i) the validity of such charge is being contested in good faith by
appropriate proceedings, (ii) such proceedings do not involve any material
danger of the sale, forfeiture or loss of any of the Collateral or any interest
in the Collateral and (iii) such charge is adequately reserved against on
the Debtor's books in accordance with generally accepted accounting
principles.
(h)	Further Identification of Collateral.
The Debtor will furnish to the Secured Party from time to time statements and
schedules further identifying and describing the Collateral and such other
reports in connection with the Collateral as the Secured Party may reasonably
request, all in reasonable detail.
3.	Secured Party's Appointment as Attorney-in-Fact.

(a)	Powers.  For purposes of this
Agreement, "Event of Default" means Debtor's failure to pay or
discharge the Obligations in full in accordance with the terms of the Note.  The
Debtor hereby appoints the Secured Party and any officer or agent of the Secured
Party, with full power of substitution, as its attorney-in-fact with full
irrevocable power and authority in the place of the Debtor and in the name of
the Debtor or its own name, from time to time in the Secured Party's discretion
so long as an Event of Default has occurred and is continuing, for the purpose
of carrying out the terms of this Agreement, to take any appropriate action and
to execute any instrument which may be necessary or desirable to accomplish the
purposes of this Agreement.  Without limiting the foregoing, so long as an Event
of Default has occurred and is continuing, the Secured Party shall have the
right, without notice to, or the consent of, the Debtor, to do any of the
following on the Debtor's behalf:





	(i)	to pay or discharge any taxes or liens levied or
placed on or threatened against the Collateral;
	(ii)	to direct any party liable for any payment under
any of the Collateral to make payment of any and all amounts due or to become
due thereunder directly to the Secured Party or as the Secured Party
directs;
	(iii)	to ask for or demand, collect, and receive
payment of and receipt for, any payments due or to become due at any time in
respect of or arising out of any Collateral;
	(iv)	to commence and prosecute any suits, actions or
proceedings at law or in equity in any court of competent jurisdiction to
enforce any right in respect of any Collateral;
	(v)	to defend any suit, action or proceeding brought
against the Debtor with respect to any Collateral;
	(vi)	to settle, compromise or adjust any suit, action
or proceeding described in subsection (v) above and to give such discharges
or releases in connection therewith as the Secured Party may deem
appropriate;
	(vii)	to assign any patent right included in the
Collateral of Debtor (along with the goodwill of the business to which any such
patent right pertains), throughout the world for such term or terms, on such
conditions, and in such manner, as the Secured Party shall in its sole
discretion determine; and
	(viii)	generally, to sell, transfer, pledge and make
any agreement with respect to or otherwise deal with any of the Collateral and
to take, at the Secured Party's option and the Debtor's expense, any actions
which the Secured Party deems necessary to protect, preserve or realize upon the
Collateral and the Secured Party's liens on the Collateral and to carry out the
intent of this Agreement, in each case to the same extent as if the Secured
Party were the absolute owner of the Collateral for all purposes.




The Debtor hereby ratifies whatever actions the Secured Party
shall lawfully do or cause to be done in accordance with this Section 3.  This
power of attorney shall be a power coupled with an interest and shall be
irrevocable.
(b)	No Duty on Secured Party's Part.  The
powers conferred on the Secured Party by this Section 3 are solely to protect
the Secured Party's interests in the Collateral and shall not impose any duty
upon it to exercise any such powers.  The Secured Party shall be accountable
only for amounts that it actually receives as a result of the exercise of such
powers, and neither the Secured Party nor any of its officers, directors,
employees or agents shall, in the absence of willful misconduct or gross
negligence, be responsible to the Debtor for any act or failure to act pursuant
to this Section 3.
4.	Remedies.  If an Event of Default has
occurred and is continuing, the Secured Party may exercise, in addition to all
other rights and remedies granted to it in this Agreement and in any other
instrument or agreement relating to the Obligations, all rights and remedies of
a secured party under the Washington Uniform Commercial Code, as amended from
time to time (the "Code").
5.	Limitation on Duties Regarding Preservation of
Collateral.  The Secured Party's sole duty with respect to the custody,
safekeeping and preservation of the Collateral, under RCW 62.9-207 of the Code
or otherwise, shall be to deal with it in the same manner as the Secured Party
deals with similar property for its own account.  Neither the Secured Party nor
any of its directors, officers, employees or agents shall be liable for failure
to demand, collect or realize upon all or any part of the Collateral or for any
delay in doing so or shall be under any obligation to sell or otherwise dispose
of any Collateral upon the request of the Debtor or otherwise.
6.	Powers Coupled with an Interest.  All
authorizations and agencies contained in this Agreement with respect the
Collateral are irrevocable and powers coupled with an interest.
7.	Miscellaneous.

(a)	Amendments and Waivers.  Any term of
this Agreement may be amended with the written consent of the parties or their
respective successors and assigns.  Any amendment or waiver effected in
accordance with this Section 7(a) shall be binding upon the parties and
their respective successors and assigns.
(b)	Transfer; Successors and Assigns. 
The terms and conditions of this Agreement shall be binding upon the Debtor
and its successors and assigns and inure to the benefit of the Secured Party and
its successors and assigns.  Nothing in this Agreement, express or implied, is
intended to confer upon any party other than the parties hereto or their
respective successors and assigns any rights, remedies, obligations
or liabilities under or by reason of this Agreement, except as expressly
provided in this Agreement.
(c)	Governing Law.  This Agreement and all
acts and transactions pursuant hereto and the rights and obligations of the
parties hereto shall be governed, construed and interpreted in accordance with
the laws of the State of Washington, without giving effect to principles of
conflicts of law.
(d)	Counterparts.  This Agreement may be
executed in two or more counterparts, each of which shall be deemed an original
and all of which together shall constitute one instrument.
(e)	Titles and Subtitles.  The titles and
subtitles used in this Agreement are used for convenience only and are not
to be considered in construing or interpreting this Agreement.
(f)	Notices.  Any notice required or
permitted by this Agreement shall be in writing and shall be deemed sufficient
upon receipt, when delivered personally or by courier, overnight delivery
service or confirmed facsimile, or forty-eight (48) hours after being deposited
in the U.S. mail as certified or registered mail with postage prepaid, if such
notice is addressed to the party to be notified at such party's address or
facsimile number as set forth below or as subsequently modified by
written notice.
(g)	Severability.  If one or more provisions
of this Agreement are held to be unenforceable under applicable law, the parties
agree to renegotiate such provision in good faith, in order to maintain the
economic position enjoyed by each party as close as possible to that under the
provision rendered unenforceable.  In the event that the parties cannot reach a
mutually agreeable and enforceable replacement for such provision, then
(i) such provision shall be excluded from this Agreement, (ii) the
balance of the Agreement shall be interpreted as if such provision were so
excluded and (iii) the balance of the Agreement shall be enforceable in
accordance with its terms.
(h)	Entire Agreement.  This Agreement, and
the documents referred to herein constitute the entire agreement between the
parties hereto pertaining to the subject matter hereof, and any and all other
written or oral agreements existing between the parties hereto concerning such
subject matter are expressly canceled.
[Signature Page Follows]
The Debtor and Secured Party have caused this Agreement to be
duly executed and delivered as of the date first above written.
		DEBTOR:


		JBII Corporation

		a Delaware corporation


			By:____________________________

			Name:___________________________

		Title:	___________________________


		Address:	2310 130th Avenue NE
			Suite B-202
			Bellevue, WA  98005

		Facsimile No:(425) 869-3678

SECURED PARTY:
PopMail.com, Inc., 
a Minnesota corporation

By:_________________________

Name:___________________________

Title:  ___________________________	


Address:
1331 Corporate Dr # 350 
Irving, TX 75038
Facsimile Number:  (972) 550-5581



















EX-10.54
26
exh1054.htm
EXHIBIT












Exhibit 10.54


THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A
VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF.  NO SUCH SALE
OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT
RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY
THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.
SECURED PROMISSORY NOTE

$2,250,000.00	December 8, 2000
	Bellevue, Washington

	For value received, JBII Corporation, a Washington
corporation (the "Company"), promises to pay to Popmail.com,
Inc. (the "Holder"), the principal sum of Two Million Two
Hundred Fifty Thousand Dollars and No Cents ($2,250,000.00) (as may be adjusted
as provided in Section 2 below) (the "Principal Amount"), with
zero interest on the unpaid principal hereof; provided, however, in the event
the Company is in default of its obligation to pay any amounts due under this
Note, then interest shall accrue from the date of such default solely on such
amounts at the then applicable prime rate per annum.  This Note is issued
pursuant to that certain Asset Purchase Agreement dated December 8, 2000 by and
among the Company, the Holder and IZ.com, Inc. (the "Asset
Agreement").  All capitalized terms not defined herein shall have the
meaning set forth in the Asset Agreement.  This secured promissory note
("Note") is subject to the following terms and conditions.
1.	Maturity.  This Note will automatically mature and be due
and payable in one of the following options, which option shall be chosen by
Company in its sole discretion except that compliance with option (a) shall
be mandatory upon the occurrence of a Liquidity Event (as defined
below):




(a)	Within five (5) days following the closing of
(i) an underwritten initial public offering of the Company's Common Stock
pursuant to a Registration Statement on Form S-1 under the Securities Act of
1933, as amended (the "IPO"), or (ii) the sale or other
transfer or conveyance of all or substantially all of the Purchased Assets
substantially in exchange for cash consideration, or (iii) the Company's
merger with or into or consolidation with any other corporation (other than a
wholly-owned subsidiary corporation) substantially in exchange for cash
consideration or if the Company effects any other transaction or series of
related transactions substantially in exchange for cash consideration in which
more than fifty percent (50%) of the voting power of the Company is disposed of
and the Company is not the survivor (each of (i), (ii) and (iii) a
"Liquidity Event"); or 

(b) Beginning at the end of the Company's first fiscal
quarter that occurs after the three-year anniversary of the Closing Date (the
"Initial Quarter"), Company shall pay Holder quarterly
installments of exactly 15% of Company's net operating profit (as calculated in
accordance with GAAP) from the previous fiscal quarter, with the first
installment due 30 days after the end of the Initial Quarter and all subsequent
installments payable 30 days after the end of each quarter thereafter, provided
that all amounts due and payable under this Note shall be paid to Holder by no
later than the date that is the eight-year anniversary of the Closing Date;
or

(c) Beginning at the end of the Initial Quarter, if Company
chooses to tender Popmail Stock (as defined in Section 3) pursuant to Section 3,
Company shall pay Holder quarterly installments of shares of Popmail Stock
having a value (determined as set forth in Section 3) equal to at least 50% of
Company's operating profit (as calculated in accordance with GAAP) from the
previous fiscal quarter, with the first installment due 30 days after the end of
the Initial Quarter and all subsequent installments payable 30 days after the
end of each quarter thereafter, provided that all amounts due and payable under
this Note shall be paid to Holder by no later than the date that is the eight-
year anniversary of the Closing Date; or

(d) If Company does not elect (a), (b) or (c) above, then the
Note shall automatically mature and become due and payable in 48 equal monthly
installments, with the first such installment due the date that is the four-year
anniversary of the Closing Date, with subsequent installments due thereafter on
the monthly anniversaries of the Closing Date.




Notwithstanding the foregoing, the entire unpaid principal sum of this Note
shall become immediately due and payable upon the insolvency of the Company, the
commission of any act of bankruptcy by the Company, the execution by the Company
of a general assignment for the benefit of creditors, the filing by or against
the Company of a petition in bankruptcy or any petition for relief under the
federal bankruptcy act or the continuation of such petition without dismissal
for a period of ninety (90) days or more, or the appointment of a receiver or
trustee to take possession of the property or assets of the Company.  
2.	Principal Amount Adjustment.  In the event a
Consideration Adjustment occurs as provided in Section 2.6(a) of the Asset
Agreement or partial forgiveness of the Principal Amount occurs as provided in
Sections 2.6(b) or 2.6(c) of the Asset Agreement, the Principal Amount
shall be correspondingly reduced in an amount equal to such Consideration
Adjustment or partial forgiveness, respectively.  Any such adjustment shall
affect only the Principal Amount, and all other terms and provisions of this
Note shall remain unchanged.
3.	Payment; Prepayment.  All payments shall be made in
either (i) lawful money of the United States of America or (ii) shares of
Popmail.com, Inc. common stock ("Popmail Stock"), in each case
at such place as the Holder hereof may from time to time designate in writing to
the Company.  Any shares of Popmail Stock tendered by Holder pursuant to this
Section 3 shall be valued at the average of the closing trade prices over the
ten day period immediately prior to the date such shares are tendered.
Prepayment of this Note may be made at any time(s) and in any amount(s) without
penalty. 
4.	Transfer; Successors and Assigns.  The terms and
conditions of this Note shall inure to the benefit of and be binding upon the
respective successors and assigns of the parties.  Notwithstanding the
foregoing, the Holder may not assign, pledge, or otherwise transfer this Note
without the prior written consent of the Company, which consent shall not be
unreasonably withheld.  Subject to the preceding sentence, this Note may be
transferred only upon surrender of the original Note for registration of
transfer, duly endorsed, or accompanied by a duly executed written instrument of
transfer in form satisfactory to the Holder.  Thereupon, a new note for the same
Principal Amount and interest will be issued to, and registered in the name of,
the transferee.  Interest and Principal Amount are payable only to the
registered holder of this Note.
5.	Governing Law.  This Note and all acts and transactions
pursuant hereto and the rights and obligations of the parties hereto shall be
governed, construed and interpreted in accordance with the laws of the State of
Washington, without giving effect to principles of conflicts of law.  
6.	Notices.  Any notice required or permitted by this Note
shall be in writing and shall be deemed sufficient upon delivery, when delivered
personally or by a nationally-recognized delivery service (such as Federal
Express or UPS), or forty-eight (48) hours after being deposited in the U.S.
mail, as certified or registered mail, with postage prepaid, addressed to the
party to be notified at such party's address as set forth below or as
subsequently modified by written notice.
7.	Amendments and Waivers.  Any term of this Note may be
amended only with the written consent of the Company and the Holder.  Any
amendment or waiver effected in accordance with this Section 7 shall be
binding upon the Company, the Holder and each transferee of the Note.
8. 	Stockholders, Officers and Directors Not Liable.  In no
event shall any stockholder, officer or director of the Company be liable for
any amounts due or payable pursuant to this Note.
9.	Grant of Security Interest.  This Note is secured by a
security interest in the Purchased Assets in accordance with a separate security
agreement (the "Security Agreement") of even date herewith
between the Company and the Holder, the terms of which are incorporated herein
by reference.  In case of an Event of Default (as defined in the Security
Agreement), the Holder shall have the rights set forth in the Security
Agreement.
10.	Notice Regarding Oral Commitments.  Oral agreements or
oral commitments to loan money extend credit, or to forbear from enforcing
repayment of a debt are not enforceable under Washington law.















COMPANY:

JBII CORPORATION

By:	

Name:	
	(print)
Title:	

Address:  2310 130th Avenue NE, 














	Suite B-202
	Bellevue, WA 98005


AGREED TO AND ACCEPTED:

POPMAIL.com, INC.

By:  ___________________________

Name: _________________________
	           (print)
Title:  __________________________

Address:	1333 Corporate Drive
		Suite 350
		Irving, TX  75038




















EX-10.55
27
exh1055.htm
EXHIBIT












Exhibit 10.55



Asset Purchase Agreement

	This Asset Purchase Agreement (the "Agreement") is
entered into as of December 8, 2000, by and between JBII Corporation, a Delaware
corporation ("Buyer"), PopMail.com, Inc.
("PopMail"), a Minnesota corporation and IZ.com, Inc., a
Delaware corporation and wholly owned subsidiary of PopMail
("IZ" and together with PopMail, the
"Seller").

RECITALS

	IZ conducts a business, which among other things provides content
creation and development for publication on multiple electronic platforms
through the use of the Vignette StoryServer software, both under IZ's own brand
and for clients on a client branded basis (the "IZ Business").
For all purposes of this Agreement, "IZ Business" shall exclude all
the assets and liabilities of PopMail Network, Inc., a Texas company based in
Dallas, Texas and Fan Asylum, Inc., a California company based in San Francisco,
California.  Buyer desires to acquire from Seller, and Seller desires to sell to
Buyer, substantially all of the assets of the IZ Business on the terms and
subject to the conditions set forth in this Agreement.

AGREEMENT

	In consideration of the mutual agreements, representations,
warranties and covenants set forth below, Buyer and Seller agree as follows:

1.	Definitions.

1.1	Definitions.  As used in this Agreement, the
following terms shall have the following meanings:
(a)	"Affiliate" means with respect
to any Person, a Person directly or indirectly controlling or controlled by or
under common control with such Person.
(b)	"Closing" means the
consummation of the transactions contemplated hereby.
(c)	"Closing Date" means the date
of the Closing.
(d)	"Code" means the Internal
Revenue Code of 1986, as amended.
(e)	"Environmental Laws" shall
mean all federal, regional, state, county or local laws, statutes, ordinances,
decisional law, rules, regulations, codes, orders, decrees, directives and
judgments relating to public health or safety, pollution, damage to or
protection of the environment, any environmental contamination or pollution or
threatened contamination or pollution of, or the release or threatened release
of hazardous materials into the environment, whether existing in the past or
present or hereafter enacted, rendered, adopted or promulgated.  Environmental
Laws shall include, but are not limited to, the following laws, and the
regulations promulgated thereunder, as the same may be amended from time to
time:  the Comprehensive Environmental Response Compensation and Liability Act
(42 U.S.C. 9601 et seq.) ("CERCLA"); the Resource
Conservation and Recovery Act (42 U.S.C. 6901 et seq.)
("RCRA"); the Clean Air Act (42 U.S.C. 7401 et
seq.); the Clean Water Act (33 U.S.C. 1251 et seq.); and
state environmental laws.
(f)	"GAAP" means generally
accepted accounting principles of the United States of America.
(g)	"Governmental Authorizations"
means the permits, authorizations, consents or approvals of any Governmental
Entity which are a condition to the lawful consummation of the transactions
contemplated hereby listed on Schedule 1.1(g) to this Agreement.
(h)	"Governmental Entity" means
any court, or any federal, state, municipal or other governmental authority,
department, commission, board, agency or other instrumentality (domestic or
foreign).
(i)	"Lien" means any mortgage,
pledge, lien, security interest or agreement, option, covenant, condition,
restriction, encumbrance, lease, conditional sales contract, title retention
device, charge or other third-party claim of any kind.
(j)	"Material Adverse Effect" with
respect to a Person means any event, change or effect that is materially adverse
to the condition (financial or otherwise), properties, assets, liabilities,
business, operations or results of operations of such Person and its Affiliates,
taken as a whole.
(k)	"Person" means an individual,
corporation, partnership, association, trust, government or political
subdivision or agent or instrumentality thereof, or other entity or
organization.
(l)	"Taxes" means all taxes,
however denominated, including any interest, penalties or other additions to tax
that may become payable in respect thereof, (i) imposed by any federal,
territorial, state, local or foreign government or any agency or political
subdivision of any such government, for which Buyer could become liable as
successor to or transferee of the IZ Business or the Purchased Assets or which
could become a charge against or lien on any of the Purchased Assets, which
taxes shall include, without limiting the generality of the foregoing, all sales
and use taxes, ad valorem taxes, excise taxes, business license taxes,
occupation taxes, real and personal property taxes, stamp taxes, environmental
taxes, real property gains taxes, transfer taxes, payroll and employee
withholding taxes, unemployment insurance contributions, social security taxes,
and other governmental charges, and other obligations of the same or of a
similar nature to any of the foregoing, which are required to be paid, withheld
or collected, or (ii) any liability for amounts referred to in (i) as a result
of any obligations to indemnify another person or as a result of being a member
of a consolidated, combined or unitary group.
2.	Sale and Purchase


	2.1  	Transfer of Assets.  Subject to the terms and
conditions of this Agreement, Seller shall sell, assign, grant, transfer, and
deliver (or cause to be sold, assigned, granted, transferred and delivered) to
Buyer, or to any Affiliate of Buyer designated by Buyer, and Buyer shall
purchase and accept from Seller as of the Closing Date, free and clear of all
Liens, all of the Seller's rights, title and interest in and to all of the
assets enumerated below as the same shall exist on the Closing Date (the
"Purchased Assets"): 

(a)	all tangible personal property and leases of and other
interests in tangible personal property used in connection with the IZ Business
as set forth on Schedule 2.1(a);
(b)	all rights under the contracts, agreements, leases and
other interests in personal property, licenses, commitments, sales and purchase
orders and other instruments, listed on Schedule 2.1(b) (collectively the
"Contracts");
(c)	all of the accounts receivable, notes receivable and
other receivables listed on Schedule 2.1(c);
(d)	all prepaid expenses relating to the operation of the
IZ Business including, but not limited to Taxes, leases and rentals, and Seller
will use its commercially reasonable best efforts to take all action necessary
with appropriate third parties to transfer such prepaid expenses to Buyer as of
the Closing Date;
(e)	all of Seller's rights, claims, credits, causes of
action or rights of set-off against third parties relating to the Purchased
Assets, including, without limitation, unliquidated rights under warranties;
(f)	all copyrights, copyright registrations, proprietary
processes, trade secrets, license rights, specifications, technical manuals and
data, drawings, inventions, designs, patents, patent applications, trade names,
trademarks, service marks, product information and data, know-how and
development work-in-progress, customer lists, software, business and marketing
plans and other intellectual or intangible property embodied in or pertaining to
the IZ Business, whether pending, applied for or issued, whether filed in the
United States or in other countries, including without limitation the items
listed in Schedule 2.1(f), together with all associated goodwill;
(g)	all things authored, discovered, developed, made,
perfected, improved, designed, engineered, acquired, produced, conceived or
first reduced to practice by Seller or any of its employees or agents that are
embodied in, derived from or otherwise directly related to the IZ Business, in
any stage of development, including, without limitation, modifications,
enhancements, designs, concepts, techniques, methods, ideas, flow charts, coding
sheets, notes and all other information relating to the IZ Business;
(h)	any and all design and code documentation,
methodologies, processes, trade secrets, copyrights, design information, product
information, technology, formulae, routines, engineering specifications,
technical manuals and data, drawings, inventions, know-how, techniques,
engineering work papers, and notes, development work-in-process, and other
proprietary information and materials of any kind relating to, used in, or
derived from the Purchased Assets (collectively with subsections (f) and (g),
the "Intellectual Property");
(i)	all permits, authorizations, consents and approvals of
any Governmental Entity affecting or relating in any way to the IZ Business,
including without limitation, the items listed on Schedule 2.1(i) (the
"Permits");
(j)	all books, records, files and papers, whether in hard
copy or electronic format, used in the IZ Business, including without
limitation, engineering information, sales and promotional literature, manuals
and data, sales and purchase correspondence, lists of present, former and
prospective suppliers or customers, personnel and employment records, and any
information relating to Taxes imposed on the IZ Business or Purchased
Assets;
(k)	all computer software programs, data and associated
licenses used in connection with the IZ Business;
(l)	all goodwill associated with the IZ Business or the
Purchased Assets, together with the right to represent to third parties that
Buyer is the successor to the IZ Business; and
(m)	all subscriber and customer lists associated with the
IZ Business or the Purchased Assets. 
2.2	Excluded Assets.  Buyer agrees that notwithstanding any
provision of Section 2.1 the assets of Seller listed on Schedule 2.2 (the
"Excluded Assets") shall be excluded from the Purchased
Assets.
2.3	Transfer of Liabilities. Subject to the terms and
conditions of this Agreement, Buyer or an Affiliate of Buyer designated by Buyer
agrees, effective as of the Closing Date, to assume the following liabilities
(the "Assumed Liabilities"):
(a)	the liabilities set forth on Schedule 2.3(a) to
the extent set forth thereon; and
(b)	the obligations of Seller arising under the Contracts,
other than any and all payment obligations arising or existing under the
Contracts prior to the Closing Date which are identified within 120 days
following the Closing Date.
2.4	Excluded Liabilities.  Except for those liabilities
expressly assumed by Buyer or any Affiliate designated by Buyer pursuant to
Section 2.3, Buyer shall not assume and shall not be liable for, and Seller
and its direct or indirect subsidiaries shall retain and remain solely liable
for and obligated to discharge, all of the debts, contracts, agreements,
commitments, obligations and other liabilities of any nature whatsoever of
Seller and its direct and indirect subsidiaries, whether known or unknown,
accrued or not accrued, fixed or contingent, including without limitation, the
following:
(a)	Any liability for breaches by Seller or any of its
respective direct or indirect subsidiaries on or prior to the Closing Date of
any contract or any other instrument, contract or purchase order, or any
liability for payments or amounts due under any Contract or any other
instrument, contract or purchase order on or prior to the Closing Date; 
(b)	Any liability or obligation for Taxes attributable to
or imposed upon Seller or any of its direct or indirect subsidiaries, or
attributable to or imposed upon the Purchased Assets for any period (or portion
thereof) through and including the Closing Date, including, without limitation,
any Taxes attributable to or arising from the transactions contemplated by this
Agreement;
(c)	Any liability or obligation for or in respect of any
loan, other indebtedness for money borrowed, or account payable of Seller or any
of its direct or indirect subsidiaries, including any such liabilities owed to
Affiliates of Seller;
(d)	Any liability or obligation arising as a result of any
legal or equitable action or judicial or administrative proceeding initiated at
any time, to the extent relating to any action or omission on or prior to the
Closing Date by or on behalf of Seller or any of its direct or indirect
subsidiaries, including, without limitation, any liability for infringement of
intellectual property rights, breach of product warranty, injury or death caused
by products, or violations of federal or state securities or other laws;
(e)	Any liability or obligation arising on or prior to the
Closing Date out of any "employee benefit plan," as such term is
defined by the Employee Retirement Income Security Act of 1974
("ERISA") or other employee benefit plans; 
(f)	Any liability or obligation for making payments of any
kind (including as a result of the sale of Purchased Assets or as a result of
the termination of employment by Seller of employees, or other claims arising
out of the terms and conditions of employment with Seller, or for vacation or
severance pay or otherwise) to employees of Seller or in respect of payroll
taxes for employees of Seller; 
(g)	Any liability of Seller incurred in connection with
the making or performance of this Agreement and the transactions contemplated
hereby;
(h)	Any liability of Seller arising out of the violation
of or failure to comply with any Environmental Laws applicable to any aspect of
the IZ Business; and
(i)	Any costs or expenses of Seller incurred in connection
with shutting down, deinstalling and removing equipment not purchased by Buyer,
and the costs associated with all contracts and agreements not assumed by
Buyer.
2.5	Consideration.  Subject to the performance by Seller of
all of its obligations under this Agreement (including delivering all documents
required to be delivered) at the Closing, in consideration of the acquisition of
the Purchased Assets under Section 2.1, Buyer agrees (i) to deliver to Seller a
non-interest bearing promissory note (the "Note") in the form
attached hereto as Exhibit A in the stated principal amount of
$2,250,000, subject to adjustment as provided in Section 2.6 (collectively with
the Warrant (as defined below, the "Consideration"); and (ii)
to assume the Assumed Liabilities, and Seller agrees to deliver to Buyer a
warrant to purchase 840,000 shares of PopMail common stock (the
"Warrant") in the form attached hereto as Exhibit B.

2.6	Adjustments to Consideration; Certain Third Party
Payments.
(a)	In the event that either (i) Buyer makes any
payment to any of the third parties listed on Schedule 2.6(a) due to Seller's
failure to pay amounts due or liabilities incurred under Contracts with these
third parties or (ii) Seller does not transfer all prepaid expenses
relating to the IZ Business to Buyer as of the Closing Date pursuant to
Section 2.1(d) hereof, then Seller shall promptly deliver to Buyer, either
in cash or written evidence acceptable to Buyer of Seller's partial forgiveness
of the Note, an amount equal to 175% of the Damages (as defined in Section 10.2)
attributable to such agreements and/or prepaid expenses, respectively (the
"Consideration Adjustment"). Damages shall include any amounts
paid by Buyer plus attorneys fees and expenses and other expenses and costs
incurred by Buyer that are reasonably related to paying these third parties the
amounts due them by Seller prior to Closing.  In the event Seller elects to pay
such Consideration Adjustment through partial forgiveness of the Note, Buyer and
Seller hereby agree to take all action necessary to amend the principal amount
due under the Note to reflect such Consideration Adjustment.  
(b)	In the event Buyer makes any payment in respect of any
Taxes described in Section 6.5 below as a result of Seller's failure to pay such
Taxes when due, Seller shall promptly deliver to Buyer written evidence
acceptable to Buyer of Seller's partial forgiveness of the Note in an amount
equal to the amount of Damages (defined in Section 10.2 below) Buyer incurs
in respect of such Taxes, and Buyer and Seller hereby agree to take all action
necessary to amend the principal amount due under the Note to reflect such
forgiveness.
(c)	In the event Seller fails to include the shares of
PopMail common stock purchased or purchasable by Buyer upon the exercise of the
Warrant in the first registration statement covering PopMail's stock filed by
the Company subsequent to November 30, 2000 under the Securities Act of 1933, as
amended (other than any registration statement on Form S-4, S-8 or any other
similarly inappropriate form, or any successor forms thereto, but including,
without limitation, the registration statement on Form S-3 that PopMail was
preparing as of November 30, 2000), Seller shall promptly deliver to Buyer
written evidence acceptable to Buyer of Seller's partial forgiveness of the Note
in an amount such that the Consideration (not taking into account any other
adjustments that may also be made pursuant to this Section 2.6) shall equal One
Million Five Hundred Thousand Dollars ($1,500,000.00), and Buyer and Seller
hereby agree to take all action necessary to amend the principal amount due
under the Note to reflect such forgiveness.
(d)	Seller agrees to remit to Buyer in cash within 10
business days after the Closing Date, the amount of Seller's deferred revenue
attributable to the IZ Business as of the Closing Date determined in accordance
with GAAP.
2.7	Allocation of Consideration.  The Consideration shall be
allocated among the Purchased Assets and other expenses as provided in
Exhibit C prepared by Buyer for purposes of complying with
the requirements of Section 1060 of the Code and the regulations thereunder.
Buyer and Seller agree to each prepare and file on a timely basis with the
Internal Revenue Service (and applicable state tax authorities) substantially
identical and supplemental Internal Revenue Service Forms 8594 (and
corresponding state tax forms) consistent with Buyer's reasonable and lawful
allocation of the Consideration and which gives effect to any Consideration
Adjustment or the actual dates on which payment is made under the Note.  If any
Tax authority challenges such allocation, the party receiving notice of such
challenge shall give the other prompt written notice thereof and the parties
shall cooperate in order to preserve the effectiveness of such allocation.
3.	Closing

3.1  	Closing.  Subject to the terms and conditions
of this Agreement, the Closing shall take place on such date, as soon as
practicable after all conditions precedent in Sections 8 and 9 have been
satisfied or waived, as the parties may agree, but in any case, no later than
December 8, 2000 (the "Closing Date").
3.2  	Actions at the Closing.  At the Closing, Seller shall
deliver the Purchased Assets to Buyer, Buyer shall deliver the Consideration to
Seller, and Buyer and Seller shall take such actions and execute and deliver
such agreements, bills of sale, and other instruments and documents as necessary
or appropriate to effect the transactions contemplated by this Agreement in
accordance with its terms, including without limitation the following:
(a)	Bill of Sale; Assignment and Assumption
Agreement.  Seller shall deliver to Buyer a general Bill of Sale
substantially in the form attached as Exhibit D and with respect
to each Contract, or item of Intellectual Property, an Assignment and Assumption
Agreement substantially in the form attached as Exhibit E (the
"Transfer Documents") in each case duly executed by Seller, and
in the aggregate assigning to Buyer all of Seller's right, title and interest in
and to the Purchased Assets.  Buyer may designate one or more of its Affiliates
as the recipient of certain of the Purchased Assets, and as the party to assume
certain of the Assumed Liabilities, in which case Seller shall transfer such
Purchased Assets and Assumed Liabilities to Buyer or the Affiliate(s) designated
by Buyer pursuant to such Transfer Documents.  
(b)	Consideration.  Buyer shall deliver the
Consideration to Seller.
(c)	Title.  Seller shall provide reasonable
evidence of valid title to such of the Purchased Assets as Buyer may reasonably
request in writing prior to the Closing, in form and substance reasonably
satisfactory to Buyer.
(d)	Third Party Consents and Assignments.
Seller shall deliver to Buyer any assignments, and any required consents to
assignment, that it has obtained in respect of the Contracts, duly executed by
parties having the authority to so assign or consent to assign, in form and
substance as Buyer shall reasonably request, as well as a written confirmation
from such third parties that the Contracts are in good standing.
(e)	Seller Documents.  At the Closing,
Seller shall deliver to Buyer any and all documents required to satisfy the
conditions set forth in Section 9 of this Agreement and any other closing
documents reasonably requested by Buyer.
(f)	Buyer Documents.  At the Closing, Buyer
shall deliver to Seller any and all documents required to satisfy the conditions
set forth in Section 8 of this Agreement and any other closing documents
reasonably requested by Seller.
(g)	Post-Closing Actions.  Subsequent to the
Closing Date, Seller shall, and shall cause any Affiliate of Seller to, from
time to time execute and deliver, upon the request of Buyer, all such other and
further materials and documents and instruments of conveyance, transfer or
assignment as may reasonably be requested by Buyer to effect, record or verify
the transfer to and vesting in Buyer of Seller's and any of Seller's Affiliates'
right, title and interest in and to the Purchased Assets, free and clear of all
Liens in accordance with the terms of this Agreement.
4.	Representations and Warranties of
Seller.
Each representation and warranty set forth below is qualified by any
exception or disclosures set forth in the Seller Disclosure Schedule attached
hereto, which exceptions specifically reference the Section(s) to be qualified.
In all other respects, each representation and warranty set out in this Section
4 is not qualified in any way whatsoever, will not merge on Closing or by reason
of the execution and delivery of any agreement, document or instrument at the
Closing, will remain in force on and after the Closing Date, is given with the
intention that liability is not confined to breaches discovered before Closing,
is separate and independent and is not limited by reference to any other
representation or warranty or any other provision of this Agreement, and is made
and given with the intention of inducing the Buyer to enter into this Agreement.
Seller represents and warrants to Buyer as follows:
4.1	Organization, Standing and Power.  Seller is a
corporation duly organized, validly existing and in good standing under the laws
of its jurisdiction of organization. Seller has the requisite corporate power
and authority and all necessary permits, authorizations, consents, and approvals
of all Governmental Entities to own, lease and operate its properties and to
carry on the IZ Business as now being conducted and as proposed to be conducted,
except where the failure to have such power, authority and governmental
approvals would not, individually or in the aggregate, have a Material Adverse
Effect on the IZ Business. Seller is duly qualified or licensed as a foreign
corporation to do business, and is in good standing, in each jurisdiction where
the character of the properties owned, leased or operated by it or the nature of
its business makes such qualification or licensing necessary, except for
failures to be so qualified or licensed and in good standing that would not,
individually or in the aggregate, have a Material Adverse Effect on the IZ
Business.
4.2	Authority.  The execution and delivery of this Agreement
(and all other agreements and instruments contemplated under this Agreement) by
Seller, the performance by Seller of its obligations hereunder and thereunder,
and the consummation by Seller of the transactions contemplated hereby and
thereby have been duly authorized by all necessary action by the Board of
Directors and shareholders of Seller, and no other act or proceeding on the part
of or on behalf of Seller or its shareholders is necessary to approve the
execution and delivery of this Agreement and such other agreements and
instruments, the performance by Seller of its obligations hereunder and
thereunder and the consummation of the transactions contemplated hereby and
thereby.  The signatory officers of Seller have the power and authority to
execute and deliver this Agreement and all of the other agreements and
instruments to be executed and delivered by Seller pursuant hereto, to
consummate the transactions hereby and thereby contemplated and to take all
other actions required to be taken by Seller pursuant to the provisions hereof
and thereof.
4.3	Execution and Binding Effect.  This Agreement has been
duly and validly executed and delivered by Seller and constitutes, and the other
agreements and instruments to be executed and delivered by Seller pursuant
hereto, upon their execution and delivery by Seller, will constitute (assuming,
in each case, the due and valid authorization, execution and delivery thereof by
Buyer), legal, valid and binding agreements of Seller, enforceable against
Seller in accordance with their respective terms.
4.4	Consents and Approvals of Governmental Entities. Other
than the Governmental Authorizations, there is no requirement applicable to
Seller to make any filing, declaration or registration with, or to obtain any
permit, authorization, consent or approval of, any Governmental Entity as a
condition to the lawful consummation by Seller of the transactions contemplated
by this Agreement and the other agreements and instruments to be executed and
delivered by Seller pursuant hereto or the consummation by Seller of the
transactions contemplated herein or therein.
4.5	No Violation.  Neither the execution, delivery and
performance of this Agreement and all of the other agreements and instruments to
be executed and delivered pursuant hereto, nor the consummation of the
transactions contemplated hereby or thereby, will, with or without the passage
of time or the delivery of notice or both, (a) conflict with, violate or
result in any breach of the terms, conditions or provisions of the Articles of
Incorporation or Bylaws of Seller, (b) conflict with or result in a
violation or breach of, or constitute a default or require consent of any Person
(or give rise to any right of termination, cancellation or acceleration) under,
any of the terms, conditions or provisions of any contract, notice, bond,
mortgage, indenture, license, franchise, permit, agreement, lease or other
instrument or obligation to which Seller is a party or by which Seller or any of
the Purchased Assets may be bound, (c) violate any statute, ordinance or
law or any rule, regulation, order, writ, injunction or decree of any
Governmental Entity applicable to Seller or by which any properties or assets of
Seller may be bound, or (d) result in any cancellation of, or obligation to
repay, any grant, loan or other financial assistance received by Seller from any
Governmental Entity.  No "bulk sales" legislation applies to the
transactions contemplated by this Agreement.
4.6	Consents.  Schedule 4.6 sets forth each
agreement, contract or other instrument binding upon Seller requiring a consent
as a result of the execution, delivery and performance of this Agreement or the
consummation of the transactions contemplated hereby, except such consents as
would not, individually or in the aggregate, have a Material Adverse Effect if
not received by the Closing Date (each a "Required
Consent").
4.7	Financial Statements.  The Seller has made available to
Buyer the audited consolidated financial statements of PopMail (including
balance sheet, income statement and statement of cash flows) as of January 2,
2000, for the fiscal year then ended together with the consolidated financial
statements of PopMail contained in PopMail's Quarterly Reports on Form 10-Q for
fiscal year 2001 filed with the Securities and Exchange Commission
(collectively, the "Financial Statements").  The Financial
Statements have been prepared in accordance with generally accepted accounting
principles applied on a consistent basis throughout the periods indicated.  The
Financial Statements fairly present the financial condition and operating
results of the Seller as of the dates, and for the periods, indicated therein,
subject, in the case of interim financial statements, to normal year-end audit
adjustments. Except as set forth in the Financial Statements, the Seller has no
material liabilities, contingent or otherwise, other than (i) liabilities
incurred in the ordinary course of business subsequent to October 1, 2000
and (ii) obligations under contracts and commitments incurred in the
ordinary course of business and not required under generally accepted accounting
principles to be reflected in the Financial Statements, which, in both cases,
individually or in the aggregate are not material to the financial condition or
operating results of the Seller.

4.8	Absence of Certain Changes.  Since November 1, 2000
Seller has conducted the IZ Business in the ordinary course consistent with past
practice and Seller:  

(a)	has not created, incurred or assumed (i) any
borrowings under capital leases, or (ii) any obligation which in any
material way affect the IZ Business, the Purchased Assets or Buyer's ability to
conduct the IZ Business in substantially the same manner and condition as
conducted by Seller on the date of this Agreement;
(b)	has not changed in any manner the compensation of, or
agreed to provide additional benefits to, or enter into any employment agreement
with, any Employee (as defined in Section 7.1);
(c)	has maintained insurance coverage in amounts adequate
to cover the reasonably anticipated risks of the business conducted with the
Purchased Assets;
(d)	has not acquired or agreed to acquire by merging or
consolidating with, or by purchasing any assets or equity securities of, or by
any other manner, any business or any corporation, partnership, association or
other business organization or division thereof, or otherwise acquire or agree
to acquire any assets which are material, individually or in the aggregate, to
the IZ Business;
(e)	has not sold, disposed of or encumbered any of the
Purchased Assets or licensed any Purchased Assets to any Person except for the
sale of Inventory in the normal course of business consistent with past
practice;
(f)	has not engaged in any special promotion, which
promotes the sale of Inventory with highly discounted terms;
(g) 	has not entered into any agreements or commitments
relating to the business conducted with the Purchased Assets, except on
commercially reasonable terms in the ordinary course of business;
(h)	has complied in all material respects with all laws
and regulations applicable to the IZ Business;
(i)	has not entered into any agreement with any third
party for the distribution of any of the Purchased Assets;
(j)	has not changed or announced any change to the
products or services sold by the IZ Business except with Buyer's written consent
or at Buyer's request;
(k)	has not violated, amended or otherwise change in any
way the terms of any of the Contracts;
(l)	has not commenced a lawsuit related to or involving
the Purchased Assets other than (i) for the routine collection of bills; or (ii)
for a breach of this Agreement;
(m)	has not assigned, sold or otherwise conveyed to any
third party, any of its accounts receivable prior to the Closing Date; or
(n)	made any agreement to do any of the foregoing.
4.9  	Assets Generally.
(a)	The Purchased Assets include all properties, tangible
and intangible, and only such properties, currently used by Seller in operating
the IZ Business and necessary for Buyer to operate the IZ Business after the
Closing Date in a manner substantially equivalent to the manner in which Seller
has operated the IZ Business  prior to and through the Closing Date. Other than
the Required Consents and the Governmental Approvals, no licenses or other
consents from, or payments to, any other Person are or will be necessary for
Buyer to operate the IZ Business and use the Purchased Assets in the manner in
which Seller has operated the same.
(b)	Seller holds good and marketable title, license to or
leasehold interest in  all of the Purchased Assets and has the complete and
unrestricted power and the unqualified right to sell, assign and deliver the
Purchased Assets to Buyer.  Upon consummation of the transactions contemplated
by this Agreement, Buyer will acquire good and marketable title, license or
leasehold interest to the Purchased Assets free and clear of any Liens and there
exists no restriction on the use or transfer of the Purchased Assets, except as
may be assumed hereunder by Buyer as an Assumed Liability.  No Person other than
Seller has any right or interest in the Purchased Assets, including the right to
grant interests in the Purchased Assets to third parties, except for Purchased
Assets licensed or leased from third parties which are set forth in the Seller
Disclosure Schedule and identified as such.
(c)	Except as provided in this Agreement, no restrictions
will exist on Buyer's right to sell, resell, license or sublicense any of the
Purchased Assets or engage in the IZ Business, nor will any such restrictions be
imposed on Buyer as a consequence of the transactions contemplated by this
Agreement or by any agreement referenced in this Agreement.
(d)	All of the Purchased Assets are in good operating
condition and repair, as required for their use in the IZ Business as presently
conducted, and conform to all applicable laws, and no notice of any violation of
any law relating to any of the Purchased Assets or Assumed Liabilities has been
received by Seller.
4.10	Intellectual Property.
(a)	The execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated hereby
(including without limitation the continued conduct by Buyer after the Closing
Date of the IZ Business as presently conducted by Seller and the incorporation
of any Intellectual Property in any product of Buyer or an affiliate of Buyer)
will not breach, violate or conflict with any instrument or agreement governing
any Intellectual Property necessary or required for, or used in, the conduct of
the IZ Business as presently conducted and will not cause the forfeiture or
termination or give rise to a right of forfeiture or termination of any such
Intellectual Property or in any material way impair the right of Buyer or any of
its Affiliates to use, sell, license or dispose of, or to bring any action for
the infringement of, any such Intellectual Property or portion thereof;
(b)	Neither the development, manufacture, marketing,
license, sale or use of any product or Intellectual Property currently licensed,
used or sold by Seller or currently under development violates or will violate
any license or agreement to which Seller is a party or infringes or will
infringe any copyright, patent, trademark, service mark, trade secret or other
intellectual property or other proprietary right of any other party.  All
registered trademarks, service marks, patents and copyrights held by Seller are
valid and subsisting.  There is no pending or threatened claim or litigation
contesting the validity, ownership or right to use, sell, license or dispose of
any of the Purchased Assets (including without limitation the Intellectual
Property) necessary or required for, or used in, the conduct of the business of
Seller as presently conducted nor is there any basis for any such claim, nor has
Seller received any notice asserting that any such Purchased Asset (including
without limitation the Intellectual Property) or the proposed use, sale, license
or disposition thereof conflicts or will conflict with the rights of any other
party, nor is there any basis for any such assertion.  To the best of Seller's
knowledge, there is no unauthorized use, infringement or misappropriation on the
part of any third party of the Purchased Assets (including without limitation
the Intellectual Property); and
(c)	Seller has taken reasonable steps (including, without
limitation, entering into confidentiality and non-disclosure agreements with all
officers and employees of and consultants to Seller with access to or knowledge
of the Purchased Assets (including without limitation the Intellectual
Property)) to maintain the secrecy and confidentiality of, and its proprietary
rights in, the Purchased Assets (including without limitation the Intellectual
Property) necessary or required for, or used in, the conduct of the business of
Seller as presently conducted.  The Seller Disclosure Schedule contains a
complete and accurate list of all applications, filings and other formal actions
made or taken pursuant to federal, state, local and foreign laws by Seller to
perfect or protect its interest in the Purchased Assets, including, without
limitation, all patents, patent applications, trademarks, trademark
applications, service marks and copyright or mask work registrations.
(d)	All fees to maintain Seller's rights in the
Intellectual Property, including, without limitation, patent and trademark
registration and prosecution fees and all professional fees in connection
therewith pertaining to the Intellectual Property due and payable on or before
the Closing Date, have been paid by Seller or will be paid by Seller within a
reasonable period after the Closing.
4.11	Supply Agreements.  
(a)	The only obligations of Seller to deliver or supply
products or services are identified in Schedule 2.1(b) as Co-publishing
or Content Agreements (such agreements, as supplemented below, are referred to
collectively as the "Supply Agreements").  Seller has provided
a true and complete copy of all Supply Agreements to Buyer.  All such Supply
Agreements are in full force and effect and are valid and effective in
accordance with their respective terms against Seller, as the case may be, and
against the other party thereto.  Seller holds right, title and interest under
the terms of each Supply Agreement free of all Liens.  Seller is not in default
under any such Supply Agreements (or has caused an event which with notice or
lapse of time, or both, would constitute a default), nor, to the best of
Seller's knowledge, is the other party thereto in default (or has caused an
event which with notice or lapse of time, or both, would constitute a default)
under any such Supply Agreements.
(b)	Seller has not entered into any agreement under which
Seller is restricted from selling, licensing or otherwise distributing any
products or services to any class of customers, in any geographic area, during
any period of time or in any segment of the market.
(c)	After the Closing, Buyer will not be prevented by any
act of Seller from changing prices charged to existing or future customers of
any products or services.
(d)	Seller has not granted any third party the right to
supply any products or services of the IZ Business to any other third party.  No
agreement for supply of the products or services by Seller obligates Seller, and
no agreement would obligate Buyer after the Closing Date, to provide any change
in specification of such products or services or to provide new products or
services.  No agreement pursuant to which Seller has licensed the use of any
products to any third party obligates Seller to provide any change in
specification in the performance of such products or to provide new products or
services.
4.12	Warranties and Indemnities.  The Seller Disclosure
Schedule sets forth a summary of all warranties and indemnities, express or
implied, relating to products sold or services rendered by Seller, and no
warranty or indemnity has been given by Seller which is not listed on the Seller
Disclosure Schedule or which differs therefrom in any respect.  Seller is in
compliance with all warranties described in the Seller Disclosure Schedule.  The
Seller Disclosure Schedule also indicates all warranty and indemnity claims
currently pending against Seller.
4.13	Accounts Receivable.  All accounts receivable, notes
receivable and other receivables included in the Purchased Assets are valid,
genuine and fully collectible in the aggregate amount thereof, net of Seller's
allowances for doubtful accounts attributable to the IZ Business determined in
accordance with GAAP.
4.14	Licenses and Permits. Seller holds all consents,
approvals, registrations, certifications, authorizations, permits and licenses
of, and has made all filings with, or notifications to, all Governmental
Entities pursuant to applicable requirements of all federal, state, local and
foreign laws, ordinances, governmental rules or regulations applicable to the
business, including, but not limited to, all such laws, ordinances, governmental
rules or regulations relating to registration of the products of the IZ Business
(at their current level of development and use) and certification of the
facilities of the IZ Business, except where the failure to hold any such
consent, approval, registration, certification, authorization, permit or license
of, or make any filing with, or notification to, any Governmental Entity would
not have a Material Adverse Effect on the IZ Business.  The IZ Business is in
compliance with all federal, state, local and foreign laws, ordinances,
governmental rules and regulations relating to the products manufactured by the
IZ Business or otherwise related to the IZ Business, except where the failure to
comply with any such federal, state, local or foreign law, ordinance,
governmental rule or regulation would not have a Material Adverse Effect on the
IZ business, and Seller has no reason to believe that any consents, approvals,
authorizations, registrations, certifications, permits, filings or notifications
that it has received or made to operate the IZ Business are invalid or have been
or are being suspended, canceled, revoked or questioned.  There is no
investigation or inquiry to which Seller is a party or, to Seller's knowledge,
pending or threatened, relating to the IZ Business and its compliance with
applicable foreign, state, local or foreign laws, ordinances, governmental rules
or regulations.  Each such consent, approval, registration, certification,
authorization, permit or license is transferable and shall be transferred to
Buyer in accordance with the terms of this Agreement.
4.15	Employees.
(a)	Schedule 4.15 sets forth the names and job
titles of all of the Employees.  All employees, consultants, officers, directors
and shareholders of Seller or any Seller subsidiary that have had access to the
Purchased Assets are parties to a written agreement (a "Confidentiality
Agreement"), under which each such person or entity (i) is
obligated to disclose and transfer to Seller, without the receipt by such person
of any additional value therefor (other than normal salary or fees for
consulting services), all inventions, developments and discoveries which, during
the period of employment with or performance of services for Seller, he or she
makes or conceives of either solely or jointly with others, that relate to any
subject matter with which his or her work for Seller may be concerned, or relate
to or are connected with the IZ Business, products or projects of Seller, or
involve the use of the time, material or facilities of Seller, and (ii) is
obligated to maintain the confidentiality of proprietary information of Seller.
None of Seller's employees, consultants, officers or directors is obligated
under any contract (including licenses, covenants or commitments of any nature)
or other agreement, or to the best of Seller's knowledge subject to any
judgment, decree or order of any court or administrative agency, that would
conflict with their obligation to promote the interests of Seller with regard to
the IZ Business or the Purchased Assets or that would conflict with the IZ
Business or the Purchased Assets.  Neither the carrying on of the IZ Business by
its employees and consultants, nor to the best of Seller's knowledge the
execution or the delivery of this Agreement, will conflict with or result in a
breach of the terms, conditions or provisions of, or constitute a default under,
any contract, covenant or instrument under which any of such persons or entities
are now obligated.  It is currently not necessary nor will it be necessary for
Seller to utilize in the IZ Business any inventions of any of such persons or
entities (or people it currently intends to hire) made or owned prior to their
employment by or affiliation with Seller, nor is it or will it be necessary to
utilize any other assets or rights of any such persons or entities (or people it
currently intends to hire) made or owned prior to their employment with or
engagement by Seller, in violation of any registered patents, trade names,
trademarks or copyrights or any other limitations or restrictions to which any
such persons or entity is a party or to which any of such assets or rights may
be subject.  To the Seller's knowledge, none of Seller's employees, consultants,
officers, directors or shareholders that has had knowledge or access to
information relating to the Purchased Assets has taken, removed or made use of
any proprietary documentation, manuals, products, materials, or any other
tangible item from his or her previous employer relating to the Purchased Assets
by such previous employer which has resulted in Seller's access to or use of
such proprietary items included in the Purchased Assets, and Seller will not
gain access to or make use of any such proprietary items in the IZ Business,
except to the extent that any such activities would not have a material adverse
effect on the Purchased Assets or the IZ Business.
(b)	Except for the Confidentiality Agreement, there are no
written or oral contracts of employment between Seller and any Employee.
(c)	Seller is not a party to any collective bargaining
agreement covering any employee and Seller knows of no effort to organize any of
its employees as a part of any collective bargaining unit.  Seller's employees
are not members of a trade union certified as a bargaining agent with the Seller
and, to the best of Seller's knowledge, no proceedings to implement any such
certifications are pending.
4.16	Employee Benefit and Compensation Plans.  Buyer will
incur no liability with respect to, or on account of, and Seller will retain any
liability for, and on account of, any employee benefit plan of Seller, any of
its Affiliates or any predecessor employer of any employee, including, but not
limited to, liabilities Seller may have to such employees under all employee
benefit schemes, incentive compensation plans, bonus plans, pension and
retirement plans, profit-sharing plans (including any profit-sharing plan with a
cash-or-deferred arrangement) share purchase and option plans, savings and
similar plans, medical, dental, travel, accident, life, disability and other
insurance and other plans or arrangements, whether written or oral and whether
"qualified" or "non-qualified," or to any employee as a
result of termination of employment by Seller as contemplated by this Agreement
(including any liabilities under the Consolidated Omnibus Budget Reconciliation
Act ("COBRA")).  Seller has not, with respect to any employee,
maintained or contributed to, or been obligated or required to contribute to,
any retirement or pension plan or any employee benefit plan.  The Seller has
complied with all of its obligations (including obligations to make
contributions) in respect of the retirement or pension funds of which its
employees are beneficiaries, there is no outstanding liability of the Seller or
any of its Affiliates to any such funds and all such funds are fully funded to
meet all potential claims for benefits by any and all such employees and any
former employee.  
	4.17	Taxes.  All Taxes have been or will be paid by
Seller which are due or properly accrued with respect to all periods (or
portions thereof) prior to and including the Closing Date, and at the request of
Buyer, Seller shall provide Buyer with proof of such payment.  Seller and any
other person required to file returns or reports of Taxes have duly and timely
filed (or will file prior to the Closing Date) all returns and reports of Taxes
required to be filed prior to such date, and all such returns and reports are
true, correct, and complete.  There are no liens for Taxes on any of the
Purchased Assets.  Seller has complied with all record keeping and tax reporting
obligations relating to income and employment taxes due with respect to
compensation paid to employees or independent contractors providing services to
the IZ Business.  Seller is not a "foreign person" within the meaning
of Section 1445(f)(3) of the Code.  There are no pending or, to Seller's
knowledge, threatened proceedings with respect to Taxes, and there are no
outstanding waivers or extensions of statutes of limitations with respect to
assessments of  Taxes.  No agreement or arrangement regarding compensation of
any employee providing services to the IZ Business provides for any payments
which could result in a nondeductible expense to the Buyer pursuant to
Section 280G of the Code or an excise tax to the recipient of such payment
pursuant to Section 4999 of the Code.

 4.18	Compliance with Law.  The operation of the IZ Business
has been conducted in all material respects in accordance with all applicable
laws, regulations and other requirements of Governmental Entities having
jurisdiction over the same.
4.19	Material Contracts.
(a)	Schedule 2.1(b) contains a list of all Contracts which
are material to the Business.
(b)	Except as would not, individually or in the aggregate,
have a Material Adverse Effect on the IZ Business, each Contract is a legal,
valid and binding agreement, and none of the Contracts is in default by its
terms or has been canceled by the other party; Seller is not in receipt of any
claim of default under any such Contract; and Seller does not anticipate any
termination or change to, or receipt of a proposal with respect to, any such
Contract as a result of the transactions contemplated hereby.  Seller has
furnished Buyer with true and complete copies of all such Contracts together
with all amendments, waivers or other changes thereto.  
4.20	Litigation; Other Claims.
(a)	There are no claims, actions, suits, inquiries,
proceedings, or investigations against Seller, or any of its officers, directors
or shareholders, relating to the IZ Business, the Purchased Assets or Seller's
employees which are currently pending or, to the best of Seller's knowledge,
threatened, at law or in equity or before or by any Governmental Entity, or
which challenges or seeks to prevent, enjoin, alter or materially delay any of
the transactions contemplated hereby, nor is Seller aware of any basis for such
claims, actions, suits, inquiries, proceedings, or investigations; and no
Governmental Entity has at any time challenged or questioned the legal right of
Seller to manufacture, offer or sell any of its products or services in the
present manner or style thereof.
(b)	There are no grievance or arbitration proceedings
pending or threatened, and there are no actual or threatened strikes or work
stoppages with respect to the IZ Business, the Purchased Assets or Seller's
employees, nor is Seller aware of any basis for such proceedings or events.
4.21	Defaults.  Seller is not in default under or with
respect to any judgment, order, writ, injunction or decree of any court or any
Governmental Entity which could reasonably be expected to have a Material
Adverse Effect on the IZ Business or any of the Purchased Assets.  There does
not exist any default by Seller or by any other Person, or event that, with
notice or lapse of time, or both, would constitute a default under any agreement
entered into by Seller as part of the operations of the IZ Business which could
reasonably be expected to have a Material Adverse Effect on the IZ Business or
the Purchased Assets, and no notices of breach thereof have been received by
Seller.
4.22	Schedules.  The schedules describing the Purchased
Assets are complete and accurate and describe the assets in the possession of,
or used by Seller in connection with the IZ Business.  The property listed in
such Schedules constitutes all of the tangible and intangible property necessary
for the conduct by Seller of the IZ Business.
4.23	Full Disclosure.  Seller is not aware of any facts
pertaining to the Purchased Assets which affect the IZ Business or the Purchased
Assets in a materially adverse manner or which will in the future affect the IZ
Business or the Purchased Assets in a materially adverse manner.  Neither this
Agreement nor any other agreement, exhibit, schedule or officer's certificate
being entered into or delivered pursuant to this Agreement contains any untrue
statement of a material fact or omits to state any material fact necessary in
order to make the statements contained in such document not misleading.
4.24	Brokers and Finders.  Neither Seller nor any of its
officers, directors or employees has employed any broker or finder or incurred
any liability for any brokerage fee, commission or finder's fee in connection
with the transactions contemplated by this Agreement.
4.25	Fair Consideration; No Fraudulent Conveyance.  The sale
of the Purchased Assets pursuant to this Agreement is made in exchange for fair
and equivalent consideration.  Seller is not now insolvent and will not be
rendered insolvent by the sale, transfer and assignment of the Purchased Assets
pursuant to the terms of this Agreement.  Seller is not entering into this
Agreement or any of the other agreements referenced in this Agreement with the
intent to defraud, delay or hinder its creditors and the consummation of the
transactions contemplated by this Agreement, and the other agreements referenced
in this Agreement, will not have any such effect.  The transactions contemplated
in this Agreement or any agreements referenced in this Agreement will not
constitute a fraudulent conveyance, or otherwise give rise to any right of any
creditor of Seller to any of the Purchased Assets after the Closing.
4.26	Insurance.  The Seller Disclosure Schedule lists all
insurance policies and fidelity bonds covering the Purchased Assets.  There is
no claim by Seller pending under any of such policies or bonds as to which
coverage has been questioned, denied or disputed by the underwriters of such
policies and bonds.  All premiums due and payable under all such policies and
bonds have been paid and Seller is otherwise in material compliance with the
terms of such policies and bonds (or other policies and bonds providing
substantially similar insurance coverage).  There is no threatened termination
of, or material premium increase with respect to, any of such policies.
5.	Representations and Warranties of Buyer

	Buyer represents and warrants to Seller as follows:

5.1	Organization.  Buyer is a corporation duly formed and
validly existing under the laws of Delaware and has full corporate power and
authority and the legal right to execute and deliver this Agreement and all of
the other agreements and instruments to be executed and delivered by Buyer
pursuant hereto, and to consummate the transactions contemplated hereby and
thereby.
5.2	Authority.  The execution and delivery of this Agreement
(and all other agreements and instruments contemplated hereunder) by Buyer, the
performance by Buyer of its obligations hereunder and thereunder, and the
consummation by Buyer of the transactions contemplated hereby and thereby have
been duly authorized by all necessary action by the Board of Directors of Buyer,
and no other act or proceeding on the part of Buyer or its shareholders is
necessary to approve the execution and delivery of this Agreement and such other
agreements and instruments, the performance by Buyer of its obligations
hereunder and thereunder and the consummation of the transactions contemplated
hereby and thereby.  The signatory officers of Buyer have the power and
authority to execute and deliver this Agreement and all of the other agreements
and instruments to be executed and delivered by Buyer pursuant hereto, to
consummate the transactions hereby and thereby contemplated and to take all
other actions required to be taken by Buyer pursuant to the provisions hereof
and thereof.
5.3	Execution and Binding Effect.  This Agreement and the
Note have been duly and validly executed and delivered by Buyer and constitutes,
and the other agreements and instruments to be executed and delivered by Buyer
pursuant hereto, upon their execution and delivery by Buyer, will constitute
(assuming, in each case, the due and valid authorization, execution and delivery
thereof by Seller), legal, valid and binding agreements of Buyer, enforceable
against Buyer in accordance with their respective terms, except as
enforceability may be limited by bankruptcy, insolvency, moratorium, or other
laws affecting the enforcement of creditors' rights generally or provisions
limiting competition, and by equitable principles.
5.4	Consent and Approvals.  There is no requirement
applicable to Buyer to make any filing, declaration or registration with, or to
obtain any permit, authorization, consent or approval of, any Governmental
Entity as a condition to the lawful consummation by Buyer of the transactions
contemplated by this Agreement and the other agreements and instruments to be
executed and delivered by Buyer pursuant hereto, except for filings (a) which
are referred to in the Seller Disclosure Schedule or (b) the failure of making
which would not have a Material Adverse Effect on the transactions contemplated
hereby.
5.5	No Violation.  Neither the execution, delivery and
performance of this Agreement and of all the other agreements and instruments to
be executed and delivered pursuant hereto, nor the consummation of the
transactions contemplated hereby or thereby, will, with or without the passage
of time or the delivery of notice or both, (a) conflict with, violate or
result in any breach of the terms, conditions or provisions of the Certificate
of Incorporation or Bylaws of Buyer, (b) conflict with or result in a
violation or breach of, or constitute a default or require consent of any Person
(or give rise to any right of termination, cancellation or acceleration) under,
any of the terms, conditions or provisions of any notice, bond, mortgage,
indenture, license, franchise, permit, agreement, lease or other instrument or
obligation to which Buyer is a party or by which Buyer or any of its properties
or assets may be bound, or (c) violate any statute, ordinance or law or any
rule, regulation, order, writ, injunction or decree of any Governmental Entity
applicable to Buyer or by which any of its properties or assets may be
bound.
6.	Covenants.
6.1	Access to Information.
(a)	Prior and subsequent to the Closing, Seller will
permit Buyer to make a full and complete investigation of the Purchased Assets
and to receive from Seller all information of Seller relating to the Purchased
Assets or reasonably related to Seller's conduct of the IZ Business.  Without
limiting this right, Seller will give to Buyer and its accountants, legal
counsel, and other representatives full access, during normal business hours, at
a mutually agreeable location arranged in advance, to all of the books, records,
files, documents, properties, and contracts of Seller relating to the Purchased
Assets or reasonably related to Seller's conduct of the IZ Business and allow
Buyer and any such representatives to make copies thereof, all of which shall be
made available in an organized fashion and so as to facilitate an orderly
review.  This Section 6.1 shall not affect or be deemed to modify any
representation or warranty contained herein or the conditions to the obligations
of the parties to consummate the transactions contemplated by this Agreement.
Seller shall maintain and make available the information and records specified
in this Section 6.1(a) in the ordinary course of Seller's business and document
retention policies, as if the transactions contemplated by this Agreement had
not occurred.
(b)	At all times following the Closing, each party shall
provide the other party (at such other party's expense) with such reasonable
assistance, including the provision of available relevant records or other
information and reasonable access to and cooperation of any employees, as may be
reasonably requested by either of them in connection with the preparation of any
financial statement or tax return, any audit or examination by any taxing
authority, or any judicial or administrative proceeding relating to liability
for Taxes.
6.2	Third Party Consents.  Seller and Buyer shall use
commercially reasonable efforts to obtain, within the applicable time periods
required, all Required Consents, waivers, permits, consents and approvals and to
effect all registrations, filings and notices with or to third parties or
Governmental Entities which are necessary to consummate the transactions
contemplated by this Agreement so as to preserve all rights of, and benefits to,
the Buyer in the Purchased Assets.  Nothing in this Agreement shall be construed
as an assignment of, or an attempt to assign to Buyer, any contract (or rights
therein) or Governmental Entity authorization which, as a matter of law or by
its terms, is (i) not assignable, or (ii) not assignable without the
approval or consent of the issuer thereof or the other party or parties thereto,
without first obtaining such approval or consent (collectively, "Non-
Assignable Rights").  In connection with such Non-Assignable Rights, and
without prejudice to the rights of Buyer elsewhere in this Agreement, Seller
shall, at the request of Buyer:
(a)	apply for and use all reasonable efforts to obtain all
consents or approvals contemplated by the Purchased Assets (or rights therein)
or Governmental Entity authorization, in a form satisfactory to Buyer acting
reasonably;
(b)	co-operate with Buyer in any reasonable and lawful
arrangements designed to provide the benefits of such Non-Assignable Rights to
Buyer, including holding any such Non-Assignable Rights in trust for Buyer or
acting as agent for Buyer;
(c)	enforce any rights of Seller arising from such Non-
Assignable Rights against the issuer thereof or the other party or parties
thereto;
(d)	take all such actions and do, or cause to be done, all
such things at the request of Buyer as shall reasonably be necessary and proper
in order that the value of any Non-Assignable Rights shall be preserved and
shall enure to the benefit of Buyer; and
(e)	pay over to Buyer, all monies collected by or paid to
Seller in respect of such Non-Assignable Rights. 
If Seller is unable to lawfully provide the benefit of any Non-Assignable
Right to Buyer, it shall not, at any time, use such Non-Assignable Right for its
own purposes or assign or provide the benefit of such Non-Assignable Right to
any other party. 
6.3	Certain Notifications.  At all times prior to the
Closing, Seller and Buyer shall promptly notify the other party in writing of
the occurrence of any event which will result, or has a reasonable prospect of
resulting, in the failure to satisfy any of the conditions specified in Section
8 or Section 9 of this Agreement.
6.4	Best Efforts.  The Seller shall use its commercially
reasonable best efforts (i) to cause to be fulfilled and satisfied all of
the conditions to the Closing set forth in Section 8 below, (ii) to cause
to be performed all of the matters required of it at the Closing and
(iii) to cause the Contracts to be assigned to Buyer.
6.5	Tax Returns.  Seller shall, to the extent that failure
to do so could adversely affect Buyer, the IZ Business or the Purchased Assets
following Closing, (a) continue to file in a timely manner all returns and
reports relating to Taxes, and such returns and reports shall be true, correct
and complete and shall be subject to the review and consent of Buyer which
consent shall not be unreasonably withheld, and (b) be responsible for and
pay when due any and all Taxes attributable to or imposed upon Seller or any of
its direct or indirect subsidiaries, or attributable to or imposed upon the
Purchased Assets for any period (or portion thereof) through and including the
Closing Date, including, without limitation, any Taxes attributable to or
arising from the transactions contemplated by this Agreement.  In the event
Buyer makes any payment in respect of such Taxes as a result of Seller's failure
to pay such Taxes when due, there shall be a partial forgiveness of the Note as
set forth in Section 2.6(b) above.
6.6	Post-Closing Access to Information.  If, after the
Closing Date, in order properly to operate the IZ Business or prepare documents
or reports required to be filed with governmental authorities or Buyer's
financial statements, it is necessary that Buyer obtain additional information
within Seller's possession relating to the Purchased Assets or the IZ Business,
Seller will furnish or cause its representatives to furnish such information to
Buyer.  Such information shall include, without limitation, all agreements
between Seller and any Person relating to the IZ Business. Seller shall maintain
and make available the information and records specified in this Section 6.6 for
a period of five (5) years after the Closing Date.
6.7	Post-Closing Cooperation.  Seller agrees that, if
reasonably requested by Buyer, it will cooperate with Buyer, at Buyer's expense,
in enforcing the terms of any agreements between Seller and any third party
involving the IZ Business, including without limitation terms relating to
confidentiality and the protection of intellectual property rights.  In the
event that Buyer is unable to enforce its intellectual property rights against a
third party as a result of a rule or law barring enforcement of such rights by a
transferee of such rights, Seller agrees to reasonably cooperate with Buyer by
assigning to Buyer such rights as may be required by Buyer to enforce its
intellectual property rights in its own name.  If such assignment still does not
permit Buyer to enforce its intellectual property rights against the third
party, Seller agrees to initiate proceedings against such third party in
Seller's name, provided that Buyer shall be entitled to participate in such
proceedings and provided further that Buyer shall be responsible for the
expenses of such proceedings.
6.8	No Post-Closing Retention of Copies.  Immediately after
the Closing, Seller shall deliver to Buyer or destroy copies of Purchased Assets
in Seller's possession that are in addition to copies delivered to Buyer as part
of the Closing, whether such copies are in paper form, on computer media or
stored in another form; provided, however, that Seller may retain and use
copies of financial books and records relating to the IZ Business as well as
other documents required by law to be kept by Seller for the sole purpose of
preparing its financial statements and other reports required by applicable law.
The Seller shall not be permitted to use the financial books and records of the
IZ Business for any other reason.
6.9	Public Announcements.  On and prior to the Closing Date,
Buyer and Seller shall advise and confer with each other prior to the issuance
of any reports, statements or releases concerning this Agreement (including the
exhibits and schedules hereto) and the transactions contemplated herein.
Neither Buyer nor Seller will make any public disclosure prior to the Closing or
with respect to the Closing unless both parties agree on the text and timing of
such public disclosure; provided, however, that nothing contained herein
shall prevent either party at any time from furnishing any information to any
Governmental Entity.  Immediately after this Agreement is signed, both parties
will make public announcements to their respective share exchanges; the text of
such public announcements will be reviewed by the parties prior to release.
6.10	Post-Closing Actions.  Subsequent to the Closing Date,
Seller shall, from time to time, execute and deliver, upon the request of Buyer,
all such other and further materials and documents and instruments of
conveyance, transfer or assignment as may reasonably be requested by Buyer to
effect, record or verify the transfer to, and vesting in Buyer, of Seller's
right, title and interest in and to the Purchased Assets, free and clear of all
Liens, in accordance with the terms of this Agreement.
6.11	Financial Statements.  In the event
Buyer is required by the rules and regulations promulgated by the U.S.
Securities and Exchange Commission to produce any financial statements covering
a period or periods prior to the Closing Date, then Seller at Buyer's expense
shall assist Buyer in the preparation thereof as reasonably requested by Buyer.

6.12	Permits.  Seller will assist Buyer in
obtaining any licenses, permits or authorizations required for carrying on the
IZ Business but which are not transferable.
6.13	Taxes. Seller shall be responsible for
paying, shall promptly discharge when due, and shall reimburse, indemnify and
hold harmless Buyer from, any sales or use, transfer, real property gains,
excise, stamp, or other similar Taxes arising from, imposed on or attributable
to the transactions contemplated by this Agreement, and any other Taxes which
are due or properly accrued with respect to all periods (or portions thereof)
prior to and including the Closing Date, and at the request of Buyer, Seller
shall provide Buyer with proof of such payment.
7.	Employee Matters

7.1	Transferred Employees.

(a)	Offer of Employment.  Subject to and
in accordance with the provisions of this Section 7, Buyer may offer employment
to any or all of the employees who are employed by Seller in the IZ Business as
of the date of this Agreement (the "Employees").  Seller agrees
that it will cooperate with Buyer to identify those employees of Seller who are
necessary for the conduct the IZ Business.  Prior to the Closing, Buyer, after
notice to Seller as to the timing and method of contact, shall have the right to
contact any or all of the Employees for the purposes of making offers of
employment with Buyer (or any Affiliate designated by Buyer) after the Closing
Date and receiving written acceptances of such employment (in each case
contingent on consummation of the transactions contemplated by this Agreement).
Upon Closing, Buyer (or any Affiliates designated by Buyer) shall hire those
Employees to whom it has made an offer in accordance with this Section 7.1 and
who accept such offer in the manner and within the time frame reasonably
established by Buyer. Each such Employee who is employed by Seller on the
Closing Date and who actually transfers to employment with Buyer (or any
Affiliate designated by Buyer) at or after the Closing Date as a result of an
offer of employment made by Buyer is hereafter referred to as a
"Transferred Employee."  Transferred Employees shall not
include any person on a disability leave of more than twenty-six (26) weeks.  On
a periodic basis following the date of this Agreement and prior to the Closing,
Buyer shall advise Seller of its intentions with respect to the employees it
desires to extend or has extended offers to and the general status of
discussions with such employees.  Buyer hereby notifies Seller of Buyer's intent
to offer employment to all Employees set forth on Schedule 7.1(a) on terms
and conditions substantially equivalent to, or greater than, such Employees'
current terms and conditions of employment.  Notwithstanding such periodic
disclosures made to Seller, Buyer shall not be obligated to hire any employee
unless an offer of employment is subsequently made to, and accepted by, such
employee; in addition, Buyer shall have no obligation to hire any employees of
Seller after the Closing Date.
(b)	Transition.  Seller hereby agrees that
it will not terminate the employment of any Employee prior to the Closing;
provided, however, that Seller will terminate the employment of Ronald Dan Berst
and Philip Bane immediately prior to the Closing.  The employment by Seller of
the Transferred Employees shall end at the close of business on the Closing Date
and the employment of the Transferred Employees by Buyer shall commence at
12:01 a.m. on the day after the Closing Date.  The terms of employment with
Buyer (or Buyer's Affiliates) shall be as mutually agreed to between each
Transferred Employee and Buyer (or Buyer's Affiliate, as the case may be),
subject to the provisions of this Section 7.1.  Between the date of this
Agreement and the Closing Date, Seller will provide each Transferred Employee
with the same level of compensation as that currently provided by Seller.  Buyer
shall have no obligation with respect to payments of salary, compensation,
wages, health or similar benefits, commissions, bonuses (deferred or otherwise),
severance (including any severance pay owed to Ronald Dan Berst and Philip
Howard Bane), stock or stock options or any other sums due to any Transferred
Employee that accrued as of or before the Closing Date.  Other than as listed on
Schedule 7.1(b), Seller will be fully responsible for all amounts payable
to any employee who is not a Transferred Employee, including (without
limitation) all termination payments, redundancy compensation, severance pay,
accrued vacation pay and other amounts payable in respect of the termination of
employment of any employee in connection with the sale of the Purchased Assets
to the Buyer.  In addition, Seller will be fully responsible for all amounts
owing to Transferred Employees prior to Closing.
(c)	Retention of Employees Prior to Closing.
Seller agrees to use reasonable efforts to retain the Employees as employees of
the IZ Business until the Closing Date, and to assist Buyer in securing the
employment after the Closing Date of those Employees to whom Buyer (or
designated by Buyer) makes or intends to make offers of employment under
subsection (a) above.  Seller shall not transfer any Employee to employment with
Seller outside of the IZ Business prior to the Closing or without the consent of
Buyer.  Seller shall notify Buyer promptly if, notwithstanding the foregoing,
any Employee terminates employment with Seller after the date of this Agreement
but prior to the Closing.  Buyer may request Seller to hire additional employees
for the IZ Business, in which case Seller will use commercial reasonable efforts
to identify and hire such employees.
7.2	Compensation and Benefits of Transferred Employees.
Coverage for Transferred Employees under Buyer's compensation and benefit plans
and other programs shall commence as of 12:01 a.m. on the day after the Closing
Date.  Buyer shall be free to establish its own employee benefit plans; Buyer
shall have no obligation to offer benefit plans of the same type or with terms
similar to or better than the terms of Seller's current employee benefit plans.
Buyer may, at its option, give each Transferred Employee credit for such
Transferred Employee's years of most recent continuous service with Seller for
purposes of determining participation and benefit levels under all of Buyer's
vacation policies and benefit plans and programs.
7.3	Other Employees of the IZ Business.  With respect to
each employee of the IZ Business as of the Closing Date who is not a Transferred
Employee (each a "Non-Transferred Employee"), Seller agrees to
either terminate such Non-Transferred Employee's employment with Seller,
effective prior to the Closing or offer such Non-Transferred Employee continued
employment with Seller other than in the IZ Business.  Seller further
acknowledges that the Non-Transferred Employees shall not be employees of Buyer
after the Closing.
7.4	No Right to Continued Employment or Benefits.  No
provision in this Agreement shall create any third party beneficiary or other
right in any Person (including any beneficiary or dependent thereof) for any
reason, including, without limitation, in respect of continued, resumed or new
employment with Seller or Buyer (or any Affiliate of Seller or Buyer) or in
respect of any benefits that may be provided, directly or indirectly, under any
plan or arrangement maintained by Seller, Buyer or any Affiliate of Seller or
Buyer.  Except as otherwise expressly provided in this Agreement, Buyer is under
no obligation to hire any employee of Seller, provide any employee with any
particular benefits, or make any payments or provide any benefits to those
employees of Seller whom Buyer chooses not to employ.
8.	Conditions to Buyer's Obligations


	The obligations of Buyer under this Agreement are subject to the
fulfillment, prior to or on the Closing Date, of each of the following
conditions, all or any of which may be waived by Buyer in writing, except as
otherwise provided by law:
8.1	Representations and Warranties True; Performance;
Certificate. 
(a)	The representations and warranties of Seller contained
in this Agreement shall be true and correct in all material respects as of the
Closing Date with the same effect as though such representations and warranties
had been made or given again at and as of the Closing Date;
(b)	Seller shall have performed and complied with all of
its agreements, covenants and conditions required by this Agreement to be
performed or complied with by them prior to or on the Closing Date;
(c)	The conditions set forth in this Section 8 have been
fulfilled or satisfied, unless otherwise waived in writing by Buyer; and
(d)	Buyer shall have received a certificate, dated as of
the Closing Date, signed and verified by an officer of Seller on behalf of
Seller certifying to the matters set forth in Sections 8.1(a) and 8.1(b)
above.
8.2	Consents.  All Governmental Authorizations, Required
Consents and consents required to transfer the Contracts to Buyer on the terms
and conditions provided to Seller, without change as a result of the transfer to
Buyer, shall have been obtained.
8.3	No Proceedings or Litigation.
(a)  No preliminary or permanent injunction or other order
shall have been issued by any Governmental Entity, nor shall any statute, rule,
regulation or executive order be promulgated or enacted by any Governmental
Entity which prevents the consummation of the transactions contemplated by this
Agreement.
(b)  No suit, action, claim, proceeding or investigation
before any Governmental Entity shall have been commenced and be pending against
any of the parties, or any of their respective Affiliates, associates, officers
or directors, seeking to prevent transactions contemplated by this Agreement,
including, without limitation, the sale of the Purchased Assets or asserting
that the sale of the Purchased Assets would be illegal or create liability for
damages or which may have a Material Adverse Effect on the IZ Business or the
Purchased Assets.
8.4	Documents.  This Agreement, the exhibits and schedules
attached hereto, and any other instruments of conveyance and transfer and all
other documents to be delivered by Seller at the Closing and all actions of
Seller required by this Agreement and the exhibit agreements, or incidental
thereto, and all related matters, shall be in form and substance reasonably
satisfactory to Buyer and Buyer's counsel and shall be in full force and
effect.
8.5	Governmental Filings.  The parties shall have made any
required filing with Governmental Entities in connection with this Agreement and
the exhibit agreements, and any approvals related thereto shall have been
obtained or any applicable waiting periods shall have expired.  If a proceeding
or review process by a Governmental Entity is pending in which a decision is
expected, Buyer shall not be required to consummate the transactions
contemplated by this Agreement until such decision is reached or rendered,
notwithstanding Buyer's legal ability to consummate the transactions
contemplated by this Agreement prior to such decision being reached or rendered.

8.6	No Material Adverse Change.  There shall have been no
material adverse change in the financial condition or results of operations of
the IZ Business on the Closing Date as compared with the date of this
Agreement.
8.7	Termination of Benefit Plans.  Seller shall have
provided Buyer with evidence, reasonably satisfactory to Buyer as to the
termination of all benefit plans and payments owing by Seller relating to all
Employees and the termination of all Non-Transferred Employees' benefit
plans.
8.8	Legal Opinion.  Buyer shall have
received a legal opinion from Maslon Edelman Borman & Brand, LLP, legal
counsel to Seller, dated the Closing Date, in a form satisfactory to Buyer.
8.9	Outside Financing.  Buyer shall have received equity
financing in an amount of no less than $1,000,000 in aggregate proceeds and on
terms satisfactory to Buyer prior to the Closing Date. 
8.10	Operations Manual.  Prior to the Closing Date, Buyer
shall have received and been assigned ownership of a written manual, produced by
PopMail at its own cost, detailing the operations of the IZ Publishing System
that is in form and substance satisfactory to Buyer.
8.11	Severance Due Transferred Employees. Seller shall have
agreed in writing to pay any Transferred Employee (including Ronald Dan Berst
and Philip Howard Bane) 50% of the severance due from Seller within ten (10)
business days of Closing and the remaining 50% within twenty (20) business days
of Closing.
9.	Conditions to Seller's Obligations


	The obligations of Seller under this Agreement are subject to the
fulfillment, prior to or on the Closing Date, of each of the following
conditions, all or any of which may be waived in writing by Seller, except as
otherwise provided by law:

9.1	Representations and Warranties True; Performance.
(a)	The representations and warranties of Buyer contained
in this Agreement shall be true and correct in all material respects as of the
Closing Date with the same effect as though such representations and warranties
had been made or given again at and as of the Closing Date;
(b)	Buyer shall have performed and complied with all of
its agreements, covenants and conditions required by this Agreement to be
performed or complied with by them prior to or on the Closing Date;
(c)	Seller shall have received a certificate, dated as of
the Closing Date, signed and verified by an officer of Buyer on behalf of Buyer
certifying to the matters set forth in Sections 9.1(a) and 9.1(b) above.
9.2	No Proceeding or Litigation.
(a)  No preliminary or permanent injunction or other order
shall have been issued by any Governmental Entity, nor shall any statute, rule,
regulation or executive order be promulgated or enacted by any Governmental
Entity which prevents the consummation of the transactions contemplated by this
Agreement.
(b)  No suit, action, claim, proceeding or investigation
before any Governmental Entity shall have been commenced and be pending against
any of the parties, or any of their respective Affiliates, associates, officers
or directors, seeking to prevent the sale of the Purchased Assets or asserting
that the sale of the Assets would be illegal or create liability for
damages.
9.3	Documents.  This Agreement, any other instruments of
conveyance and transfer and all other documents to be delivered by Buyer to
Seller at the Closing and all actions of Buyer required by this Agreement or
incidental thereto, and all related matters, shall be in form and substance
reasonably satisfactory to Seller and Seller's counsel.
9.4	Governmental Filings.  The parties shall have made any
filing required with Governmental Entities, and any approvals shall have been
obtained or any applicable waiting periods shall have expired.  If a proceeding
or review process by a Governmental Entity is pending in which a decision is
expected, Seller shall not be required to consummate the transactions
contemplated by this Agreement until such decision is reached or rendered,
notwithstanding Seller's legal ability to consummate the transactions
contemplated by this Agreement prior to such decision being reached or
rendered.
9.5	Fairness Opinion.   Seller shall have received an
opinion from its financial adviser, Duff & Phelps, stating that in the
opinion of such financial adviser, the terms of the Purchase are fair and
reasonable to the shareholders of Seller from a financial point of view.  Seller
shall bear all costs of obtaining such an opinion. 
9.6	Legal Opinion.  Seller shall have received a legal
opinion from Venture Law Group, A Professional Corporation, legal counsel to
Buyer, dated the Closing Date, in a form satisfactory to Seller.
10.	Indemnification.
10.1	Survival of Representations and Warranties.  All
covenants to be performed prior to the Closing Date, and all representations and
warranties in this Agreement or in any instrument delivered pursuant to this
Agreement shall survive the consummation of the transactions contemplated hereby
and continue until the two (2) year anniversary of the Closing Date (the
"Indemnification Termination Date"); provided that if
any claims for indemnification have been asserted with respect to any such
representations, warranties and covenants prior to the Indemnification
Termination Date, the representations, warranties and covenants on which any
such claims are based shall continue in effect until final resolution of any
claims, and provided, further, that representations, warranties
and covenants relating to Taxes shall survive until 30 days after expiration of
all applicable statutes of limitations relating to such  Taxes.  All covenants
to be performed after the Closing Date shall continue indefinitely.
Notwithstanding the foregoing, all representations, warranties and covenants in
this Agreement relating to Taxes shall continue until 30 days after expiration
of all applicable statutes of limitations. 
10.2	Indemnification of Buyer.  Subject to the limitations
set forth in this Section 10, from and after the Effective Time, Seller shall
protect, defend, indemnify and hold harmless Buyer and Buyer's Affiliates,
officers, directors, employees, representatives and agents (each of the
foregoing Persons is hereinafter referred to individually as a "Buyer
Indemnified Person" and collectively as "Buyer Indemnified
Persons") from and against any and all losses, costs, damages,
liabilities, fees (including without limitation reasonable attorneys' fees) and
expenses (collectively, the "Damages"), that any of the Buyer
Indemnified Persons incurs by reason of or in connection with any claim, demand,
action or cause of action alleging misrepresentation, breach of, or default in
connection with, any of the representations, warranties, covenants or agreements
of the Seller contained in this Agreement, including any exhibits or schedules
attached hereto, known to Buyer prior to the Indemnification Termination Date.
Damages in each case shall be net of the amount of any insurance proceeds and
indemnity and contribution actually recovered by Buyer.
10.3	Indemnification of Seller.  Subject to the limitations
set forth in this Section 10, from and after the Effective Time, Buyer shall
protect, defend, indemnify and hold harmless Seller and Seller's Affiliates,
officers, directors, employees, representatives and agents (each of the
foregoing Persons is hereinafter referred to individually as a "Seller
Indemnified Person" and collectively as "Seller Indemnified
Persons") from and against any and all Damages that any of the Seller
Indemnified Persons incurs by reason of or in connection with any claim, demand,
action or cause of action alleging misrepresentation or breach of any of the
representations or warranties of the Buyer contained in Section 5 of this
Agreement known to Seller prior to the Indemnification Termination Date.
Damages in each case shall be net of the amount of any insurance proceeds and
indemnity and contribution actually recovered by Seller.
10.4	Method of Asserting Claims.  All claims
for indemnification pursuant to this Section 10 shall be made in accordance with
the following provisions: 
Buyer or Seller, as applicable, shall deliver to Seller or
Buyer, respectively, at any time on or before the Indemnification Termination
Date, a certificate signed by any officer of Buyer or Seller, as applicable (an
"Officer's Certificate"):
(i)	stating that Buyer or Seller, as applicable, or any
other Buyer Indemnified Person or Seller Indemnified Person, respectively, has
paid or incurred Damages and
(ii)	specifying in reasonable detail the individual items
of Damages included in the amount so stated, the date each such item was paid or
incurred and the nature of the misrepresentation, breach of warranty or claim to
which such item is related.
Seller or Buyer, as applicable, shall have thirty (30) days to object in
writing to any claim or claims made in such Officer's Certificate pursuant to
Section 10.5 below.  After the expiration of such thirty-day period, if Seller
or Buyer, as applicable, has raised no objections, Seller or Buyer, as
applicable, shall deliver to Buyer or Seller, respectively, as promptly as
practicable, either cash or, in the case of Seller, written evidence of Seller's
partial forgiveness of the Note, in each case in an amount equal to such
Damages.
10.5	Resolution of Conflicts; Arbitration.

(i)	In case Seller or Buyer, as applicable, shall
object in writing to any claim or claims made in any Officer's Certificate,
Seller and Buyer shall attempt in good faith to agree upon the rights of the
respective parties with respect to each of such claims within 45 days after
Buyer's or Seller's receipt of the other party's written objection to the claim
pursuant to Section 10  (the "Negotiation Period").  If Seller
and Buyer should so agree during the Negotiation Period, a memorandum setting
forth such agreement shall be prepared and signed by both parties and funds
shall be distributed in accordance with the terms thereof.
(ii)	If no such agreement has been reached by the end of
the Negotiation Period, either Buyer or Seller may demand arbitration of the
matter unless the amount of the Damages is at issue in pending litigation with a
third party, in which event arbitration shall not be commenced until such amount
is ascertained by settlement or a non-appealable decision of a court of
competent jurisdiction or both parties agree to binding arbitration.  The
binding arbitration shall be conducted in King County, Washington if brought by
Seller and in Dallas County, Texas if brought by Buyer, in accordance with the
then-current Commercial Arbitration Rules of the American Arbitration
Association by one arbitrator appointed in accordance with said rules.  The
Arbitrator shall apply Washington law, without reference to rules of conflicts
of law or rules of statutory arbitration, to the resolution of any dispute. The
written decision of the arbitrator as to the validity and amount of any claim in
such Officer's Certificate shall be binding and conclusive upon the parties to
this Agreement, and notwithstanding anything in Section 10 hereof, the
parties shall be entitled to act in accordance with such decision and make or
withhold payments in accordance therewith.  The arbitrator shall award
reimbursement to the prevailing party in the arbitration of its reasonable
expenses of the arbitration (including costs and reasonable attorneys' fees).
The award of the arbitrator shall be the sole and exclusive monetary
remedy of the parties and shall be enforceable in any court of competent
jurisdiction.  Notwithstanding the foregoing, any party shall be entitled to
seek injunctive relief or other equitable remedies from any court of competent
jurisdiction.
10.6	Third Party Claims.  In the event either party becomes
aware of a third-party claim which such party believes may result in a demand
against the other party, such party shall notify the other party of such claim,
and the other party shall be entitled, at the other party's expense, to
participate in any defense of such claim; provided, however, that failure to so
notify the other party shall not relieve such other party from any liability it
has under this Agreement with respect to such third party claim.  Each party
shall have the right in its discretion to settle any such claim; provided,
however, that except with the written consent of the other party, no settlement
of any such claim with third-party claimants shall alone be determinative of the
validity of any claim against such other party.  In the event such other
party has consented in writing to any such settlement, such other party shall
have no power or authority to object under any provision hereof to the amount of
any claim by consistent with such settlement.
10.7	Exclusive Contractual Remedy.  Indemnification pursuant
to this Section 10 shall be the exclusive contractual remedy of Buyer and
Seller for any Damages; provided, however, that nothing herein shall limit the
liability of any officer or director of Seller for such person's fraud or
intentional misrepresentation.
11.	Miscellaneous.


11.1	Amendments and Waivers.  Any term
of this Agreement may be amended or waived with the written consent of the
parties or their respective successors and assigns.  Any amendment or waiver
effected in accordance with this Section 11.1 shall be binding upon the
parties and their respective successors and assigns.
11.2	Successors and Assigns.  The
terms and conditions of this Agreement shall inure to the benefit of and be
binding upon the respective successors and assigns of the parties.
Nothing in this Agreement, express or implied, is intended to confer upon any
party other than the parties hereto or their respective successors and assigns
any rights, remedies, obligations, or liabilities under or by reason of this
Agreement, except as expressly provided in this Agreement.
11.3	Governing Law; Jurisdiction.  This
Agreement and all acts and transactions pursuant hereto and the rights and
obligations of the parties hereto shall be governed, construed and interpreted
in accordance with the laws of the State of Washington, without giving effect to
principles of conflicts of law.  
11.4	Counterparts.  This Agreement may be
executed in two or more counterparts, each of which shall be deemed an original
and all of which together shall constitute one instrument.
11.5	Titles and Subtitles.  The titles and
subtitles used in this Agreement are used for convenience only and are not
to be considered in construing or interpreting this Agreement.
11.6	Notices.  Any notice required or
permitted by this Agreement shall be in writing and shall be deemed sufficient
upon receipt, when delivered personally or by courier, overnight delivery
service or confirmed facsimile, or forty-eight (48) hours after being deposited
in the regular mail as certified or registered mail (airmail if sent
internationally) with postage prepaid, if such notice is addressed to the party
to be notified at such party's address or facsimile number as set forth below,
or as subsequently modified by written notice, and (a) if to Buyer,  with a
copy to Craig E. Sherman, 4750 Carillon Point, Kirkland, Washington 98033 or
(b) if to Seller, with a copy to Philip J. Tilton, Maslon Edelman Borman
& Brand, LLP, 3300 Wells Fargo Center, Minneapolis, Minnesota 55402.
11.7	Berst Attorneys Fees.  PopMail agrees
to reimburse Ronald Dan Berst for reasonable legal fees and expenses as owed in
connection with the registration, drafting and execution of this Agreement, up
to a maximum of $10,000.
11.8	Severability.  If one or more
provisions of this Agreement are held to be unenforceable under applicable law,
the parties agree to renegotiate such provision in good faith, in order to
maintain the economic position enjoyed by each party as close as possible to
that under the provision rendered unenforceable.  In the event that the parties
cannot reach a mutually agreeable and enforceable replacement for such
provision, then (i) such provision shall be excluded from this Agreement,
(ii) the balance of the Agreement shall be interpreted as if such provision
were so excluded and (iii) the balance of the Agreement shall be
enforceable in accordance with its terms.
11.9	Entire Agreement.  This Agreement
and the documents referred to herein are the product of all of the parties
hereto, and constitute the entire agreement between such parties pertaining to
the subject matter hereof and thereof, and merge all prior negotiations and
drafts of the parties with regard to the transactions contemplated herein and
therein.  Any and all other written or oral agreements existing between the
parties hereto regarding such transactions are expressly canceled.
11.10	Advice of Legal Counsel.  Each party
acknowledges and represents that, in executing this Agreement, it has had the
opportunity to seek advice as to its legal rights from legal counsel and that
the person signing on its behalf has read and understood all of the terms and
provisions of this Agreement.  This Agreement shall not be construed against any
party by reason of the drafting or preparation thereof.



[Signature pages follow]
	This Agreement has been duly executed and delivered by the duly
authorized officers of Seller and Buyer as of the date first above written.














						JBII CORPORATION



						By:  	


						Name:  	


						Title:  	




						POPMAIL.COM, INC.



						By:  	


						Name:  	














						Title:  						















						IZ.com, Inc.



						By:  	


						Name:  	
































EX-10.56
28
exh1056.htm
EXHIBIT












Exhibit 10.56


LOAN AGREEMENT

	THIS LOAN AGREEMENT ("Agreement")
is made by and among GSI VENTURES, LLC, an Ohio limited liability company
("Lender"), POPMAIL.COM, INC., a Minnesota corporation
(the "Borrower"), SDK INVESTMENTS, INC., an Ohio
corporation ("SDKI"), POPMAIL NETWORKS, INC., a Texas
corporation ("PNI"), FAN ASYLUM, INC., a California corporation
("FAI") and CAFÉ ODYSSEY, LLC, a Minnesota limited liability
company ("COL") this 1st day of December, 2000.
RECITALS

	A.	Lender has agreed to loan Borrower up to the
principal amount of $1,200,000 and at Lender's option, in its sole and absolute
discretion, an additional principal amount of $2,800,000.

	B.	Borrower has agreed to borrow up to $1,200,000
from Lender and the additional $2,800,000 from Lender, to the extent that Lender
makes that amount available to Borrower.  

	C.	SDKI has acted as a finder in connection with the
loan to be made by Lender to Borrower and, as a result, Borrower has agreed to
pay SDKI a finder's fee consisting of cash and warrants to purchase Borrower's
common stock.  

	D.	PNI, FAI and COL are wholly owned subsidiaries of
Borrower and will materially benefit from the loan Borrower will receive from
Lender.

	E.	As a condition to Lender making a loan to Borrower,
Lender requires PNI, FAI and COL to execute this Agreement and be bound by
certain terms of this Agreement.

	IN CONSIDERATION of the premises, the mutual
covenants and agreements contained herein and other good and valuable
consideration, the receipt, sufficiency and adequacy of which are hereby
acknowledged, Lender, Borrower PNI, FAI, COL, and SDKI hereby covenant and agree
as follows:  
ARTICLE I
THE LOAN




Agreement to Borrow and Lend.  Subject
to all of the terms, provisions, conditions, covenants and agreements contained
in this Agreement, Lender agrees to make a loan to Borrower (the
"Loan") in the principal amount of at least Four Hundred
Thousand Dollars ($400,000) and for a period of 270 days from the date hereof,
at Lender's option and in its sole and absolute discretion, an additional
principal amount of Three Million Eight Hundred Thousand Dollars ($3,600,000)
(collectively, the "Loan Proceeds"), which shall be used in
accordance with the terms set forth herein.  Subject to all of the terms,
provisions, conditions, covenants and agreements contained in this Agreement,
Borrower agrees to borrow from Lender Loan Proceeds that Lender offers to
Borrower within 270 days from the date hereof.

Closing.  The Loan Proceeds shall be distributed
in increments as determined by the Lender, in its sole and absolute discretion
of at least $100,000, at one or more closings (each a
"Closing"), the first of which shall occur on November 30,
2000, or on such other date as the parties shall agree (the "Initial
Closing").   

Convertible Promissory Notes.  The Loan will be
evidenced by a series of convertible promissory notes (the
"Notes", or singularly a "Note") in the form
attached hereto as Exhibit A that will be executed by Borrower and
delivered to Lender.  

Interest.  The outstanding principal balance of
the Notes shall bear interest at a rate of Twelve Percent (12%) per annum as set
forth in the Notes. 

Payment Terms.  Accrued interest under the
Notes shall be due and payable in quarterly installments on February 1, 2001,
May 1, 2001, August 1, 2001 and November 1, 2001 and the entire outstanding
principal balance of the Loan, together with all accrued but unpaid interest
thereon, shall be due and payable in full on January 5, 2002 (the
"Maturity Date"). Notwithstanding anything to the contrary
contained herein, upon Lender's consent, which shall be made in its sole and
absolute discretion, Borrower may pay any portion of the quarterly installments
of accrued interest of the Loan with shares of Borrower's common stock, par
value $.01 per share (the "Common Stock").  The value of the
Common Stock used to pay any quarterly installments of accrued interest shall be
determined by the closing sale price of the Common Stock as reported by Nasdaq
on the preceding trading day before the quarterly installment is paid.

Conversion Right.  The Lender shall have the right
to convert all or any portion of the debt evidenced by the Notes into Borrower's
Common Stock in accordance with the terms of the Notes.


ARTICLE II

WARRANTS TO PURCHASE COMMON STOCK

	2.1.	Warrant to Purchase Common Stock to
Lender.  The Borrower hereby agrees to issue to Lender as a part of
the consideration for Lender making the Loan to Borrower, a warrant to purchase
the number of shares of Common Stock equal to fifty percent (50%) of the
aggregate face value of each Note and in the form attached hereto as Exhibit
B (the "Lender Warrant"). 




Warrant to Purchase Common Stock to SDKI.
As partial consideration for introducing the Borrower to the Lender, the
Borrower hereby agrees to issue to SDKI a warrant to purchase the number of
shares of Common Stock equal to ten percent (10%) of the aggregate face value of
each Note and in the form attached hereto as Exhibit C ("SDKI
Warrant" and together with the Lender Warrant, the
"Warrants").  

Share Calculation For Warrants; Strike Price;
Issuance.  For purposes only of determining the number of shares which shall
be granted upon exercise of the Warrants, the Common Stock shall be deemed to
have a value of $1.00 per share.  The strike price for each Lender Warrant shall
be 120% of the Market Price (as that term is defined in the Notes), and the
strike price for each SDKI Warrant shall be the Market Price.  The Borrower
shall issue each Warrant at the Initial Closing and each subsequent Closing.
The Warrants shall be exercisable for a period of at least five
years.


ARTICLE III
BORROWER'S REPRESENTATIONS AND WARRANTIES

	The Borrower hereby represents and warrants to
Lender that the following are true and correct as of the date hereof and shall
be true and correct as of the date of the Initial Closing and any subsequent
Closing and shall remain true and correct during the term of all of the Loan
Documents (as defined below):  

3.1	Borrower and each of its subsidiaries and affiliates
(a) is a duly organized and validly existing corporation in good standing under
the laws of the jurisdiction of its formation, (b) has the power and authority
and the legal right to own its property and assets and to transact the business
in which it is engaged and (c) is duly qualified as a foreign corporation  or
otherwise licensed and authorized to transact business and in good standing in
each jurisdiction where the ownership, leasing or operation of property or the
conduct of its business requires such qualification and where the failure to be
so qualified, licensed or authorized would have a material adverse effect on the
condition (financial or otherwise), prospects, assets or properties of Borrower,
any subsidiary or affiliate. All subsidiaries and affiliates of the Borrower are
listed on Item 3.1 of the Disclosure Schedule.  The term
"affiliate" shall have the meaning ascribed thereto under Rule 12b-2
promulgated under the Exchange Act of 1934, as amended.



3.2  The execution, delivery and performance of this Agreement, the Notes and
the Warrants and any and all other security agreements, pledge agreements,
financing statements, certificates or instruments contemplated herein
(collectively "Loan Documents") executed and delivered by the
Borrower or its affiliates have been authorized by all necessary corporate
actions and do not and will not contravene any legal or contractual restriction
binding on the Borrower or any of its property or its assets.

3.3  The Borrower and each of its subsidiaries and affiliates has the power
to take all actions contemplated hereby (including but not limited to the
issuance of the Warrants and Notes, the right of first refusal granted to Lender
to participate in any security issuances and the granting of the security
interests in the Collateral (as defined below)) to execute, deliver and carry
out the terms and provisions of each Loan Document to which it is a party and
has taken all necessary actions to authorize the execution, delivery and
performance by it of each Loan Document to which it is a party and all acts
contemplated hereby. The Loan Documents when executed and delivered by the
Borrower and its subsidiaries and affiliates will constitute the legal, valid
and binding obligation of the Borrower and its subsidiaries and affiliates (as
the case may be) and is, or will be upon execution, enforceable against the
Borrower and its subsidiaries and affiliates (as the case may be) in accordance
with their respective terms, except to the extent that enforcement may be
limited by applicable bankruptcy, insolvency, reorganization or other similar
laws affecting creditors rights generally.  

3.4  The execution, delivery or performance by the Borrower and its
subsidiaries and affiliates of each Loan Document, and compliance by the
Borrower and its subsidiaries and affiliates with the terms and provisions
hereof and thereof, (a) do not contravene any provision of any law, statute,
rule or regulation or any order, writ, injunction or decree of any court or
governmental instrumentality applicable to the Borrower, any subsidiary or
affiliate, (b) do not conflict with or result in any breach of any of the terms,
covenants, conditions or provisions of, or constitute a default under, or result
in the creation or imposition of (or the obligation to create or impose) any
lien (other than as contemplated by the Loan Documents) upon any of the property
or assets of the Borrower, any subsidiary or affiliate pursuant to the terms of
any material indenture, mortgage, deed of trust, credit agreement, loan
agreement or other agreement, contract or instrument to which the Borrower, any
subsidiary or affiliate is a party or by which the Borrower, any subsidiary or
affiliate or any of their respective properties or assets is bound or to which
the Borrower, any subsidiary or affiliate may be subject and (c) do no violate
any provision of the Certificate of Incorporation, Articles of Organization,
operating agreement, bylaws or regulations of the Borrower, any subsidiary and
affiliate. 

3.5  The authorization, issuance, sale and delivery of the shares of Common
Stock issuable upon conversion of the Notes and upon exercise of the Warrants
has been duly authorized by all requisite corporate action on the part of the
Borrower.  The shares of the Common Stock issuable upon conversion of the Notes
and upon exercise of the Warrants upon their issuance in accordance with the
Notes and the Warrants, respectively, will be validly issued, fully paid and
nonassessable.  Any shares of Common Stock issued in accordance with the terms
of the Notes for payment of quarterly installments of acquired interest will be
validly issued, fully paid and nonassessable.

3.6  Except as disclosed in Schedule 3.6, there are no actions, suits or
proceedings pending or, to the  knowledge of the Borrower, threatened against
Borrower, any subsidiary  or affiliate  (a) with respect to the Loan Documents,
any of the Collateral (as defined below) or the transactions contemplated hereby
or (b) that are, either individually or in the aggregate, reasonably likely to
have a material adverse effect on the condition (financial or otherwise),
prospects, assets or properties of Borrower, any subsidiary or affiliate.

3.7  All balance sheets, income statements, financial statements, operating
statements and other financial data pertaining to Borrower or its subsidiaries
or affiliates (the "Financial Information") that have been
delivered (or will be delivered) to Lender by or on behalf of Borrower are or
will be accurate and complete in all material respects, are or will be in
accordance with the books and records of Borrower and its subsidiaries and
affiliates, and accurately present or will present the financial condition,
results of operations and changes in financial position of the person or entity
to which they pertain as of their respective dates and there has been no
material change with respect thereto.  All Financial Information delivered to
Lender is and shall be prepared in accordance with the generally accepted
accounting principles, consistently applied.

3.8  None of the Borrower's reports and documents heretofore filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended, and the Securities Exchange Act of 1934, as amended, contained at the
time they were filed  any untrue statement of a material fact or omitted to
state any material fact required to be stated therein or necessary to make the
statements made therein, in light of the circumstances under which they were
made, not misleading.



3.9  The Borrower and its subsidiaries and affiliates own and
possess adequate and enforceable rights to use all patents, patent applications,
trademarks, trademark applications, trade names, service marks, logos,
copyrights, copyright applications, licenses, inventions, software, programs,
know-how (including trade secrets and other unpatented and/or unpatentable
proprietary or confidential information, systems or procedures) and other
similar rights and proprietary knowledge (collectively,
"Intangibles") necessary for the conduct of their respective
businesses.  Borrower and its subsidiaries and affiliates have the unrestricted
right to use all of the Intangibles.  Borrower and its subsidiaries and
affiliates are not infringing upon or in conflict with any right of any other
person or entity with respect to any Intangibles and the Borrower and its
subsidiaries and affiliates are not subject to any outstanding order, decree,
judgment or stipulation with respect to the Intangibles.  No proceedings have
been instituted or are pending or, to Borrower's knowledge, threatened which
challenge the validity or rights of Borrower or its subsidiaries and affiliates
to any of the Intangibles, and Borrower has no knowledge of any infringement by
others of any of the Intangibles.  All of the Intangibles are valid, enforceable
and free and clear of any attachments or liens and all claims, restrictions and
demands of any other person, firm or corporation, including attorneys' fees for
past services, expenses and government fees.  None of the past or present
employees, officers, directors, or shareholders of Borrower, any subsidiary or
affiliate has any rights in any Intangibles.  Borrower and its subsidiaries and
affiliates have not granted any outstanding license or other rights to any of
the Intangibles, except those licenses granted in the ordinary course of
business, and are not liable, and have not made any contract or arrangement
whereby they may become liable, to any person for any royalty or other
compensation for the use of any Intangibles.  The trade secrets and processes
and procedures of Borrower and its subsidiaries and affiliates which are
necessary to the operation of Borrower and its subsidiaries and affiliates have
been reduced to writing, to the extent practical, and will remain available for
use by Borrower and its subsidiaries and affiliates after the date of the
Initial Closing and any subsequent Closing. 

3.10	All factual information heretofore or
contemporaneously furnished by the Borrower, any subsidiary or affiliate to
Lender (including, without limitation, all information contained in this
Agreement) for purposes of this Agreement or any transaction contemplated hereby
or thereby is, and all other such factual information hereafter furnished by the
Borrower, any subsidiary or affiliate to Lender for purposes of this Agreement
or any transaction contemplated herein will be, true and accurate in all
material respects on the date as of which such information is given and the
Borrower in good faith believes such information is not incomplete by omitting
to state any fact necessary to make such information not misleading at such time
in light of the circumstances under which such information was provided.



	3.11  The Borrower, each subsidiary and affiliate has filed all tax
returns required to be filed by it and has paid all income and franchise taxes
payable by it which have become due pursuant to such tax returns and all other
taxes and assessments payable by it which have become due, other than those not
yet delinquent and except for those contested in good faith and by appropriate
proceedings. The amounts shown on those tax returns fairly present the tax
position of the Borrower and such subsidiaries and the Borrower does not expect
any material adjustments or any amounts shown on such tax returns. Each of the
Borrower and each subsidiary or affiliate has paid, or has provided adequate
reserves (in the good faith judgment of the management of the Borrower) for the
payment of, all foreign, federal and state income and franchise taxes applicable
for all prior fiscal years of the Borrower and for the current fiscal year to
the date hereof. As of the date hereof, no tax lien has been filed, and, to the
knowledge of the Borrower, no claim is being asserted, with respect to any tax,
fee or other charge.

	3.12  All employee benefit plans, as defined in Section 3(3) of ERISA
(defined below) and which are maintained for employees by the Borrower, a
subsidiary or an ERISA Affiliate (defined below) ("Plan"), comply with
all relevant provisions of the Internal Revenue Code of 1986 (the
"Code") and ERISA; no Plan is insolvent or in reorganization; no Plan
has an accumulated or waived funding deficiency or has applied for an extension
of any amortization period within the meaning of Section 412 of the Code;
neither the Borrower nor any subsidiary nor any ERISA Affiliate has incurred any
liability to or on account of a Plan which is a single-employer plan as defined
in Section 4001 (a) (15) of ERISA pursuant to Section 4062, 4063, 4064 or a
multi employer plan pursuant to Sections 515, 4201 or 4204, of ERISA; no
proceedings have been instituted to terminate any plan; and no condition exists
which constitutes a prohibited transaction (as defined in Section 406 of ERISA
or Section 4975 of the Code) or a reportable event (as defined in Section 4043
of ERISA), or which is reasonably expected will result in the Borrower, any
subsidiary or an ERISA Affiliate of incurring a liability to or on account of a
Plan pursuant to any of the foregoing Sections of ERISA or the Code.  As of the
date of this Agreement, the aggregate present value of all accrued benefit
liabilities (as defined in Section 4001(a)(6) of ERISA) of all Plans which were
single-employer plans did not exceed the aggregate current value of all assets
of such Plans based upon estimated actuarial data that has been provided to the
Borrower by the consulting actuaries of the Plans, and as of the date of this
Agreement, there was no withdrawal liability (and would be no withdrawal
liability assuming a complete withdrawal from all such Plans) to any Plan which
is a multi employer plan.



	"ERISA" means the Employee Retirement Income
Security Act of 1974, as amended, and any successor statute of similar import,
together with regulations thereunder, in each case as in effect from time to
time. References to sections of ERISA also refer to any successor sections.

	"ERISA Affiliate" means any person (as defined
in Section 3 (9) of ERISA) (including each trade or business (whether or not
incorporated)) which together with the Company or any Subsidiary would be deemed
to be a "single employer" or a member of the same "controlled
group" of "contributing sponsors" within the meaning of Section
4001 of ERISA

	3.13  The Borrower and its subsidiaries and affiliates
are in compliance with all applicable statutes, regulations and orders of, and
all applicable restrictions imposed by, all governmental bodies, domestic or
foreign, in respect of the conduct of their businesses and the ownership of
their properties, except such noncompliance as would not, in the aggregate,
reasonably be expected to have a material adverse effect on the condition
(financial or otherwise), prospects,  assets or properties of Borrower or any
subsidiary or affiliate.

3.14  The Borrower and its subsidiaries and affiliates have
never conducted business under any names other than those set forth in Item
3.14 of the Disclosure Schedule. The addresses of all offices where any of
the Collateral is located is listed in Item 3.14 of the Disclosure
Schedule.  The chief executive office and the chief place of business for the
Borrower, each of its subsidiaries, and affiliates and the office where each
thereof keeps its books and records, is located at the address specified in
Item 3.14 of the Disclosure Schedule.

	3.15    As of the date the last Financial Information was
received by Lender from Borrower, except to the extent disclosed, reflected or
reserved against therein or in Item 3.15 of the Disclosure Schedule,
Borrower did not have any material liabilities or obligations, known or unknown,
secured or unsecured, whether accrued, absolute, contingent or otherwise. 

	3.16  Since the date the last Financial Information was
received by Lender from Borrower, there has been no material adverse change in
or to the business of Borrower or its subsidiaries or affiliates, or to the
operations, earnings, prospects, liabilities or relationships with suppliers,
distributors or customers of Borrower or its subsidiaries or affiliates.  There
is no presently existing condition with respect to Borrower or its subsidiaries
or affiliates which might be expected to have a material adverse effect on the
business or prospects of Borrower or its subsidiaries or affiliates or the
continued conduct of the business of Borrower or its subsidiaries or Affiliates
after the date of the Initial Closing or any subsequent Closing. 

	3.17  No order, consent, approval, license, authorization
or validation of, or filing, recording or registration with, or exemption by, or
other act by (except as have been obtained or made), any governmental or public
body or authority, or any subdivision thereof, is required to authorize, or is
required in connection with, (a) the execution, delivery and performance by the
Borrower or its subsidiaries or affiliates of any Loan Document or (b) the
legality, validity, binding effect or enforceability against the Borrower or its
subsidiaries or affiliates of any Loan Document.



3.18  Borrower shall use the Loan Proceeds exclusively for commercial reasons
that are expressly approved by Lender in accordance with Section 4.2 below.

3.19    Borrower or its subsidiaries and affiliates (as the case may be) are
the legal and beneficial owner of the Collateral, and the Collateral is free and
clear of all mortgages, security interests, liens, equities, encumbrances and
claims of every kind (collectively, the "Encumbrances") except
for the Encumbrances set forth on Item 4.7 of the Disclosure Schedule and
the liens of the Lender as set forth in this Agreement.  The Collateral is and
will remain free and clear of all Encumbrances of any nature whatsoever, except
for those set forth on Item 4.7 of the Disclosure Schedule and the liens
of the Lender as set forth in this Agreement.






All of the subsidiaries and affiliates of Borrower are wholly owned by
Borrower.





3.21  The security interest and leasehold mortgage in favor of the Borrower
on the real and personal property located at Kenwood Mall, Cincinnati, Ohio, is
a first and best lien on such personal property and leasehold and Borrower has
not and will not allow any Encumbrances on such property to be superior to
Borrower's mortgage and security interest.


ARTICLE IV
ADDITIONAL COVENANTS AND OTHER AGREEMENTS

	4.1.	Finder's Fee. Borrower shall pay to
SDKI a cash fee of ten percent (10%) of all the Loan Proceeds disbursed to
Borrower, which amount shall be paid from the proceeds disbursed to
Borrower.




Disbursement Approval.  All disbursements of Loan
Proceeds shall be approved in writing in advance by Lender, in its sole and
absolute discretion.  Prior to any use by the Borrower of the Loan Proceeds, or
any portion thereof, Borrower shall have received Lender's prior written
approval of such use, with such approval being determined by Lender in its sole
and absolute discretion.  Notwithstanding the foregoing provisions of this
Section 4.2, Borrower shall not need any approval from Lender with respect to
its use of the first $50,000 of Loan Proceeds received by Borrower.

Registration Rights.  Within 60 days of the date
hereof, Borrower shall have used its best efforts to cause a registration
statement covering the resale of the shares of Common Stock issuable upon
conversion of the Notes, exercise of the purchase rights under the Notes, used
for payment of the accrued interest on the Notes and  exercise of the Warrants
to have been declared effective by the Securities and Exchange Commission.  All
expenses of such registration, except fees for underwriting discounts and
selling commissions applicable to the resale of such Common Stock by Lender or
the holder of the Warrants, shall be borne by Borrower.  Lender and SDKI (and
their respective assigns) each agree to cooperate with the Borrower in the
preparation and filing of any such registration statement and in the furnishing
of information for inclusion therein, or in any efforts by the Borrower to
establish that the proposed sale is exempt under the Securities Act of 1933, as
amended, as to any proposed distribution.



4.4	Right of First Refusal.  As long as their
exists any principal or interest outstanding under the Notes, the Borrower
grants to the Lender a right of first refusal to participate as an investor in
any offering of Borrower's Common Stock, securities convertible into Common
Stock or any other equity securities of the Borrower (collectively, the
"Securities"). If the Borrower receives an executed letter of
intent or term sheet from any third party with respect to a sale or transfer of
Securities that the Borrower is willing to accept, the Borrower shall promptly
give written notice thereof to the Lender, including all essential terms and
conditions of such proposed offering.  The Lender shall then have ten (10) days
after receipt of such written notice to elect to enter into an agreement with
the Borrower to participate in the proposed offering on the same terms and
conditions as set forth in the Borrower's written notice.  If the Lender
declines to exercise its right of first refusal upon written notice from the
Borrower or fails to notify the Borrower within a 10-day period of an election
to invoke its right of first refusal, the Borrower shall have a period of 30
days to enter into an agreement with such third party from whom it has received
an executed letter of intent for the sale or transfer of the Securities on the
exact terms and conditions that were provided to Borrower in the notice.  In the
event that Borrower does not effect a transfer or sale of the Securities within
the specified thirty-day period, the Lender's right of first refusal shall
continue to be applicable to any subsequent sale or transfer of the Securities
by the Borrower. 

4.5.	Approval of Equity and Debt Issuances.
Borrower and its subsidiaries and affiliates shall not issue any securities,
including options to purchase  securities, or take on any debt (other than the
debt reflected by the Notes and trade payables incurred in the ordinary course
of business), without Lender's prior written approval, which approval shall be
given in Lender's sole and absolute discretion. 

4.6 	Board Seats.  Upon Lender's request, the Board
of Directors of Borrower (the "Board") shall take all necessary
and appropriate action to create up to two (2) new director seats of the Board
and appoint such persons as designated by Lender.  Additionally, for each
$1,400,000 of principal amount of Notes purchased by Lender in excess of
$1,200,000, Lender may, at its election, designate one (1) additional member of
the Board and the Board shall take all necessary and appropriate action to
create such director seats and appoint such persons designated by Lender;
provided, however, that Lender's election to designate such new members must be
made, if at all, within 30 days of the closing of the purchase of such
additional principal amounts of Notes.

4.7 	Security Agreements.  In connection with the
Loan made pursuant to this Agreement, the Notes shall be secured by a first and
best lien in all of the assets of the Borrower and its subsidiaries and
affiliates, including the shares of capital stock and membership interest in
Popmail Network, Inc., Fan Asylum, Inc. and Café Odyssey, LLC
(collectively, the "Collateral"); except for the Collateral set forth
in Item 4.7 of the Disclosure Schedule, which Lender shall have a lien
and security interest in, which shall be subordinated only to those persons or
entities identified in Item 4.7 of the Disclosure Schedule.  Borrower and
its subsidiaries and affiliates shall execute and deliver security agreements,
financing statements, pledge agreements and all other instruments and agreements
required by Lender that provide for a grant by Borrower and its subsidiaries and
affiliates to Lender of a security interest in all of the Collateral.   Borrower
shall take all other steps  necessary to keep such security interest in Lender
perfected and shall take no action to subordinate Lender's security interest to
any other person or entity without Lender's prior written approval.

4.8 	Default Under Loan Document.  In the event
that a default shall exist under any of the Loan Documents, Lender shall be
authorized to proceed with any and all remedies available to Lender thereunder.
A default under any of the Loan Documents shall constitute a default under each
other Loan Document and shall entitle Lender to pursue any and all remedies
under each or any of the Loan Documents.




Reserving Common Stock For Issuance.  The Borrower
shall at all times while the Warrants or the Lender's conversion and purchase
rights as set forth in the Notes are outstanding, reserve and keep available out
of its authorized but unissued stock, such number of duly authorized Common
Stock as shall be sufficient to effect the conversion rights and purchase rights
under the Notes and Warrants in accordance with their respective
terms.	

Reclassification of Common Stock.  The Borrower
covenants and agrees that in the event its present Common Stock shall be
reclassified, split, combined or otherwise changed, or in case of any
consolidation or merger of the Borrower with or into another corporation as a
result of which holders of Common Stock become entitled to receive securities or
other assets (including cash) with respect to or in exchange for their Common
Stock (other than a merger with a subsidiary in which merger the Borrower is the
continuing corporation and which does not result in any reclassification,
capital reorganization or other change of outstanding shares of Common Stock) or
in case of any sale, lease or conveyance to another corporation of the property
of the Borrower as an entirety or substantially as an entirety, the Borrower
shall make proper provision as a part of the terms of such reclassification,
split, combination, change, consolidation, merger or sale, that the holder of
the Warrants and the Notes will thereafter be entitled to convert it into the
same kind and amount of securities (including in that term, stock of any class
or classes) and other assets as may be issuable or distributable by the terms of
such reclassification, split, combination, change, consolidation, merger or
sale.



	4.11  	Financial Statements. The Borrower
shall: (i) Within 45 days of the end of each quarter, furnish Lender with any
and all filings with the Securities and Exchange Commission including but not
limited to Form 10Q, and  a No Default Certificate in the form which in a form
acceptable to Lender; (ii) within 90 days of its fiscal year end, furnish
audited copies of the Borrower's balance sheet, income statement, and statement
of cash flows as well as a copy of Borrower's Form 10K; and (iii) within 30 days
of filing, the Borrower's consolidated federal income tax return.

	4.12	Taxes, Assessments and Liabilities. The
Borrower shall pay all taxes, assessments, and other liabilities when due,
except for those which are contested in good faith. File all required federal,
state and local tax returns on a timely basis.

	4.13	Notice.  The Borrower shall give the
Lender prompt notice of any: (i) default of this or any other agreement or
contract under which the Borrower or any of its subsidiaries or affiliates are
liable; (ii) environmental penalty, claim or dispute involving more than
$25,000.00; (iii) litigation, government proceeding or investigation filed or
threatened against Borrower or any of its subsidiaries or affiliates, Lender its
directors and officers involving more than $25,000.00; (iv) reportable event
under ERISA; or (v) material change in the business prospects or financial
condition of the Borrower or any of its subsidiaries or affiliates.

	4.14	Corporate Existence and Status.  Borrower
shall maintain its and its subsidiaries' and affiliates' corporate existence and
remain in good standing under the laws of each jurisdiction where the Borrower
and its subsidiaries or affiliates are duly qualified to conduct its
business.

	4.15	Protection of Intellectual Property.
Borrower and its subsidiaries and affiliates shall take all measures necessary
to defend and protect the Intangibles, and not commit or permit any action that
may impair the value of the Intangibles.

	4.16	Liens.   Borrower and its subsidiaries and
affiliates shall not create or permit to exist any Encumbrance with respect to
the Collateral, except for liens created in favor of the Lender hereunder.

	4.17	Compliance with Laws.  Borrower and its
subsidiaries and affiliates shall keep, observe, satisfy and not suffer
violations of any and all  laws, statutes, ordinances and/or regulations.
	

	4.18	Operate in the Ordinary Course.  Borrower
and its subsidiaries and affiliates shall continue to operate their respective
businesses in the ordinary and customary course, and not take any actions which
materially alter the nature or scope of their respective businesses as conducted
on the date of the Initial Closing.

	4.19	Further Assurances.  Borrower and its
subsidiaries and affiliates shall provide Lender with such additional
information or documentation as Lender may request from time to time.
	4.20	Lender's Attorney's Fees.  At each
closing, Borrower shall pay Lender's attorney's fees it has incurred related to
the Loan up to a maximum of $10,000.
ARTICLE V
DEFAULT AND REMEDIES

	5.1.	Events of Default.  The occurrence
of any one or more of the following events or the existence of one or more of
the following conditions shall, upon 30 days written notice to Borrower,
constitute an "Event of Default" under this Agreement provided
that the events set forth in Sections 5.1(a), 5.1(c), 5.1(f), 5.1(e), 5.1(g),
5.1(h), 5.1(k), 5.1(l) and 5.1(n) shall constitute an Event of Default
immediately upon their occurrence and Lender shall not be required to provide
the 30 days' written notice for any such events:  



		(a)	Borrower shall fail to pay when due any
installment of principal or interest due under the Notes, whether due on the
date provided for therein or by acceleration or otherwise, or Borrower shall
fail to pay when due any other amounts due under any of the Loan Documents;









Any material breach of a representation or warranty made
in writing to Lender by Borrower or its subsidiaries or affiliates made herein,
in any Loan Documents or in connection with the making of the Loan; 
The breach, default or violation by Borrower or its
subsidiaries or affiliates of any obligation, agreement or covenant contained in
Loan Documents or any other agreements, certificates or writings executed in
connection herewith by Borrower or its subsidiaries or affiliates; unless the
same is cued within any applicable grace period; 

any material provision of any of the Loan Documents shall
at any time for any reason cease to be in full force and effect or shall be
declared to be null and void; 

any litigation or proceeding is pending which may
materially adversely affect the ability of Borrower, its subsidiaries or
affiliates to perform its obligations under the Loan Documents; 

 the failure of the Borrower or its subsidiaries or
affiliates to comply with any other covenants or agreements contained in any of
the Loan Documents and not herein specifically referenced, unless the same is
cured within any applicable grace period; 

a material part of the operations of the Borrower or any
of its subsidiaries or affiliates shall cease for a period of thirty days;


the liquidation, termination or dissolution of Borrower
or any of its subsidiaries or affiliates;

the occurrence of an event of default (as defined
therein) in any of the Loan Documents other than this Agreement;

the occurrence of any of the following transactions
concerning the Borrower without the prior written consent of the Lender (which
shall be given in its sole and absolute discretion): (i) the acquisition of the
Borrower by another entity by means of any transaction or series of related
transactions (including, without limitation, the transfer of more than 50% of
the voting power of the Borrower, reorganization, merger, consolidation); or
(ii) a sale of all or substantially all of the assets of the Borrower; unless
the Borrower's shareholders of record as constituted immediately prior to such
acquisition or sale will, immediately after such acquisition or sale (by virtue
of securities issued as consideration for the Borrower's acquisition or
otherwise) hold at least 50% of the voting power of the surviving or acquiring
entity;

the issuance of any securities by Borrower's subsidiaries
and affiliates without the prior written consent of the Lender; 

the occurrence of any of the following transactions
concerning the Borrower's subsidiaries or affiliates without the prior written
consent of the Lender: (i) the acquisition (in whole or in part) of any
subsidiary or affiliate of the Borrower by another entity or person by means of
any transaction or series of related transactions (including, without
limitation, the stock purchase, stock issuance, reorganization, merger,
consolidation); or (ii) a sale of all or substantially all of the assets of the
Borrower; 
Borrower's Common Stock is de-listed from the Nasdaq
National or SmallCap Market Systems; or 
if Lender shall reasonably deem itself to be insecure.






	5.2.	Remedies.  Upon the
occurrence of any Event of Default hereunder as above provided, and at any time
thereafter, all principal, interest and other amounts payable under the Notes
shall, at the option of Lender, become immediately due and payable without
presentment, demand, protest or other notice of any kind, all of which are
expressly waived by Borrower.  Lender may proceed with every remedy available at
law or in equity or provided for in the Loan Documents or in any other document
executed in connection with the Loan, in such order or sequence as Lender may
determine in its sole discretion, including concurrently, independently, or
successively, and all expenses incurred by Lender in connection with any remedy
shall be deemed indebtedness of Borrower to Lender including, but not limited
to, reasonable attorneys' fees incurred by Lender.  
ARTICLE VI
GENERAL PROVISIONS

	6.1.	Amendments.  No provision or term
of the Loan Documents may be amended, modified, revoked, supplemented, waived or
otherwise changed except by a written instrument duly executed by the party from
whom enforcement is sought.  

	6.2.	Borrower Not Released.  Without
affecting any obligation of Borrower under this Agreement, Lender without notice
or demand may renew, extend or otherwise change the terms and conditions of the
Loan.  

	6.3.	Severability.  Whenever possible,
each provision of the Loan Documents shall be interpreted so as to be effective
and valid under Ohio law.  Should any provision, covenant or agreement contained
in the Loan Documents be deemed invalid, illegal or unenforceable in any
jurisdiction, the validity, legality and enforceability of the remaining
provisions of the Loan Documents shall not be impaired thereby, nor shall the
validity, legality or enforceability of any such defective provision be in any
way affected or impaired in any other jurisdiction.  

	6.4.	Successors and Assigns Bound;
Assignment.  The covenants and agreements contained herein shall bind the
parties hereto and each of their respective successors and assigns.  Borrower
may not assign this Agreement without the prior written consent of Lender.
Subject to the foregoing restriction, this Agreement shall inure to the benefit
of Lender and SDKI, their successors and assigns.  

	6.5.	No Third Party Benefits.  This
Agreement is made for the sole benefit of Borrower, Lender, PNI, FAO, COL, SDKI
and their respective successors and assigns, and no other person or persons
shall have any rights or remedies under or by reason of this Agreement.  

	6.6.	Headings.  The captions and
headings of the paragraphs in the Agreement are for convenience only and are not
used to interpret or define the provisions of the Agreement.  

	6.7.	Governing Law.  This Agreement and
the Loan Documents or any other documents executed in connection with the loan
shall be governed by and interpreted in accordance with the laws of the State of
Ohio, without regard to Ohio's conflict of laws principles.  

	6.8.	Conflict.  Should any provision of
any other Loan Documents conflict with any provision of this Agreement, the
provision selected by Lender, in its sole discretion, shall govern and shall be
controlling.  

6.9 	Jurisdiction.  Borrower, by its execution
hereof (i) hereby irrevocably submits to the exclusive jurisdiction of the State
of Ohio and to the exclusive jurisdiction of the United States District Court
for the Southern District of Ohio for the purpose of any suit, action or other
proceeding arising out of or based upon this Agreement, the Collateral or the
Loan Documents or the subject matter hereof or thereof brought by Lender, any
holder of the obligations of Borrower under the Loan Documents or their
respective successors or assigns, and (ii) agrees not to assert, by way of
motion, as a defense or otherwise, in any such proceeding, any claim that
Borrower is not subject personally to the jurisdiction of the above-named
courts, that Borrower's property is exempt or immune from attachment or
execution, that any such proceeding brought in one of the above-named courts is
brought in an inconvenient forum, that the venue of any such proceeding brought
in one of the above-named courts in improper, or that this Agreement, the
Collateral or any of the Loan Documents, or the subject matter hereof or
thereof, may not be enforced in or by such court.

6.10	Waiver of Jury.  LENDER AND BORROWER HEREBY
VOLUNTARILY, KNOWINGLY AND INTENTIONALLY WAIVE ANY AND ALL RIGHTS TO TRIAL BY
JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING UNDER THIS AGREEMENT OR
CONCERNING THE LOAN DOCUMENTS AND/OR ANY COLLATERAL CONTEMPLATED THEREBY,
REGARDLESS OF WHETHER SUCH ACTION OR PROCEEDING CONCERNS ANY CONTRACTUAL OR
TORTIOUS OR OTHER CLAIM.  BORROWER ACKNOWLEDGES THAT THIS WAIVER OF JURY TRIAL
IS A MATERIAL INDUCEMENT TO LENDER IN EXTENDING CREDIT, THAT LENDER WOULD NOT
HAVE EXTENDED SUCH CREDIT WITHOUT THIS JURY TRIAL WAIVER, AND THAT BORROWER HAS
BEEN REPRESENTED BY AN ATTORNEY OR HAS HAD AN OPPORTUNITY TO CONSULT WITH AN
ATTORNEY IN CONNECTION WITH THIS JURY TRIAL WAIVER AND UNDERSTANDS THE LEGAL
EFFECT OF THIS WAIVER.

	6.11	Obligations of Subsidiaries of Borrower.
PNI, FAI and COL all acknowledge and agree that each of them shall be bound by
Section 4.8 and all obligations, covenants, representations and warranties that
reference any subsidiary or affiliate of Borrower as if such obligations,
covenants, representations and warranties were fully made by them.  PNI, FAI and
COL further acknowledge and agree that each of them shall receive a material
benefit from the Loan received by Borrower from Lender because without it, PNI,
FAI and COL would no longer be able to continue their business as currently
operated.  The obligations of PNI, FAI and COL hereunder were a material
inducement to Lender to enter into this Agreement.

	6.12	Counterparts.  This Agreement may be
executed in one or more counterparts, each of which shall de deemed to be an
original but all of which together will constitute one and the same instrument.
This Agreement may be executed by facsimile signatures which shall have the same
force and effect as original signatures.

	6.13	Entire Agreement.  This Agreement and all
documents and agreements referred to in this Agreement supersede all prior
understandings, agreements and discussions between the parties concerning this
subject matter, with such prior understandings, agreements and discussions
between the parties being merged into this Agreement, and constitutes the entire
agreement between the parties with regard to this subject matter.

	6.14	Survival.  All of the obligations,
covenants, representations and warranties of Borrower and its subsidiaries and
affiliates shall survive the Initial Closing and any subsequent Closing.

ARTICLE VII

CONDITIONS TO SUBSEQUENT CLOSINGS

7.1	The obligation of Lender to complete any subsequent
Closing after the Initial Closing are subject to the satisfaction of each of the
following conditions:

		(i)	Receipt of certified resolutions of Borrower
and its subsidiaries and affiliates authorizing the Loan and the grant of the
security interest in the Collateral to Lender;

		(ii)	Execution of the Loan Documents by Borrower
and its subsidiaries and affiliates, including any Notes representing the
additional proceeds being disbursed in a subsequent Closing;

		(iii)	No Event of Default exists;

		(iv)	Confirmation from the applicable federal and
state filing offices of Lender's perfected security interest in the
Collateral;

		(v)	Receipt of evidence satisfactory to Lender and
its legal counsel, in their sole discretion, of Lender's first and best lien
position with respect to the Collateral with the exception of the Collateral set
forth in Item 4.7 of the Disclosure Schedule;



		(vi)	Receipt of  Borrower's certified resolutions authorizing the
issuance and reservation of shares of Common Stock upon the exercise of the
Warrants and the conversion rights set forth in the Notes in a form satisfactory
to Lender;

		(vii)	All representations and warranties set forth in the
Agreement or any Loan Document are true and correct as of the date of any
subsequent Closing;



		(viii)	Receipt of a No Default Certificate from
the Borrower and each subsidiary and affiliate of Borrower in a form acceptable
to Lender.

[Signature Page to Follow]


IN WITNESS WHEREOF, the parties hereto executed this Loan
Agreement as of the date first written above.

BORROWER:
POPMAIL.COM, INC., 

By:						

Its:___________________________


PMI:
POPMAIL NETWORK, INC.

By:						

Its:___________________________


LENDER:
GSI VENTURES, LLC,

By: SDK INVESTMENTS, INC., Manager
By:___________________________________
Stephen D. King
President

FAI:
FAN ASYLUM, INC.

By:						

Its:___________________________

SDKI:
SDK INVESTMENTS, INC., 

By:						

Stephen D. King
President

COL:
CAFE ODYSSEY, LLC

By:						

Its:___________________________




DISCLOSURE SCHEDULE

ITEM 3.1	SUBSIDIARIES AND AFFILIATES

ITEM 3.6	LITIGATION





ITEM 3.14 	NAMES OF BUSINESSES; ADDRESSES WHERE COLLATERAL LOCATED;
PRINCIPAL OFFICE ADDRESS OF BORROWER, SUBSIDIARIES AND AFFILIATES

ITEM 3.15	CONTINGENT LIABILITIES





ITEM 4.7	ENCUMBRANCES ON COLLATERAL



113679.5

SCHEDULE 3.1
Subsidiaries and Affiliates




Fan Asylum, Inc.
Popmail Network, Inc.
Café Odyssey, Inc.
Schedule 3.6
Litigation

The Company entered into a bridge loan transaction on or about October 6,
2000, in which it issued a promissory note in favor of Great Western Business
Services in the principal amount of $600,000.  The note was payable in 30 days
and was secured by certain computer equipment owned by the Company.
Additionally, the lender obtained a "contingent" security interest in
the Company's units of Cafe Odyssey, LLC, which vested upon an event of default
thereunder.  The Company has failed to repay the note and the lender has
recently given the Company notice of such default.  Additionally, the lender has
informed the Company that it intends to retrieve the collateral as soon as is
practicable.  The lender has not given any notice or otherwise communicated to
the Company its intentions with respect to its interest in the Cafe Odyssey
units.   Cafe Odyssey, LLC currently has no assets.

Schedule 3.14
Names of Businesses and Addresses





Fan Asylum, Inc.
1250 Folsom Street
San Francisco, CA  94103

Popmail Network, Inc.
1333 Corporate Drive, Suite 350
Irving, TX  75038

Café Odyssey, LLC






500 16th St. Suite 350
Denver, CO  80202



4. 	Cafe Odyssey	
	320 South Avenue
	Mall of America
	Bloomington, MN  55425


Schedule 3.15
Contingent Liabilities

The Kenwood Restaurant opened in December 1996 under the name
Hotel Discovery and was closed by the Company in August 1999. In November 1999,
the Company assigned the related lease (described below) in connection with the
pending sale of restaurant assets to a third party, who subsequently reopened
the restaurant under another name and continues to operate the same. The
property is approximately 17,000 square feet in size on three levels and is
located at the northeast corner of Sycamore Plaza at Kenwood Shopping Center in
Cincinnati, Ohio. Although the third party has paid all payments due under the
lease since November 1999, the Company remains primarily obligated under the
lease. 

The initial term of the lease is 15 years with an option for
two additional five-year periods. The lease provides for the payment of both a
monthly fixed minimum rent and a percentage rent based on gross sales in excess
of an escalating base amount. The monthly fixed minimum rent is $12,833 for the
first five years of the initial lease term, $14,117 for the sixth through tenth
years of the initial lease term, $15,400 for the eleventh through fifteenth
years of the initial lease term.

In addition to the fixed minimum rent, the lease provides for
the payment of a percentage rent equal to 4% of the gross sales from the
restaurant in excess of the following annual gross sales amounts; $3,850,000 for
the first five years of the initial lease term, $4,235,000 for the sixth through
tenth years of the initial lease term, $4,620,000 for the eleventh through
fifteenth years of the initial lease term. No percentage rent was paid in 1998
or 1999. In addition to the fixed minimum rent and percentage rent, the Company
is required to pay its proportionate share of common area maintenance costs;
taxes, insurance, maintenance and operating costs. 

Schedule 4.7
Encumbrances

See Schedule 3.6.



EX-10.57
29
exh1057.htm
EXHIBIT











Exhibit 10.57
AMENDMENT NO. 1 TO THE LOAN
AGREEMENT


	This Amendment No. 1 to that certain Loan Agreement by and among GSI
Ventures, LLC, an Ohio limited liability company ("Lender") PopMail.com,
inc., a Minnesota corporation (the "Borrower"), SDK Investments, Inc., an
Ohio corporation ("SDKI"), PopMail Network, Inc., a Texas corporation
("PNI"), Fan Asylum, Inc., a California corporation ("FAI"),
Café Odyssey, LLC, a Minnesota limited liability company ("COL")
dated December 1, 2000 is made among all parties to that Agreement as of
December 8, 2000.

	In consideration of the mutual covenants and agreements contained herein
and other good and valuable consideration, the receipt, sufficiency and adequacy
of which are hereby acknowledged, the parties hereby covenant and agree as
follows:



The parties do hereby agree to amend the Agreement as follows:



Recitals:  The recitals the Agreement are amended and
superceded in their entirety with the following:

	A.	Lender has agreed to loan Borrower up to the principal amount of
$400,000 and at Lender's option, in its sole and absolute discretion, an
additional principal amount of $3,600,000.

	B.	Borrower has agreed to borrow up to $400,000  from Lender and the
additional $3,600,000 from Lender, to the extent that Lender makes that amount
available to Borrower.  

	C.	SDKI has acted as a finder in connection with the loan to be made
by Lender to Borrower and, as a result, Borrower has agreed to pay SDKI a
finder's fee consisting of cash and warrants to purchase Borrower's common
stock.  

	D.	PNI, FAI and COL are wholly owned subsidiaries of Borrower and will
materially benefit from the loan Borrower will receive from Lender.

	E.	As a condition to Lender making a loan to Borrower, Lender requires
PNI, FAI and COL to execute this Agreement and be bound by certain terms of this
Agreement.

Event of Default:  A new Section 5.1(o) is added to the
Agreement and will read as follows:





the Borrower shall have materially breached its obligations to J.P. Carey
Securities, Inc. set forth in Section 2(a) of that certain Registration Rights
Agreement dated June 12, 2000 among PopMail.com, inc. and the Buyers set forth
in such agreement.




Capitalized Terms.  All capitalized terms not otherwise defined
herein shall have the same meaning as in the Agreement.


In Witness Whereof, the parties hereto have executed this Amendment No 1 to
the Loan Agreement as of the date first written above.
BORROWER:
POPMAIL.COM, INC., 

By:						

Its:___________________________

PMI:
POPMAIL NETWORK, INC.

By:						

Its:___________________________

LENDER:
GSI VENTURES, LLC,

By: SDK INVESTMENTS, INC., Manager
By:___________________________________
Stephen D. King
President

FAI:
FAN ASYLUM, INC.

By:						

Its:___________________________

SDKI:
SDK INVESTMENTS, INC., 

By:						

Stephen D. King
President

COL:
CAFE ODYSSEY, LLC

By:						

Its:___________________________


















EX-10.58
30
exh1058.htm
EXHIBIT













Exhibit 10.58



NEITHER THIS NOTE NOR THE SHARES OF COMMON STOCK ISSUABLE
UPON CONVERSION HEREUNDER HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION (TOGETHER, THE
"SECURITIES LAWS") AND MAY NOT BE OFFERED FOR SALE, SOLD OR
OTHERWISE  TRANSFERRED  OR  ENCUMBERED  IN  THE  ABSENCE  OF COMPLIANCE WITH
SUCH SECURITIES LAWS AND UNTIL THE COMPANY (AS DEFINED HEREIN) THEREOF SHALL
HAVE RECEIVED AN OPINION FROM COUNSEL REASONABLY ACCEPTABLE TO IT THAT THE
PROPOSED DISPOSITION WILL NOT VIOLATE ANY APPLICABLE SECURITIES LAWS.  

POPMAIL.COM, INC.

CONVERTIBLE PROMISSORY NOTE
WITH COGNOVIT PROVISION

	Irving, Texas
$70,000.00	February 8, 2001

	THIS CONVERTIBLE PROMISSORY NOTE (the
"Note") is one of a duly authorized issue of Convertible
Promissory Notes of PopMail.com., inc., a corporation duly organized and
existing under the laws of the State of Minnesota (the
"Company"), designated as its 12% Convertible Promissory Notes
Due January 5, 2002, in an aggregate principal amount not exceeding U.S.
$4,000,000 (the "Notes").

	FOR VALUE RECEIVED, the Company promises to pay to
GSI Ventures, LLC, an Ohio limited liability company
("Holder"), in lawful money of the United States of America,
the principal sum of  Seventy Thousand Dollars ($70,000.00), together with
interest in arrears on the unpaid principal balance at a rate equal to Twelve
Percent (12%) per annum, in the manner provided below.  Interest shall be
calculated on the basis of a 360-day year of twelve 30-day months and accrued on
a daily basis for the actual number of days elapsed from the date hereof on the
principal balance from time to time outstanding as hereinafter provided.

1.	Payments.

 	1.1	Principal and Interest. Accrued interest
under this Note shall be due and payable in quarterly installments on February
1, 2001, May 1, 2001, August 1, 2001 and November 1, 2001 and the entire
outstanding principal balance of the Note, together with all accrued but unpaid
interest thereon, shall be due and payable in full on January 5, 2002 (the
"Maturity Date"). Notwithstanding anything to the contrary
contained herein, upon Holder's consent, which shall be made in its sole and
absolute discretion, Company may pay any portion of the quarterly installments
of accrued interest payable hereunder with shares of Company's common stock, par
value $.01 per share (the "Common Stock").  The value of the
Common Stock used to pay any such quarterly installments of accrued interest
shall be determined by the closing sale price of the Common Stock as reported by
Nasdaq on the preceding trading day before the quarterly installment is
paid.

1.2	Manner of Payment.  Except as otherwise
provided herein, all payments of principal and interest on this Note shall be
made in immediately available funds.  If any payment of principal or interest on
this Note is due on a day which is not a Business Day, such payment shall be due
on the next succeeding Business Day, and such extension of time shall not be
taken into account in calculating the amount of interest payable under this
Note.  "Business Day" means any day other than a Saturday,
Sunday or legal holiday in the State of Ohio.

1.3	Prepayment.  The Company may, without premium
or penalty, at any time and from time to time, prepay all or any portion of the
outstanding principal balance due under this Note, provided that each such
prepayment is accompanied by the accrued interest on the amount of principal
prepaid calculated to the date of such prepayment.  The Company shall provide
Holder with not less than fifteen (15) days written notice prior to such
prepayment.  In the event a transaction described in Section 4.3 hereof is
contemplated prior to or contemporaneous with prepayment, said written notice
shall include the information specified in the notice made pursuant to Section
4.3 hereof.  
1.4	Default Interest.  Upon the occurrence of an
Event of Default (as defined below), this Note shall accrue interest at a
default rate of interest equal to the lesser of 18% per annum or the maximum
rate permitted under Ohio Law.

2.	Default.

	2.1	Event of Default.  The occurrence of any
one or more of the following events with respect to Company shall, upon 30 days'
written notice to the Company, constitute an event of default hereunder
("Event of Default") provided that, the events set forth in
Sections 2.1(a), 2.1(b), 2.1(c) and 2.1(d) shall constitute an Event of Default
immediately upon their occurrence and Lender shall not be required to provide
the 30 days written notice for any such event:

(a)	If Company shall fail to pay when due any payment of
principal or interest or other amount due on this Note.

(b)	If, pursuant to or within the meaning of the United
States Bankruptcy Code or any other federal or state law relating to insolvency
or relief of debtors (a "Bankruptcy Law"), the Company shall
(i) commence a voluntary case or proceeding; (ii) consent to the entry of an
order for relief against it in an involuntary case; (iii) consent to the
appointment of a trustee, receiver, assignee, liquidator or similar official;
(iv) make an assignment for the benefit of its creditors; or (v) admit in
writing its inability to pay its debts as they become due.







If a court of competent jurisdiction enters an order or
decree under any Bankruptcy Law that (i) is for relief against the Company in an
involuntary case, (ii) appoints a trustee, receiver, assignee, liquidator or
similar official for the Company or substantially all of the Company=s
properties, or (iii) orders the liquidation of the Company, and in each case the
order or decree is not dismissed within  30 days.





	(d)  	If an event of default occurs as defined in that
certain Loan Agreement executed on or about December 1, 2000 by and between the
Company, Holder, the Company's subsidiaries and SDK Investments, Inc., and as
amended on December 8, 2000 (the "Loan Agreement") or an event
of default occurs as defined in any of the Loan Documents, regardless of whether
or not such event of default is caused by Company or any of its subsidiaries or
affiliates who are a party to the Loan Agreement or the Loan Documents.

	(e) 	A breach of any obligation or covenant of Company
set forth in this Note.







Any representation or warranty made in writing to
Holder by Company made in this Note or in connection with the making of the Loan
shall prove at any time to have been incorrect or materially misleading when
made.








Notice by the Company. The Company shall notify
Holder in writing within five days after the occurrence of any Event of Default
of which the Company acquires knowledge.

Remedies.  Upon the occurrence of any Event
of Default hereunder as above provided, and at any time thereafter, all
principal, interest and other amounts payable under this Note shall, at the
option of Holder, become immediately due and payable without presentment,
demand, protest or other notice of any kind, all of which are expressly waived
by Company.  Holder may proceed with every remedy available at law or in equity
or provided for in the Loan Documents or in any other document executed in
connection with the Loan, in such order or sequence as Holder may determine in
its sole discretion, including concurrently, independently, or successively, and
all expenses incurred by Holder in connection with any remedy shall be deemed
indebtedness of Company to Holder including, but not limited to, reasonable
attorneys' fees incurred by Holder.



3.	Conversion.




Holder Conversion.  









The Holder shall have the right, at the Holder's option,
at any time prior to payment in full of the principal balance of this Note, to
convert this Note, in accordance with the provisions of Section 3.2 hereof, in
whole or in part, into fully paid and nonassessable shares of Common Stock (the
"Common Stock") of the Company.  The number of shares of Common
Stock into which this Note may be converted ("Conversion
Shares") shall be determined by dividing: [A] the sum of (i) the
outstanding principal amount of the Note to be converted, (ii) all accrued
interest thereon to the date of conversion, and (iii) all other indebtedness
Company owes Holder under this Note, by [B] the amount equal to 140% of the
"Market Price" of the Common Stock (the "Conversion
Price"). 





 		(b) 	Notwithstanding Section 3.1(a), in the event
that Company has paid any amount it owes to Holder pursuant to this Note
("Partial Payment"), then from the date of the Partial Payment
for a period of 90 days, Holder shall have the right to purchase at a strike
price equal to the Conversion Price (the "Purchase Price") a
certain number of shares of the Common Stock (the "Purchase
Right").  The number of shares of Common Stock that Holder may purchase
shall be determined by dividing the Partial Payment by the Conversion Price.
For purposes of this Note, any shares of Common Stock that Holder purchases
pursuant to its Purchase Right shall be considered Conversion Shares.  The
Purchase Right may be exercised by Holder, in whole or in part, by written
notice to the Company, together with payment by Holder to the Company of the
Purchase Price in immediately available funds.

3.2	Conversion Procedure.

(a)	Notice of Conversion and Purchase Right
Pursuant to Section 3.1.  Before the Holder shall be entitled to convert
this Note into shares of Common Stock, it shall surrender this Note at the
office of the Company and shall give written notice  in the form attached hereto
as Exhibit A (the "Holder Conversion Notice") to the
Company at its principal corporate office, of the election to convert all or a
portion of this Note pursuant to Section 3.1(a).  If this Note is converted in
part only, the Company shall execute and deliver a new note to the Holder
thereof in the principal amount equal to the portion of this Note not so
converted.  Before the Holder may exercise its Purchase Right, it shall give
written notice to the Company at its principal corporate office, of its exercise
of its Purchase Right pursuant to Section 3.1(b) prior to the expiration of the
90-day period the Purchase Right is available.







Mechanics and Effect of Conversion.  No
fractional shares of Common Stock shall be issued upon conversion of this Note
or exercise of the Purchase Right.  Upon the conversion of this Note pursuant to
Section 3.1(a) above, the Holder shall surrender this Note, duly endorsed, at
the principal office of the Company.  At its expense, the Company shall, as soon
as practicable after receiving the Holder Conversion Notice or notice of
Holder's exercise of its Purchase Right, issue and deliver to such Holder at
such principal office a certificate or certificates for the number of shares of
Common Stock to which the Holder shall be entitled upon such conversion or
purchase (bearing such legends as are required by the Loan Agreement or
applicable state and federal securities laws in the opinion of counsel to the
Company), together with a new note for the principal amount of the Note that was
not converted, if any.  Upon conversion of all or a portion of this Note, the
Company shall be forever released from all its obligations and liabilities under
this Note, to the extent of the principal amount so converted.





3.3	Limitations on Conversion.  Unless the Company
shall have obtained the approval of its voting shareholders to such issuance in
accordance with the rules of Nasdaq or any other stock market rules with which
the Company shall be required to comply, but only to the extent required
thereby, the Company shall not issue shares of its Common Stock (i) upon
conversion of any of the principal sum outstanding hereunder, or (ii) as
interest on the principal sum due hereunder, if such issuance of Common Stock,
when added to the number of shares of Common Stock previously issued by the
Company (x) upon conversion of the principal sum due under the Notes and (y) in
payment of interest due under the Notes, would equal or exceed 20 percent of the
number of shares of the Company's Common Stock that were issued and outstanding
on the date hereof (the "Maximum Issuance Amount").  In the
event that a properly executed Holder Conversion Notice is received by the
Company which would require the Company to issue shares of Common Stock equal to
or in excess of the Maximum Issuance Amount, the Company shall honor such
conversion request by (a) converting the amount of the principal and interest
stated in such conversion notice that is not in excess of the Maximum Issuance
Amount and (b) paying the remaining principal and interest due requested by
Holder to be converted; provided that, Company shall first use its best efforts
to obtain as soon as practicable after obtaining a Holder Conversion Notice the
approval of its voting shareholders to issue Conversion Shares in excess of the
Maximum Issuance Amount.




Limitations on Issuance of Common Stock.
Notwithstanding anything herein to the contrary, in no event shall the Holder be
permitted to receive Conversion Shares upon exercising its conversion rights or
Common Stock as payment for accrued interest on this Note (collectively referred
to as "Conversion Rights") to the extent that (x) the number of shares
of Common Stock beneficially owned by the Holder (other than shares of Common
Stock issuable upon exercise of Holder's Conversion Rights) plus (y) the number
of shares of Common Stock issuable upon exercise of the Holder's Conversion
Rights, would be equal to or exceed 4.9% of the number of shares of Common Stock
then issued and outstanding, including shares issuable upon exercise of the
Holder's Conversion Rights after application of this Section 3.4.  As used
herein, beneficial ownership shall be determined in accordance with Section
13(d) of the Securities Exchange Act of 1934 (the "Exchange Act").  To
the extent that the limitation contained in this Section 3.4 applies, the
determination of whether Holder may exercise its Conversion Rights (in relation
to other securities owned by the Holder) and of which a portion of the
Conversion Rights are exercisable shall be in the sole discretion of the Holder,
and the submission of a Holder Conversion Notice (or written notice in the case
of payment of accrued interest in shares of Common Stock) shall be deemed to be
the Holder's determination of whether the Conversion Rights are exercisable (in
relation to other securities owned by the Holder) and of which portion of the
Conversion Rights are exercisable, in each case subject to such aggregate
percentage limitation, and the Company shall have no obligation to verify or
confirm the accuracy of such determination.  Nothing contained herein shall be
deemed to restrict the right of the Holder to exercise its Conversion Rights at
such time as such exercise will not violate the provisions of this Section 3.4.
The provisions of this Section 3.4 may be waived by the Holder upon, at the
election of the Holder, 61 days' prior notice to the Company, and the provisions
of this Section 3.4 shall continue to apply until such 61st day (or
such later date as may be specified in such notice of waiver).  No exercise of
the Conversion Rights in violation of this Section 3.4 but otherwise in
accordance with this Note shall affect the status of the Common Stock issued
upon such exercise as validly issued, fully-paid and
nonassessable.



4.	Anti-Dilution Adjustments.

4.1	Adjustments for Stock Splits and Subdivisions.
In the event the Company should at any time or from time to time after the date
of issuance hereof fix a record date for the effectuation of a split or
subdivision of the outstanding shares of Common Stock or the determination of
holders of Common Stock entitled to receive a dividend or other distribution
payable in additional shares of Common Stock or other securities or rights
convertible into, or entitling the holder thereof to receive directly or
indirectly, additional shares of Common Stock (hereinafter referred to as
"Common Stock Equivalents") without payment of any consideration by
such holder for the additional shares of Common Stock or the Common Stock
Equivalents (including the additional shares of Common Stock issuable upon
conversion or exercise thereof), then, as of such record date (or the date of
such dividend distribution, split or subdivision if no record date is fixed),
the Conversion Price of this Note shall be appropriately decreased so that the
number of shares of Common Stock issuable upon conversion of this Note shall be
increased in proportion to such increase of outstanding shares.

4.2	Adjustments for Reverse Stock Splits. 
If the number of shares of Common Stock outstanding at any time after the date
hereof is decreased by a combination of the outstanding shares of Common Stock
through a reverse stock split, then, following the record date of such
combination, the Conversion Price for this Note shall be appropriately increased
so that the number of shares of Common Stock issuable on conversion of this Note
shall be decreased in proportion to such decrease in outstanding shares.

4.3	Adjust for Reorganization, Reclassification, Merger
and Sale.  If any capital reorganization or reclassification of the capital
stock of the Company, or consolidation or merger of the Company with another
corporation, or the sale of all or substantially all of its assets to another
corporation shall be effected in such a way that holders of the Company's Common
Stock shall be entitled to receive stock, securities or assets with respect to
or in exchange for such common shares, then, as a condition of such
reorganization, reclassification, consolidation, merger or sale, the Holder
shall have the right to convert and receive upon the basis and upon the terms
and conditions specified in this Note and in lieu of the shares of the Common
Stock of the Company immediately theretofore convertible and receivable upon the
exercise of the rights represented hereby, such shares of stock, other
securities or assets as would have been issued or delivered to the Holder as if
it had exercised this Note and had received such shares of common stock prior to
such reorganization, reclassification, consolidation, merger or sale.  The
Company shall not effect any such consolidation, merger or sale, unless prior to
the consummation thereof the successor corporation (if other than the Company)
resulting from such consolidation or merger or the corporation purchasing such
assets shall assume by written instrument executed and mailed to the registered
Holder of this Note at the last address of such Holder appearing on the books of
the Company, the obligation to deliver to such Holder such shares of stock,
securities or assets as, in accordance with the foregoing provisions, such
Holder may be entitled to convert.

4.4	Other Adjustment.  If the Company takes
any other action, or if any other event occurs which does not come within the
scope of the provisions of Sections 4.1 through 4.3, but which should result in
an adjustment in the Conversion Price and/or the number of shares subject to
this Note in order to fairly protect the purchase rights of the Holder, an
appropriate adjustment in such purchase rights shall be made by the Company.

4.5	Reservation of Stock Issuable Upon Conversion.
The Company shall at all times reserve and keep available out of its authorized
but unissued shares of Common Stock solely for the purpose of effecting the
issuance of the Conversion Shares such number of its shares of Common Stock as
shall from time to time be sufficient to issue the Conversion Shares; and if at
any time the number of authorized but unissued shares of Common Stock shall not
be sufficient to effect the issuance of the Conversion Shares,  in addition to
such other remedies as shall be available to the holder of this Note, the
Company will use its best efforts to take such corporate action as may, in the
opinion of Holder's counsel, be necessary to increase its authorized but
unissued shares to such number of shares as shall be sufficient for such
purposes.

5.	Miscellaneous.

5.1	Waiver.  The rights and remedies of Holder
under this Note shall be cumulative and not alternative.  No waiver by Holder of
any right or remedy under this Note shall be effective unless in a writing
signed by Holder.  Neither the failure nor any delay in exercising any right,
power or privilege under this Note will operate as a waiver of such right, power
or privilege and no single or partial exercise of any such right, power or
privilege by Holder will preclude any other or further exercise of such right,
power or privilege or the exercise of any other right, power or privilege.  To
the maximum extent permitted by nonwaivable applicable law, (a) no claim or
right of Holder arising out of this Note can be discharged by Holder, in whole
or in part by a waiver or renunciation of the claim or right unless in a
writing, signed by Holder; (b) no waiver that may be given by Holder will be
applicable except in the specific instance for which it is given; and (c) no
notice to or demand on the Company will be deemed to be a waiver of any
obligation of the Company or of the right of Holder to take further action
without notice or demand as provided in this Note.  The Company hereby waives
presentment, demand, protest and notice of dishonor and protest.

5.2	Notices.  The Company shall give any notice
required or permitted to be given hereunder to the Holder or the Holder to the
Company in accordance with the Loan Agreement. 

5.3	Severability.  If any court of competent
jurisdiction holds any provision in this Note invalid or unenforceable, the
other provisions of this Note will remain in full force and effect. Any
provision of this Note held invalid or unenforceable only in part or degree will
remain in full force and effect to the extent not held invalid or
unenforceable.

5.4	Governing Law.  This Note will be governed by
the laws of the State of Ohio without regard to conflicts of laws
principles.

5.5	Parties in Interest; Assignment.  This Note
shall bind the Company and its successors and assigns.  Subject to the
provisions of the legend on this Note, the Holder may assign this Note upon
providing Company notice of such assignment.




Section Headings, Construction.  The headings of
Sections in this Note are provided for convenience only and will not affect its
construction or interpretation.  All references to "Section" or
"Sections" refer to the corresponding Section or Sections of this Note
unless otherwise specified.



5.7  	Capitalized Terms.  All capitalized terms
used in this Note and not defined herein shall have the same meaning as in the
Loan Agreement.  
	5.8	Gender.  All words used in this Note will
be construed to be of such gender or number, as the circumstances require.
Unless otherwise expressly provided, the words "hereof" and
"hereunder" and similar references refer to this Note in its entirety
and not to any specific section or subsection hereof.

	5.9 	 JURY WAIVER.  THE UNDERSIGNED AND HOLDER
(BY ITS ACCEPTANCE HEREOF) HEREBY VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND
UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY
DISPUTE (WHETHER BASED UPON CONTRACT TORT OR OTHERWISE) BETWEEN OR AMONG THE
UNDERSIGNED AND HOLDER ARISING OUT OF OR IN ANY WAY RELATED TO THIS DOCUMENT,
ANY OTHER RELATED DOCUMENT, OR ANY RELATIONSHIP BETWEEN HOLDER AND THE
UNDERSIGNED.  THIS PROVISION IS A MATERIAL INDUCEMENT TO HOLDER TO PROVIDE THE
FINANCING DESCRIBED HEREIN OR IN THE OTHER LOAN DOCUMENTS.

5.10	Jurisdiction.  Company, by its execution
hereof (i) hereby irrevocably submits to the exclusive jurisdiction of the State
of Ohio and to the exclusive jurisdiction of the United States District Court
for the Southern District of Ohio for the purpose of any suit, action or other
proceeding arising out of or based upon this Note, the Loan Agreement or any
Loan Document or the subject matter hereof or thereof brought by Holder or its
successors or assigns, and (ii) agrees not to assert, by way of motion, as a
defense or otherwise, in any such proceeding, any claim that Company is not
subject personally to the jurisdiction of the above-named courts, that Company's
property is exempt or immune from attachment or execution, that any such
proceeding brought in one of the above-named courts is brought in an
inconvenient forum, that the venue of any such proceeding brought in one of the
above-named courts in improper, or that this Note, the Loan Agreement or any
Loan Document, or the subject matter hereof or thereof, may not be enforced in
or by such court.

CONFESSION OF JUDGMENT.  UPON AN EVENT OF DEFAULT,
COMPANY HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY-AT-LAW TO APPEAR
IN ANY COURT OF RECORD AND TO CONFESS JUDGMENT AGAINST COMPANY FOR THE UNPAID
AMOUNT OF THIS NOTE, PLUS ATTORNEYS' FEES AS PROVIDED IN THIS NOTE, PLUS COSTS
OF SUIT, AND TO RELEASE ALL ERRORS, AND WAIVE ALL RIGHTS OF APPEAL.   IF A COPY
OF THE NOTE, VERIFIED BY AN AFFIDAVIT, SHALL HAVE BEEN FILED IN THE PROCEEDING,
IT WILL NOT BE NECESSARY TO FILE THE ORIGINAL AS A WARRANT OF ATTORNEY.  COMPANY
WAIVES THE RIGHT TO ANY STAY OF EXECUTION AND THE BENEFIT OF ALL EXEMPTION LAWS
NOW OR HEREAFTER IN EFFECT. NO SINGLE EXERCISE OF THE FOREGOING WARRANT AND
POWER TO CONFESS JUDGMENT WILL BE DEEMED TO EXHAUST THE POWER, WHETHER OR NOT
ANY SUCH EXERCISE SHALL BE HELD BY ANY COURT TO BE INVALID, VOIDABLE, OR VOID;
BUT THE POWER WILL CONTINUE UNDIMINISHED AND MAY BE EXERCISED FROM TIME TO TIME
AS HOLDER MAY ELECT UNTIL ALL AMOUNTS OWING ON THIS NOTE HAVE BEEN PAID IN
FULL.

WARNING - BY SIGNING THIS PAPER YOU GIVE UP YOUR
RIGHT TO NOTICE AND COURT TRIAL.  IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY
BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN
BE USED TO COLLECT FROM REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE
CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY
WITH THE AGREEMENT, OR ANY OTHER CAUSE.


IN WITNESS WHEREOF, the Company has executed and
delivered this Note as of the date first stated above.

POPMAIL.COM, INC.


By:______________________________
Title:   Chief Executive Officer  


Acknowledged and agreed to this 
____ day of February, 2001.

GSI Ventures, LLC

By:					

     Its:					


Execution Version
	EXHIBIT A



NOTICE OF CONVERSION
AT THE ELECTION OF THE HOLDER

(To Be Signed Only Upon Conversion of Note)


TO POPMAIL.COM, INC.

The undersigned, the holder of the foregoing Note, hereby
surrenders such Note for conversion into shares of Common Stock of POPMAIL.COM,
INC., to the extent of $_____ of the unpaid principal amount of such Note, and
requests that the certificates for such shares be issued  in  the  name  of,
and  delivered  to,  ______________  whose  address  is
________________________________.  


Dated: __________________________________



_________________________________














 (Signature must conform in all respects to 













name of holder as specified on the face of 
the Note)



_________________________________
(Address)



















EX-10.59
31
exh1059.htm
EXHIBIT











Exhibit 10.59


Schedule of Convertible Promissory Notes
Issued in Connection with Convertible Secured Debt
Financing



Date of	Name of				Date of
Note	Holder		Amount		Repayment


12/01/00	GSI Ventures, LLC	400,000		January 5, 2002

12/08/00	GSI Ventures, LLC	100,000		January 5, 2002

12/13/00	GSI Ventures, LLC	100,000		January 5, 2002

12/15/00	GSI Ventures, LLC	100,000		January 5, 2002

02/08/01	GSI Ventures, LLC	  70,000		January 5, 2002




















EX-10.60
32
exh1060.htm
EXHIBIT












Exhibit 10.60

LOAN AGREEMENT

	THIS LOAN AGREEMENT ("Agreement")
is made by and among THE SHAAR FUND LTD. ("Lender"),
POPMAIL.COM, INC., a Minnesota corporation (the
"Borrower"), SDK INVESTMENTS, INC., an Ohio corporation
("SDKI"), POPMAIL NETWORKS, INC., a Texas corporation
("PNI"), FAN ASYLUM, INC., a California corporation ("FAI")
and CAFÉ ODYSSEY, LLC, a Minnesota limited liability company
("COL") this 21st day of December, 2000.
RECITALS

	A.	Lender has agreed to loan Borrower up to the
principal amount of $200,000.

	B.	Borrower has agreed to borrow up to $200,000  from
Lender.  

	C.	SDKI has acted as a finder in connection with the
loan to be made by Lender to Borrower and, as a result, Borrower has agreed to
pay SDKI a finder's fee consisting of cash and a warrant to purchase Borrower's
common stock.  

	D.	PNI, FAI and COL are wholly owned subsidiaries of
Borrower and will materially benefit from the loan Borrower will receive from
Lender.

	E.	As a condition to Lender making a loan to Borrower,
Lender requires PNI, FAI and COL to execute this Agreement and be bound by
certain terms of this Agreement.

	IN CONSIDERATION of the premises, the mutual
covenants and agreements contained herein and other good and valuable
consideration, the receipt, sufficiency and adequacy of which are hereby
acknowledged, Lender, Borrower PNI, FAI, COL, and SDKI hereby covenant and agree
as follows:  
ARTICLE I
THE LOAN




Agreement to Borrow and Lend.  Subject
to all of the terms, provisions, conditions, covenants and agreements contained
in this Agreement, Lender agrees to make a loan to Borrower (the
"Loan") in the principal amount of Two Hundred Thousand Dollars
($200,000) (the "Loan Proceeds"), which shall be used in
accordance with the terms set forth herein.  

Closing.  The Loan Proceeds shall be distributed
at one closing which shall occur on December 21, 2000, or on such other date as
the parties shall agree (the "Closing").   

Convertible Promissory Note.  The Loan will be
evidenced by a convertible promissory note (the "Note") in the
form attached hereto as Exhibit A that will be executed by Borrower and
delivered to Lender.  

Interest.  The outstanding principal balance of
the Note shall bear interest at a rate of Twelve Percent (12%) per annum as set
forth in the Note. 

Payment Terms.  Accrued interest under the
Note shall be due and payable in quarterly installments on February 1, 2001, May
1, 2001, August 1, 2001 and November 1, 2001 and the entire outstanding
principal balance of the Loan, together with all accrued but unpaid interest
thereon, shall be due and payable in full on January 5, 2002 (the
"Maturity Date"). Notwithstanding anything to the contrary
contained herein, upon Lender's consent, which shall be made in its sole and
absolute discretion, Borrower may pay any portion of the quarterly installments
of accrued interest of the Loan with shares of Borrower's common stock, par
value $.01 per share (the "Common Stock").  The value of the
Common Stock used to pay any quarterly installments of accrued interest shall be
determined by the closing sale price of the Common Stock as reported by Nasdaq
on the preceding trading day before the quarterly installment is paid.

Conversion Right.  The Lender shall have the right
to convert all or any portion of the debt evidenced by the Note into Borrower's
Common Stock in accordance with the terms of the Note.


ARTICLE II

WARRANTS TO PURCHASE COMMON STOCK

	2.1.	Warrant to Purchase Common Stock to
Lender.  The Borrower hereby agrees to issue to Lender as a part of
the consideration for Lender making the Loan to Borrower, a warrant to purchase
the number of shares of Common Stock equal to fifty percent (50%) of the
aggregate face value of the Note and in the form attached hereto as Exhibit
B (the "Lender Warrant"). 




Warrant to Purchase Common Stock to SDKI.
As partial consideration for introducing the Borrower to the Lender, the
Borrower hereby agrees to issue to SDKI a warrant to purchase the number of
shares of Common Stock equal to ten percent (10%) of the aggregate face value of
each Note and in the form attached hereto as Exhibit C ("SDKI
Warrant" and together with the Lender Warrant, the
"Warrants").  

Share Calculation For Warrants; Strike Price;
Issuance.  For purposes only of determining the number of shares which shall
be granted upon exercise of the Warrants, the Common Stock shall be deemed to
have a value of $1.00 per share.  The strike price for each Lender Warrant shall
be 120% of the Market Price (as that term is defined in the Note), and the
strike price for each SDKI Warrant shall be the Market Price.  The Borrower
shall issue the Warrant at the Closing.  The Warrants shall be exercisable for a
period of at least five years.


ARTICLE III
BORROWER'S REPRESENTATIONS AND WARRANTIES

	The Borrower hereby represents and warrants to
Lender that the following are true and correct as of the date hereof and shall
be true and correct as of the date of the Closing and shall remain true and
correct during the term of all of the Loan Documents (as defined below):  

3.1	Borrower and each of its subsidiaries and affiliates
(a) is a duly organized and validly existing corporation in good standing under
the laws of the jurisdiction of its formation, (b) has the power and authority
and the legal right to own its property and assets and to transact the business
in which it is engaged and (c) is duly qualified as a foreign corporation  or
otherwise licensed and authorized to transact business and in good standing in
each jurisdiction where the ownership, leasing or operation of property or the
conduct of its business requires such qualification and where the failure to be
so qualified, licensed or authorized would have a material adverse effect on the
condition (financial or otherwise), prospects, assets or properties of Borrower,
any subsidiary or affiliate. All subsidiaries and affiliates of the Borrower are
listed on Item 3.1 of the Disclosure Schedule.  The term
"affiliate" shall have the meaning ascribed thereto under Rule 12b-2
promulgated under the Exchange Act of 1934, as amended.




3.2  The execution, delivery and performance of this Agreement, the Note and
the Warrants and any and all other security agreements, pledge agreements,
financing statements, certificates or instruments contemplated herein
(collectively "Loan Documents") executed and delivered by the
Borrower or its affiliates have been authorized by all necessary corporate
actions and do not and will not contravene any legal or contractual restriction
binding on the Borrower or any of its property or its assets.

3.3  The Borrower and each of its subsidiaries and affiliates has the power
to take all actions contemplated hereby (including but not limited to the
issuance of the Warrants and Note, the right of first refusal granted to Lender
to participate in any security issuances and the granting of the security
interests in the Collateral (as defined below)) to execute, deliver and carry
out the terms and provisions of each Loan Document to which it is a party and
has taken all necessary actions to authorize the execution, delivery and
performance by it of each Loan Document to which it is a party and all acts
contemplated hereby. The Loan Documents when executed and delivered by the
Borrower and its subsidiaries and affiliates will constitute the legal, valid
and binding obligation of the Borrower and its subsidiaries and affiliates (as
the case may be) and is, or will be upon execution, enforceable against the
Borrower and its subsidiaries and affiliates (as the case may be) in accordance
with their respective terms, except to the extent that enforcement may be
limited by applicable bankruptcy, insolvency, reorganization or other similar
laws affecting creditors' rights generally.  

3.4  The execution, delivery or performance by the Borrower and its
subsidiaries and affiliates of each Loan Document, and compliance by the
Borrower and its subsidiaries and affiliates with the terms and provisions
hereof and thereof, (a) do not contravene any provision of any law, statute,
rule or regulation or any order, writ, injunction or decree of any court or
governmental instrumentality applicable to the Borrower, any subsidiary or
affiliate, (b) do not conflict with or result in any breach of any of the terms,
covenants, conditions or provisions of, or constitute a default under, or result
in the creation or imposition of (or the obligation to create or impose) any
lien (other than as contemplated by the Loan Documents) upon any of the property
or assets of the Borrower, any subsidiary or affiliate pursuant to the terms of
any material indenture, mortgage, deed of trust, credit agreement, loan
agreement or other agreement, contract or instrument to which the Borrower, any
subsidiary or affiliate is a party or by which the Borrower, any subsidiary or
affiliate or any of their respective properties or assets is bound or to which
the Borrower, any subsidiary or affiliate may be subject and (c) do no violate
any provision of the Certificate of Incorporation, Articles of Organization,
operating agreement, bylaws or regulations of the Borrower, any subsidiary and
affiliate. 

3.5  The authorization, issuance, sale and delivery of the shares of Common
Stock issuable upon conversion of the Note and upon exercise of the Warrants has
been duly authorized by all requisite corporate action on the part of the
Borrower.  The shares of the Common Stock issuable upon conversion of the Note
and upon exercise of the Warrants upon their issuance in accordance with the
Note and the Warrants, respectively, will be validly issued, fully paid and
nonassessable.  Any shares of Common Stock issued in accordance with the terms
of the Note for payment of quarterly installments of acquired interest will be
validly issued, fully paid and nonassessable.

3.6  Except as disclosed in Schedule 3.6, there are no actions, suits or
proceedings pending or, to the  knowledge of the Borrower, threatened against
Borrower, any subsidiary  or affiliate  (a) with respect to the Loan Documents,
any of the Collateral (as defined below) or the transactions contemplated hereby
or (b) that are, either individually or in the aggregate, reasonably likely to
have a material adverse effect on the condition (financial or otherwise),
prospects, assets or properties of Borrower, any subsidiary or affiliate.

3.7  All balance sheets, income statements, financial statements, operating
statements and other financial data pertaining to Borrower or its subsidiaries
or affiliates (the "Financial Information") that have been
delivered (or will be delivered) to Lender by or on behalf of Borrower are or
will be accurate and complete in all material respects, are or will be in
accordance with the books and records of Borrower and its subsidiaries and
affiliates, and accurately present or will present the financial condition,
results of operations and changes in financial position of the person or entity
to which they pertain as of their respective dates and there has been no
material change with respect thereto.  All Financial Information delivered to
Lender is and shall be prepared in accordance with the generally accepted
accounting principles, consistently applied.

3.8  None of the Borrower's reports and documents heretofore filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended, and the Securities Exchange Act of 1934, as amended, contained at the
time they were filed  any untrue statement of a material fact or omitted to
state any material fact required to be stated therein or necessary to make the
statements made therein, in light of the circumstances under which they were
made, not misleading.



3.9  The Borrower and its subsidiaries and affiliates own and
possess adequate and enforceable rights to use all patents, patent applications,
trademarks, trademark applications, trade names, service marks, logos,
copyrights, copyright applications, licenses, inventions, software, programs,
know-how (including trade secrets and other unpatented and/or unpatentable
proprietary or confidential information, systems or procedures) and other
similar rights and proprietary knowledge (collectively,
"Intangibles") necessary for the conduct of their respective
businesses.  Borrower and its subsidiaries and affiliates have the unrestricted
right to use all of the Intangibles.  Borrower and its subsidiaries and
affiliates are not infringing upon or in conflict with any right of any other
person or entity with respect to any Intangibles and the Borrower and its
subsidiaries and affiliates are not subject to any outstanding order, decree,
judgment or stipulation with respect to the Intangibles.  No proceedings have
been instituted or are pending or, to Borrower's knowledge, threatened which
challenge the validity or rights of Borrower or its subsidiaries and affiliates
to any of the Intangibles, and Borrower has no knowledge of any infringement by
others of any of the Intangibles.  All of the Intangibles are valid, enforceable
and free and clear of any attachments or liens and all claims, restrictions and
demands of any other person, firm or corporation, including attorneys' fees for
past services, expenses and government fees.  None of the past or present
employees, officers, directors, or shareholders of Borrower, any subsidiary or
affiliate has any rights in any Intangibles.  Borrower and its subsidiaries and
affiliates have not granted any outstanding license or other rights to any of
the Intangibles, except those licenses granted in the ordinary course of
business, and are not liable, and have not made any contract or arrangement
whereby they may become liable, to any person for any royalty or other
compensation for the use of any Intangibles.  The trade secrets and processes
and procedures of Borrower and its subsidiaries and affiliates which are
necessary to the operation of Borrower and its subsidiaries and affiliates have
been reduced to writing, to the extent practical, and will remain available for
use by Borrower and its subsidiaries and affiliates after the date of the
Closing. 

3.10	All factual information heretofore or
contemporaneously furnished by the Borrower, any subsidiary or affiliate to
Lender (including, without limitation, all information contained in this
Agreement) for purposes of this Agreement or any transaction contemplated hereby
or thereby is, and all other such factual information hereafter furnished by the
Borrower, any subsidiary or affiliate to Lender for purposes of this Agreement
or any transaction contemplated herein will be, true and accurate in all
material respects on the date as of which such information is given and the
Borrower in good faith believes such information is not incomplete by omitting
to state any fact necessary to make such information not misleading at such time
in light of the circumstances under which such information was provided.



	3.11  The Borrower, each subsidiary and affiliate has filed all tax
returns required to be filed by it and has paid all income and franchise taxes
payable by it which have become due pursuant to such tax returns and all other
taxes and assessments payable by it which have become due, other than those not
yet delinquent and except for those contested in good faith and by appropriate
proceedings. The amounts shown on those tax returns fairly present the tax
position of the Borrower and such subsidiaries and the Borrower does not expect
any material adjustments or any amounts shown on such tax returns. Each of the
Borrower and each subsidiary or affiliate has paid, or has provided adequate
reserves (in the good faith judgment of the management of the Borrower) for the
payment of, all foreign, federal and state income and franchise taxes applicable
for all prior fiscal years of the Borrower and for the current fiscal year to
the date hereof. As of the date hereof, no tax lien has been filed, and, to the
knowledge of the Borrower, no claim is being asserted, with respect to any tax,
fee or other charge.

	3.12  All employee benefit plans, as defined in Section 3(3) of ERISA
(defined below) and which are maintained for employees by the Borrower, a
subsidiary or an ERISA Affiliate (defined below) ("Plan"), comply with
all relevant provisions of the Internal Revenue Code of 1986 (the
"Code") and ERISA; no Plan is insolvent or in reorganization; no Plan
has an accumulated or waived funding deficiency or has applied for an extension
of any amortization period within the meaning of Section 412 of the Code;
neither the Borrower nor any subsidiary nor any ERISA Affiliate has incurred any
liability to or on account of a Plan which is a single-employer plan as defined
in Section 4001 (a) (15) of ERISA pursuant to Section 4062, 4063, 4064 or a
multi employer plan pursuant to Sections 515, 4201 or 4204, of ERISA; no
proceedings have been instituted to terminate any plan; and no condition exists
which constitutes a prohibited transaction (as defined in Section 406 of ERISA
or Section 4975 of the Code) or a reportable event (as defined in Section 4043
of ERISA), or which is reasonably expected will result in the Borrower, any
subsidiary or an ERISA Affiliate of incurring a liability to or on account of a
Plan pursuant to any of the foregoing Sections of ERISA or the Code.  As of the
date of this Agreement, the aggregate present value of all accrued benefit
liabilities (as defined in Section 4001(a)(6) of ERISA) of all Plans which were
single-employer plans did not exceed the aggregate current value of all assets
of such Plans based upon estimated actuarial data that has been provided to the
Borrower by the consulting actuaries of the Plans, and as of the date of this
Agreement, there was no withdrawal liability (and would be no withdrawal
liability assuming a complete withdrawal from all such Plans) to any Plan which
is a multi employer plan.



	"ERISA" means the Employee Retirement Income
Security Act of 1974, as amended, and any successor statute of similar import,
together with regulations thereunder, in each case as in effect from time to
time. References to sections of ERISA also refer to any successor sections.

	"ERISA Affiliate" means any person (as defined
in Section 3 (9) of ERISA) (including each trade or business (whether or not
incorporated)) which together with the Company or any Subsidiary would be deemed
to be a "single employer" or a member of the same "controlled
group" of "contributing sponsors" within the meaning of Section
4001 of ERISA

	3.13  The Borrower and its subsidiaries and affiliates
are in compliance with all applicable statutes, regulations and orders of, and
all applicable restrictions imposed by, all governmental bodies, domestic or
foreign, in respect of the conduct of their businesses and the ownership of
their properties, except such noncompliance as would not, in the aggregate,
reasonably be expected to have a material adverse effect on the condition
(financial or otherwise), prospects,  assets or properties of Borrower or any
subsidiary or affiliate.

3.14  The Borrower and its subsidiaries and affiliates have
never conducted business under any names other than those set forth in Item
3.14 of the Disclosure Schedule. The addresses of all offices where any of
the Collateral is located is listed in Item 3.14 of the Disclosure
Schedule.  The chief executive office and the chief place of business for the
Borrower, each of its subsidiaries, and affiliates and the office where each
thereof keeps its books and records, is located at the address specified in
Item 3.14 of the Disclosure Schedule.

	3.15    As of the date the last Financial Information was
received by Lender from Borrower, except to the extent disclosed, reflected or
reserved against therein or in Item 3.15 of the Disclosure Schedule,
Borrower did not have any material liabilities or obligations, known or unknown,
secured or unsecured, whether accrued, absolute, contingent or otherwise. 

	3.16  Since the date the last Financial Information was
received by Lender from Borrower, there has been no material adverse change in
or to the business of Borrower or its subsidiaries or affiliates, or to the
operations, earnings, prospects, liabilities or relationships with suppliers,
distributors or customers of Borrower or its subsidiaries or affiliates.  There
is no presently existing condition with respect to Borrower or its subsidiaries
or affiliates which might be expected to have a material adverse effect on the
business or prospects of Borrower or its subsidiaries or affiliates or the
continued conduct of the business of Borrower or its subsidiaries or Affiliates
after the date of the Closing. 

	3.17  No order, consent, approval, license, authorization
or validation of, or filing, recording or registration with, or exemption by, or
other act by (except as have been obtained or made), any governmental or public
body or authority, or any subdivision thereof, is required to authorize, or is
required in connection with, (a) the execution, delivery and performance by the
Borrower or its subsidiaries or affiliates of any Loan Document or (b) the
legality, validity, binding effect or enforceability against the Borrower or its
subsidiaries or affiliates of any Loan Document.



3.18  Borrower shall use the Loan Proceeds exclusively for commercial reasons
that are expressly approved by Lender in accordance with Section 4.2 below.

3.19    Borrower or its subsidiaries and affiliates (as the case may be) are
the legal and beneficial owner of the Collateral, and the Collateral is free and
clear of all mortgages, security interests, liens, equities, encumbrances and
claims of every kind (collectively, the "Encumbrances") except
for the Encumbrances set forth on Item 4.7 of the Disclosure Schedule and
the liens of the Lender as set forth in this Agreement.  The Collateral is and
will remain free and clear of all Encumbrances of any nature whatsoever, except
for those set forth on Item 4.7 of the Disclosure Schedule and the liens
of the Lender as set forth in this Agreement.






All of the subsidiaries and affiliates of Borrower are wholly owned by
Borrower.





3.21  The security interest and leasehold mortgage in favor of the Borrower
on the real and personal property located at Kenwood Mall, Cincinnati, Ohio, is
a first and best lien on such personal property and leasehold and Borrower has
not and will not allow any Encumbrances on such property to be superior to
Borrower's mortgage and security interest.


		ARTICLE IV
		ADDITIONAL COVENANTS AND OTHER AGREEMENTS

	4.1.	Finder's Fee. Borrower shall pay to
SDKI a cash fee of ten percent (10%) of all the Loan Proceeds disbursed to
Borrower, which amount shall be paid from the proceeds disbursed to
Borrower.




Disbursement Approval.  All disbursements of Loan
Proceeds shall be approved in writing in advance by Lender, in its sole and
absolute discretion.  Prior to any use by the Borrower of the Loan Proceeds, or
any portion thereof, Borrower shall have received Lender's prior written
approval of such use, with such approval being determined by Lender in its sole
and absolute discretion.  Notwithstanding the foregoing provisions of this
Section 4.2, Borrower shall not need any approval from Lender with respect to
its use of the first $50,000 of Loan Proceeds received by Borrower.

Registration Rights.  Within 60 days of the date
hereof, Borrower shall have used its best efforts to cause a registration
statement covering the resale of the shares of Common Stock issuable upon
conversion of the Note, exercise of the purchase rights under the Note, used for
payment of the accrued interest on the Note and  exercise of the Warrants to
have been declared effective by the Securities and Exchange Commission.  All
expenses of such registration, except fees for underwriting discounts and
selling commissions applicable to the resale of such Common Stock by Lender or
the holder of the Warrants, shall be borne by Borrower.  Lender and SDKI (and
their respective assigns) each agree to cooperate with the Borrower in the
preparation and filing of any such registration statement and in the furnishing
of information for inclusion therein, or in any efforts by the Borrower to
establish that the proposed sale is exempt under the Securities Act of 1933, as
amended, as to any proposed distribution.



4.4	Right of First Refusal.  As long as their
exists any principal or interest outstanding under the Note, the Borrower grants
to the Lender a right of first refusal to participate as an investor in any
offering of Borrower's Common Stock, securities convertible into Common Stock or
any other equity securities of the Borrower (collectively, the
"Securities"). If the Borrower receives an executed letter of
intent or term sheet from any third party with respect to a sale or transfer of
Securities that the Borrower is willing to accept, the Borrower shall promptly
give written notice thereof to the Lender, including all essential terms and
conditions of such proposed offering.  The Lender shall then have ten (10) days
after receipt of such written notice to elect to enter into an agreement with
the Borrower to participate in the proposed offering on the same terms and
conditions as set forth in the Borrower's written notice.  If the Lender
declines to exercise its right of first refusal upon written notice from the
Borrower or fails to notify the Borrower within a 10-day period of an election
to invoke its right of first refusal, the Borrower shall have a period of 30
days to enter into an agreement with such third party from whom it has received
an executed letter of intent for the sale or transfer of the Securities on the
exact terms and conditions that were provided to Borrower in the notice.  In the
event that Borrower does not effect a transfer or sale of the Securities within
the specified thirty-day period, the Lender's right of first refusal shall
continue to be applicable to any subsequent sale or transfer of the Securities
by the Borrower. 

4.5.	Approval of Equity and Debt Issuances.
Borrower and its subsidiaries and affiliates shall not issue any securities,
including options to purchase  securities, or take on any debt (other than the
debt reflected by the Note and trade payables incurred in the ordinary course of
business), without Lender's prior written approval, which approval shall be
given in Lender's sole and absolute discretion. 

4.6 	[Intentionally Deleted]

4.7 	Security Agreements.  In connection with the
Loan made pursuant to this Agreement, the Note shall be secured by a first and
best lien in all of the assets of the Borrower and its subsidiaries and
affiliates, including the shares of capital stock and membership interest in
Popmail Network, Inc., Fan Asylum, Inc. and Café Odyssey, LLC
(collectively, the "Collateral"); except for the Collateral set forth
in Item 4.7 of the Disclosure Schedule, which Lender shall have a lien
and security interest in, which shall be subordinated only to those persons or
entities identified in Item 4.7 of the Disclosure Schedule.  Borrower and
its subsidiaries and affiliates shall execute and deliver security agreements,
financing statements, pledge agreements and all other instruments and agreements
required by Lender that provide for a grant by Borrower and its subsidiaries and
affiliates to Lender of a security interest in all of the Collateral.   Borrower
shall take all other steps  necessary to keep such security interest in Lender
perfected and shall take no action to subordinate Lender's security interest to
any other person or entity without Lender's prior written approval.

4.8 	Default Under Loan Document.  In the event
that a default shall exist under any of the Loan Documents, Lender shall be
authorized to proceed with any and all remedies available to Lender thereunder.
A default under any of the Loan Documents shall constitute a default under each
other Loan Document and shall entitle Lender to pursue any and all remedies
under each or any of the Loan Documents.




Reserving Common Stock For Issuance.  The Borrower
shall at all times while the Warrants or the Lender's conversion and purchase
rights as set forth in the Note are outstanding, reserve and keep available out
of its authorized but unissued stock, such number of duly authorized Common
Stock as shall be sufficient to effect the conversion rights and purchase rights
under the Note and Warrants in accordance with their respective
terms.	

Reclassification of Common Stock.  The Borrower
covenants and agrees that in the event its present Common Stock shall be
reclassified, split, combined or otherwise changed, or in case of any
consolidation or merger of the Borrower with or into another corporation as a
result of which holders of Common Stock become entitled to receive securities or
other assets (including cash) with respect to or in exchange for their Common
Stock (other than a merger with a subsidiary in which merger the Borrower is the
continuing corporation and which does not result in any reclassification,
capital reorganization or other change of outstanding shares of Common Stock) or
in case of any sale, lease or conveyance to another corporation of the property
of the Borrower as an entirety or substantially as an entirety, the Borrower
shall make proper provision as a part of the terms of such reclassification,
split, combination, change, consolidation, merger or sale, that the holder of
the Warrants and the Note will thereafter be entitled to convert it into the
same kind and amount of securities (including in that term, stock of any class
or classes) and other assets as may be issuable or distributable by the terms of
such reclassification, split, combination, change, consolidation, merger or
sale.



	4.11  	Financial Statements. The Borrower
shall: (i) Within 45 days of the end of each quarter, furnish Lender with any
and all filings with the Securities and Exchange Commission including but not
limited to Form 10Q, and  a No Default Certificate in the form which in a form
acceptable to Lender; (ii) within 90 days of its fiscal year end, furnish
audited copies of the Borrower's balance sheet, income statement, and statement
of cash flows as well as a copy of Borrower's Form 10K; and (iii) within 30 days
of filing, the Borrower's consolidated federal income tax return.

	4.12	Taxes, Assessments and Liabilities. The
Borrower shall pay all taxes, assessments, and other liabilities when due,
except for those which are contested in good faith. File all required federal,
state and local tax returns on a timely basis.

	4.13	Notice.  The Borrower shall give the
Lender prompt notice of any: (i) default of this or any other agreement or
contract under which the Borrower or any of its subsidiaries or affiliates are
liable; (ii) environmental penalty, claim or dispute involving more than
$25,000.00; (iii) litigation, government proceeding or investigation filed or
threatened against Borrower or any of its subsidiaries or affiliates, Lender its
directors and officers involving more than $25,000.00; (iv) reportable event
under ERISA; or (v) material change in the business prospects or financial
condition of the Borrower or any of its subsidiaries or affiliates.

	4.14	Corporate Existence and Status.  Borrower
shall maintain its and its subsidiaries' and affiliates' corporate existence and
remain in good standing under the laws of each jurisdiction where the Borrower
and its subsidiaries or affiliates are duly qualified to conduct its
business.

	4.15	Protection of Intellectual Property.
Borrower and its subsidiaries and affiliates shall take all measures necessary
to defend and protect the Intangibles, and not commit or permit any action that
may impair the value of the Intangibles.

	4.16	Liens.   Borrower and its subsidiaries and
affiliates shall not create or permit to exist any Encumbrance with respect to
the Collateral, except for liens created in favor of the Lender hereunder.

	4.17	Compliance with Laws.  Borrower and its
subsidiaries and affiliates shall keep, observe, satisfy and not suffer
violations of any and all  laws, statutes, ordinances and/or regulations.
	

	4.18	Operate in the Ordinary Course.  Borrower
and its subsidiaries and affiliates shall continue to operate their respective
businesses in the ordinary and customary course, and not take any actions which
materially alter the nature or scope of their respective businesses as conducted
on the date of the Closing.

	4.19	Further Assurances.  Borrower and its
subsidiaries and affiliates shall provide Lender with such additional
information or documentation as Lender may request from time to time.
	4.20	Lender's Attorney's Fees.  At the Closing,
Borrower shall pay Lender's attorney's fees it has incurred related to the Loan
up to a maximum of $10,000.
ARTICLE V
DEFAULT AND REMEDIES

	5.1.	Events of Default.  The occurrence
of any one or more of the following events or the existence of one or more of
the following conditions shall, upon 30 days written notice to Borrower,
constitute an "Event of Default" under this Agreement provided
that the events set forth in Sections 5.1(a), 5.1(c), 5.1(f), 5.1(e), 5.1(g),
5.1(h), 5.1(k), 5.1(l) 5.1(n) and 5.1(o) shall constitute an Event of Default
immediately upon their occurrence and Lender shall not be required to provide
the 30 days' written notice for any such events:  



		(a)	Borrower shall fail to pay when due any
installment of principal or interest due under the Note, whether due on the date
provided for therein or by acceleration or otherwise, or Borrower shall fail to
pay when due any other amounts due under any of the Loan Documents;

(b)	Any material breach of a representation or warranty made in writing to
Lender by Borrower or its subsidiaries or affiliates made herein, in any Loan
Documents or in connection with the making of the Loan; 

(c)	The breach, default or violation by Borrower or its subsidiaries or
affiliates of any obligation, agreement or covenant contained in Loan Documents
or any other agreements, certificates or writings executed in connection
herewith by Borrower or its subsidiaries or affiliates; unless the same is cued
within any applicable grace period; 

(d)	any material provision of any of the Loan Documents shall at any time
for any reason cease to be in full force and effect or shall be declared to be
null and void; 

(e)	any litigation or proceeding is pending which may materially adversely
affect the ability of Borrower, its subsidiaries or affiliates to perform its
obligations under the Loan Documents; 



(f)	 the failure of the Borrower or its subsidiaries or
affiliates to comply with 


any other covenants or agreements contained in any of the
Loan Documents and not herein specifically referenced, unless the same is cured
within any applicable grace period; 

(g)	a material part of the operations of the Borrower or any of its
subsidiaries or affiliates shall cease for a period of thirty days; 

(h)	the liquidation, termination or dissolution of Borrower or any of its
subsidiaries or affiliates;

(i)	the occurrence of an event of default (as defined therein) in any of
the Loan Documents other than this Agreement;

(j)	the occurrence of any of the following transactions concerning the
Borrower without the prior written consent of the Lender (which shall be given
in its sole and absolute discretion): (i) the acquisition of the Borrower by
another entity by means of any transaction or series of related transactions
(including, without limitation, the transfer of more than 50% of the voting
power of the Borrower, reorganization, merger, consolidation); or (ii) a sale of
all or substantially all of the assets of the Borrower; unless the Borrower's
shareholders of record as constituted immediately prior to such acquisition or
sale will, immediately after such acquisition or sale (by virtue of securities
issued as consideration for the Borrower's acquisition or otherwise) hold at
least 50% of the voting power of the surviving or acquiring entity;

(k)	the issuance of any securities by Borrower's subsidiaries and
affiliates without the prior written consent of the Lender; 

(l)	the occurrence of any of the following transactions concerning the
Borrower's subsidiaries or affiliates without the prior written consent of the
Lender: (i) the acquisition (in whole or in part) of any subsidiary or affiliate
of the Borrower by another entity or person by means of any transaction or
series of related transactions (including, without limitation, the stock
purchase, stock issuance, reorganization, merger, consolidation); or (ii) a sale
of all or substantially all of the assets of the Borrower; 

(m)	Borrower's Common Stock is de-listed from the Nasdaq National or
SmallCap Market Systems; or 

(n)	if Lender shall reasonably deem itself to be insecure; or

(o)	the occurrence of an event which, with notice, lapse of time or both,
would constitute a default or event of default under the Loan Agreement dated as
of December 1, 2000, as amended, among GSI Ventures, LLC, Borrower, SDKI, PNI,
FAI,  and COL or the other loan documents relating to such loan.  



	5.2.	Remedies.  Upon the
occurrence of any Event of Default hereunder as above provided, and at any time
thereafter, all principal, interest and other amounts payable under the Note
shall, at the option of Lender, become immediately due and payable without
presentment, demand, protest or other notice of any kind, all of which are
expressly waived by Borrower.  Lender may proceed with every remedy available at
law or in equity or provided for in the Loan Documents or in any other document
executed in connection with the Loan, in such order or sequence as Lender may
determine in its sole discretion, including concurrently, independently, or
successively, and all expenses incurred by Lender in connection with any remedy
shall be deemed indebtedness of Borrower to Lender including, but not limited
to, reasonable attorneys' fees incurred by Lender.  
ARTICLE VI
GENERAL PROVISIONS

	6.1.	Amendments.  No provision or term
of the Loan Documents may be amended, modified, revoked, supplemented, waived or
otherwise changed except by a written instrument duly executed by the party from
whom enforcement is sought.  

	6.2.	Borrower Not Released.  Without
affecting any obligation of Borrower under this Agreement, Lender without notice
or demand may renew, extend or otherwise change the terms and conditions of the
Loan.  

	6.3.	Severability.  Whenever possible,
each provision of the Loan Documents shall be interpreted so as to be effective
and valid under New York law.  Should any provision, covenant or agreement
contained in the Loan Documents be deemed invalid, illegal or unenforceable in
any jurisdiction, the validity, legality and enforceability of the remaining
provisions of the Loan Documents shall not be impaired thereby, nor shall the
validity, legality or enforceability of any such defective provision be in any
way affected or impaired in any other jurisdiction.  

	6.4.	Successors and Assigns Bound;
Assignment.  The covenants and agreements contained herein shall bind the
parties hereto and each of their respective successors and assigns.  Borrower
may not assign this Agreement without the prior written consent of Lender.
Subject to the foregoing restriction, this Agreement shall inure to the benefit
of Lender and SDKI, their successors and assigns.  

	6.5.	No Third Party Benefits.  This
Agreement is made for the sole benefit of Borrower, Lender, PNI, FAO, COL, SDKI
and their respective successors and assigns, and no other person or persons
shall have any rights or remedies under or by reason of this Agreement.  

	6.6.	Headings.  The captions and
headings of the paragraphs in the Agreement are for convenience only and are not
used to interpret or define the provisions of the Agreement.  

	6.7.	Governing Law.  This Agreement and
the Loan Documents or any other documents executed in connection with the loan
shall be governed by and interpreted in accordance with the laws of the State of
New York, without regard to New York's conflict of laws principles.  

	6.8.	Conflict.  Should any provision of
any other Loan Documents conflict with any provision of this Agreement, the
provision selected by Lender, in its sole discretion, shall govern and shall be
controlling.  

6.9 	Jurisdiction.  Borrower, by its execution
hereof (i) hereby irrevocably submits to the exclusive jurisdiction of the State
of New York and to the exclusive jurisdiction of the United States District
Court for the Southern District of New York for the purpose of any suit, action
or other proceeding arising out of or based upon this Agreement, the Collateral
or the Loan Documents or the subject matter hereof or thereof brought by Lender,
any holder of the obligations of Borrower under the Loan Documents or their
respective successors or assigns, and (ii) agrees not to assert, by way of
motion, as a defense or otherwise, in any such proceeding, any claim that
Borrower is not subject personally to the jurisdiction of the above-named
courts, that Borrower's property is exempt or immune from attachment or
execution, that any such proceeding brought in one of the above-named courts is
brought in an inconvenient forum, that the venue of any such proceeding brought
in one of the above-named courts in improper, or that this Agreement, the
Collateral or any of the Loan Documents, or the subject matter hereof or
thereof, may not be enforced in or by such court.

6.10	Waiver of Jury.  LENDER AND BORROWER HEREBY
VOLUNTARILY, KNOWINGLY AND INTENTIONALLY WAIVE ANY AND ALL RIGHTS TO TRIAL BY
JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING UNDER THIS AGREEMENT OR
CONCERNING THE LOAN DOCUMENTS AND/OR ANY COLLATERAL CONTEMPLATED THEREBY,
REGARDLESS OF WHETHER SUCH ACTION OR PROCEEDING CONCERNS ANY CONTRACTUAL OR
TORTIOUS OR OTHER CLAIM.  BORROWER ACKNOWLEDGES THAT THIS WAIVER OF JURY TRIAL
IS A MATERIAL INDUCEMENT TO LENDER IN EXTENDING CREDIT, THAT LENDER WOULD NOT
HAVE EXTENDED SUCH CREDIT WITHOUT THIS JURY TRIAL WAIVER, AND THAT BORROWER HAS
BEEN REPRESENTED BY AN ATTORNEY OR HAS HAD AN OPPORTUNITY TO CONSULT WITH AN
ATTORNEY IN CONNECTION WITH THIS JURY TRIAL WAIVER AND UNDERSTANDS THE LEGAL
EFFECT OF THIS WAIVER.

	6.11	Obligations of Subsidiaries of Borrower.
PNI, FAI and COL all acknowledge and agree that each of them shall be bound by
Section 4.8 and all obligations, covenants, representations and warranties that
reference any subsidiary or affiliate of Borrower as if such obligations,
covenants, representations and warranties were fully made by them.  PNI, FAI and
COL further acknowledge and agree that each of them shall receive a material
benefit from the Loan received by Borrower from Lender because without it, PNI,
FAI and COL would no longer be able to continue their business as currently
operated.  The obligations of PNI, FAI and COL hereunder were a material
inducement to Lender to enter into this Agreement.

	6.12	Counterparts.  This Agreement may be
executed in one or more counterparts, each of which shall de deemed to be an
original but all of which together will constitute one and the same instrument.
This Agreement may be executed by facsimile signatures which shall have the same
force and effect as original signatures.

	6.13	Entire Agreement.  This Agreement and all
documents and agreements referred to in this Agreement supersede all prior
understandings, agreements and discussions between the parties concerning this
subject matter, with such prior understandings, agreements and discussions
between the parties being merged into this Agreement, and constitutes the entire
agreement between the parties with regard to this subject matter.

	6.14	Survival.  All of the obligations,
covenants, representations and warranties of Borrower and its subsidiaries and
affiliates shall survive the Closing and any subsequent Closing.

ARTICLE VII

CONDITIONS TO THE CLOSING

7.1	The obligation of Lender to complete the Closing is
subject to the satisfaction of each of the following conditions:

		(i)	Receipt of certified resolutions of Borrower
and its subsidiaries and affiliates authorizing the Loan and the grant of the
security interest in the Collateral to Lender;

		(ii)	Execution of the Loan Documents by Borrower
and its subsidiaries and affiliates, including the Note representing the
proceeds being disbursed at the Closing; 

		(iii)	Receipt of  Borrower's certified resolutions
authorizing the issuance and reservation of shares of Common Stock upon the
exercise of the Warrants and the conversion rights set forth in the Note in a
form satisfactory to Lender.

[Signature Page to Follow]


IN WITNESS WHEREOF, the parties hereto executed this Loan
Agreement as of the date first written above.
BORROWER:
POPMAIL.COM, INC., 

By:						

Its:___________________________

PMI:
POPMAIL NETWORK, INC.

By:						

Its:___________________________

LENDER:
THE SHAAR FUND LTD.,




By:	Shaar Advisory Services, N.V. (the advisor to The
Shaar Fund Ltd.)


By:						

Name:	W.J.Langeveld

Title:		Managing Director

FAI:
FAN ASYLUM, INC.

By:						

Its:___________________________

SDKI:
SDK INVESTMENTS, INC., 

By:						

Stephen D. King
President

COL:
CAFE ODYSSEY, LLC

By:						

Its:___________________________
DISCLOSURE SCHEDULE

ITEM 3.1 	SUBSIDIARIES AND AFFILIATES

ITEM 3.6	LITIGATION





ITEM 3.14 	NAMES OF BUSINESSES; ADDRESSES WHERE COLLATERAL LOCATED;
PRINCIPAL OFFICE ADDRESS OF BORROWER, SUBSIDIARIES AND AFFILIATES

ITEM 3.15	CONTINGENT LIABILITIES





ITEM 4.7	ENCUMBRANCES ON COLLATERAL



113679.5

SCHEDULE 3.1
Subsidiaries and Affiliates




Fan Asylum, Inc.
Popmail Network, Inc.
Cafe Odyssey, LLC
Schedule 3.6
Litigation

The Company entered into a bridge loan transaction on or about October 6,
2000, in which it issued a promissory note in favor of Great Western Business
Services in the principal amount of $600,000.  The note was payable in 30 days
and was secured by certain computer equipment owned by the Company.
Additionally, the lender obtained a "contingent" security interest in
the Company's units of Cafe Odyssey, LLC, which vested upon an event of default
thereunder.  The Company has failed to repay the note and the lender has
recently given the Company notice of such default.  Additionally, the lender has
informed the Company that it intends to retrieve the collateral as soon as is
practicable.  The lender has not given any notice or otherwise communicated to
the Company its intentions with respect to its interest in the Cafe Odyssey
units.   Cafe Odyssey, LLC currently has no assets.

On September 13, 2000, the Company received a Nasdaq Staff Determination
which indicates that the Company fails to comply with its common stock
maintaining a minimum bid price of $1.00 over the previous 30 consecutive
trading days as required by Marketplace Rule 4310 (c)(4). Therefore, in
accordance with Marketplace Rule 4310 (c)(8)(B), PopMail.com was provided 90
calendar days, or until December 12, 2000 to regain compliance with the Rule
for continued listing. There can be no assurances the Panel will grant the
Company's request for continued listing.  The Company has requested a hearing
with Nasdaq to appeal its determination to delist the Company's common stock,
which is scheduled for January 11, 2001.

On August 9, 2000, a lawsuit was filed against Fan Asylum, Inc. and Tim
McQuaid relating to an automobile accident.  The plaintiff in the action seeks
damages in excess of $25,000.  The Company has no other information concerning
this matter at the present time.


Schedule 3.14
Names of Businesses and Addresses






Fan Asylum, Inc.
1250 Folsom Street
San Francisco, CA  94103

Popmail Network, Inc.
1333 Corporate Drive, Suite 350
Irving, TX  75038

Café Odyssey, LLC






500 16th St. Suite 350
Denver, CO  80202



4. 	Cafe Odyssey	
	320 South Avenue
	Mall of America
	Bloomington, MN  55425


Schedule 3.15
Contingent Liabilities

The Kenwood Restaurant opened in December 1996 under the name
Hotel Discovery and was closed by the Company in August 1999. In November 1999,
the Company assigned the related lease (described below) in connection with the
pending sale of restaurant assets to a third party, who subsequently reopened
the restaurant under another name and continues to operate the same. The
property is approximately 17,000 square feet in size on three levels and is
located at the northeast corner of Sycamore Plaza at Kenwood Shopping Center in
Cincinnati, Ohio. Although the third party has paid all payments due under the
lease since November 1999, the Company remains primarily obligated under the
lease. 

The initial term of the lease is 15 years with an option for
two additional five-year periods. The lease provides for the payment of both a
monthly fixed minimum rent and a percentage rent based on gross sales in excess
of an escalating base amount. The monthly fixed minimum rent is $12,833 for the
first five years of the initial lease term, $14,117 for the sixth through tenth
years of the initial lease term, $15,400 for the eleventh through fifteenth
years of the initial lease term.

In addition to the fixed minimum rent, the lease provides for
the payment of a percentage rent equal to 4% of the gross sales from the
restaurant in excess of the following annual gross sales amounts; $3,850,000 for
the first five years of the initial lease term, $4,235,000 for the sixth through
tenth years of the initial lease term, $4,620,000 for the eleventh through
fifteenth years of the initial lease term. No percentage rent was paid in 1998
or 1999. In addition to the fixed minimum rent and percentage rent, the Company
is required to pay its proportionate share of common area maintenance costs;
taxes, insurance, maintenance and operating costs. 
Schedule 4.7
Encumbrances

See Schedule 3.6.



















EX-10.61
33
exh1061.htm
EXHIBIT













Exhibit 10.61



NEITHER THIS NOTE NOR THE SHARES OF COMMON STOCK ISSUABLE
UPON CONVERSION HEREUNDER HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION (TOGETHER, THE
"SECURITIES LAWS") AND MAY NOT BE OFFERED FOR SALE, SOLD OR
OTHERWISE  TRANSFERRED  OR  ENCUMBERED  IN  THE  ABSENCE  OF COMPLIANCE WITH
SUCH SECURITIES LAWS AND UNTIL THE COMPANY (AS DEFINED HEREIN) THEREOF SHALL
HAVE RECEIVED AN OPINION FROM COUNSEL REASONABLY ACCEPTABLE TO IT THAT THE
PROPOSED DISPOSITION WILL NOT VIOLATE ANY APPLICABLE SECURITIES LAWS.  

POPMAIL.COM, INC.

CONVERTIBLE PROMISSORY NOTE
WITH COGNOVIT PROVISION

	Irving, Texas
$200,000.00	December 21, 2000

	THIS CONVERTIBLE PROMISSORY NOTE (the
"Note") is a duly authorized Convertible Promissory Note of
PopMail.com., inc., a corporation duly organized and existing under the laws of
the State of Minnesota (the "Company"), designated as its 12%
Convertible Promissory Note Due January 5, 2002, in an aggregate principal
amount not exceeding U.S. $200,000 (the "Note").

	FOR VALUE RECEIVED, the Company promises to pay to
The Shaar Fund Ltd. ("Holder"), in lawful money of the United
States of America, the principal sum of Two Hundred Thousand Dollars
($200,000.00), together with interest in arrears on the unpaid principal balance
at a rate equal to Twelve Percent (12%) per annum, in the manner provided below.
Interest shall be calculated on the basis of a 360-day year of twelve 30-day
months and accrued on a daily basis for the actual number of days elapsed from
the date hereof on the principal balance from time to time outstanding as
hereinafter provided.

1.	Payments.

 	1.1	Principal and Interest. Accrued interest
under this Note shall be due and payable in quarterly installments on February
1, 2001, May 1, 2001, August 1, 2001 and November 1, 2001 and the entire
outstanding principal balance of the Note, together with all accrued but unpaid
interest thereon, shall be due and payable in full on January 5, 2002 (the
"Maturity Date"). Notwithstanding anything to the contrary
contained herein, upon Holder's consent, which shall be made in its sole and
absolute discretion, Company may pay any portion of the quarterly installments
of accrued interest payable hereunder with shares of Company's common stock, par
value $.01 per share (the "Common Stock").  The value of the
Common Stock used to pay any such quarterly installments of accrued interest
shall be determined by the closing sale price of the Common Stock as reported by
Nasdaq on the preceding trading day before the quarterly installment is
paid.

1.2	Manner of Payment.  Except as otherwise
provided herein, all payments of principal and interest on this Note shall be
made in immediately available funds.  If any payment of principal or interest on
this Note is due on a day which is not a Business Day, such payment shall be due
on the next succeeding Business Day, and such extension of time shall not be
taken into account in calculating the amount of interest payable under this
Note.  "Business Day" means any day other than a Saturday,
Sunday or legal holiday in the State of New York.

1.3	Prepayment.  The Company may, without premium
or penalty, at any time and from time to time, prepay all or any portion of the
outstanding principal balance due under this Note, provided that each such
prepayment is accompanied by the accrued interest on the amount of principal
prepaid calculated to the date of such prepayment.  The Company shall provide
Holder with not less than fifteen (15) days written notice prior to such
prepayment.  In the event a transaction described in Section 4.3 hereof is
contemplated prior to or contemporaneous with prepayment, said written notice
shall include the information specified in the notice made pursuant to Section
4.3 hereof.  
1.4	Default Interest.  Upon the occurrence of an
Event of Default (as defined below), this Note shall accrue interest at a
default rate of interest equal to the lesser of 18% per annum or the maximum
rate permitted under New York Law.

2.	Default.

	2.1	Event of Default.  The occurrence of any
one or more of the following events with respect to Company shall, upon 30 days'
written notice to the Company, constitute an event of default hereunder
("Event of Default") provided that, the events set forth in
Sections 2.1(a), 2.1(b), 2.1(c) and 2.1(d) shall constitute an Event of Default
immediately upon their occurrence and Lender shall not be required to provide
the 30 days written notice for any such event:

(a)	If Company shall fail to pay when due any payment of
principal or interest or other amount due on this Note.

(b)	If, pursuant to or within the meaning of the United
States Bankruptcy Code or any other federal or state law relating to insolvency
or relief of debtors (a "Bankruptcy Law"), the Company shall
(i) commence a voluntary case or proceeding; (ii) consent to the entry of an
order for relief against it in an involuntary case; (iii) consent to the
appointment of a trustee, receiver, assignee, liquidator or similar official;
(iv) make an assignment for the benefit of its creditors; or (v) admit in
writing its inability to pay its debts as they become due.







If a court of competent jurisdiction enters an order or
decree under any Bankruptcy Law that (i) is for relief against the Company in an
involuntary case, (ii) appoints a trustee, receiver, assignee, liquidator or
similar official for the Company or substantially all of the Company=s
properties, or (iii) orders the liquidation of the Company, and in each case the
order or decree is not dismissed within  30 days.





	(d)  	If an event of default occurs as defined in that
certain Loan Agreement executed on or about December 21, 2000 by and between the
Company, Holder, the Company's subsidiaries and SDK Investments, Inc. (the
"Loan Agreement") or an event of default occurs as defined in
any of the Loan Documents, regardless of whether or not such event of default is
caused by Company or any of its subsidiaries or affiliates who are a party to
the Loan Agreement or the Loan Documents.

	(e) 	A breach of any obligation or covenant of Company
set forth in this Note.







Any representation or warranty made in writing to
Holder by Company made in this Note or in connection with the making of the Loan
shall prove at any time to have been incorrect or materially misleading when
made.








Notice by the Company. The Company shall notify
Holder in writing within five days after the occurrence of any Event of Default
of which the Company acquires knowledge.

Remedies.  Upon the occurrence of any Event
of Default hereunder as above provided, and at any time thereafter, all
principal, interest and other amounts payable under this Note shall, at the
option of Holder, become immediately due and payable without presentment,
demand, protest or other notice of any kind, all of which are expressly waived
by Company.  Holder may proceed with every remedy available at law or in equity
or provided for in the Loan Documents or in any other document executed in
connection with the Loan, in such order or sequence as Holder may determine in
its sole discretion, including concurrently, independently, or successively, and
all expenses incurred by Holder in connection with any remedy shall be deemed
indebtedness of Company to Holder including, but not limited to, reasonable
attorneys' fees incurred by Holder.



3.	Conversion.




Holder Conversion.  









The Holder shall have the right, at the Holder's option,
at any time prior to payment in full of the principal balance of this Note, to
convert this Note, in accordance with the provisions of Section 3.2 hereof, in
whole or in part, into fully paid and nonassessable shares of Common Stock (the
"Common Stock") of the Company.  The number of shares of Common
Stock into which this Note may be converted ("Conversion
Shares") shall be determined by dividing: [A] the sum of (i) the
outstanding principal amount of the Note to be converted, (ii) all accrued
interest thereon to the date of conversion, and (iii) all other indebtedness
Company owes Holder under this Note, by [B] the amount equal to 140% of the
"Market Price" of the Common Stock (the "Conversion
Price"). 





 		(b) 	Notwithstanding Section 3.1(a), in the event
that Company has paid any amount it owes to Holder pursuant to this Note
("Partial Payment"), then from the date of the Partial Payment
for a period of 90 days, Holder shall have the right to purchase at a strike
price equal to the Conversion Price (the "Purchase Price") a
certain number of shares of the Common Stock (the "Purchase
Right").  The number of shares of Common Stock that Holder may purchase
shall be determined by dividing the Partial Payment by the Conversion Price.
For purposes of this Note, any shares of Common Stock that Holder purchases
pursuant to its Purchase Right shall be considered Conversion Shares.  The
Purchase Right may be exercised by Holder, in whole or in part, by written
notice to the Company, together with payment by Holder to the Company of the
Purchase Price in immediately available funds.

3.2	Conversion Procedure.

(a)	Notice of Conversion and Purchase Right
Pursuant to Section 3.1.  Before the Holder shall be entitled to convert
this Note into shares of Common Stock, it shall surrender this Note at the
office of the Company and shall give written notice  in the form attached hereto
as Exhibit A (the "Holder Conversion Notice") to the
Company at its principal corporate office, of the election to convert all or a
portion of this Note pursuant to Section 3.1(a).  If this Note is converted in
part only, the Company shall execute and deliver a new note to the Holder
thereof in the principal amount equal to the portion of this Note not so
converted.  Before the Holder may exercise its Purchase Right, it shall give
written notice to the Company at its principal corporate office, of its exercise
of its Purchase Right pursuant to Section 3.1(b) prior to the expiration of the
90-day period the Purchase Right is available.







Mechanics and Effect of Conversion.  No
fractional shares of Common Stock shall be issued upon conversion of this Note
or exercise of the Purchase Right.  Upon the conversion of this Note pursuant to
Section 3.1(a) above, the Holder shall surrender this Note, duly endorsed, at
the principal office of the Company.  At its expense, the Company shall, as soon
as practicable after receiving the Holder Conversion Notice or notice of
Holder's exercise of its Purchase Right, issue and deliver to such Holder at
such principal office a certificate or certificates for the number of shares of
Common Stock to which the Holder shall be entitled upon such conversion or
purchase (bearing such legends as are required by the Loan Agreement or
applicable state and federal securities laws in the opinion of counsel to the
Company), together with a new note for the principal amount of the Note that was
not converted, if any.  Upon conversion of all or a portion of this Note, the
Company shall be forever released from all its obligations and liabilities under
this Note, to the extent of the principal amount so converted.

Market Price.  The term "Market
Price" shall mean the lower of (i) the lowest trade of the Company's
Common Stock as reported by Nasdaq or (ii) the lowest price for which the
Company sells a share of Common Stock, each determined during the period
commencing thirty (30) days prior to the date of the Closing and ending thirty
(30) days after the date of the Closing.  





3.3	Limitations on Conversion.  Unless the Company
shall have obtained the approval of its voting shareholders to such issuance in
accordance with the rules of Nasdaq or any other stock market rules with which
the Company shall be required to comply, but only to the extent required
thereby, the Company shall not issue shares of its Common Stock (i) upon
conversion of any of the principal sum outstanding hereunder, or (ii) as
interest on the principal sum due hereunder, if such issuance of Common Stock,
when added to the number of shares of Common Stock previously issued by the
Company (x) upon conversion of the principal sum due under the Note and (y) in
payment of interest due under the Note, would equal or exceed 20 percent of the
number of shares of the Company's Common Stock that were issued and outstanding
on the date hereof (the "Maximum Issuance Amount").  In the
event that a properly executed Holder Conversion Notice is received by the
Company which would require the Company to issue shares of Common Stock equal to
or in excess of the Maximum Issuance Amount, the Company shall honor such
conversion request by (a) converting the amount of the principal and interest
stated in such conversion notice that is not in excess of the Maximum Issuance
Amount and (b) paying the remaining principal and interest due requested by
Holder to be converted; provided that, Company shall first use its best efforts
to obtain as soon as practicable after obtaining a Holder Conversion Notice the
approval of its voting shareholders to issue Conversion Shares in excess of the
Maximum Issuance Amount.

4.	Anti-Dilution Adjustments.

4.1	Adjustments for Stock Splits and Subdivisions.
In the event the Company should at any time or from time to time after the date
of issuance hereof fix a record date for the effectuation of a split or
subdivision of the outstanding shares of Common Stock or the determination of
holders of Common Stock entitled to receive a dividend or other distribution
payable in additional shares of Common Stock or other securities or rights
convertible into, or entitling the holder thereof to receive directly or
indirectly, additional shares of Common Stock (hereinafter referred to as
"Common Stock Equivalents") without payment of any consideration by
such holder for the additional shares of Common Stock or the Common Stock
Equivalents (including the additional shares of Common Stock issuable upon
conversion or exercise thereof), then, as of such record date (or the date of
such dividend distribution, split or subdivision if no record date is fixed),
the Conversion Price of this Note shall be appropriately decreased so that the
number of shares of Common Stock issuable upon conversion of this Note shall be
increased in proportion to such increase of outstanding shares.

4.2	Adjustments for Reverse Stock Splits. 
If the number of shares of Common Stock outstanding at any time after the date
hereof is decreased by a combination of the outstanding shares of Common Stock
through a reverse stock split, then, following the record date of such
combination, the Conversion Price for this Note shall be appropriately increased
so that the number of shares of Common Stock issuable on conversion of this Note
shall be decreased in proportion to such decrease in outstanding shares.

4.3	Adjust for Reorganization, Reclassification, Merger
and Sale.  If any capital reorganization or reclassification of the capital
stock of the Company, or consolidation or merger of the Company with another
corporation, or the sale of all or substantially all of its assets to another
corporation shall be effected in such a way that holders of the Company's Common
Stock shall be entitled to receive stock, securities or assets with respect to
or in exchange for such common shares, then, as a condition of such
reorganization, reclassification, consolidation, merger or sale, the Holder
shall have the right to convert and receive upon the basis and upon the terms
and conditions specified in this Note and in lieu of the shares of the Common
Stock of the Company immediately theretofore convertible and receivable upon the
exercise of the rights represented hereby, such shares of stock, other
securities or assets as would have been issued or delivered to the Holder as if
it had exercised this Note and had received such shares of common stock prior to
such reorganization, reclassification, consolidation, merger or sale.  The
Company shall not effect any such consolidation, merger or sale, unless prior to
the consummation thereof the successor corporation (if other than the Company)
resulting from such consolidation or merger or the corporation purchasing such
assets shall assume by written instrument executed and mailed to the registered
Holder of this Note at the last address of such Holder appearing on the books of
the Company, the obligation to deliver to such Holder such shares of stock,
securities or assets as, in accordance with the foregoing provisions, such
Holder may be entitled to convert.

4.4	Other Adjustment.  If the Company takes
any other action, or if any other event occurs which does not come within the
scope of the provisions of Sections 4.1 through 4.3, but which should result in
an adjustment in the Conversion Price and/or the number of shares subject to
this Note in order to fairly protect the purchase rights of the Holder, an
appropriate adjustment in such purchase rights shall be made by the Company.

4.5	Reservation of Stock Issuable Upon Conversion.
The Company shall at all times reserve and keep available out of its authorized
but unissued shares of Common Stock solely for the purpose of effecting the
issuance of the Conversion Shares such number of its shares of Common Stock as
shall from time to time be sufficient to issue the Conversion Shares; and if at
any time the number of authorized but unissued shares of Common Stock shall not
be sufficient to effect the issuance of the Conversion Shares,  in addition to
such other remedies as shall be available to the holder of this Note, the
Company will use its best efforts to take such corporate action as may, in the
opinion of Holder's counsel, be necessary to increase its authorized but
unissued shares to such number of shares as shall be sufficient for such
purposes.

5.	Miscellaneous.

5.1	Waiver.  The rights and remedies of Holder
under this Note shall be cumulative and not alternative.  No waiver by Holder of
any right or remedy under this Note shall be effective unless in a writing
signed by Holder.  Neither the failure nor any delay in exercising any right,
power or privilege under this Note will operate as a waiver of such right, power
or privilege and no single or partial exercise of any such right, power or
privilege by Holder will preclude any other or further exercise of such right,
power or privilege or the exercise of any other right, power or privilege.  To
the maximum extent permitted by nonwaivable applicable law, (a) no claim or
right of Holder arising out of this Note can be discharged by Holder, in whole
or in part by a waiver or renunciation of the claim or right unless in a
writing, signed by Holder; (b) no waiver that may be given by Holder will be
applicable except in the specific instance for which it is given; and (c) no
notice to or demand on the Company will be deemed to be a waiver of any
obligation of the Company or of the right of Holder to take further action
without notice or demand as provided in this Note.  The Company hereby waives
presentment, demand, protest and notice of dishonor and protest.

5.2	Notices.  The Company shall give any notice
required or permitted to be given hereunder to the Holder or the Holder to the
Company in accordance with the Loan Agreement. 

5.3	Severability.  If any court of competent
jurisdiction holds any provision in this Note invalid or unenforceable, the
other provisions of this Note will remain in full force and effect. Any
provision of this Note held invalid or unenforceable only in part or degree will
remain in full force and effect to the extent not held invalid or
unenforceable.

5.4	Governing Law.  This Note will be governed by
the laws of the State of New York without regard to conflicts of laws
principles.

5.5	Parties in Interest; Assignment.  This Note
shall bind the Company and its successors and assigns.  Subject to the
provisions of the legend on this Note, the Holder may assign this Note upon
providing Company notice of such assignment.




Section Headings, Construction.  The headings of
Sections in this Note are provided for convenience only and will not affect its
construction or interpretation.  All references to "Section" or
"Sections" refer to the corresponding Section or Sections of this Note
unless otherwise specified.



5.7  	Capitalized Terms.  All capitalized terms
used in this Note and not defined herein shall have the same meaning as in the
Loan Agreement.  
	5.8	Gender.  All words used in this Note will
be construed to be of such gender or number, as the circumstances require.
Unless otherwise expressly provided, the words "hereof" and
"hereunder" and similar references refer to this Note in its entirety
and not to any specific section or subsection hereof.

	5.9 	 JURY WAIVER.  THE UNDERSIGNED AND HOLDER
(BY ITS ACCEPTANCE HEREOF) HEREBY VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND
UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY
DISPUTE (WHETHER BASED UPON CONTRACT TORT OR OTHERWISE) BETWEEN OR AMONG THE
UNDERSIGNED AND HOLDER ARISING OUT OF OR IN ANY WAY RELATED TO THIS DOCUMENT,
ANY OTHER RELATED DOCUMENT, OR ANY RELATIONSHIP BETWEEN HOLDER AND THE
UNDERSIGNED.  THIS PROVISION IS A MATERIAL INDUCEMENT TO HOLDER TO PROVIDE THE
FINANCING DESCRIBED HEREIN OR IN THE OTHER LOAN DOCUMENTS.

5.10	Jurisdiction.  Company, by its execution
hereof (i) hereby irrevocably submits to the exclusive jurisdiction of the State
of New York and to the exclusive jurisdiction of the United States District
Court for the Southern District of New York for the purpose of any suit, action
or other proceeding arising out of or based upon this Note, the Loan Agreement
or any Loan Document or the subject matter hereof or thereof brought by Holder
or its successors or assigns, and (ii) agrees not to assert, by way of motion,
as a defense or otherwise, in any such proceeding, any claim that Company is not
subject personally to the jurisdiction of the above-named courts, that Company's
property is exempt or immune from attachment or execution, that any such
proceeding brought in one of the above-named courts is brought in an
inconvenient forum, that the venue of any such proceeding brought in one of the
above-named courts in improper, or that this Note, the Loan Agreement or any
Loan Document, or the subject matter hereof or thereof, may not be enforced in
or by such court.

CONFESSION OF JUDGMENT.  UPON AN EVENT OF DEFAULT,
COMPANY HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY-AT-LAW TO APPEAR
IN ANY COURT OF RECORD AND TO CONFESS JUDGMENT AGAINST COMPANY FOR THE UNPAID
AMOUNT OF THIS NOTE, PLUS ATTORNEYS' FEES AS PROVIDED IN THIS NOTE, PLUS COSTS
OF SUIT, AND TO RELEASE ALL ERRORS, AND WAIVE ALL RIGHTS OF APPEAL.   IF A COPY
OF THE NOTE, VERIFIED BY AN AFFIDAVIT, SHALL HAVE BEEN FILED IN THE PROCEEDING,
IT WILL NOT BE NECESSARY TO FILE THE ORIGINAL AS A WARRANT OF ATTORNEY.  COMPANY
WAIVES THE RIGHT TO ANY STAY OF EXECUTION AND THE BENEFIT OF ALL EXEMPTION LAWS
NOW OR HEREAFTER IN EFFECT. NO SINGLE EXERCISE OF THE FOREGOING WARRANT AND
POWER TO CONFESS JUDGMENT WILL BE DEEMED TO EXHAUST THE POWER, WHETHER OR NOT
ANY SUCH EXERCISE SHALL BE HELD BY ANY COURT TO BE INVALID, VOIDABLE, OR VOID;
BUT THE POWER WILL CONTINUE UNDIMINISHED AND MAY BE EXERCISED FROM TIME TO TIME
AS HOLDER MAY ELECT UNTIL ALL AMOUNTS OWING ON THIS NOTE HAVE BEEN PAID IN
FULL.

WARNING - BY SIGNING THIS PAPER YOU GIVE UP YOUR
RIGHT TO NOTICE AND COURT TRIAL.  IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY
BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN
BE USED TO COLLECT FROM REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE
CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY
WITH THE AGREEMENT, OR ANY OTHER CAUSE.


IN WITNESS WHEREOF, the Company has executed and
delivered this Note as of the date first stated above.

POPMAIL.COM, INC.


By:______________________________
Title:____________________________



Acknowledged and agreed to this 
21st day of December, 2000.


THE SHAAR FUND LTD.,



By:	Shaar Advisory Services, N.V.

 (the advisor to The Shaar Fund Ltd.)


By:  						


Name:   W. J. Langeveld

Title:      Managing Director





	EXHIBIT A



NOTICE OF CONVERSION
AT THE ELECTION OF THE HOLDER

(To Be Signed Only Upon Conversion of Note)


TO POPMAIL.COM, INC.

The undersigned, the holder of the foregoing Note, hereby
surrenders such Note for conversion into shares of Common Stock of POPMAIL.COM,
INC., to the extent of $_____ of the unpaid principal amount of such Note, and
requests that the certificates for such shares be issued  in  the  name  of,
and  delivered  to,  ______________  whose  address  is
________________________________.  


Dated: __________________________________



_________________________________














 (Signature must conform in all respects to 













name of holder as specified on the face of 
the Note)



_________________________________
(Address)


EX-10.62
34
exh1062.htm
EXHIBIT











Exhibit 10.62


AMENDMENT NO. 2 TO THE LOAN AGREEMENT AND NOTES


	This Amendment No. 2 to the Loan Agreement and Notes is entered into
on February 8, 2001 by and among GSI Ventures, LLC, an Ohio limited liability
company ("Lender") PopMail.com, inc., a Minnesota corporation (the
"Borrower"), SDK Investments, Inc., an Ohio corporation ("SDKI"),
PopMail Network, Inc., a Texas corporation ("PNI"), Fan Asylum, Inc., a
California corporation ("FAI"), Café Odyssey, LLC, a Minnesota
limited liability company ("COL") to amend (i) that certain Loan
Agreement dated December 1, 2000, as amended on December 8, 2000, by and between
the parties hereto, and (ii) the Notes (as defined below). 

	In consideration of the mutual covenants and agreements contained herein
and other good and valuable consideration, the receipt, sufficiency and adequacy
of which are hereby acknowledged, the parties hereby covenant and agree as
follows:



Amendment to Agreement. The parties do hereby agree to amend the
Agreement as follows:



New Section 2.4.  A new Section 2.4 is hereby added to the Agreement
immediately following Section 2.3 and reads as follows:








Particular Provisions in the Warrants.  The Lender Warrant issued
pursuant to this Agreement shall include a provision that, at the sole
discretion of the Lender, allows for the issuance of shares of Common Stock to
the members of the Lender upon exercise of the Lender Warrant. All Warrants
issued pursuant to this Agreement shall have a provision substantially similar
to the following:





Notwithstanding anything herein to the contrary, in no event shall the
holder be permitted to exercise this Warrant for shares of Common Stock to the
extent that (x) the number of shares of Common Stock beneficially owned by such
Holder (other than shares of Common Stock issuable upon exercise of this
Warrant) plus (y) the number of shares of Common Stock issuable upon exercise of
this Warrant, would be equal to or exceed 4.9% of the number of shares of Common
Stock then issued and outstanding, including shares issuable upon exercise of
this Warrant held by such holder after application of this Section ___.  As used
herein, beneficial ownership shall be determined in accordance with Section
13(d) of the Exchange Act.  To the extent that the limitation contained in this
Section ___ applies, the determination of whether this Warrant is exercisable
(in relation to other securities owned by the holder) and of which a portion of
this Warrant is exercisable shall be in the sole discretion of such holder, and
the submission of a Notice of Exercise shall be deemed to be such holder's
determination of whether this Warrant is exercisable (in relation to other
securities owned by such holder) and of which portion of this Warrant is
exercisable, in each case subject to such aggregate percentage limitation, and
the Company shall have no obligation to verify or confirm the accuracy of such
determination.  Nothing contained herein shall be deemed to restrict the right
of a holder to exercise this Warrant into shares of Common Stock at such time as
such exercise will not violate the provisions of this Section ___.  The
provisions of this Section ___ may be waived by the Holder of this Warrant upon,
at the election of the Holder, with 61 days' prior notice to the Company, and
the provisions of this Section ___ shall continue to apply until such
61st day (or such later date as may be specified in such notice of
waiver).  No exercise of this Warrant in violation of this Section ___ but
otherwise in accordance with this Warrant shall affect the status of the Common
Stock issued upon such exercise as validly issued, fully-paid and
nonassessable.






New Section 1.7.  A new Section 1.7 is added to the Agreement
immediately following Section 1.6,  and  reads as follows:





Limitations on Issuance of Common Stock.  The Notes issued pursuant to
this Agreement shall include a provision substantially similar to the
following:


Notwithstanding anything herein to the contrary, in no event shall the
Holder be permitted to receive Conversion Shares upon exercising its conversion
rights or Common Stock as payment for accrued interest on this Note
(collectively referred to as "Conversion Rights") to the extent that
(x) the number of shares of Common Stock beneficially owned by the Holder (other
than shares of Common Stock issuable upon exercise of Holder's Conversion
Rights) plus (y) the number of shares of Common Stock issuable upon exercise of
the Holder's Conversion Rights, would be equal to or exceed 4.9% of the number
of shares of Common Stock then issued and outstanding, including shares issuable
upon exercise of the Holder's Conversion Rights after application of this
Section ___.  As used herein, beneficial ownership shall be determined in
accordance with Section 13(d) of the Securities Exchange Act of 1934 (the
"Exchange Act").  To the extent that the limitation contained in this
Section ___ applies, the determination of whether Holder may exercise its
Conversion Rights (in relation to other securities owned by the Holder) and of
which a portion of the Conversion Rights are exercisable shall be in the sole
discretion of the Holder, and the submission of a Holder Conversion Notice (or
written notice in the case of payment of accrued interest in shares of Common
Stock) shall be deemed to be the Holder's determination of whether the
Conversion Rights are exercisable (in relation to other securities owned by the
Holder) and of which portion of the Conversion Rights are exercisable, in each
case subject to such aggregate percentage limitation, and the Company shall have
no obligation to verify or confirm the accuracy of such determination.  Nothing
contained herein shall be deemed to restrict the right of the Holder to exercise
its Conversion Rights at such time as such exercise will not violate the
provisions of this Section ___.  The provisions of this Section ___ may be
waived by the Holder upon, at the election of the Holder, 61 days' prior notice
to the Company, and the provisions of this Section ___ shall continue to apply
until such 61st day (or such later date as may be specified in such
notice of waiver).  No exercise of the Conversion Rights in violation of this
Section ___ but otherwise in accordance with this Note shall affect the status
of the Common Stock issued upon such exercise as validly issued, fully-paid and
nonassessable.


Amendment To Notes.  Those certain series of Convertible Promissory
Notes With Cognovit Provision issued by the Company pursuant to the Agreement
and dated December 1, 2000 in the amount of $400,000, December 8, 2000 in the
amount of $100,000, December 13, 2000 in the amount of $100,000 and December 15,
2000 in the amount of $100,000 (collectively the "Notes" or
individually as a "Note") are hereby amended as follows:





New Section 3.4.  A new Section 3.4 is added to the Notes immediately
following Section 3.3, which shall read as follows:

Limitations on Issuance of Common Stock.  Notwithstanding anything
herein to the contrary, in no event shall the Holder be permitted to receive
Conversion Shares upon exercising its conversion rights or Common Stock as
payment for accrued interest on this Note (collectively referred to as
"Conversion Rights") to the extent that (x) the number of shares of
Common Stock beneficially owned by the Holder (other than shares of Common Stock
issuable upon exercise of Holder's Conversion Rights) plus (y) the number of
shares of Common Stock issuable upon exercise of the Holder's Conversion Rights,
would be equal to or exceed 4.9% of the number of shares of Common Stock then
issued and outstanding, including shares issuable upon exercise of the Holder's
Conversion Rights after application of this Section 3.4.  As used herein,
beneficial ownership shall be determined in accordance with Section 13(d) of the
Securities Exchange Act of 1934 (the "Exchange Act").  To the extent
that the limitation contained in this Section 3.4 applies, the determination of
whether Holder may exercise its Conversion Rights (in relation to other
securities owned by the Holder) and of which a portion of the Conversion Rights
are exercisable shall be in the sole discretion of the Holder, and the
submission of a Holder Conversion Notice (or written notice in the case of
payment of accrued interest in shares of Common Stock) shall be deemed to be the
Holder's determination of whether the Conversion Rights are exercisable (in
relation to other securities owned by the Holder) and of which portion of the
Conversion Rights are exercisable, in each case subject to such aggregate
percentage limitation, and the Company shall have no obligation to verify or
confirm the accuracy of such determination.  Nothing contained herein shall be
deemed to restrict the right of the Holder to exercise its Conversion Rights at
such time as such exercise will not violate the provisions of this Section 3.4.
The provisions of this Section 3.4 may be waived by the Holder upon, at the
election of the Holder, 61 days' prior notice to the Company, and the provisions
of this Section 3.4 shall continue to apply until such 61st day (or
such later date as may be specified in such notice of waiver).  No exercise of
the Conversion Rights in violation of this Section 3.4 but otherwise in
accordance with this Note shall affect the status of the Common Stock issued
upon such exercise as validly issued, fully-paid and nonassessable.

Section 3.2(c).  Section 3.2(c) is hereby amended and superceded in
its entirety with the following:



(c)	Market Price.  The term "Market Price" shall mean
$.125.


Capitalized Terms.  All capitalized terms not otherwise defined
herein shall have the same meaning as in the Agreement or the Notes.

<SIGNATURE PAGE TO FOLLOW>

In Witness Whereof, the parties hereto have executed this Amendment No 2 to
the Loan Agreement and Notes as of the date first written above.

BORROWER:
POPMAIL.COM, INC., 

By:						

Its:___________________________

PMI:
POPMAIL NETWORK, INC.

By:						

Its:___________________________

LENDER:
GSI VENTURES, LLC,

By: SDK INVESTMENTS, INC., Manager
By:___________________________________
Stephen D. King
President

FAI:
FAN ASYLUM, INC.

By:						

Its:___________________________

SDKI:
SDK INVESTMENTS, INC., 

By:						

Stephen D. King
President

COL:
CAFE ODYSSEY, LLC

By:						

Its:___________________________






















EX-10.63
35
exh1063.htm
EXHIBIT











Exhibit 10.63


	STOCK PURCHASE AGREEMENT


	BETWEEN


	TIM McQUAID 


	AND


	PopMail.com, inc.



	February 14, 2001





	STOCK PURCHASE AGREEMENT

This Agreement entered into as of February 14, 2001, by and among
PopMail.com, inc., a Minnesota corporation ("Seller" and/or
"Shareholder"), and Tim McQuaid ("Buyer"). The Seller and
Buyer are referred to collectively herein as the "Parties," and
individually as a "Party."

The Seller owns all of the outstanding capital stock of Fan Asylum, Inc., a
California corporation (the "Target").

This Agreement contemplates a transaction in which the Buyer will purchase
from the Seller, and the Seller will sell to the Buyer, all of the outstanding
capital stock of the Target in return for cash and the other consideration set
forth herein.


1. Definitions.


"Adverse Consequences" means all actions, suits, proceedings,
hearings, investigations, charges, complaints, claims, demands, injunctions,
judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs,
reasonable amounts paid in settlement, liabilities, obligations, taxes, liens,
losses, expenses, and fees, including court costs and reasonable attorneys' fees
and expenses.

"Affiliate" has the meaning set forth in Rule 12b-2 of the regulations
promulgated under the Securities Exchange Act.

"Affiliated Group" means any affiliated group within the meaning of
Code  1504(a) or any similar group defined under a similar provision of state,
local or foreign law.

"Allocable Portion" means with respect to the share of any Seller in a
particular amount that fraction equal to the number of Target Shares the Seller
holds as set forth in  4(b) of the Disclosure Schedule over the total number of
outstanding Target Shares.

"Buyer" has the meaning set forth in the preface above.




"Cash" means cash and cash equivalents (including marketable
securities and short term investments) calculated in accordance with GAAP
applied on a basis consistent with the preparation of the Financial
Statements.

"Closing" has the meaning set forth in  2(f) below.

"Closing Date" has the meaning set forth in  2(f) below.

"COBRA" means the requirements of Part 6 of Subtitle B of Title I of
ERISA and Code  4980B.

"Code" means the Internal Revenue Code of 1986, as amended.

"Confidential Information" means any information concerning the
businesses and affairs of the Target that is not already generally available to
the public.

"Employee Benefit Plan" means any (a) nonqualified deferred
compensation or retirement plan or arrangement, (b) qualified defined
contribution retirement plan or arrangement which is an Employee Pension Benefit
Plan, (c) qualified defined benefit retirement plan or arrangement which is an
Employee Pension Benefit Plan (including any Multiemployer Plan), or (d)
Employee Welfare Benefit Plan or material fringe benefit or other retirement,
bonus, or incentive plan or program.

"Employee Pension Benefit Plan" has the meaning set forth in ERISA
 3(2).

"Employee Welfare Benefit Plan" has the meaning set forth in ERISA
 3(1).

"Environmental, Health, and Safety Requirements" shall mean all
federal, state, local and foreign statutes, regulations, and ordinances
concerning public health and safety, worker health and safety, and pollution or
protection of the environment, including without limitation all those relating
to the presence, use, production, generation, handling, transportation,
treatment, storage, disposal, distribution, labeling, testing, processing,
discharge, release, threatened release, control, or cleanup of any hazardous
materials, substances or wastes, as such requirements are enacted and in effect
on or prior to the Closing Date.

"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

"ERISA Affiliate" means each entity which is treated as a single
employer with Seller for purposes of Code  414.
"GAAP" means United States generally accepted accounting principles as
in effect from time to time.

"Income Tax" means any federal, state, local, or foreign income tax,
including any interest, penalty, or addition thereto, whether disputed or
not.

"Income Tax Return" means any return, declaration, report, claim for
refund, or information return or statement relating to Income Taxes, including
any schedule or attachment thereto.

"Knowledge" means actual knowledge without independent investigation.

"Multiemployer Plan" has the meaning set forth in ERISA  3(37).

"Ordinary Course of Business" means the ordinary course of business
consistent with part custom and practice (including with respect to quantity and
frequency).

"Party" has the meaning set forth in the preface above.

"PBGC" means the Pension Benefit Guaranty Corporation.

"Person" means an individual, a partnership, a corporation, an
association, a joint stock company, a trust, a joint venture, an unincorporated
organization, or a governmental entity (or any department, agency, or political
subdivision thereof).

"Purchase Price" has the meaning set forth in  2(b) below.

"Reportable Event" has the meaning set forth in ERISA  4043.

"Securities Act" means the Securities Act of 1933, as amended.

"Securities Exchange Act" means the Securities Exchange Act of 1934,
as amended.

"Security Interest" means any mortgage, pledge, lien, encumbrance,
charge, or other security interest, other than (a) mechanic's, materialmen's,
and similar liens, (b) liens for taxes not yet due and payable or for taxes that
the taxpayer is contesting in good faith through appropriate proceedings, (c)
purchase money liens and liens securing rental payments under capital lease
arrangements, and (d) other liens arising in the Ordinary Course of Business and
not incurred in connection with the borrowing of money.

"Seller" has the meaning set forth in the preface above.

"Subsidiary" means any corporation with respect to which a specified
Person (or a Subsidiary thereof) owns a majority of the common stock or has the
power to vote or direct the voting of sufficient securities to elect a majority
of the directors.

"Target" has the meaning set forth in the preface above.

"Target Share" means any share of the Common Stock of the Target.

"Third Party Claim" has the meaning set forth in  8(d) below.

2. Purchase and Sale of Target Shares.


(a) Basic Transaction. On and subject to the terms and conditions of
this Agreement, the Buyer agrees to purchase from the Seller, the Seller agrees
to sell to the Buyer, all of its Target Shares for the consideration specified
below in this  2.

(b) Purchase Price. The Buyer agrees to pay to the Seller at the
Closing the "Purchase Price" by delivery of (i) $100,000 in cash by wire
transfer or other delivery of immediately available funds (disbursement of which
is subject to post-closing covenants as described herein), (ii) the forfeiture
of all rights to receive additional PopMail stock, beyond the 87,673 shares
purchased on or about October 12, 2000 which are currently in escrow and to
which he is currently entitled and (iii) the release of all claims against
Seller, Seller's subsidiaries, past and present officers and directors of Seller
and Seller's subsidiaries, and agents, attorneys, consultants and employees of
Seller.  In addition, (A) McQuaid shall not be entitled to the 280,000 earn-out
shares or any shares which would otherwise be issued in connection with his
reset rights under the agreement by which PopMail.com, inc. bought the shares of
Fan Asylum and (B) PopMail.com, inc. shall have a 15% carried interest in
Target, such that if Target shall be sold before January 31, 2004, PopMail.com,
inc. shall receive 15% of the net sales proceeds arising from the sale of
Target.

(c)  Liabilities of Target.  Buyer takes the stock of Target subject
to all the liabilities of Target as they existed as of the Closing Date.

(d)	Releases.  On Closing, Buyer shall release
Seller of any and all claims it may have up through the date of Closing of this
Agreement.  Seller shall release Buyer, Buyer's subsidiaries, past and present
officers and directors of Buyer and Buyer's subsidiaries, and agents, attorneys,
consultants and employees of Buyer of any and all claims it may have against
Buyer up through the date of Closing of this Agreement, including any rights
under the Covenant not to Compete contained in the  June 14, 2000 Stock Purchase
Agreement and/or Employment Agreement and/or Non-Compete Agreement between Tim
McQuaid and Popmail.com and Fan Asylum, Inc. (together, the "2000 Stock
Purchase Agreement").

(e)  Popmail Shares.  The 87,673 shares of
PopMail.com, inc. referenced in 2(b) above shall be released from escrow to
Buyer upon the Closing, and shall be included in the next registration statement
which PopMail.com, inc. prepares and be `locked up' (no public sale allowed) for
90 days from the Closing Date.  Provided, however, that if said registration
statement is not accepted, PopMail.com, inc. agrees to include said share on
each subsequent registration statement which it files for any stock of the same
class. 

(f) The Closing. The closing of the transactions
contemplated by this Agreement (the "Closing") shall take place at the
offices of McQuaid, Metzler, Bedford & Van Zandt, commencing at 5:00 p.m.
local time on or before February 15, 2001 or such other date as the Buyer and
Seller may mutually determine (the "Closing Date).

(g) Deliveries at the Closing. At the Closing, (i) the
Seller will deliver to the Buyer the various certificates, instruments, and
documents referred to in  7(a) below, (ii) the Buyer will deliver to the Seller
the various certificates, instruments, and documents referred to in  7(b) below,
(iii) the Seller will deliver to the Buyer stock certificates representing all
of his or its Target Shares, endorsed in blank or accompanied by duly executed
assignment documents, and will deliver all of Target's corporate and financial
records, and the releases of liens described in   3(a)(v) below, iv) the Buyer
will deliver to Seller the cash consideration specified in  2(b) above, and (v)
the Seller will deliver to the Buyer the shares of PopMail.com, inc. described
in  2(e) above. 

3. Representations and Warranties Concerning the
Transaction.


(a) Representations and Warranties of the Seller.
Seller represents and warrants to the Buyer that the statements contained in
this  3(a) are correct and complete as of the date of this Agreement and will be
correct and complete as of the Closing Date (as though made then and as though
the Closing Date were substituted for the date of this Agreement throughout this
 3(a)) with respect to himself or itself, except as set forth herein.

(i) Organization of Seller. Seller is a corporation
duly organized, validly existing, and in good standing under the laws of the
jurisdiction of its incorporation.

(ii) Authorization of Transaction. The Seller has full
power and authority (including, if the Seller is a corporation, full corporate
power and authority) to execute and deliver this Agreement and to perform his or
its obligations hereunder. This Agreement constitutes the valid and legally
binding obligation of the Seller, enforceable in accordance with its terms and
conditions. The Seller need not give any notice to, make any filing with, or
obtain any authorization, consent, or approval of any government or governmental
agency in order to consummate the transactions contemplated by this
Agreement.

(iii) Noncontravention. Other than the liens
specifically identified in  3(a)(v) below, neither the execution and the
delivery of this Agreement, nor the consummation of the transactions
contemplated hereby, will (A) violate any constitution, statute, regulation,
rule, injunction, judgment, order, decree, ruling, charge, or other restriction
of any government, governmental agency, or court to which the Seller is subject
or, if the Seller is a corporation, any provision of its charter or bylaws or
(B) conflict with, result in a breach of, constitute a default under, result in
the acceleration of, create in any party the right to accelerate, terminate,
modify, or cancel, or require any notice under any agreement, contract, lease,
license, instrument, or other arrangement to which the Seller is a party or by
which it is bound or to which any of its assets is subject.

(iv) Brokers' Fees. The Seller has no liability or
obligation to pay any fees or commissions to any broker, finder, or agent with
respect to the transactions contemplated by this Agreement for which the Buyer
could become liable or obligated.

(v) Target Shares. The Seller holds of record and owns
beneficially 1,000 Target Shares, free and clear of any restrictions on transfer
(other than restrictions under the Securities Act and state securities laws),
taxes, Security Interests, options, warrants, purchase rights, contracts,
commitments, equities, claims, and demands.  The Seller is not a party to any
option, warrant, purchase right, or other contract or commitment that could
require the Seller to sell, transfer, or otherwise dispose of any capital stock
of the Target (other than this Agreement). The Seller is not a party to any
voting trust, proxy, or other agreement or understanding with respect to the
voting of any capital stock of the Target.  In addition to, and not by way of
limitation of the foregoing, Seller specifically warrants that it will deliver
the Target Shares free and clear of any liens held or purported to be held by
the Shaar Fund Ltd., SDK Investments, GSI Ventures, LLC, or Stephen King or any
Affiliate of any of them.

(b) Representations and Warranties of the Buyer. Buyer
represents and warrants to the Seller that the statements contained in this
 3(b) are correct and complete as of the date of this Agreement and will be
correct and complete as of the Closing Date (as though made then and as though
the Closing Date were substituted for the date of this Agreement throughout this
 3(b)), except as set forth herein.


(i) Authorization of Transaction. The Buyer has full
power and to execute and deliver this Agreement and to perform his obligations
hereunder. This Agreement constitutes the valid and legally binding obligation
of the Buyer, enforceable in accordance with its terms and conditions. The Buyer
need not give any notice to, make any filing with, or obtain any authorization,
consent, or approval of any government or governmental agency in order to
consummate the transactions contemplated by this Agreement.

(ii) Noncontravention, Neither the execution and the
delivery of this Agreement, nor the consummation of the transactions
contemplated hereby, will (A) violate any constitution, statute, regulation,
rule, injunction, judgment, order, decree, ruling, charge, or other restriction
of any government, governmental agency, or court to which the Buyer is subject
or any provision of its charter or bylaws or (B) conflict with, result in a
breach of, constitute a default under, result in the acceleration of, create in
any party the right to accelerate, terminate, modify, or cancel, or require any
notice under any agreement, contract, lease, license, instrument, or other
arrangement to which the Buyer is a party or by which it is bound or to which
any of its assets is subject.

(iii) Brokers' Fees. Buyer has no liability or
obligation to pay any fees or commissions to any broker, finder, or agent with
respect to the transactions contemplated by this Agreement for which any Seller
could become liable or obligated.

(iv) Investment. The Buyer is not acquiring the Target
Shares with a view to or for sale in connection with any distribution thereof
within the meaning of the Securities Act.

4. Representations and Warranties Concerning the
Target. Subject to the representations and warranties given by the Selling
Shareholders in Article IV of the 2000 Stock Purchase Agreement being correct in
all material respects, Seller makes the following Representations and
Warranties:

(a) Organization, Qualification, and Corporate Power.
Target is a corporation duly organized, validly existing, and in good standing
under the laws of the jurisdiction of its incorporation. 

(b) Capitalization. The entire authorized capital
stock of the Target consists of ten million (10,000,000) Target Shares, of which
one thousand (1,000) Target Shares are issued and outstanding. All of the issued
and outstanding Target Shares have been duly authorized, are validly issued,
fully paid, and nonassessable, and are held of record by. There are no
outstanding or authorized options, warrants, purchase rights, subscription
rights, conversion rights, exchange rights, or other contracts or commitments
that could require the Target to issue, sell, or otherwise cause to become
outstanding any of its capital stock. There are no outstanding or authorized
stock appreciation, phantom stock, profit participation, or similar rights with
respect to the Target.

(c) Title to Tangible Assets. The Target has good and
marketable title to, or a valid leasehold interest in, the material tangible
assets it uses regularly in the conduct of its business.

(d) Tax Matters.  Seller will be responsible for all
state and federal Income Tax Returns that Target is or was required to file
while the Seller owned Target through the Closing Date, and has or will pay all
Income Taxes owing, except where the failure to file Income Tax Returns or to
pay Income Taxes would not have a material adverse effect on the financial
condition of the Target taken as a whole.  Seller covenants that it will not
report in any Income Tax Return or related filing any allocation to Target of
items of income or expenses that is not reflected on the books as maintained by
Target for the time that Seller has been the owner of Target's shares, except to
the extent that such allocation is required by the Code or regulations
thereunder. 

(e) Real Property.  Target owns no real estate, and
leases its current office property from Buyer.

(f) Intellectual Property.  Seller has not transferred
any of the intellectual property held by Target when it was acquired by Seller
to any party.  Any Intellectual Property held by Seller as of the date of
acquisition of Target by Seller, unless it has expired, lapsed or otherwise been
terminated through no fault of Seller, remains the property of Target.  
(g) Contracts. Seller has not caused Target to enter
into any contract not signed by Tim McQuaid.

(h) Litigation. To the Knowledge of Seller, other than
the case of Law and Cerreta v. McQuaid and Fan Asylum, Inc. (Civ. Case No.
314245, San Francisco Superior Court) there is no instance in which the Target
(i) is subject to any outstanding injunction, judgment, order, decree, ruling,
or charge or (ii) is a party to any action, suit, proceeding, hearing, or
investigation of, in, or before any court or quasi-judicial or administrative
agency of any federal, state, local, or foreign jurisdiction, except where the
injunction, judgment, order, decree, ruling, action, suit, proceeding, hearing,
or investigation would not have a material adverse effect on the financial
condition of the Target taken as a whole.

(i) Disclaimer of other Representations and
Warranties. Except as expressly set forth in Sections 2(e), 3 and this
Section 4, the Seller make no representation or warranty, express or implied, at
law or in equity, in respect of the Target, its Subsidiaries, or any of their
respective assets, liabilities or operations, including, without limitation,
with respect to merchantability or fitness for any particular purpose, and any
such other representations or warranties are hereby expressly disclaimed. Buyer
hereby acknowledges and agrees that, except to the extent specifically set forth
in Section 3 and this Section 4, the Buyer is purchasing the Target shares on an
"as-is, where-is" basis.

5. Pre-Closing Covenants. The Parties agree as follows
with respect to the period between the execution of this Agreement and the
Closing.

(a) General. Each of the Parties will use his or its
reasonable best efforts to take all action and to do all things necessary in
order to consummate and make effective the transactions contemplated by this
Agreement (including satisfaction, but not waiver, of the closing conditions set
forth in  7 below).

(b) Exclusivity. Seller will not (and the Seller will
not cause or permit Target to) solicit, initiate, or encourage the submission of
any proposal or offer from any Person relating to the acquisition of all or
substantially all of the capital stock or assets of Target (including any
acquisition structured as a merger, consolidation, or share exchange);
provided, however, that the Seller, the Target, and their directors and
officers will remain free to participate in any discussions or negotiations
regarding, furnish any information with respect to, assist or participate in, or
facilitate in any other manner any effort or attempt by any Person to do or seek
any of the foregoing to the extent their fiduciary duties may require.

6. Post-Closing Covenants. The Parties agree as
follows with respect to the period following the Closing.

(a) General. In case at any time after the Closing any
further action is necessary to carry out the purposes of this Agreement, each of
the Parties will take such further action (including the execution and delivery
of such further instruments and documents) as any other Party reasonably may
request, all at the sole cost and expense of the requesting Party (unless the
requesting Party is entitled to indemnification therefor under  8 below).

(b) Litigation Support. In the event and for so long
as any Party actively is contesting or defending against any action, suit,
proceeding, hearing, investigation, charge, complaint, claim, or demand in
connection with (i) any transaction contemplated under this Agreement or (ii)
any fact, situation, circumstance, status, condition, activity, practice, plan,
occurrence, event, incident, action, failure to act, or transaction on or prior
to the Closing Date involving Target, each of the other Parties shall cooperate
with him or it and his or its counsel in the defense or contest, make available
their personnel, and provide such testimony and access to their books and
records as shall be necessary in connection with the defense or contest, all at
the sole cost and expense of the contesting or defending Party (unless the
contesting or defending Party is entitled to indemnification therefor under  8
below).

(c) Funding.  (i) Any capital (or funding of any kind)
advanced to Target by Seller on or after January 31, 2001 and through the date
of Close shall be reimbursed to Seller at Closing. (ii) Buyer commits to
providing a minimum of $200,000 in funding to Target within 90 days of
Closing.

	(d) Disbursements from Escrows. So long as all other
conditions of this Agreement are satisfied, Buyer and Seller covenant to execute
escrow instructions at Closing which pertain to the escrow held by the law firm
of Maslon Edelman Borman & Brand, LLP (the "Escrow Agent")
instructing the Escrow Agent to disburse $50,000 of $100,000 in its possession
to Seller and to hold the remaining $50,000 in accordance with this Section
6(d). Buyer shall thereafter cause Target to endeavor to secure a suitable fan
club contract with Aerosmith. Seller shall file a registration statement which
includes Buyer's 87,673 shares of PopMail.com, inc. described in sections 2(b)
and 2(e) above. If and only if a contract with Aerosmith is secured, and said
registration statement is filed, both to be consummated no later than 60 days
following the Closing, then Buyer and Seller covenant to execute further escrow
instructions  to the Escrow Agent instructing it to disburse the remaining
$50,000 of $100,000 in its possession to Seller. If either condition is not
satisfied within 60 days following the Closing, then the Escrow Agent shall
return the remaining $50,000 in funds in its possession to Buyer, and Buyer
shall have no further obligation 
to Seller.


7. Conditions to Obligation to Close.


(a) Conditions to Obligation of the Buyer. The
obligation of the Buyer to consummate the transactions to be performed by it in
connection with the Closing is subject to satisfaction of the following
conditions:

(i) the representations and warranties set forth in  3(a) and
 4 above shall be true and correct in all material respects at and as of the
Closing Date;

(ii) the Seller shall have performed and complied with all of
its covenants hereunder in all material respects through the Closing;

(iii) there shall not be any injunction, judgment, order,
decree, ruling, or charge in effect preventing consummation of any of the
transactions contemplated by this Agreement;

(iv) the Seller shall have delivered to the Buyer a
certificate to the effect that each of the conditions specified above in
 7(a)(i)-(iii) is satisfied in all respects; 

(v) all actions to be taken by the Seller in connection with
consummation of the transactions contemplated hereby and all certificates,
opinions, instruments, and other documents required to effect the transactions
contemplated hereby will be satisfactory in form and substance to the Buyer.

The Buyer may waive any condition specified in this  7(a) if
it executes a writing so stating at or prior to the Closing.

(b) Conditions to Obligation of the Seller. The
obligation of the Seller to consummate the transactions to be performed by them
in connection with the Closing is subject to satisfaction of the following
conditions:

(i) the representations and warranties set forth in  3(b)
above shall be true and correct in all material respects at and as of the
Closing Date;

(ii) the Buyer shall have performed and complied with all of
its covenants hereunder in all material respects through the Closing;

(iii) there shall not be any injunction, judgment, order,
decree, ruling, or charge in effect preventing consummation of any of the
transactions contemplated by this Agreement;

(iv) the Buyer shall have delivered to the Seller a
certificate to the effect that each of the conditions specified above in
 7(b)(i)-(iii) is satisfied in all respects;

(v) Seller's Board of Directors shall have approved and
Seller's secured lenders shall have approved and released all liens on Target
Stock and Target assets;

(vi) all actions to be taken by the Buyer in connection with
consummation of the transactions contemplated hereby and all certificates,
opinions, instruments, and other documents required to effect the transactions
contemplated hereby will be [reasonably] satisfactory in form and substance to
the Requisite Seller.

Seller may waive any condition specified in this  7(b) if it
executes a writing so stating at or prior to the Closing.
8. Survival of Representations and Warranties.


Other than as set forth in  4(d) and in  4(f) above, none of
the representations and warranties of the Seller contained in  4 above shall
survive the Closing hereunder. All of the representations and warranties of the
Parties contained in  3 above shall survive the Closing (unless the damaged
Party knew or had reason to know of any misrepresentation or breach of warranty
at the time of Closing) and continue in full force and effect forever thereafter
(subject to any applicable statutes of limitations).

9. Termination.


(a) Termination of Agreement. Certain of the Parties
may terminate this Agreement as provided below:

(i) Buyer and Seller may terminate this Agreement by mutual
written consent at any time prior to the Closing;

(ii) the Buyer may terminate this Agreement by giving written
notice to Seller at any time prior to the Closing in the event (A) Seller has
given the Buyer any notice pursuant to this Agreement above and (B) the
development that is the subject of the notice has had a material adverse effect
upon the financial condition of the Target taken as a whole;

(iii) the Buyer may terminate this Agreement by giving
written notice to Seller at any time prior to the Closing (A) in the event
Seller has breached any material representation, warranty, or covenant contained
in this Agreement (other than the representations and warranties in  4 above) in
any material respect, the Buyer has notified Seller of the breach, and the
breach has continued without cure for a period of 15 days after the notice of
breach or (B) if the Closing shall not have occurred on or before February 15,
2001, (unless the failure results primarily from the Buyer itself breaching any
representation, warranty, or covenant contained in this Agreement); and

(iv) Seller may terminate this Agreement by giving written
notice to the Buyer at any time prior to the Closing (A) in the event the Buyer
has breached any material representation, warranty, or covenant contained in
this Agreement in any material respect, any of the Seller has notified the Buyer
of the breach, and the breach has continued without cure for a period of 15 days
after the notice of breach or (B) if the Closing shall not have occurred on or
before February 15, 2001, (unless the failure results primarily from Seller
breaching any representation, warranty, or covenant contained in this
Agreement).

(b) Effect of Termination. If any Party terminates
this Agreement pursuant to  9(a) above, all rights and obligations of the
Parties hereunder shall terminate without any liability of any Party to any
other Party (except for any liability of any Party then in breach); provided,
however, that the confidentiality provisions contained herein shall survive
termination.

10. Miscellaneous.


(a) Press Releases and Public Announcements. No Party
shall issue any press release or make any public announcement relating to the
subject matter of this Agreement without the prior written approval of the Buyer
and Seller; provided, however, that any Party may make any public
disclosure it believes in good faith is required by applicable law or any
listing or trading agreement concerning its publicly-traded securities (in which
case the disclosing Party will use its best efforts to advise the other Parties
prior to making the disclosure).

(b) No Third-Party Beneficiaries. This Agreement shall
not confer any rights or remedies upon any Person other than the Parties and
their respective successors and permitted assigns.

(c) Entire Agreement. This Agreement (including the
documents referred to herein) constitutes the entire agreement among the Parties
and supersedes any prior understandings, agreements, or representations by or
among the Parties, written or oral, to the extent they have related in any way
to the subject matter hereof.

(d) Succession and Assignment. This Agreement shall be
binding upon and inure to the benefit of the Parties named herein and their
respective successors and permitted assigns. No Party may assign either this
Agreement or any of his or its rights, interests, or obligations hereunder
without the prior written approval of the Buyer and Seller; provided,
however, that the Buyer may (i) assign any or all of its rights and
interests hereunder to one or more of its Affiliates and (ii) designate one or
more of its Affiliates to perform its obligations hereunder (in any or all of
which cases the Buyer nonetheless shall remain responsible for the performance
of all of its obligations hereunder).

(e) Counterparts. This Agreement may be executed in
one or more counterparts, each of which shall be deemed an original but all of
which together will constitute one and the same instrument.

(f) Headings. The section headings contained in this
Agreement are inserted for convenience only and shall not affect in any way the
meaning or interpretation of this Agreement.

(g) Notices. All notices, requests, demands, claims,
and other communications hereunder will be in writing. Any notice, request,
demand, claim, or other communication hereunder shall be deemed duly given if
(and then two business days after) it is sent by registered or certified mail,
return receipt requested, postage prepaid, and addressed to the intended
recipient as set forth below:

If to the Seller:		Copy to:


	PopMail.com, inc.		Maslon, Edelman, Borman &
Brand
	Attn:  Stephen Spohn	Attn:  William Mower
	1333 Corporate Drive	3300 Norwest Center
	Suite 350				Minneapolis, Minnesota 55402
	Irving, Texas 75038


If to the Buyer:
Fan Asylum, Inc.
Attn: Tim McQuaid
1250 Folsom Street
San Francisco, CA 94103

Copy to:
	McQuaid, Metzler, Bedford & Van Zandt, LLP
	Attn: J. Dennis McQuaid, Esq.
	221 Main Street, 16th Floor
	San Francisco, CA 94105

Any Party may send any notice, request, demand, claim, or
other communication hereunder to the intended recipient at the address set forth
above using any other means (including personal delivery, expedited courier,
messenger service, telecopy, telex, ordinary mail, or electronic mail), but no
such notice, request, demand, claim, or other communication shall be deemed to
have been duly given unless and until it actually is received by the intended
recipient. Any Party may change the address to which notices, requests, demands,
claims, and other communications hereunder are to be delivered by giving the
other Parties notice in the manner herein set forth.

(h) Governing Law. This Agreement shall be governed by and
construed in accordance with the domestic laws of the State of California
without giving effect to any choice or conflict of law provision or rule
(whether of the State of California or any other jurisdiction) that would cause
the application of the laws of any jurisdiction other than the State of
California.


(i) Amendments and Waivers. No amendment of any
provision of this Agreement shall be valid unless the same shall be in writing
and signed by the Buyer and Seller. No waiver by any Party of any default,
misrepresentation, or breach of warranty or covenant hereunder, whether
intentional or not, shall be deemed to extend to any prior or subsequent
default, misrepresentation, or breach of warranty or covenant hereunder or
affect in any way any rights arising by virtue of any prior or subsequent such
occurrence.

(j) Severability. Any term or provision of this
Agreement that is invalid or unenforceable in any situation in any jurisdiction
shall not affect the validity or enforceability of the remaining terms and
provisions hereof or the validity or enforceability of the offending term or
provision in any other situation or in any other jurisdiction.

(k) Expenses. Each of the Buyer, the Target, and the
Seller will bear its own costs and expenses (including legal fees and expenses)
incurred in connection with this Agreement and the transactions contemplated
hereby. 

(l) Construction. The Parties have participated
jointly in the negotiation and drafting of this Agreement. In the event an
ambiguity or question of intent or interpretation arises, this Agreement shall
be construed as if drafted jointly by the Parties and no presumption or burden
of proof shall arise favoring or disfavoring any Party by virtue of the
authorship of any of the provisions of this Agreement.  Any reference to any
federal, state, local, or foreign statute or law shall be deemed also to refer
to all rules and regulations promulgated thereunder, unless the context requires
otherwise. The word "including" shall mean including without limitation.

(m) Incorporation of Exhibits, Annexes, and Schedules.
The Exhibits, Annexes, and Schedules identified in this Agreement are
incorporated herein by reference and made a part hereof.

IN WITNESS WHEREOF, the Parties hereto have executed this
Agreement as of the date first above written.


PopMail.com, inc. 		PopMail.com, inc.		
Stephen J. Spohn, Secretary		Stephen J. Spohn, C.F.O.




By: ________________________		By: _______________________




TIM McQUAID




By: __________________________	



















EX-10.64
36
exh1064.htm
EXHIBIT











Exhibit 10.64

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE
SECURITIES LAWS OF CERTAIN STATES.  THESE SECURITIES ARE SUBJECT TO RESTRICTIONS
ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM.  HOLDERS SHOULD BE AWARE THAT THEY MAY BE
REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD
OF TIME.  THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN
FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED
TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE
SECURITIES LAWS.
PROMISSORY NOTE
$100,000.00		March 2, 2001
Minneapolis, MN
Subject to the terms and conditions of this Note, for good and valuable
consideration received in the form of fifty thousand dollars ($50,000) on March
2, 2001 and fifty thousand dollars ($50,000) on February 1, 2001, PopMail.com,
Inc., a Minnesota corporation (the "Company"), promises to pay to the
order of The Shaar Fund Ltd. (the "Holder"), the principal amount of
one hundred thousand dollars ($100,000.00), plus simple interest accrued on
unpaid principal from the date of this Note until paid at the rate of twelve
percent (12%) per annum, payable on demand.
The following is a statement of the rights of the Holder and the terms and
conditions to which this Note is subject, and to which the Holder hereof, by the
acceptance of this Note, agrees.  Neither Holder, its principals or affiliates
have any other obligations, liabilities or responsibilities to the Company
except as expressly set forth in this Note or as may otherwise be agreed to in
writing by the parties.
Payment.  The principal and accrued interest under this Note will be
paid to the Holder within five (5) days of demand by the Holder (the
"Maturity Date").  All payments of principal and/or interest under
this Note will be made by mail to the address of record of the Holder.

Events of Default.  If the Company defaults in the payment of any part
of the principal or interest of this Note when due and payable, and if such
default is not cured by the Company within five (5) business days after the
Holder has given the Company written notice of such default, then the Holder may
declare the entire unpaid principal and accrued interest on this Note
immediately due and payable, by notice in writing to the Company, without any
other presentment, demand, protest or other notice of any kind or character, all
of which are hereby expressly waived, anything herein to the contrary
notwithstanding.  
Assignment.  The rights and obligations of the Company and the Holder
will be binding upon and inure to the benefit of the successors, assigns, heirs,
administrators and transferees of the parties.  The Company may not assign this
Note without the express written consent of Holder. 
Waiver and Amendment.  Any provision of this Note may be amended,
waived or modified upon the written consent of the Company and the Holder.
Notices.  Any notice, request or other communication required or
permitted hereunder will be in writing and shall be deemed to have been duly
given if delivered (i) personally or telephonically (including by
facsimile), (ii) by email (if receipt thereof is confirmed by a separate message
delivered by the recipient to the sender), (iii) by courier, or (iv) mailed
by registered or certified mail, postage prepaid, at the respective addresses of
the parties as set forth herein.  Notice to the Holder shall be provided to: The
Shaar Fund Ltd., c/o Levinson Capital Management, Attention: Samuel Levinson, 2
World Trade Center, Suite 1820, New York, NY 10048.  Any party hereto may by
notice so given change its address for future notice under this Note.  Notice
will conclusively be deemed to have been given when personally delivered or when
deposited in the mail or delivered to a courier, or when sent by email following
confirmation in the manner set forth above and will be deemed to have been
received when delivered.  
Governing Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of Minnesota, excluding that body of law
relating to conflict of laws.
Headings.  All headings used herein are used for convenience only and
will not be used to construe or interpret this Note.  
IN WITNESS WHEREOF, the parties have caused this Note to be issued on March
2, 2001.
"COMPANY":
PopMail.com, Inc.


By: 		Stephen J. Spohn
Title: 		CFO
Address: 	PopMail.com, Inc.
		1333 Corporate Drive, Suite 350
		Irving, TX 75038


















EX-10.65
37
exh1065.htm
EXHIBIT













Exhibit 10.65


THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE
SECURITIES LAWS OF CERTAIN STATES.  THESE SECURITIES ARE SUBJECT TO RESTRICTIONS
ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM.  HOLDERS SHOULD BE AWARE THAT THEY MAY BE
REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD
OF TIME.  THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN
FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED
TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE
SECURITIES LAWS.
PROMISSORY NOTE
$80,000.00		March 13, 2001
Minneapolis, MN
Subject to the terms and conditions of this Note, for good and valuable
consideration received in the form of fifty thousand dollars ($50,000) on March
13, 2001 and thirty thousand dollars ($30,000) on March 16, 2001, PopMail.com,
Inc., a Minnesota corporation (the "Company"), promises to pay to the
order of The Shaar Fund Ltd. (the "Holder"), the principal amount of
eighty thousand dollars ($80,000.00), plus simple interest accrued on unpaid
principal from the date of this Note until paid at the rate of twelve
percent (12%) per annum, payable on demand.
The following is a statement of the rights of the Holder and the terms and
conditions to which this Note is subject, and to which the Holder hereof, by the
acceptance of this Note, agrees.  Neither Holder, its principals or affiliates
have any other obligations, liabilities or responsibilities to the Company
except as expressly set forth in this Note or as may otherwise be agreed to in
writing by the parties.
Payment.  The principal and accrued interest under this Note will be
paid to the Holder within five (5) days of demand by the Holder (the
"Maturity Date").  All payments of principal and/or interest under
this Note will be made by mail to the address of record of the Holder.

Events of Default.  If the Company defaults in the payment of any part
of the principal or interest of this Note when due and payable, and if such
default is not cured by the Company within five (5) business days after the
Holder has given the Company written notice of such default, then the Holder may
declare the entire unpaid principal and accrued interest on this Note
immediately due and payable, by notice in writing to the Company, without any
other presentment, demand, protest or other notice of any kind or character, all
of which are hereby expressly waived, anything herein to the contrary
notwithstanding.  
Assignment.  The rights and obligations of the Company and the Holder
will be binding upon and inure to the benefit of the successors, assigns, heirs,
administrators and transferees of the parties.  The Company may not assign this
Note without the express written consent of Holder.
Waiver and Amendment.  Any provision of this Note may be amended,
waived or modified upon the written consent of the Company and the Holder.
Notices.  Any notice, request or other communication required or
permitted hereunder will be in writing and shall be deemed to have been duly
given if delivered (i) personally or telephonically (including by
facsimile), (ii) by email (if receipt thereof is confirmed by a separate message
delivered by the recipient to the sender), (iii) by courier, or (iv) mailed
by registered or certified mail, postage prepaid, at the respective addresses of
the parties as set forth herein.  Notice to the Holder shall be provided to: The
Shaar Fund Ltd., c/o Levinson Capital Management, Attention: Samuel Levinson, 2
World Trade Center, Suite 1820, New York, NY 10048.  Any party hereto may by
notice so given change its address for future notice under this Note.  Notice
will conclusively be deemed to have been given when personally delivered or when
deposited in the mail or delivered to a courier, or when sent by email following
confirmation in the manner set forth above and will be deemed to have been
received when delivered.
Governing Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of Minnesota, excluding that body of law
relating to conflict of laws.
Headings.  All headings used herein are used for convenience only and
will not be used to construe or interpret this Note.  
IN WITNESS WHEREOF, the parties have caused this Note to be issued on March
13, 2001.
"COMPANY":
PopMail.com, Inc.


By: 		Stephen J. Spohn
Title: 		CFO
Address:	PopMail.com, Inc.
		1333 Corporate Drive, Suite 350
		Irving, TX 75038



















EX-10.66
38
exh1066.htm
EXHIBIT











Exhibit 10.66
INTERCREDITOR AND
SUBORDINATION AGREEMENT
	THIS INTERCREDITOR AND SUBORDINATION AGREEMENT (the
"Intercreditor Agreement") is made as of this ___ day of __________, 2001, by
and between GSI VENTURES, LLC, an Ohio limited liability company ("GSI"),
THE SHAAR FUND LTD. ("Shaar"), GREAT WESTERN BUSINESS SERVICES,
INC. ("GWBS"), a Texas corporation and FAIRVIEW PARTNERS, an Ohio
general partnership ("Fairview")(each individually a "Lender" and collectively
the "Lenders").


RECITALS:

	WHEREAS, Popmail.com, Inc., a Minnesota corporation (the
"Borrower"), is engaged in the business of (i) internet commerce and (ii) the
ownership and operation of two Café Odyssey restaurants located at 320
South Avenue, Mall of America, Bloomington, Minnesota 55425 (the "MOA
Restaurant") and at 500 16th Street, Suite 350, Denver, Colorado 80202 (the
"Denver Restaurant") (collectively, the MOA Restaurant and the Denver Restaurant
are referred to herein as the "Restaurant Operations"), which the MOA Restaurant
has been or will be purchased by SDK AD, LLC, an Ohio limited liability company,
and which the Denver Restaurant has been or will be purchased by SD KINGDM, LLC,
an Ohio limited liability company;

	WHEREAS, the Borrower and GSI are parties to that certain
Loan Agreement dated December 1, 2000, as amended pursuant to the Amendment No.
1 to the Loan Agreement dated December 8, 2000, Amendment No. 2 to the Loan
Agreement and Notes dated February 8, 2001 and other related agreements, all as
may be amended further from time to time (collectively, the "GSI Loan
Documents"), pursuant to which GSI has issued or will issue loans to Borrower in
the aggregate original principal amount of up to Four Million Dollars
($4,000,000) (the "GSI Debt").  Pursuant to the GSI Loan Documents, Borrower has
granted GSI a security interest in all of Borrower's assets related to the
Restaurant Operations (the "Collateral") and a security interest in all other
assets of the Borrower excluding the Restaurant Operations (the "Other
Collateral");

	WHEREAS, Borrower and GWBS have agreed to enter into a
certain Promissory Note to be dated  on or about February __, 2001 (the
"GWBS/Popmail Note"), GWBS and SDK AD, LLC have agreed to enter into a certain
Promissory Note to be dated of even date with the GWBS/Popmail Note, and GWBS
and SDKINGDM, LLC have agreed to enter into a certain Promissory Note to be
dated of even date with the GWBS/Popmail Note, and other related documents
thereto, all as may be amended further from time to time (collectively, the
"GWBS Loan Documents") pursuant to which Borrower, SDK AD, LLC and SDKINGDM, LLC
will be obligated to pay GWBS an aggregate principal amount for all three notes
of Eight Hundred Seventeen Thousand Dollars ($817,000.00) (the "GWBS Debt").
Pursuant to the GWBS Loan Documents, Borrower, SDK AD, LLC and SDKINGDM, LLC
have granted or will grant GWBS a security interest in the Collateral;

	WHEREAS, Borrower and Shaar are parties to that certain
Loan Agreement dated December 20, 2000 and other related agreements, all as may
be amended further from time to time (collectively, the "Shaar Loan Documents")
pursuant to which Shaar has issued a loan to Borrower in the original principal
amount of Two Hundred Thousand Dollars ($200,000) (the "Shaar Debt").  Pursuant
to the Shaar Loan Agreement, Borrower has granted Shaar a security interest in
the Collateral and the Other Collateral;

	WHEREAS, Borrower and Fairview are parties to that
certain Loan Agreement dated August 24, 1999, as amended pursuant to the
Amendment To Loan Documents and Agreement dated October 30, 2000 and other
related agreements (including the Assignment, Assumption and Modification
Agreement entered into or to be entered into between Fairview  SDK AD, LLC
("SDKAD"), SDKINGDM, LLC ("SDKINGDM") and Popmail.com, inc. concerning the
Fairview Debt (the "Fairview Agreement")), all as may be amended further from
time to time (collectively the "Fairview Loan Documents") pursuant to which
Fairview has issued a loan to Borrower in the original principal amount of Two
Million Dollars ($2,000,000) with a current outstanding principal balance of One
Million Five-Hundred Thousand Dollars ($1,500,000) (the "Fairview Debt").
Pursuant to the Fairview Loan Documents, Borrower has granted Fairview a
security interest in the Collateral (the GSI Loan Documents, GWBS Loan
Documents, Shaar Loan Documents and Fairview Loan Documents are sometimes
collectively referred to herein as the "Loan Documents") (the GSI Debt, GWBS
Debt and the Shaar Debt are sometimes collectively referred to as the
"Subordinate Debt" and GSI, GWBS and Shaar are sometimes collectively referred
to as "Subordinate Lenders" or individually as a "Subordinate Lender"); and

	WHEREAS, GSI, GWBS, Shaar and Fairview, each as a
creditor of Borrower, desire to enter into this Intercreditor Agreement for
purposes of setting forth the relative rights and interests of each party in and
to the collateral pledged by Borrower.

	NOW, THEREFORE, in consideration of the foregoing
Recitals, which are hereby incorporated herein as if fully set forth below, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:

	1. Subordination and Intercreditor Provisions.
	1.1 Subordination.  Subject to Section 1.3 of this
Intercreditor Agreement, each of the Subordinate Lenders agree that each
Subordinate Lender's right to receive scheduled payments of principal and/or
interest under their respective Loan Documents shall be subordinate and junior
to Fairview's right to receive scheduled payments of principal and/or interest
under the Fairview Loan Documents until such time as the Fairview Debt is repaid
in full.
	1.2 Insolvency, Etc.

	(a) Subject to Section 1.3 of
this Intercreditor Agreement, in the event of any insolvency, bankruptcy,
receivership, liquidation, reorganization or other similar proceedings
(collectively, "Bankruptcy Proceedings") relative to the Borrower or to the
Collateral, or in the event of any proceedings for voluntary liquidation,
dissolution or other winding up of the Borrower, whether or not involving
insolvency or bankruptcy, Fairview shall be entitled in any such proceedings to
receive payment from the sale or other distribution of the Collateral on account
of the Fairview Debt before the Subordinate Lenders are entitled in any such
proceedings to receive any payment on account of the Subordinate Debt from the
sale or other distribution of the Collateral, and to that end in any such
proceedings any payment or distribution of any kind or character of the
Collateral, whether in cash or in other property, to which the Subordinate
Lenders would be entitled but for the provisions hereof, shall be delivered to
Fairview to the extent necessary to make payment in full in cash of all Fairview
Debt remaining unpaid.

(b) The Subordinate Lenders at the request of Fairview shall
in any proceedings described in Section 00, in the name of Fairview, file
claims, proofs of claims and other instruments of similar character necessary to
enforce the obligations of the Borrower in respect of the Subordinate Debt.  In
the event that any Subordinate Lender shall fail to take such action within five
business days upon request by Fairview, Fairview may, on behalf of such
Subordinate Lender, demand, sue for, collect and receive any and all such monies
or other assets and give acquittance therefor, file any claim, proof of claim or
other instrument of similar character, and take such other action (in its own
name or in the name of such Subordinate Lender) as Fairview may reasonably deem
necessary or advisable for enforcement of the obligations of the Borrower in
respect of the Subordinate Debt; provided that, Fairview shall have no right to
take any action in the name of any Subordinate Lender related to the Other
Collateral.
	1.3 Other Collateral; Conversion Rights.  
 (a) 	Notwithstanding anything to the contrary in this
Intercreditor Agreement, nothing in this Intercreditor Agreement shall impair
the rights of the Subordinate Lenders to take any and all action to enforce
their respective rights in, or receive payments or distributions on account of a
sale or other disposition of the Other Collateral; provided,
however, the Subordinate Lenders shall not take any action to enforce
their respective rights in the Other Collateral that would have a material
adverse effect on the Collateral; provided further, that any
actions taken by a Subordinate Lender to enforce its rights on Other Collateral
that is not owned or in the possession of the holder of the Collateral shall be
deemed to not cause a material adverse effect on the Collateral.

(b) 	In the event of any Bankruptcy Proceedings relative
to the Borrower or the Other Collateral, or in the event of any proceedings for
voluntary liquidation, dissolution or other winding up of the Borrower, whether
or not involving insolvency or bankruptcy, GSI and Shaar shall be entitled in
any such proceedings to receive payment, on a pro rata basis from the sale or
other distribution of the Other Collateral on account of GSI Debt and Shaar Debt
before Fairview and GWBS are entitled in any such proceedings to receive any
payment on account of the Fairview Debt and GWBS Debt from the sale or other
distribution of the Other Collateral, and to that end in any such proceedings
any payment or distribution of any kind or character of the Other Collateral,
whether in cash or in other property, to which Fairview or GWBS would be
entitled but for the provisions hereof, shall be delivered to GSI and Shaar to
the extent necessary to make payment in full in cash of all GSI Debt and Shaar
Debt remaining unpaid.



(c) 	Notwithstanding anything to the contrary in this
Intercreditor Agreement, the Subordinate Lenders are permitted at any time to
exercise their rights to convert any of the Subordinate Debt into the common
stock of Borrower or accept any prepayments or payments on the Subordinate Debt
that are made with the Borrower's common stock or other equity securities of
Borrower.



	2. Security Interests;
Priority.
	2.1 Notwithstanding any conflicting terms or conditions
which may be contained in any of the Loan Documents, the time of filing or
renewal of any financing statement, the time of attachment of any security
interest or any other priority provided by law: (a) the security interests upon
the Collateral evidenced by the Fairview Loan Documents shall have priority over
all other security interests upon the Collateral evidenced by the Loan
Documents;  (b) the security interests upon the Collateral of GWBS evidenced by
the GWBS Loan Documents shall have priority over all other security interests
upon the Collateral evidenced by the Loan Documents, except those evidenced by
the Fairview Loan Documents; and (c) the security interests upon the Collateral
of GSI and Shaar shall be subordinate to all security interests evidenced by the
Fairview Loan Documents and GWBS Loan Documents and shall be pari passu with
respect to each other as evidenced by that certain Intercreditor Agreement
between GSI and Shaar dated December 21, 2000 (the "GSI/Shaar Intercreditor
Agreement").  Notwithstanding anything to the contrary herein, this
Intercreditor Agreement shall not affect the rights and obligations between
Shaar and GSI as set forth in the GSI/Shaar Intercreditor Agreement.
	2.2 Each Lender shall be solely responsible for
perfecting and maintaining the perfection of its security interests in and to
each item constituting the Collateral in which such Lender has been granted a
security interest.  The provisions of this Intercreditor Agreement are intended
solely to govern the respective lien priorities as between the Lenders and,
except as set forth herein, shall not impose on any Lender any obligations in
respect of the disposition of proceeds of foreclosure on any Collateral which
would conflict with prior perfected claims therein in favor of any other person
or any order or decree of any court or governmental authority or any applicable
law.  Notwithstanding anything to the contrary herein, the relative priority
arrangements set forth in this Intercreditor Agreement are expressly conditioned
on the non-avoidability and perfection of the security interests and/or liens
evidenced by the Loan Documents and if the security interests and/or liens
evidenced by the Loan Documents are not perfected or are voidable for any
reason, then such relative priority arrangements set forth herein shall not be
effective to the extent of any such avoidability or non-perfection;
provided, however, that this condition shall be null and void and
of no effect if at any time any Lender shall directly or indirectly take any
action to contest or challenge the validity, legality, enforceability,
perfection, priority or avoidability of any other Lender's loans or documents or
any of the security interests and/or liens of any other Lender in any of the
Collateral or if such action is taken by SDKAD or SDKINGDM while Fairview is the
manager of either such entity.
	2.3 The lien priorities provided in this Section 0 shall
not be altered or otherwise affected by any amendment, modification, supplement,
extension, renewal, restatement or refinancing of any indebtedness evidenced by
any of the Loan Documents.  The respective rights and priorities of each Lender
in any assets of the Borrower not specified herein shall not be affected in any
way by this Intercreditor Agreement.
	3. Default Under the Loan Documents.

	3.1 In the event that Borrower shall cause or permit
to occur an event of default under any of the Loan Documents, such Lender that
is a party to any such Loan Document (a "Notifying Lender") will, upon becoming
aware of the existence of such event of default, use its best efforts to notify
all other Lenders of the existence of such event of default.  Receipt by any
Lender of such a notice of default shall not cause any Lender to be obligated to
cure any such default.  Failure of a Notifying Lender to provide such notice of
default shall not result in any liability to any Lender in the absence of gross
negligence or willful misconduct.  Upon receiving notice from a Notifying Lender
of an event of default for failure to pay monies due and owing to any Lender
under any Loan Document, any Lender may, but is not required to, cure such
payment default on behalf of Borrower within ten (10) business days of receiving
notice of the payment default from a Notifying Lender.  During such ten (10)
business day period, if any Lender cures such payment default, Lenders shall not
take any action against Borrower with respect to such default.  In the event
that any Lender elects to cure such payment default, any amount such Lender pays
to any other Lender to cure Borrower's payment default shall be considered a
portion of Borrower's indebtedness to such Lender.
	3.2 In the event that a default or an event of default
exists with respect to any of the Loan Documents, the applicable Lender may,
after providing written notice of such default to all other Lenders and subject
to the provisions of this Intercreditor Agreement, take any action it deems
appropriate to enforce its rights and remedies under the Loan Documents and its
security interests in or liens on, or exercise any other rights or remedies to
foreclose or otherwise realize upon, any of the Collateral.
	3.3 In the event Borrower defaults on its obligations to
any Lender and, as a result, any Lender undertakes to enforce its security
interest in the Collateral, each Lender agrees that it will not hinder, delay or
otherwise prevent such Lender from taking any and all action which such Lender
deems necessary to enforce its security interest in said Collateral and to
realize thereon.  Lenders agree that, to the extent any Lender receives any
proceeds directly from any bank account, any account debtor or from the sale of
any Collateral, then such Lender shall distribute such proceeds in accordance
with the terms of this Intercreditor Agreement.  To the extent that any Lender
retains any Collateral pursuant to its respective rights as a secured party,
such Collateral shall be divided among the Lenders in accordance with the terms
of this Intercreditor Agreement. 
	4. Standstill.  (a) Notwithstanding anything to
the contrary in Section 3.3, or the rights of any Lender under applicable law or
any provision of the Loan Documents to the contrary, each Subordinate Lender
hereby covenants that it shall not: 

(i)	(A) accelerate payment of any indebtedness or any
portion thereof under the Loan Documents, or  (B) take any other action to
enforce its rights under the Loan Documents, until the earlier of 60 days
following the effective date hereof or the execution of the Fairview Agreement;
provided that, each Lender may take any action to enforce its
rights under the Loan Documents during such 60-day period in the event that a
creditor of the Borrower who is not a party to this Agreement takes any action
or provides notice to a Lender of its intent to take any action against Borrower
to enforce its rights against the Borrower; and
(ii) 	take any action to enforce their respective rights
in, or receive payments or distributions on account of a sale or other
disposition of the Collateral upon an event of default under a Subordinate
Lender's Loan Documents so long as:







(A) 	the Fairview Debt is outstanding; and 




(B) 	(1) the Borrower, its guarantors or assigns are not
in default on the Fairview Loan Documents, or (2) in the event that the
Borrower, its guarantors or assigns are in default on the Fairview Loan
Documents, Fairview has either taken no action  to enforce its rights under the
Fairview Loan Documents or the only action it takes is to take over as manager
of SDKAD and/or SDKINGDM pursuant to its rights under the Fairview Loan
Documents; 



provided that, nothing herein shall impair the
rights of the Subordinate Lenders to take any and all action to enforce their
respective rights in the Other Collateral pursuant to Section 1.3(a) of this
Agreement. 







Notwithstanding anything to the contrary in Section 3.3,
or the rights of any Lender under applicable law or any provision of the Loan
Documents to the contrary, Fairview hereby covenants that it shall not:


accelerate payment of any indebtedness or any portion
thereof under the Fairview Loan Documents, or  (B) take any other action to
enforce its rights under the Fairview Loan Documents, until the earlier of 60
days following the effective date hereof or the execution of the Fairview
Agreement; provided that, Fairview may take any action to enforce
its rights under the Loan Documents during such period in the event that a
creditor of the Borrower who is not a party to this Agreement takes any action
or provides notice to Fairview of its intent to take any action against Borrower
to enforce its rights against the Borrower; and






(ii) 	take any action to enforce its rights in, or receive
payments or distributions on account of a sale or other disposition of the
Collateral upon an event of default of Popmail.com, inc. under the Fairview Loan
Documents so long as (A) an event of default by SDKAD or SDKINGDM (as assignees
of the Fairview Debt) has not occurred, and (B) if such event of default of
Popmail.com, inc. is due to a failure to make payments when due, SDKAD and
SDKINGDM assume the balance of the Fairview Debt not assumed by them under the
Fairview Agreement within the applicable time period provided for in the
Fairview Agreement.

		(c) 	Notwithstanding anything to the contrary in
this Section 4, but subject to Section 1.2, in the event of any Bankruptcy
Proceeding relative to SDKAD, SDKINGDM or the Collateral, or in the event of any
proceedings for voluntary liquidation, dissolution or other winding up of SDKAD
or SDKINGDM, whether or not involving insolvency or bankruptcy, the Subordinate
Lenders may take any and all action to enforce their respective rights under
their respective Loan Documents.

	5. Prepayments.  Subject to Section 1.3
of this Intercreditor Agreement, without the prior written consent of Fairview,
no Subordinate Lender shall be entitled to receive or retain any optional
prepayment (in cash, property, by set-off or otherwise) of or on account of any
Subordinate Debt.  

	6. Turn-Over of Payments Received.  In the
event that the Borrower shall make any payment on the Subordinate Debt which the
holders thereof are not permitted to receive and retain pursuant to the terms of
this Agreement, such payment shall be held in trust for the benefit of, and
shall be paid over promptly on demand to, Fairview for application to the
payment of all Fairview Debt remaining unpaid until the same shall have been
paid in full in cash, after giving effect to any concurrent payment or
distribution to Fairview.  No such payments or distributions to Fairview by any
Subordinate Lender shall be deemed to discharge any of such Subordinate
Debt.

	7. Representations and Warranties.  As a
material inducement to each other Lender to enter into this Intercreditor
Agreement, each Lender hereby represents and warrants to each other Lender that
the following are true and correct as of the date hereof and shall remain true
and correct so long as this Intercreditor Agreement is in effect:

	7.1 the execution, delivery and performance of this
Intercreditor Agreement has been duly authorized by such Lender and does not
contravene any law, any provision of the Loan Documents or any agreement to
which such Lender is a party or by which it is bound;
	7.2 this Intercreditor Agreement constitutes the legal,
valid and binding obligation of such Lender and is binding and enforceable in
accordance with its terms; and
	7.3 the Loan Documents to which such Lender is a party
are in the form of the copies thereof made available to each Lender, and no
amendment, waiver or modification thereof shall be permitted without the written
consent of all other Lenders, which shall not be unreasonably withheld or
delayed.
	8. Term; Default.  

	8.1 This Intercreditor Agreement shall continue for
so long as any Lender has a security interest in the Collateral.  This
Intercreditor Agreement shall remain in full force and effect notwithstanding
the filing of a petition for relief by or against Borrower under the United
States Bankruptcy Code. 



8.2	Nothing contained herein, or in any prior agreement or
understanding, shall be deemed to create any duty on the part of any Lender to
extend or continue financial accommodations to Borrower.



8.3	Notwithstanding anything to the contrary in the Loan
Documents or this Intercreditor Agreement, Lenders acknowledge and agree that
any additional indebtedness up to $4,000,000 of Borrower under the GSI Loan
Documents and additional indebtedness up to $500,000 of Borrower under the
Fairview Loan Documents shall not be considered an event of default or breach of
this Intercreditor Agreement or the Loan Documents and Borrower shall not be
required to obtain the consent of the Lenders to enter into any such
indebtedness; provided, however, such additional indebtedness
shall be subject to the terms of this Intercreditor Agreement.  The additional
indebtedness of  up to $500,000 under the Fairview Loan Documents shall be
considered as part of the Fairview Debt for purposes of this Agreement.
8.4	Notwithstanding anything to the contrary in the Loan
Documents or this Intercreditor Agreement, Lenders hereby consent to the
purchase by SDK AD, LLC, an Ohio limited liability company, from the Borrower of
the Collateral associated with the MOA Restaurant and the purchase by SD KINGDM,
LLC, an Ohio limited liability company, from the Borrower of the Collateral
associated with the Denver Restaurant, and hereby waive any default under each
Lender's Loan Documents that such a sale of the Collateral may create;
provided, however, Borrower shall provide five (5) business days
prior written notice to each Lender and shall cause SDK AD, LLC and SD KINGDM,
LLC to execute any and all documents deemed necessary by any Lender to continue
and maintain the Collateral and Lender's lien position in the Collateral,
including but not limited to filing all appropriate UCC's which shall have the
same priority as set forth herein.  The Collateral shall continue to be subject
to the terms and conditions of this Intercreditor Agreement.
	9. Miscellaneous.
	9.1 Neither of the parties
hereto, nor any of their managers, members, officers, agents or employees, shall
be responsible to any other party hereto or to any other person for: (a)
Borrower's solvency, financial condition or ability to repay its indebtedness to
any party hereto; (b) any oral or written statements of Borrower; or (c) the
validity, sufficiency or enforceability of any indebtedness, any agreements or
documents or the security interests and liens granted by Borrower to any party
hereto. Each party hereto has entered into its respective agreements, documents
and financing agreements with Borrower based upon its own independent
investigation, and makes no warranty or representation to any other party
hereto, with respect to the matters referred to in this Section 0.
	9.2 Nothing contained herein, or in any prior agreement
or understanding, shall be deemed to create any duty on the part of any Lender
to extend or continue to extend financial accommodations to Borrower.  
	9.3 Each Lender irrevocably waives any right to compel
any other Lender to marshal assets of the Borrower.
	9.4 Any notice required or desired to be served, given or
delivered hereunder shall be in the form and manner specified below, and shall
be addressed to the party to be notified as follows:
		If to GSI, to:				If to GWBS:

		SDK Investments, Inc.			Great Western
Business Services, Inc.
		c/o Barycenter Capital Management	14643 Dallas
Parkway, Suite 650
		PMB 329				Dallas, Texas 75240
		1232 W. Kemper Road			
		Cincinnati, Ohio 45240
		Attn: Stephen D.  King

		If to Shaar, to:				If to Fairview,
to:

		The Shaar Fund Ltd. 			Fairview Partners
		c/o Levinson Capital Management		5807 McCray
Court
		2 World Trade Center, Suite 1820		Cincinnati,
Ohio 45224
		New York, New York 10048			
		Attention:  Samuel Levinson

or to such other address as each party designates to the
other parties by notice in the manner herein prescribed.  Notice shall be deemed
given hereunder if (i) delivered personally or otherwise actually received, (ii)
sent by nationally recognized overnight courier service, (iii) mailed by first-
class United States mail, postage prepaid, certified, with return receipt
requested, or (iv) sent via telecopy machine with a duplicate signed copy sent
on the same day as provided in clause (ii) above.  Notice mailed as provided in
clause (iii) above shall be effective upon the expiration of five (5) business
days after its deposit in the United States mail, and notice telecopied as
provided in clause (iv) above shall be effective upon delivery of such telecopy
if the duplicate signed copy is sent under clause (iv) above.  Notice given in
any other manner described in this section shall be effective upon receipt by
the addressee thereof; provided, however, that if any notice is tendered to an
addressee and delivery thereof is refused by such addressee, such notice shall
be effective upon such tender unless otherwise expressly set forth in such
notice.

	9.5 THIS AGREEMENT SHALL BE DEEMED TO HAVE BEEN MADE IN
THE STATE OF OHIO AND THE VALIDITY OF THIS AGREEMENT, ITS CONSTRUCTION,
INTERPRETATION AND ENFORCEMENT, AND THE RIGHTS OF THE PARTIES HEREUNDER, SHALL
BE DETERMINED UNDER, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF OHIO. THE PARTIES HERETO AGREE THAT ALL ACTIONS OR PROCEEDINGS
ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE TRIED AND LITIGATED ONLY IN
THE STATE OR FEDERAL COURTS LOCATED IN HAMILTON COUNTY, OHIO.
	9.6 This Intercreditor Agreement shall be binding and
deemed effective when executed by each of the parties hereto.  This
Intercreditor Agreement shall bind, and inure to the benefit of, the respective
successors and assigns of each of the parties hereto, and shall be effective
before and after any bankruptcy filing by or against Borrower.
	9.7 The invalidity, illegality or unenforceability of any
provision in or obligation under this Intercreditor Agreement shall not affect
or impair the validity, legality or enforceability of the remaining provisions
or obligations under this Intercreditor Agreement.
	9.8 It is not the intent of either the parties hereto
that Borrower be a third party beneficiary hereunder or have any other rights
with respect to this Intercreditor Agreement.
	9.9 This Intercreditor Agreement cannot be changed,
amended, modified or terminated except by a written agreement signed by the duly
authorized officers of the parties hereto.  All prior agreements,
understandings, representations, warranties, and negotiations, if any, are
merged into this Agreement.
	9.10 LENDERS, TO THE EXTENT EACH
MAY LEGALLY DO SO, HEREBY EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY
CLAIM, DEMAND, ACTION, CAUSE OF ACTION OR PROCEEDING ARISING UNDER OR OUT OF
THIS AGREEMENT OR IN ANY WAY CONNECTED WITH OR RELATED TO, OR INCIDENTAL TO, THE
DEALINGS OF THE PARTIES HERETO WITH RESPECT TO THIS AGREEMENT OR THE
TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER
ARISING, AND IRRESPECTIVE OF WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.
LENDERS, TO THE EXTENT EACH MAY LEGALLY DO SO, HEREBY AGREE THAT ANY SUCH CLAIM,
DEMAND, ACTION, CAUSE OF ACTION, OR PROCEEDINGS SHALL BE DECIDED BY A COURT
TRIAL WITHOUT A JURY AND THAT EITHER PARTY HERETO MAY FILE AN ORIGINAL
COUNTERPART OR COPY OF THIS SECTION 0 WITH ANY COURT AS WRITTEN EVIDENCE OF THE
CONSENT BY THE UNDERSIGNED TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.
 	9.11 For purposes of this Agreement, the term "Borrower"
shall include any successors and assigns to Borrowers duties and obligations
under any of the Loan Documents, including, without limitation, SDKAD and
SDKINGDM.
 	9.12 Each Subordinate Lender acknowledges and consents
to Borrower assigning and SDKAD and SDKINGDM assuming a portion of the Fairview
Debt in accordance with the terms of the Fairview Agreement.
9.13 	This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which shall
together constitute one and the same instrument.




[SIGNATURE PAGE TO FOLLOW]

	IN WITNESS WHEREOF, this Intercreditor Agreement has been
duly executed and delivered by each of the parties hereto as of the date first
written above.





			GREAT WESTERN BUSINESS SERVICES, INC.




WITNESS:

_________________________________		By:________________________________<
/P>





			Name:______________________________




_________________________________		Title:______________________________
_



				FAIRVIEW PARTNERS




_________________________________		By:________________________________<
/P>









	Name:______________________________








_________________________________		Title:______________________________
_

						THE SHAAR FUND LTD.







		By:	Levinson Capital Management
















_________________________________		By:______________________________
						Name:	Sam Levinson 
_________________________________		Title:	Managing Director 

						GSI VENTURES, LLC 











By:	SDK Investments, Inc. (Manager
	of GSI Ventures, LLC)











_________________________________		By:_____________________________











Name:	Stephen D. King 










_________________________________		Title:	President


STATE OF ________________	)
				)SS:
COUNTY OF ______________	)

	This instrument was acknowledged before us this ________
day of _______________, 2001 by ___________________________,
____________________________ of Great Western Business Services, Inc., a Texas
corporation, on behalf of the corporation.

						________________________________________

						Notary Public

STATE OF ________________	)
				)SS:
COUNTY OF ______________	)

	This instrument was acknowledged before us this ________
day of _______________, 2001 by ___________________________,
____________________________ of Fairview Partners, an Ohio general partnership,
on behalf of the partnership.

						________________________________________

						Notary Public

STATE OF ________________	)
				)SS:
COUNTY OF ______________	)

	This instrument was acknowledged before us this ________
day of _______________, 2001 by Sam Levinson, Managing Director of Levinson
Capital Management, on behalf of the The Shaar Fund Ltd.

						________________________________________

						Notary Public

STATE OF ________________	)
				)SS:
COUNTY OF ______________	)

	This instrument was acknowledged before us this ________
day of _______________, 2001 by Stephen D. King, President of SDK Investments,
Inc., Manager of GSI Ventures, LLC, an Ohio limited liability company, on behalf
of the limited liability company.

						________________________________________

						Notary Public



ACKNOWLEDGMENT BY

POPMAIL.COM, INC.



The undersigned hereby acknowledges that it has received a
copy of the foregoing Intercreditor Agreement by and between Great Western
Business Services, Inc., The Shaar Fund Ltd., GSI Ventures, LLC and Fairview
Partners (the "Intercreditor Agreement"), and consents thereto, and agrees to
recognize all priorities and other rights granted therein to the parties hereto,
and the undersigned will not do any act or perform any obligation which is not
in accordance with the priorities and agreements set forth in the Intercreditor
Agreement. 

Dated:	_______________, 2001



								POPMAIL.COM, INC.
WITNESS:

______________________________				By:____________________________
____

______________________________				Name:__________________________
____

								Title:_______________________________


STATE OF ________________	)
				)SS:
COUNTY OF ______________	)

	This instrument was acknowledged before us this ________
day of _______________, 2001 by ___________________________,
____________________________ of Popmail.com, inc., a Minnesota corporation, on
behalf of the corporation.

						________________________________________

						Notary Public


ACKNOWLEDGMENT BY

SDK AD, LLC


The undersigned hereby acknowledges that it has received a
copy of the foregoing Intercreditor Agreement by and between Great Western
Business Services, Inc., The Shaar Fund Ltd., GSI Ventures, LLC and Fairview
Partners (the "Intercreditor Agreement"), and consents thereto, and agrees to
recognize all priorities and other rights granted therein to the parties hereto,
and the undersigned will not do any act or perform any obligation which is not
in accordance with the priorities and agreements set forth in the Intercreditor
Agreement. 

Dated:	_______________, 2001



								SDK AD, LLC
WITNESS:
								By:  SDK Investments, Inc.
__________________________

__________________________					By:
________________________________



								Stephen D. King, President



STATE OF ________________	)
				)SS:
COUNTY OF ______________	)

	This instrument was acknowledged before us this ________
day of _______________, 2001 by Stephen D. King, President of SDK Investments,
Inc., Manager of SDK AD, LLC, an Ohio limited liability company, on behalf of
the limited liability company.

						________________________________________

						Notary Public

ACKNOWLEDGMENT BY

SD KINGDM, LLC



The undersigned hereby acknowledges that it has received a
copy of the foregoing Intercreditor Agreement by and between Great Western
Business Services, Inc., The Shaar Fund Ltd., GSI Ventures, LLC and Fairview
Partners (the "Intercreditor Agreement"), and consents thereto, and agrees to
recognize all priorities and other rights granted therein to the parties hereto,
and the undersigned will not do any act or perform any obligation which is not
in accordance with the priorities and agreements set forth in the Intercreditor
Agreement. 

Dated:	_______________, 2001



							SD KINGDM, LLC
WITNESS:
							By:  SDK Investments, Inc.
____________________________

____________________________				By:
_________________________________
								Stephen D. King, President


STATE OF ________________	)
				)SS:
COUNTY OF ______________	)

	This instrument was acknowledged before us this ________
day of _______________, 2001 by Stephen D. King, President of SDK Investments,
Inc., Manager of SD KINGDM, LLC, an Ohio limited liability company, on behalf of
the limited liability company.

						________________________________________

						Notary Public



















-----END PRIVACY-ENHANCED MESSAGE-----

EX-4.33

EXHIBIT 4.33

Schedule identifying material details of warrants issued by the Company Substantially identical to the Warrant filed in Exhibit 4.32

NOTE: All share amounts and exercise prices reflect pre-split values.

  DATE           WARRANT HOLDER              WARRANT        NUMBER OF   EXERCISE PRICE/
  ISSUED                                     NO.            SHARES      EXPIRATION DATE/
                                                                        STATUS


   2/9/2000      Timothy I. Maudlin          2000-1         66,667      Exercise price $3.00
                                                                        Expires 2/9/2005
                                                                        CANCELLED

   2/9/2000      Richard C. Lockwood         2000-2         100,000     Exercise price $3.00
                                                         (Originally    Expires 2/9/2005
                                                           200,000)     PARTIALLY EXERCISED

   2/9/2000      Jeffrey I. Werbalowsky      2000-3         100,000     Exercise price $3.00
                                                                        Expires 2/9/2005
                                                                        CANCELLED

   2/9/2000      Opportune Investments       2000-4         373,333     Exercise price $3.00
                                                                        Expires 2/9/2005

   2/9/2000      Steven A. Lyman             2000-5         22,222      Exercise price $3.00
                                                                        Expires 2/9/2005

   2/9/2000      Jerry Ruyan                 2000-6         44,444      Exercise price $3.00
                                                                        Expires 2/9/2005

   2/9/2000      Edward Hayes                2000-7         10,000      Exercise price $3.00
                                                                        Expires 2/9/2005

   2/9/2000      Scott and Francis Lee Free, 2000-8         22,222      Exercise price $3.00
                 trustees of the Free Family                            Expires 2/9/2005
                 Trust dated 2/10/67

   2/9/2000      Robert Seiler               2000-9         44,444      Exercise price $3.00
                                                                        Expires 2/9/2005

   2/9/2000      Arthur Engel Trust 1988     2000-10        222,222     Exercise price $3.00
                                                                        Expires 2/9/2005

   2/9/2000      Warner C. Lusardi Family    2000-11        111,111     Exercise price $3.00
                 Trust                                                  Expires 2/9/2005

   2/9/2000      Mary Kirtz                  2000-12         50,000     Exercise price $3.00
                                                                        Expires 2/9/2005

   2/9/2000      Christopher D. Snell        2000-13         20,000     Exercise price $3.00
                                                                        Expires 2/9/2005

   2/9/2000      Gregory P. Mills Trust      2000-14         10,000     Exercise price $3.00
                                                                        Expires 2/9/2005

   2/9/2000      Robert and Ellen Deutschman 2000-15         22,500     Exercise price $3.00
                 Family Trust                             (originally   Expires 2/9/2005
                                                            30,000)     PARTIALLY EXERCISED

   2/9/2000      Stephen C. Particia A. Tadolini 2000-16     10,000     Exercise price $3.00
                                                                        Expires 2/9/2005

   2/9/2000      Barry Nussbaum              2000-17         38,888     Exercise price $3.00
                                                                        Expires 2/9/2005

   2/9/2000      Dean and Kathy L. Mills     2000-18         10,000     Exercise price $3.00
                                                                        Expires 2/9/2005

    2/9/2000      George M. Nix              2000-19         10,000     Exercise price $3.00
                                                                        Expires 2/9/2005

   2/9/2000      US Bank Trust, NA Trustee   2000-20         37,500     Exercise price $3.00
                 FBO Bruce D.Leduc                         (Originally  Expires 2/9/2005
                                                             50,000)    PARTIALLY EXERCISED

   2/9/2000      Bruce Leduc                 2000-21         18,750     Exercise price $3.00
                                                          (Originally   Expires 2/9/2005
                                                            25,000)     PARTIALLY EXERCISED

   2/9/2000      Michael A. Bird             2000-22         20,000     Exercise price $3.00
                                                                        Expires 2/9/2005

   2/9/2000      CO Right Investments, Inc.  2000-23        444,444     Exercise price $3.00
                                                                        Expires 2/9/2005

   2/9/2000      A. Larry Katz               2000-25         44,444     Exercise price $3.00
                                                                        Expires 2/9/2005

   2/9/2000      Gerald W. and Sandra L. Rogers 2000-26      10,000     Exercise price $3.00
                                                                        Expires 2/9/2005

   2/9/2000      Fortman Cline AG            2000-27        222,000     Exercise price $3.00
                                                                        Expires 2/9/2005

   2/9/2000      CLB Investments Corp.       2000-28         37,500     Exercise price $3.00
                                                          (Originally   Expires 2/9/2005
                                                             50,000)    PARTIALLY EXERCISED

   2/9/2000      Stephen Marcus              2000-29        226,167     Exercise price $3.00
                                                                        Expires 2/9/2005

  2/9/2000       Ronald D. Berst             2000-30         50,000     Exercise price $3.00
                                                                        Expires 2/9/2005

  2/9/2000       Albert Swafford             2000-31         50,000     Exercise price $3.00
                                                                        Expires 2/9/2005

  2/9/2000       Egre Lewallen               2000-34         50,000     Exercise price $3.00
                                                                        Expires 2/9/2005





















EX-4.50
13
exh450.htm
EXHIBIT












Exhibit 4.50

The Warrant and the securities issuable upon exercise of this Warrant (the
"Securities") have not been registered under the Securities Act of
1933 (the "Securities Act") or under any state securities or Blue Sky
laws ("Blue Sky Laws").  No transfer, sale, assignment, pledge,
hypothecation or other disposition of this Warrant or the Securities or any
interest therein may be made except (a) pursuant to an effective registration
statement under the Securities Act and any applicable Blue Sky Laws or (b) if
the Company has been furnished with both an opinion of counsel for the holder,
which opinion and counsel shall be reasonably satisfactory to the Company, to
the effect that no registration is required because of the availability of an
exemption from registration under the Securities Act and applicable Blue Sky
Laws, and assurances that the transfer, sale, assignment, pledge, hypothecation
or other disposition will be made only in compliance with the conditions of any
such registration or exemption.

WARRANT TO PURCHASE SHARES OF COMMON STOCK
OF POPMAIL.COM, INC.

Warrant No. I-1				          	Irving, Texas
								December 20, 2000

This certifies that, for value received, Infinity Advisors,
Inc. or its successors or assigns (AHolder@) is entitled to purchase from
PopMail.com, inc. (the "Company") One Hundred Thousand (100,000) fully
paid and nonassessable shares (the "Shares") of the Company's Common
Stock, $.01 par value (the "Common Stock") at any time and from time
to time from the date hereof until December 20, 2005, at an exercise price of
$0.20 per share (the "Exercise Price"), subject to adjustment as
herein provided.

This Warrant is subject to the following provisions, terms
and conditions:

1.	Exercise of Warrant.  The rights represented by this Warrant
may be exercised by the Holder, in whole or in part (but not as to a fractional
share of Common Stock), by the surrender of this Warrant (properly endorsed, if
required, at the Company's principal office in Irving, Texas, or such other
office or agency of the Company as the Company may designate by notice in
writing to the Holder at the address of such Holder appearing on the books of
the Company at any time within the period above named), and upon payment to it
by certified check, bank draft or cash of the purchase price for such Shares.
The Company agrees that the Shares so purchased shall have and are deemed to be
issued to the Holder as the record owner of such Shares as of the close of
business on the date on which this Warrant shall have been surrendered and
payment made for such Shares as aforesaid.  Certificates for the Shares of
Common Stock so purchased shall be delivered to the Holder within a reasonable
time, not exceeding ten (10) days, after the rights represented by this Warrant
shall have been so exercised, and, unless this Warrant has expired, a new
Warrant representing the number of Shares, if any, with respect to which this
Warrant shall not then have been exercised shall also be delivered to the Holder
within such time.  The Company may require that any such new Warrant or any
certificate for Shares purchased upon the exercise hereof bear a legend
substantially similar to that which is contained on the face of this
Warrant.


2.	Transferability of this Warrant.  This Warrant
is issued upon the following terms, to which each Holder consents and
agrees:




	Until this Warrant is transferred on the books of the
Company, the Company will treat the Holder of this Warrant registered as such on
the books of the Company as the absolute owner hereof for all purposes without
being affected by any notice to the contrary.









This Warrant may not be exercised, and this Warrant and
the Shares underlying this Warrant shall not be transferable, except in
compliance with all applicable state and federal securities laws, regulations
and orders, and with all other applicable laws, regulations and
orders.	
Prior to making any disposition of this Warrant or of any
of the Shares underlying this Warrant, the Holder will give written notice to
the Company describing the manner of any such proposed disposition.  The Warrant
may not be transferred, and the Shares may not be transferred, without the
Holder obtaining an opinion of counsel satisfactory in form and substance to the
Company's counsel stating that the proposed transaction will not result in a
prohibited transaction under the Securities Act of 1933, as amended
("Securities Act"), and applicable Blue Sky laws.  By accepting this
Warrant, the Holder agrees to act in accordance with any conditions reasonably
imposed on such transfer by such opinion of counsel.
Neither this issuance of this Warrant nor the issuance of
the Shares underlying this Warrant have been registered under the Securities
Act.








Certain Covenants of the Company.  The Company
covenants and agrees that all Shares which may be issued upon the exercise of
the rights represented by this Warrant, upon issuance and full payment for the
Shares so purchased, will be duly authorized and issued, fully paid and
nonassessable and free from all taxes, liens and charges with respect to the
issue hereof, except those that may be created by or imposed upon the Holder or
its property, and without limiting the generality of the foregoing, the Company
covenants and agrees that it will from time to time take all such actions as may
be requisite to assure that the par value per share of the Common Stock is at
all times equal to or less than the effective purchase price per share of the
Common Stock issuable pursuant to this Warrant.  The Company further covenants
and agrees that during the period within which the rights represented by this
Warrant may be exercised, the Company will at all times have authorized and
reserved free of preemptive or other rights for the exclusive purpose of issue
upon exercise of the purchase rights evidenced by this Warrant, a sufficient
number of shares of its Common Stock to provide for the exercise of the rights
represented by this Warrant.
Adjustment of Exercise Price and Number of Shares.
The Exercise Price and number of Shares are subject to the following
adjustments:







	Adjustment of Exercise Price for Stock Dividend,
Stock Split or Stock Combination.   In the event that (i) any dividends on
any class of stock of the Company payable in Common Stock or securities
convertible into or exercisable for Common Stock ("Common Stock
Equivalents") shall be paid by the Company, (ii) the Company shall
subdivide its then outstanding shares of Common Stock into a greater number of
shares, or (iii) the Company shall combine its outstanding shares of Common
Stock, by reclassification or otherwise, then, in any such event, the Exercise
Price in effect immediately prior to such event shall (until adjusted again
pursuant hereto) be adjusted immediately after such event to a price (calculated
to the nearest full cent) determined by dividing (a) the number of shares of
Common Stock outstanding immediately prior to such event, multiplied by the then
existing Exercise Price, by (b) the total number of shares of Common Stock
outstanding immediately after such event, and the resulting quotient shall be
the adjusted Exercise Price per share.  No adjustment of the Exercise Price
shall be made if the amount of such adjustment shall be less than $.05 per
share, but in such case any adjustment that would otherwise be required then to
be made shall be carried forward and shall be made at the time and together with
the next subsequent adjustment which, together with any adjustment or
adjustments so carried forward, shall amount to not less than $.05 per
share.
	Adjustment of Number of Shares Purchasable on
Exercise of Warrants.  Upon each adjustment of the Exercise Price pursuant
to this Section, the Holder shall thereafter (until another such adjustment) be
entitled to purchase at the adjusted Exercise Price the number of shares,
calculated to the nearest full share, obtained by multiplying the number of
shares specified in such Warrant (as adjusted as a result of all adjustments in
the Exercise Price in effect prior to such adjustment) by the Exercise Price in
effect prior to such adjustment and dividing the product so obtained by the
adjusted Exercise Price.
	Notice as to Adjustment.  Upon any adjustment
of the Exercise Price and any increase or decrease in the number of shares of
Common Stock purchasable upon the exercise of the Warrant, then, and in each
such case, the Company within thirty (30) days thereafter shall give written
notice thereof, by first class mail, postage prepaid, addressed to each Holder
as shown on the books of the Company, which notice shall state the adjusted
Exercise Price and the increased or decreased number of shares purchasable upon
the exercise of the Warrants, and shall set forth in reasonable detail the
method of calculation and the facts upon which such calculation is
based.
	Effect of Reorganization, Reclassification,
Merger, etc.  If at any time while any Warrant is outstanding there should
be any capital reorganization of the capital stock of the Company (other than
the issuance of any shares of Common Stock in subdivision of outstanding shares
of Common Stock by reclassification or otherwise and other than a combination of
shares provided for in Section 4(a) hereof), or any consolidation or merger of
the Company with another corporation, or any sale, conveyance, lease or other
transfer by the Company of all or substantially all of its property to any other
corporation, which is effected in such a manner that the holders of Common Stock
shall be entitled to receive cash, stock, securities, or assets with respect to
or in exchange for Common Stock, then, as a part of such transaction, lawful
provision shall be made so that each Holder shall have the right thereafter to
receive, upon the exercise hereof, the number of shares of stock or other
securities or property of the Company, or of the successor corporation resulting
from such consolidation or merger, or of the corporation to which the property
of the Company has been sold, conveyed, leased or otherwise transferred, as the
case may be, which the Holder would have been entitled to receive upon such
capital reorganization, reclassification of capital stock, consolidation,
merger, sale, conveyance, lease or other transfer, if such Warrant had been
exercised immediately prior to such capital reorganization, reclassification of
capital stock, consolidation, merger, sale, conveyance, lease or other transfer.
In any such case, appropriate adjustments (as determined by the Board of
Directors of the Company) shall be made in the application of the provisions set
forth in this Warrant (including the adjustment of the Exercise Price and the
number of Shares issuable upon the exercise of the Warrants) to the end that the
provisions set forth herein shall thereafter be applicable, as near as
reasonably may be, in relation to any shares or other property thereafter
deliverable upon the exercise of the Warrants as if the Warrants had been
exercised immediately prior to such capital reorganization, reclassification of
capital stock, such consolidation, merger, sale, conveyance, lease or other
transfer and the Warrant Holders had carried out the terms of the exchange as
provided for by such capital reorganization, consolidation or merger.  The
Company shall not effect any such capital reorganization, consolidation, merger
or transfer unless, upon or prior to the consummation thereof, the successor
corporation or the corporation to which the property of the Company has been
sold, conveyed, leased or otherwise transferred shall assume by written
instrument the obligation to deliver to each Holder such shares of stock,
securities, cash or property as in accordance with the foregoing provisions such
Holder shall be entitled to purchase.







No Rights as Stockholders.  This Warrant shall not
entitle the Holder as such to any voting rights or other rights as a stockholder
of the Company. 
Company Redemption Option. Notwithstanding
anything to the contrary contained in this Warrant, following the effectiveness
of the Registration Statement, the Company's Board of Directors shall have the
right to redeem the Warrant at a redemption price of $.01 per Share if the
average closing price of the Company's Common Stock for any ten (10) consecutive
trading days is at least $3.00 per share (as appropriately adjusted for stock
splits, stock dividends and combinations). Notice of redemption to the Holder
shall be given by mailing via first class mail a notice of such redemption not
less than thirty (30) days prior to the date fixed for redemption.  Any notice
given in the manner described above shall be conclusively presumed to have been
given whether or not the Holder receives the notice.

Governing Law.  This Warrant shall be governed by
and construed in accordance with the laws of the State of Minnesota.

Amendments and Waivers.  The provisions of this
Warrant may not be amended, modified or supplemented, and waiver or consents to
departures from the provisions hereof may not be given, unless the Company
agrees in writing and has obtained the written consent of the Holders.



Notices.  All notices or communications hereunder,
except as herein otherwise specifically provided, shall be in writing and if
sent to the Holder shall be mailed, delivered, or telefaxed and confirmed to the
Holder at his or her address set forth on the records of the Company; or if sent
to the Company shall be mailed, delivered, or telefaxed and confirmed to
PopMail.com, inc., 1333 Corporate Drive, Suite 350, Irving, TX 75038  or to such
other address as the Company or the Holder shall notify the other as provided in
this Section.






	IN WITNESS WHEREOF, PopMail.com, inc. has caused this Warrant to be
signed by its duly authorized officer in the date set forth above.











							PopMail.com, inc.



							By:______________________________
							Its:______________________________












SUBSCRIPTION FORM

	To be signed only upon exercise of Warrant.

	The undersigned, the holder of the within Warrant, hereby irrevocably
elects to exercise the purchase right represented by such Warrant for, and to
purchase thereunder, ____________________ of the shares of Common Stock of
PopMail.com, inc. (the "Shares")  to which such Warrant relates and
herewith makes payment of $_____________ therefor in cash, certified check or
bank draft and requests that a certificate evidencing the Shares be delivered
to, _____________________________, the address for whom is set forth below the
signature of the undersigned:

Dated: ____________________
	_____________________________________________	

						[Signature]
	_________________________________________________
						[Printed]
	_________________________________________________				________
_________________________________________
						[Address]

ASSIGNMENT FORM

	To be signed only upon authorized transfer of Warrant.

	FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers
unto _____________________________________ the right to purchase shares of
Common Stock of PopMail.com, inc. to which the within Warrant relates and
appoints ____________________ attorney, to transfer said right on the books of
_________________ with full power of substitution in the premises.

Dated: ____________________
	_____________________________________________	

						[Signature]
	_________________________________________________
						[Printed]
	_________________________________________________				________
_________________________________________
						[Address]



















EX-4.51
14
exh451.htm
EXHIBIT












Exhibit 4.51
Schedule of Warrants Issued
(I Series and RMR Series)


DATE                                    WARRANT         NUMBER OF       EXERCISE PRICE
ISSUED          WARRANT HOLDER          NO.             SHARES          EXPIRATION DATE

12/12/00        Infinity Advisors, Inc. I-1             100,000         Exercise Price: $0.20
                                                                        Expires: 12/12/05

12/12/00        Infinity Advisors, Inc. I-2             100,000         Exercise Price: $0.01
                                                                        Expires: 12/12/05

12/20/00        RMSI Investments        RMR-1           100,000         Exercise Price: $0.20
                                                                        Expires: 12/20/05

12/20/00        RMSI Investments        RMR-2           100,000         Exercise Price: $0.01
                                                                        Expires: 12/20/05



















EX-4.52
15
exh452.htm
EXHIBIT












Exhibit 4.52
The Warrant and the securities issuable
upon exercise of this Warrant (the "Securities") have not been
registered under the Securities Act of 1933 (the "Securities Act") or
under any state securities or Blue Sky laws ("Blue Sky Laws").  No
transfer, sale, assignment, pledge, hypothecation or other disposition of this
Warrant or the Securities or any interest therein may be made except pursuant to
(a)  an effective registration statement under the Securities Act and any
applicable Blue Sky Laws or (b) an opinion of counsel for the holder, which
opinion and counsel shall be reasonably satisfactory to the Company, to the
effect that no registration is required because of the availability of an
exemption from registration under the Securities Act.

	WARRANT TO PURCHASE SHARES OF COMMON STOCK

	OF POPMAIL.COM, INC.

Warrant No. JB-1	Irving, Texas
	December 8, 2000

This certifies that, for value received, JBII Corporation, a
Delaware corporation, or its successors or assigns ("Holder"), is
entitled to purchase from PopMail.com, Inc. (the "Company") eight
hundred forty thousand (840,000) fully paid and nonassessable shares (the
"Shares") of the Company's Common Stock, $.01 par value (the
"Common Stock"), at any time and from time to time from the date
hereof until March 15, 2002 (the "Warrant Exercise Period"), at an
exercise price of $0.01 per share (the "Exercise Price"), subject to
adjustment as herein provided.  All cash proceeds in excess of $300,000
generated by Holder upon sale or transfer of the Shares (net of any and all
reasonable costs, expenses, and obligations incurred by Holder in enforcing its
rights under this Warrant, exercising this Warrant, or selling or transferring
the Shares, including but not limited to any taxes, discounts, commissions, and
attorneys' fees), shall be remitted by Holder to the Company.

This Warrant is subject to the following provisions, terms
and conditions:

1.	Exercise of Warrant. 


	(a)	Exercise for Cash.	The rights
represented by this Warrant may be exercised by the Holder, in whole or in part
(but not as to a fractional share of Common Stock), during the Warrant Exercise
Period by the surrender of this Warrant (properly endorsed, if required, at the
Company's principal office in Irving, Texas, or such other office or agency of
the Company as the Company may designate by notice in writing to the Holder at
the address of such Holder appearing on the books of the Company at any time
within the period above named), and upon payment to the Company by certified
check, bank draft or cash of the purchase price for such Shares.  The Company
agrees that the Shares so purchased shall have and are deemed to be issued to
the Holder as the record owner of such Shares as of the close of business on the
date on which this Warrant shall have been surrendered and payment made for such
Shares as aforesaid.  Certificates for the Shares of Common Stock so purchased
shall be delivered to the Holder within a reasonable time, not exceeding ten
(10) days, after the rights represented by this Warrant shall have been so
exercised, and, unless this Warrant has expired, a new Warrant representing the
number of Shares, if any, with respect to which this Warrant shall not then have
been exercised shall also be delivered to the Holder within such time.  The
Company may require that any such new Warrant or any certificate for Shares
purchased upon the exercise hereof bear a legend substantially similar to that
which is contained on the face of this Warrant.

	b.	Cashless Exercise. Upon receipt of a notice of cashless
exercise, the Company shall deliver to the Holder (without payment by the Holder
of any exercise price) that number of Shares that is equal to the quotient
obtained by dividing (x) the value of the portion of the Warrant to be exercised
on the date that the Warrant shall have been surrendered (determined by
subtracting the aggregate exercise price in effect on the Exercise Date for the
number of Shares to be purchased upon exercise from the aggregate Fair Market
Value (hereinafter defined) for such Shares) by (y) the Fair Market Value of one
share of Common Stock. A notice of "cashless exercise" shall state the
number of Shares as to which the Warrant is being exercised. "Fair Market
Value" for purposes of this Section (b) shall mean the average of the
Common Stock closing prices reported by the principal exchange on which the
Common Stock is traded, or the last sale prices as reported by the Nasdaq
National Market or SmallCap Market, as the case may be, for the ten (10)
business days immediately preceding the Exercise Date or, in the event no public
market shall exist for the Common Stock at the time of such cashless exercise,
Fair Market Value shall mean the fair market value of the Common Stock as the
same shall be determined in the good faith discretion of the Board of Directors,
after full consideration of all factors then deemed relevant by such Board in
establishing such value, including by way of illustration and not limitation,
the per share purchase price of Common Stock or per security convertible into
one share of Common Stock of the most recent sale of shares of Common Stock or
securities convertible into Common Stock by the Company after the date hereof
all as evidenced by the vote of a majority of the directors then in office.
2.	Representations and Warranties of the
Company.   All corporate action on the part of the Company, its
officers, directors and shareholders necessary for the authorization, sale,
issuance and delivery of the Warrant, the Shares issuable on conversion or
exercise thereof, and the performance of all obligations of the Company
hereunder and thereunder has been taken or will be taken prior to the delivery
of this Warrant.  The execution and delivery of this Warrant, the consummation
of the transactions herein contemplated, and the compliance with the terms and
provisions of this Warrant do not and will not conflict with, or result in the
breach of, or constitute a default or an event permitting acceleration under,
the Articles of Incorporation or Bylaws of the Company, or any stock purchase
agreement, shareholder agreement, note, bank loan, credit agreement, license,
lease, or any other agreement, understanding, instrument, judgment, decree,
order, statute, rule, or regulation to which the Company is a party or by which
it is bound.  The Warrant, when executed and delivered by the Company, shall
constitute valid and legally binding obligations of the Company, enforceable
against the Company in accordance with their terms except as limited by
applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance, and other laws of general application affecting enforcement of
creditors' rights generally, as limited by laws relating to the availability of
specific performance, injunctive relief, or other equitable remedies.
3.	Transferability of this Warrant.  This Warrant
is issued upon the following terms, to which the Holder consents and agrees:



(a)	Other than any sale, pledge, or transfer to Vignette
Corporation or any sale, pledge, or transfer to a third  party approved in
writing by Vignette Corporation, Holder shall not sell or transfer this Warrant,
or the Shares issuable upon exercise of this Warrant, earlier than March 15,
2001, without the consent of the Company, which consent shall not be
unreasonably withheld. 

(b)	Until this Warrant is transferred on the books of the
Company, the Company will treat the Holder of this Warrant registered as such on
the books of the Company as the absolute owner hereof for all purposes without
being affected by any notice to the contrary, provided, that upon five days of
receipt by the Company of a notice that the Warrant has been transferred to
Vignette Corporation, the Company shall effect such transfer on its books and
records.

(c)	This Warrant may not be exercised, and this Warrant
and the Shares underlying this Warrant shall not be transferable, except in
compliance with all applicable state and federal securities laws, regulations
and orders, and with all other applicable laws, regulations and orders.

(d)	If a registration statement is not effective with
respect to the Warrant or the Shares, as the case may be, prior to making any
disposition of this Warrant or of any of the Shares underlying this Warrant, the
Holder will give written notice to the Company describing the manner of any such
proposed disposition.  In such event, the Warrant may not be transferred, and
the Shares may not be transferred, without the Holder obtaining an opinion of
counsel satisfactory in form and substance to the Company's counsel stating that
the proposed transaction will not result in a prohibited transaction under the
Securities Act.  By accepting this Warrant, the Holder agrees to act in
accordance with any conditions reasonably imposed on such transfer by such
opinion of counsel.

(e)	Neither this issuance of this Warrant nor the issuance
of the Shares underlying this Warrant have been registered under the Securities
Act.



4.	Certain Covenants of the Company.  The Company
covenants and agrees that all Shares which may be issued upon the exercise of
the rights represented by this Warrant, upon issuance and full payment for the
Shares so purchased, will be duly authorized and issued, fully paid and
nonassessable and free from all taxes, liens and charges with respect to the
issue hereof, except those that may be created by or imposed upon the Holder or
its property, and without limiting the generality of the foregoing, the Company
covenants and agrees that it will from time to time take all such actions as may
be required to assure that the par value per share of the Common Stock is at all
times equal to or less than the effective purchase price per share of the Common
Stock issuable pursuant to this Warrant.  The Company further covenants and
agrees that during the period within which the rights represented by this
Warrant may be exercised, the Company will at all times have authorized and
reserved free of preemptive or other rights for the exclusive purpose of issue
upon exercise of the purchase rights evidenced by this Warrant, a sufficient
number of shares of its Common Stock to provide for the exercise of the rights
represented by this Warrant.

5.	Adjustment of Exercise Price and Number of
Shares.  The Exercise Price and number of Shares are subject to the
following adjustments:

	(a)	Adjustment of Exercise Price for Stock
Dividend, Stock Split or Stock Combination.  In the event that (i) any
dividends on any class of stock of the Company payable in  Common Stock or
securities convertible into or exercisable for Common Stock ("Common Stock
Equivalents") shall be paid by the Company, (ii) the Company shall
subdivide its then outstanding shares of Common Stock into a greater number of
shares, or (iii) the Company shall combine its outstanding shares of Common
Stock, by reclassification or otherwise, then, in any such event, the Exercise
Price in effect immediately prior to such event shall (until adjusted again
pursuant hereto) be adjusted immediately after such event to a price (calculated
to the nearest full cent) determined by dividing (a) the number of shares of
Common Stock outstanding immediately prior to such event, multiplied by the then
existing Exercise Price, by (b) the total number of shares of Common Stock
outstanding immediately after such event, and the resulting quotient shall be
the adjusted Exercise Price per share.  No adjustment of the Exercise Price
shall be made if the amount of such adjustment shall be less than $.05 per
share, but in such case any adjustment that would otherwise be required then to
be made shall be carried forward and shall be made at the time and together with
the next subsequent adjustment which, together with any adjustment or
adjustments so carried forward, shall amount to not less than $.05 per
share.

(b)	Adjustment of Number of Shares Purchasable on
Exercise of Warrants.  Upon each adjustment of the Exercise Price pursuant
to this Section, the Holder shall thereafter (until another such adjustment) be
entitled to purchase at the adjusted Exercise Price the number of shares,
calculated to the nearest full share, obtained by multiplying the number of
shares specified in such Warrant (as adjusted as a result of all adjustments in
the Exercise Price in effect prior to such adjustment) by the Exercise Price in
effect prior to such adjustment and dividing the product so obtained by the
adjusted Exercise Price.

(c)	Notice as to Adjustment.  Upon any adjustment
of the Exercise Price and any increase or decrease in the number of shares of
Common Stock purchasable upon the exercise of the Warrant, then, and in each
such case, the Company within thirty (30) days thereafter shall give written
notice thereof, by first class mail, postage prepaid, addressed to each Holder
as shown on the books of the Company, which notice shall state the adjusted
Exercise Price and the increased or decreased number of shares purchasable upon
the exercise of the Warrants, and shall set forth in reasonable detail the
method of calculation and the facts upon which such calculation is based.

(d)	Effect of Reorganization, Reclassification, Merger,
etc.  If at any time while any Warrant is outstanding there should be any
capital reorganization of the capital stock of the Company (other than the
issuance of any shares of Common Stock in subdivision of outstanding shares of
Common Stock by reclassification or otherwise and other than a combination of
shares provided for in Section 5(a) hereof), or any consolidation or merger of
the Company with another corporation, or any sale, conveyance, lease or other
transfer by the Company of all or substantially all of its property to any other
corporation, which is effected in such a manner that the holders of Common Stock
shall be entitled to receive cash, stock, securities, or assets with respect to
or in exchange for Common Stock, then, as a part of such transaction, lawful
provision shall be made so that each Holder shall have the right thereafter to
receive, upon the exercise hereof, the number of shares of stock or other
securities or property of the Company, or of the successor corporation resulting
from such consolidation or merger, or of the corporation to which the property
of the Company has been sold, conveyed, leased or otherwise transferred, as the
case may be, which the Holder would have been entitled to receive upon such
capital reorganization, reclassification of capital stock, consolidation,
merger, sale, conveyance, lease or other transfer, if such Warrant had been
exercised immediately prior to such capital reorganization, reclassification of
capital stock, consolidation, merger, sale, conveyance, lease or other transfer.
In any such case, appropriate adjustments (as determined by the Board of
Directors of the Company) shall be made in the application of the provisions set
forth in this Warrant (including the adjustment of the Exercise Price and the
number of Shares issuable upon the exercise of the Warrants) to the end that the
provisions set forth herein shall thereafter be applicable, as near as
reasonably may be, in relation to any shares or other property thereafter
deliverable upon the exercise of the Warrants as if the Warrants had been
exercised immediately prior to such capital reorganization, reclassification of
capital stock, such consolidation, merger, sale, conveyance, lease or other
transfer and the Warrant Holders had carried out the terms of the exchange as
provided for by such capital reorganization, consolidation or merger.  The
Company shall not effect any such capital reorganization, consolidation, merger
or transfer unless, upon or prior to the consummation thereof, the successor
corporation or the corporation to which the property of the Company has been
sold, conveyed, leased or otherwise transferred shall assume by written
instrument the obligation to deliver to each Holder such shares of stock,
securities, cash or property as in accordance with the foregoing provisions such
Holder shall be entitled to purchase.

6.	No Rights as Shareholders.  This Warrant shall
not entitle the Holder as such to any voting rights or other rights as a
stockholder of the Company.

7.	Registration Rights. If the Company shall
propose to file any registration statement (other than any registration
statement on Form S-4, S-8 or any other similarly inappropriate form, or any
successor forms thereto), under the 1933 Act covering a public offering of the
Company's Common Stock (including Common Stock held by shareholders of the
Company), including without limitation the registration statement the Company
was preparing, as of November 30, 2000, on Form S-3, it shall include in the
Registration Statement (to the extent permitted by applicable regulation), the
Common Stock purchased or purchasable by the Holder upon the exercise of the
Warrant.  The Company shall bear all expenses and fees incurred in connection
with the preparation, filing, and amendment of the Registration Statement with
the Commission, except that the Holder shall pay all fees, disbursements and
expenses of any counsel or expert retained by the Holder and all underwriting
discounts and commissions, filing fees and any transfer or other taxes relating
to the Shares included in the Registration Statement.   The Holder of this
Warrant agrees to cooperate with the Company in the preparation and filing of
any Registration Statement, and in the furnishing of information concerning the
Holder for inclusion therein, or in any efforts by the Company to establish that
the proposed sale is exempt under the 1933 Act as to any proposed distribution.
Except as provided above, all attorneys' fees and expenses incurred by the
Holder in enforcing its registration rights set forth in this Section 7 shall be
paid by the Company.

8.	Governing Law.  This Warrant shall be governed
by and construed in accordance with the laws of the State of Minnesota.

9.	Amendments and Waivers.  The provisions of this
Warrant may not be amended, modified or supplemented, and waiver or consents to
departures from the provisions hereof may not be given, unless the Company
agrees in writing and has obtained the written consent of the Holders.

10.	Notices.  All notices or communications
hereunder, except as herein otherwise specifically provided, shall be in writing
and if sent to the Holder shall be mailed, delivered, or telefaxed and confirmed
to the Holder at its address set forth on the records of the Company, with a
copy to Vignette Corporation, 901 S. Mopac, Building III, Austin, Texas  78746,
Attn: General Counsel; or if sent to the Company shall be mailed, delivered, or
telefaxed and confirmed to PopMail.com, Inc., 1333 Corporate Drive # 350,
Irving, TX  75038 or to such other address as the Company or the Holder shall
notify the other as provided in this Section.

IN WITNESS WHEREOF, PopMail.com, inc. has caused this Warrant
to be signed by its duly authorized officer in the date set forth
above.













PopMail.com, inc.
By:________________________________
Its:________________________________













	SUBSCRIPTION FORM


To be signed only upon exercise of Warrant.

The undersigned, the holder of the within Warrant, hereby
irrevocably elects to exercise the purchase right represented by such Warrant
for, and to purchase thereunder, ____________________ of the shares of Common
Stock of PopMail.com, inc. (the "Shares")  to which such Warrant
relates and herewith makes payment of $_____________ therefor in cash, certified
check or bank draft and requests that a certificate evidencing the Shares be
delivered to, _______________________________, the address for whom is set forth
below the signature of the undersigned:

Dated: ____________________



(Signature)



(Address)


	ASSIGNMENT FORM


To be signed only upon authorized transfer of Warrant.

FOR VALUE RECEIVED, the undersigned hereby sells, assigns,
and transfers unto _____________________________________ the right to purchase
shares of Common Stock of PopMail.com, inc. to which the within Warrant relates
and appoints ____________________ attorney, to transfer said right on the books
of _________________ with full power of substitution in the premises.

Dated: ____________________


(Signature)



(Address)




















EX-4.53
16
exh453.htm
EXHIBIT












Exhibit 4.53

The Warrant and the securities issuable upon exercise of
this Warrant (the "Securities") have not been registered under the
Securities Act of 1933 (the "Securities Act") or under any state
securities or Blue Sky laws ("Blue Sky Laws").  No transfer, sale,
assignment, pledge, hypothecation or other disposition of this Warrant or the
Securities or any interest therein may be made except (a) pursuant to an
effective registration statement under the Securities Act and any applicable
Blue Sky Laws or (b) if the Company has been furnished with both an opinion of
counsel for the holder, which opinion and counsel shall be reasonably
satisfactory to the Company, to the effect that no registration is required
because of the availability of an exemption from registration under the
Securities Act and applicable Blue Sky Laws, and assurances that the transfer,
sale, assignment, pledge, hypothecation or other disposition will be made only
in compliance with the conditions of any such registration or exemption.

	WARRANT TO PURCHASE SHARES OF COMMON STOCK

	OF POPMAIL.COM, INC.

Warrant No. ___	Irving, Texas
	December 21, 2000

This certifies that, for value received, The Shaar Fund, or
its successors or assigns ("Holder") is entitled to purchase from
PopMail.com, inc. (the "Company") One Hundred Thousand (100,000) fully
paid and nonassessable shares (the "Shares") of the Company's Common
Stock, $.01 par value (the "Common Stock"), at any time from the date
hereof until December 21, 2005 (the "Warrant Exercise Period"), at an
exercise price per share of 120% of the Market Price (as defined below) (the
"Exercise Price"), subject to adjustment as herein provided.
"Market Price" shall mean the lower of (i) the lowest trade of
the Company's Common Stock as reported by Nasdaq or (ii) the lowest price for
which the Company sells a share of Common Stock, each determined during the
period commencing thirty (30) days prior to the date hereof and ending thirty
(30) days after the date hereof.

This Warrant is subject to the following provisions, terms
and conditions:

1.	Exercise of Warrant.  The rights represented by this Warrant
may be exercised by the Holder, in whole or in part (but not as to a fractional
share of Common Stock), by the surrender of this Warrant (properly endorsed, if
required, at the Company's principal office in Irving, Texas, or such other
office or agency of the Company as the Company may designate by notice in
writing to the Holder at the address of such Holder appearing on the books of
the Company at any time within the period above named), and upon payment to it
by certified check, bank draft or cash of the purchase price for such Shares.
The Company agrees that the Shares so purchased shall have and are deemed to be
issued to the Holder as the record owner of such Shares as of the close of
business on the date on which this Warrant shall have been surrendered and
payment made for such Shares as aforesaid.  Certificates for the Shares of
Common Stock so purchased shall be delivered to the Holder within a reasonable
time, not exceeding ten (10) days, after the rights represented by this Warrant
shall have been so exercised, and, unless this Warrant has expired, a new
Warrant representing the number of Shares, if any, with respect to which this
Warrant shall not then have been exercised shall also be delivered to the Holder
within such time.  The Company may require that any such new Warrant or any
certificate for Shares purchased upon the exercise hereof bear a legend
substantially similar to that which is contained on the face of this
Warrant.
2.	Transferability of this Warrant.  This Warrant is issued
upon the following terms, to which each Holder consents and agrees:




(a)	Until this Warrant is transferred on the books of the
Company, the Company will treat the Holder of this Warrant registered as such on
the books of the Company as the absolute owner hereof for all purposes without
being affected by any notice to the contrary.

(b)	This Warrant may not be exercised, and this Warrant
and the Shares underlying this Warrant shall not be transferable, except in
compliance with all applicable state and federal securities laws, regulations
and orders, and with all other applicable laws, regulations and orders.

(c)	Prior to making any disposition of this Warrant or of
any of the Shares underlying this Warrant, the Holder will give written notice
to the Company describing the manner of any such proposed disposition.  The
Warrant may not be transferred, and the Shares may not be transferred, without
the Holder obtaining an opinion of counsel satisfactory in form and substance to
the Company's counsel stating that the proposed transaction will not result in a
prohibited transaction under the Securities Act, and applicable Blue Sky laws.
By accepting this Warrant, the Holder agrees to act in accordance with any
conditions reasonably imposed on such transfer by such opinion of counsel.

(d)	Neither this issuance of this Warrant nor the issuance
of the Shares underlying this Warrant have been registered under the Securities
Act.



3.	Certain Covenants of the Company.  The Company covenants and
agrees that all Shares which may be issued upon the exercise of the rights
represented by this Warrant, upon issuance and full payment for the Shares so
purchased, will be duly authorized and issued, fully paid and nonassessable and
free from all taxes, liens and charges with respect to the issue hereof, except
those that may be created by or imposed upon the Holder or its property, and
without limiting the generality of the foregoing, the Company covenants and
agrees that it will from time to time take all such actions as may be requisite
to assure that the par value per share of the Common Stock is at all times equal
to or less than the effective purchase price per share of the Common Stock
issuable pursuant to this Warrant.  The Company further covenants and agrees
that during the period within which the rights represented by this Warrant may
be exercised, the Company will at all times have authorized and reserved free of
preemptive or other rights for the exclusive purpose of issue upon exercise of
the purchase rights evidenced by this Warrant, a sufficient number of shares of
its Common Stock to provide for the exercise of the rights represented by this
Warrant.
4.	Adjustment of Exercise Price and Number of Shares.  The
Exercise Price and number of Shares are subject to the following
adjustments:


	(a)	Adjustment of Exercise Price for Stock
Dividend, Stock Split or Stock Combination.  In the event that (i) any
dividends on any class of stock of the Company payable in Common Stock or
securities convertible into or exercisable for Common Stock ("Common Stock
Equivalents") shall be paid by the Company, (ii) the Company shall
subdivide its then outstanding shares of Common Stock into a greater number of
shares, or (iii) the Company shall combine its outstanding shares of Common
Stock, by reclassification or otherwise, then, in any such event, the Exercise
Price in effect immediately prior to such event shall (until adjusted again
pursuant hereto) be adjusted immediately after such event to a price (calculated
to the nearest full cent) determined by dividing (a) the number of shares of
Common Stock outstanding immediately prior to such event, multiplied by the then
existing Exercise Price, by (b) the total number of shares of Common Stock
outstanding immediately after such event, and the resulting quotient shall be
the adjusted Exercise Price per share.  No adjustment of the Exercise Price
shall be made if the amount of such adjustment shall be less than $.05 per
share, but in such case any adjustment that would otherwise be required then to
be made shall be carried forward and shall be made at the time and together with
the next subsequent adjustment which, together with any adjustment or
adjustments so carried forward, shall amount to not less than $.05 per
share.

(b)	Adjustment of Number of Shares Purchasable on
Exercise of Warrants.  Upon each adjustment of the Exercise Price pursuant
to this Section, the Holder shall thereafter (until another such adjustment) be
entitled to purchase at the adjusted Exercise Price the number of shares,
calculated to the nearest full share, obtained by multiplying the number of
shares specified in such Warrant (as adjusted as a result of all adjustments in
the Exercise Price in effect prior to such adjustment) by the Exercise Price in
effect prior to such adjustment and dividing the product so obtained by the
adjusted Exercise Price.

(c)	Notice as to Adjustment.  Upon any adjustment
of the Exercise Price and any increase or decrease in the number of shares of
Common Stock purchasable upon the exercise of the Warrant, then, and in each
such case, the Company within thirty (30) days thereafter shall give written
notice thereof, by first class mail, postage prepaid, addressed to each Holder
as shown on the books of the Company, which notice shall state the adjusted
Exercise Price and the increased or decreased number of shares purchasable upon
the exercise of the Warrants, and shall set forth in reasonable detail the
method of calculation and the facts upon which such calculation is based.

(d)	Effect of Reorganization, Reclassification, Merger,
etc.  If at any time while any Warrant is outstanding there should be any
capital reorganization of the capital stock of the Company (other than the
issuance of any shares of Common Stock in subdivision of outstanding shares of
Common Stock by reclassification or otherwise and other than a combination of
shares provided for in Section 4(a) hereof), or any consolidation or merger of
the Company with another corporation, or any sale, conveyance, lease or other
transfer by the Company of all or substantially all of its property to any other
corporation, which is effected in such a manner that the holders of Common Stock
shall be entitled to receive cash, stock, securities, or assets with respect to
or in exchange for Common Stock, then, as a part of such transaction, lawful
provision shall be made so that each Holder shall have the right thereafter to
receive, upon the exercise hereof, the number of shares of stock or other
securities or property of the Company, or of the successor corporation resulting
from such consolidation or merger, or of the corporation to which the property
of the Company has been sold, conveyed, leased or otherwise transferred, as the
case may be, which the Holder would have been entitled to receive upon such
capital reorganization, reclassification of capital stock, consolidation,
merger, sale, conveyance, lease or other transfer, if such Warrant had been
exercised immediately prior to such capital reorganization, reclassification of
capital stock, consolidation, merger, sale, conveyance, lease or other transfer.
In any such case, appropriate adjustments (as determined by the Board of
Directors of the Company) shall be made in the application of the provisions set
forth in this Warrant (including the adjustment of the Exercise Price and the
number of Shares issuable upon the exercise of the Warrants) to the end that the
provisions set forth herein shall thereafter be applicable, as near as
reasonably may be, in relation to any shares or other property thereafter
deliverable upon the exercise of the Warrants as if the Warrants had been
exercised immediately prior to such capital reorganization, reclassification of
capital stock, such consolidation, merger, sale, conveyance, lease or other
transfer and the Warrant Holders had carried out the terms of the exchange as
provided for by such capital reorganization, consolidation or merger.  The
Company shall not effect any such capital reorganization, consolidation, merger
or transfer unless, upon or prior to the consummation thereof, the successor
corporation or the corporation to which the property of the Company has been
sold, conveyed, leased or otherwise transferred shall assume by written
instrument the obligation to deliver to each Holder such shares of stock,
securities, cash or property as in accordance with the foregoing provisions such
Holder shall be entitled to purchase.

5.	No Rights as Stockholders.  This Warrant shall not entitle
the Holder as such to any voting rights or other rights as a stockholder of the
Company.
6.	Governing Law.  This Warrant shall be governed by and
construed in accordance with the laws of the State of Minnesota.
7.	Amendments and Waivers.  The provisions of this Warrant may
not be amended, modified or supplemented, and waiver or consents to departures
from the provisions hereof may not be given, unless the Company agrees in
writing and has obtained the written consent of the Holders.
8.	Notices.  All notices or communications hereunder, except as
herein otherwise specifically provided, shall be in writing and if sent to the
Holder shall be mailed, delivered, or telefaxed and confirmed to the Holder at
his or her address set forth on the records of the Company; or if sent to the
Company shall be mailed, delivered, or telefaxed and confirmed to PopMail.com,
inc., 1333 Corporate Drive, Suite 350, Irving, TX  75038 or to such other
address as the Company or the Holder shall notify the other as provided in this
Section.


IN WITNESS WHEREOF, PopMail.com, inc. has caused this Warrant
to be signed by its duly authorized officer in the date set forth above.













PopMail.com, inc.

By:___________________________________
	Its:________________________________



SUBSCRIPTION FORM













To be signed only upon exercise of Warrant.

The undersigned, the holder of the within Warrant, hereby
irrevocably elects to exercise the purchase right represented by such Warrant
for, and to purchase thereunder, ___________________________________________ of
the shares of Common Stock of PopMail.com, inc. (the "Shares")  to
which such Warrant relates and herewith makes payment of $______ therefor
in cash, certified check or bank draft and requests that a certificate
evidencing the Shares be delivered to, _______________________________, the
address for whom is set forth below the signature of the undersigned:

Dated: ____________________



(Signature)



(Address)

	ASSIGNMENT FORM


To be signed only upon authorized transfer of Warrant.

FOR VALUE RECEIVED, the undersigned hereby sells, assigns,
and transfers unto _____________________________________ the right to purchase
shares of Common Stock of PopMail.com, inc. to which the within Warrant relates
and appoints ____________________ attorney, to transfer said right on the books
of _________________ with full power of substitution in the premises.

Dated: ____________________


(Signature)



(Address)


EX-4.54
17
exh454.htm
EXHIBIT











Exhibit 4.54

Schedule of Warrants
Issued in Connection with Convertible Secured Debt
Financing

Date of         Name of                 Warrant Number          Expiration Date
Issuance        Warrant Recipient       No.     Shares


12/01/00        GSI Ventures, LLC       GSI-1   200,000         12/01/05

12/08/00        GSI Ventures, LLC       GSI-2    50,000         12/08/05

12/13/00        GSI Ventures, LLC       GSI-3    50,000         12/13/05

12/15/00        GSI Ventures, LLC       GSI-4    50,000         12/15/05

12/21/00        The Shaar Fund, Ltd.    GSI-5   100,000         12/21/05

02/08/01        GSI Ventures, LLC       GSI-6    35,000         02/08/06























EX-4.55
18
exh455.htm
EXHIBIT













Exhibit 4.55

March 12, 2000


To:	Henry Fong, Gulfstream Partners

From:	PopMail.com, Inc.

Re:	Amended and Restated Letter Agreement for Investment

Dear Mr. Fong:

	PopMail.com, Inc. ("PopMail" of the "Company") hereby
agrees to sell shares of its common stock to Gulfstream Partners
("Gulfstream") on the following terms, which have been amended and
restated from the terms of our previous letter agreement dated October 30,
2000:





Gulfstream hereby subscribes for and purchases 3,000,000
shares of common stock, par value $.01 per share (the "Common
Stock") of PopMail. Upon the shareholder approval and filing of
the amendment to the Articles of Incorporation referred to above, the shares of
Common Stock issued to Gulfstream will be duly authorized, validly issued, fully
paid and non-assessable.

In payment for the Common Stock, Gulfstream agrees to pay
to the Company a cash purchase price of Four Hundred Twenty-five Thousand
Dollars ($425,000). The purchase price will be paid no later than October 30,
2000. 

Gulfstream acknowledges that an investment in PopMail is
highly speculative, involves a high degree of risk and immediate dilution and is
suitable only for persons who can afford to lose their entire investment.
Gulfstream represents and warrants that it is Gulfstream's intention to acquire
the Common Stock for its account for investment purposes and not with a view to
resale in connection with any distribution thereof.  Gulfstream further
represents and agrees that if Gulfstream should later desire to dispose of or
transfer any of the Common Stock in any manner, Gulfstream shall not do so
without registration of the Common Stock pursuant to the Securities Act of 1933
(the "Act") and applicable state laws, unless Gulfstream obtains an
opinion of counsel satisfactory to the Company that such proposed disposition or
transfer may be made lawfully without the registration. Gulfstream understands
and acknowledges that the stock certificate representing the shares of Common
Stock subscribed for hereby and to be issued by the Company upon acceptance of
this Subscription Agreement, will contain an appropriate restrictive legend
evidencing the above restrictions.

PopMail agrees that as soon as practicable and in no
event more than 60 days after the issuance of the Common Stock, it will file
with the Securities and Exchange Commission a registration statement on Form S-3
(or, if such form is unavailable, on such other form as is available for such
registration), covering the resale of the Common Stock. PopMail will use its
best efforts to have such registration statement declared effective by the SEC
within 30 days after the filing of the registration statement. PopMail will use
its best efforts to keep the registration statement effective at all times until
the earlier of (i) two years after the date of this Agreement or (ii) the date
on which Gulfstream or its assignee has sold all of the Common Stock.

Gulfstream shall maintain the right to assign up to
1,588,235 of the aforementioned 3,000,000 shares to Wayne Mills, Blake Capital
Partners or such other assignee as Gulfstream requests.

This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and to their successors and assigns. This
instrument contains the entire agreement of the parties, and there are no
representations, covenants or other agreements except as stated or referred to
herein. This Agreement shall be governed by and construed in accordance with the
laws of the State of Minnesota.

















Very truly yours,

POPMAIL.COM, INC.


By ____________________
Its ____________________
















The undersigned agrees to purchase the Common Stock described above
subject to the terms and conditions of this Amended and Restated Letter
Agreement.

GULFSTREAM PARTNERS
By ______________________
Its ______________________

Date: March 12, 2001



















EX-4.56
19
exh456.htm
EXHIBIT












Exhibit 4.56



SUBSCRIPTION AGREEMENT

	This SUBSCRIPTION AGREEMENT (the "Agreement") is made as of
March 16, 2001, by and between PopMail.com, inc., a Minnesota corporation (the
"Company"), and Goben Enterprises L.P. (the
"Purchaser").

	WHEREAS, the Company desires to sell to Purchaser, and Purchaser desires
to purchase, Five Hundred Thousand (500,000) shares of the Company's common
stock, $.01 par value (the "Shares") for an aggregate price of Thirty-
five Thousand Dollars ($35,000).

	NOW, THEREFORE, in consideration of the mutual covenants and upon the
terms and subject to the conditions set forth herein, the Company and Purchaser
agree as follows:





Acquisition of Shares. In accordance with the
terms and conditions set forth herein, the Company hereby agrees to sell,
transfer, convey and deliver to Purchaser, and Purchaser hereby agrees to
acquire on the date hereof, all right, title and interest in the Shares.  The
aggregate purchase price of the Shares shall be Thirty-five Thousand Dollars
($35,000) payable upon the parties' execution of this Agreement.  Promptly after
the execution of this Agreement and receipt of the Purchaser's payment the
Company shall deliver to Purchaser a stock certificate evidencing the
Shares.
Representations, Warranties and Covenants of the
Purchaser.  The Purchaser represents and warrants to the Company as
follows:






Binding Obligation.  This Agreement constitutes
the legal, valid and binding obligation of Purchaser in accordance with the
terms hereof.
Representations, Warranties and Covenants of the
Purchaser. 








Purchaser has been given access to full and complete
information regarding the Company (including the opportunity to meet with
Company officers and review such other documents as Purchaser may have requested
in writing).
Purchaser represents that it is an "Accredited
Investor," as that term is defined in Rule 501(a) promulgated in connection
with the Securities Act of 1933, as amended.
Purchaser is experienced and knowledgeable in financial
and business matters, is capable of evaluating the merits and risks of investing
in the Shares, and does not need or desire the assistance of a knowledgeable
representative to aid in the evaluation of such risks.
Purchaser realizes that a purchase of the Shares
represents a speculative investment involving a high degree of risk.
Purchaser realizes that the Shares have not been
registered for sale under the Securities Act of 1933, as amended, (the
"Act"), or applicable state securities laws (the "State
Laws") and may be sold only pursuant to registration under the Act and
State Laws, or an opinion of counsel satisfactory to counsel for the Company
that such registration is not required.
Purchaser is a resident of the State of
Florida.








Representations, Warranties and Covenants of the
Company.  The Company hereby represents, warrants and covenants to Purchaser
as follows:







Binding Obligation. This Agreement constitutes
the legal, valid and binding obligation of Purchaser in accordance with the
terms hereof.

No Legal Bar. The Company is not prohibited by any
order, writ, injunction or decree of any body of competent jurisdiction from
consummating the transactions contemplated by this Agreement, and no such action
or proceeding is pending against Company which questions the validity of this
Agreement or any of the transactions contemplated hereby.

Regulatory Approvals. There are no consents,
approvals, authorizations and other requirements prescribed by any law, rule or
regulation which must be obtained or satisfied by Company in order to permit the
consummation of the transactions contemplated by this Agreement.

Registration Under the Securities Act of 1933.
The Company shall include the Shares in its next registration statement filed
under the Act.  The Company shall prepare and file a registration statement
under the Act (the "Registration Statement") registering the Shares
for resale within 90 days of the date of this Agreement.  The Company shall bear
all expenses and fees incurred in connection with the preparation, filing, and
amendment of the Registration Statement with the Securities and Exchange
Commission, except that the Purchaser (or its assignee) shall pay (i) all fees,
disbursements and expenses of any counsel or expert retained by Purchaser and
(ii) all underwriting discounts and commissions, filing fees and any transfer or
other taxes relating to the Shares included in the Registration
Statement.



4.	Legend. The certificates representing the
Common Shares shall have imprinted a legend containing substantially the
following language:




"The securities represented by this certificate have
not been registered under either the Securities Act of 1933, as amended, or
applicable state securities laws and may not be sold, transferred, assigned,
offered, pledged or otherwise distributed for value unless there is an effective
registration statement under such Act and such laws covering such securities, or
the Company receives an opinion of counsel acceptable to the Company stating
that such sale, transfer, assignment, offer, pledge or other distribution for
value is exempt from the registration and prospectus delivery requirements of
such Act and such laws."



	5.	Miscellaneous.  

(a)	Governing Law.  This Agreement shall be
governed by and construed in accordance with the internal laws of the State of
Minnesota, without giving effect to the principles of conflict of laws.





Entire Agreement; Severability and
Enforcement.









This Agreement and the instruments delivered pursuant
hereto constitute the entire agreement between the parties and supersede all
prior agreements and understandings, written or oral, between the parties
relating to the subject matter hereof.  This Agreement may be amended or
supplemented only by a writing signed by all of the parties hereto.

Each provision of this Agreement is severable.  If any
provision of this Agreement is found to be unenforceable or in violation of any
statute, rule, regulation, order or decree of any governmental authority, court
or agency, then such provision shall be modified to the minimum extent necessary
so as to render it enforceable and cure such violation, and all other provisions
hereof shall remain in full force and effect notwithstanding such
violation.









Facsimile/Counterpart Execution. This Agreement
may be executed by facsimile transmitted signature, and both parties agree that
the reproduction of signatures by way of telecopying devices shall be treated as
though such reproductions were executed originals.  This Agreement may be
executed in counterparts, each of which shall be considered an
original.



IN WITNESS WHEREOF, the parties have
executed this Agreement as of the date and year first written above.
PopMail.com,
Inc.					


By:_____________________________	____________________________
__
   	Stephen J. Spohn				Goben Enterprises L.P.
("Purchaser")















Chief Financial
Officer	By:____________________________	
PopMail.com, Inc.	SS#:_________________________














	1333 Corporate Drive, Suite 350	Address:
______________________	
	Irving, TX
75038			______________________________
							_________________________






















EX-10.20
20
exh1020.htm
EXHIBIT











EXHIBIT 10.20
Date of		Name of		Warrant	        Number		Expiration
Issuance	Recipient	No.		Shares		Date		Status

3/03/99	Michael A. Bird		BWL-1		25,000		3/03/2004	Cancelled
3/03/99	John E. Feltl		BWL-2		82,500		3/03/2004
3/03/99	Stephen D. King		BWL-3		82,500		3/03/2004
3/03/99	Timothy I. Maudlin		BWL-4		50,000		3/03/2004
3/03/99	Wayne W. Mills		BWL-5		250,000		3/03/2004	Cancelled

Note: all share amounts and exercise prices are pre-split values.




















EX-10.23
21
exh1023.htm
EXHIBIT












EXHIBIT 10.23


Schedule of Warrants Issued in Connection with Series A 8% Convertible
Preferred Stock
Date of	Name of		Warrant	Number		Expiration
Issuance	Holder	 	No. 	Shares		Date /Status

5/14/99	The Shaar Fund, Ltd	A-1	300,000		5/14/2004
						Cancelled

5/14/99	Progressive Group	A-2	150,000		5/14/2004


NOTE:  All share amounts and exercise
prices reflect pre-split values.




















EX-10.29
22
exh1029.htm
EXHIBIT












EXHIBIT 10.29


Schedule of Warrants
Issued in Connection with Series C 8% Convertible Preferred
Stock

Date of	Name of 		Warrant	Number		Exercise Price
Issuance	Recipient		No.	Shares		Expiration Date

11/12/99	The Shaar Fund, Ltd.	C-1	100,000		$3.00
						7/13/2004
						Cancelled

7/13/99	Progressive Group	C-2	150,000		$3.00
						7/13/2004

11/12/99	The Shaar Fund, Ltd.	C-1b	100,000		$3.00
						7/13/2004
						Cancelled

11/12/99	The Shaar Fund, Ltd.	C-3	200,000		$2.00
						7/13/2004
						Cancelled



Note:  All share numbers and exercise prices are pre-split values.




















EX-10.33
23
exh1033.htm
EXHIBIT










EXHIBIT 10.33


Schedule of Warrants
Issued in Connection with Series D 8% Convertible Preferred
Stock

Date of		Name of		Warrant		Number		Expiration Date
Issuance		Recipient		No.		Shares


8/31/99		The Shaar Fund, Ltd.	D-1		300,000		8/31/2004
								Cancelled

8/31/99		Progressive Group	D-2		150,000		8/31/2004

Note:  All share amounts are pre-split
values.




















EX-10.52
24
exh1052.htm
EXHIBIT












Exhibit 10.52

STOCK PURCHASE AGREEMENT
By and Between
NETCALENDAR, INC.
and
POPMAIL.COM, INC.
______________________________
August __, 2000
______________________________






STOCK PURCHASE AGREEMENT


This Stock Purchase Agreement (the "Agreement") is entered into as of
August 8, 2000 (the "Effective Date") by and between NetCalendar, Inc., a
corporation organized under the laws of the State of Delaware (hereinafter
"NetCalendar"), and PopMail.com, inc., a Minnesota corporation
("PopMail").



W I T N E S S E T H:


WHEREAS, PopMail desires to purchase 27,624 shares of NetCalendar common
stock, par value $0.01 per share (the "Shares") and NetCalendar is willing to
sell the Shares to PopMail pursuant to the terms, and subject to the conditions
set forth hereinafter.
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
A G R E E M E N T:




PURCHASE AND SALE OF STOCK


Purchase and Sale.  Pursuant to the terms, and subject to the
conditions set forth herein, NetCalendar shall issue and sell the Shares to
PopMail, and PopMail shall purchase the Shares from NetCalendar for the price of
$1,000,000 (the "Purchase Price") payable in the manner specified in Section
1.2.

Payment of the Purchase Price. The Purchase Price shall be paid in
shares of PopMail common stock, $.01 par value, ("Purchase Price Shares")
delivered to NetCalendar at the closing (the "Closing") of the purchase
transaction contemplated herein selected by mutual agreement of the parties, but
not later than August 26, 2000 (the "Initial Closing Date").  For purposes of
this Section 1.2, the Purchase Price Shares shall be valued at the average
closing share price of PopMail common stock for the ten consecutive trading days
preceding the second business day prior to the Initial Closing Date (the
"Initial Closing Share Price"); provided, however, that PopMail
shall not be obligated to issue shares of its common stock at an effective per
share price of less than $.50.  If the average closing share price of PopMail
common stock for the ten consecutive trading days preceding the second business
day prior to the Initial Closing Date is less than $.50, PopMail shall offer to
NetCalendar Purchase Price Shares at an effective per share price of $.50 and
NetCalendar shall have the option to accept such offer (in which event the
Initial Closing Share Price shall be $.50) or to reject such offer and terminate
this Agreement pursuant to Section 6.1.
The Closing.  The Closing shall take place at the offices of Maslon
Edelman Borman & Brand, LLP, 3300 Wells Fargo Center, Minneapolis, MN 55402.
At the Closing, NetCalendar shall deliver to PopMail a certificate representing
the Shares in a form reasonably satisfactory to PopMail and its counsel and duly
executed by authorized officers of NetCalendar. At the Closing, PopMail shall
deliver to NetCalendar certificates representing the Purchase Price Shares in a
form reasonably satisfactory to NetCalendar and its counsel and duly executed by
authorized officers of PopMail. 
Supplemental Closing.  During the seven (7) business day period
commencing on the 435th day following the Initial Closing Date, NetCalendar
shall make the following determinations:  (a) the average per share selling
price (the "Average Selling Price") of all Purchase Price Shares, if any, sold
by NetCalendar during the 15-month period beginning upon the Initial Closing
Date pursuant to the provisions of Section 5.2 hereof, and (b) the number of
Purchase Price Shares, if any, which NetCalendar offered for sale at any time
pursuant to the provisions of Section 5.2 hereof, but was not able to sell due
to lack of a buyer during the applicable period (the "Unsold Purchase Price
Shares").  NetCalendar shall provide to PopMail written notice of each such
determination in reasonable detail, which notice shall include a certificate
containing any Unsold Purchase Price Shares (the "Lookback Notice").  If the
Average Selling Price of Purchase Price Shares sold by NetCalendar during such
period is less than the Initial Closing Share Price of such shares, NetCalendar
shall have the right to receive additional cash or, at PopMail's option, shares
of PopMail common stock ("Supplemental Purchase Price Shares") equal in value to
the amount by which the Initial Closing Share Price exceeds the Average Selling
Price, multiplied by the number of Purchase Price Shares sold by NetCalendar
during such 15-month period (such amount constituting the "Supplemental Purchase
Price").  In addition to the Supplemental Purchase Price, to the extent
NetCalendar has returned any Unsold Purchase Price Shares with the Lookback
Notice, NetCalendar shall have the right to receive, in exchange therefor, such
number of NetCalendar Shares as provided  below.  On the 10th business day
following the date of the Lookback Notice delivered in accordance herewith(the
"Supplemental Closing Date"), PopMail shall deliver to NetCalendar (a) either
cash or one or more certificates executed by duly authorized officers of PopMail
representing Supplemental Purchase Price Shares equal in value to the
Supplemental Purchase Price, and (b) such number of Shares as shall have been
purchased by PopMail with the Unsold Purchase Price Shares as of the Initial
Closing Date.  For purposes of this Section 1.4, the value of the Supplemental
Purchase Price Shares shall be equal to the average closing share price of
PopMail common stock for the ten consecutive trading days preceding the second
business day prior to the Supplemental Closing Date.  In the event that the
Supplemental Registration Statement is not declared effective by the Securities
and Exchange Commission (the "SEC") on or before the Supplemental Registration
Due Date, or is not maintained effective throughout the Supplemental
Registration Period, pursuant to the provisions of Section 5.3 hereof,
NetCalendar shall be entitled to return to PopMail certificates representing
such number of Supplemental Purchase Price Shares as shall then be held by
NetCalendar (such shares representing the "Unrealized Supplemental Purchase
Price") and PopMail shall, within five (5) days following receipt of same,
either pay to NetCalendar the Unrealized Supplemental Purchase Price in cash or
return to NetCalendar that number of Shares as shall have been equivalent in
value to the Unrealized Supplemental Purchase Price as of the Initial Closing
Date.


REPRESENTATIONS AND WARRANTIES


Representations and Warranties of NetCalendar.  NetCalendar
hereby represents and warrants to PopMail as of the date hereof as follows:


Organization and Qualification.  NetCalendar is a corporation,
validly existing and in good standing under the laws of the State of Delaware,
with the requisite corporate power and authority to own and use its properties
and assets and to carry on its business as currently conducted.  NetCalendar is
duly qualified to do business and is in good standing as a foreign corporation
in each jurisdiction in which the nature of the business conducted or property
owned by it makes such qualification necessary, except where the failure to be
so qualified or in good standing, as the case may be, could not, individually or
in the aggregate, (x) adversely affect the legality, validity or enforceability
of the Shares or this Agreement, (y) have a material adverse effect on the
results of operations, assets, or financial condition of NetCalendar, or (z)
adversely impair NetCalendar's ability to perform fully on a timely basis its
material obligations under this Agreement (a "Material Adverse Effect").
Authorization; Enforcement.  NetCalendar has the requisite corporate
power and authority to enter into and to consummate the transactions
contemplated by this Agreement and to otherwise carry out its obligations
thereunder. The execution and delivery of this Agreement by NetCalendar and the
consummation by it of the transactions contemplated hereby have been duly
authorized by all necessary action on the part of NetCalendar. This Agreement
has been duly executed by NetCalendar and when delivered in accordance with the
terms hereof shall constitute the legal, valid and binding obligation of
NetCalendar enforceable against NetCalendar in accordance with its terms, except
as such enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating to, or
affecting generally the enforcement of, creditors' rights and remedies or by
other equitable principles of general application.  NetCalendar is not in
violation of any provision of its certificate of incorporation, bylaws or other
charter documents.
Capitalization.  The authorized, issued and outstanding capital stock
of NetCalendar is set forth in Schedule 2.1(c).  The only shares of currently
issued and outstanding NetCalendar capital stock (including shares of common
stock) entitled to preemptive or similar rights are shares of Series A, B and C
Convertible Preferred Stock. Except as disclosed in Schedule 2.1(c), there are
no outstanding options, warrants, script rights to subscribe to, calls or
commitments of any character whatsoever relating to, or, securities, rights or
obligations convertible into or exchangeable for, or giving any person any right
to subscribe for or acquire any shares of common stock, or contracts,
commitments, understandings, or arrangements by which NetCalendar is or may
become bound to issue additional shares of common stock, or securities or rights
convertible or exchangeable into shares of common stock. 
Issuance of the Shares.  The Shares are duly authorized, and, when
issued against payment as contemplated by this Agreement, shall be validly
issued.
No Conflicts.  The execution, delivery and performance of this
Agreement by NetCalendar and the consummation by NetCalendar of the transactions
contemplated hereby do not and will not (i) conflict with or violate any
provision of its certificate of incorporation, bylaws or other charter documents
(each as amended through the date hereof), (ii) conflict with, or constitute a
default (or an event which with notice or lapse of time or both would become a
default) under, or give to others any rights of termination, amendment,
acceleration or cancellation of, any agreement, indenture or instrument
(evidencing a NetCalendar debt or otherwise) to which NetCalendar is a party or
by which any property or asset of NetCalendar is bound or affected, or (iii)
result in a violation of any law, rule, regulation, order, judgment, injunction,
decree or other restriction of any court or governmental authority to which
NetCalendar is subject (including federal and state securities laws and
regulations), or by which any property or asset of NetCalendar is bound or
affected, except in the case of each of clauses (ii) and (iii), as could not,
individually or in the aggregate, have or result in a Material Adverse Effect.
The business of NetCalendar is not being conducted in violation of any law,
ordinance or regulation of any governmental authority, except for violations
which, individually or in the aggregate, could not have or result in a Material
Adverse Effect.
Consents and Approvals.  NetCalendar is not required to obtain any
consent, waiver, authorization or order of, or make any filing or registration
with, any court or other federal, state, local, foreign or other governmental
authority or other Person (defined below) in connection with the execution,
delivery and performance by NetCalendar of this Agreement other than where the
failure to obtain such consent, waiver, authorization or order, or to give or
make such notice or filing, could not have or result in, individually or in the
aggregate, a Material Adverse Effect.  NetCalendar shall deliver to PopMail the
Shares in the manner contemplated hereby free and clear of all liens and
encumbrances of any nature whatsoever. A "Person" means an individual or
corporation, partnership, trust, incorporated or unincorporated association,
joint venture, limited liability company, joint stock company, government (or an
agency or subdivision thereof) or other entity of any kind.
Litigation; Proceedings.  Except as specifically disclosed in
Schedule 2.1(g), there is no action, suit, notice of violation, proceeding or
investigation pending or, to the knowledge of NetCalendar, threatened against or
affecting NetCalendar or any of its properties before or by any court,
governmental or administrative agency or regulatory authority (federal, state,
county, local or foreign) which (i) adversely affects or challenges the
legality, validity or enforceability of this Agreement or the Shares or (ii)
could, individually or in the aggregate, have or result in a Material Adverse
Effect.
No Default or Violation.  NetCalendar (i) is not in default under or
in violation of (and has not received notice of a claim that it is in default
under or that it is in violation of) any indenture, loan or credit agreement or
any other agreement or instrument to which it is a party or by which it or any
of its properties is bound, (ii) is not in violation of any order of any court,
arbitrator or governmental body, or (iii) is not in violation of any statute,
rule or regulation of any governmental authority, except as could not
individually or in the aggregate, have or result in, a Material Adverse
Effect.
Private Offering.  Assuming the accuracy of the representations and
warranties of PopMail set forth in Sections 2.2(h), (i) and (j), the offer,
issuance and sale of the Shares to PopMail as contemplated hereby are exempt
from the registration requirements of the Securities Act of 1933, as amended
(the "Securities Act").
Investment Intent.  NetCalendar is acquiring the Purchase Price
Shares, and may acquire the Supplemental Purchase Price Shares, for
NetCalendar's own account for investment purposes only and not with a view to or
for distributing or reselling such securities except pursuant to a registration
statement then effective under the Securities Act.
Access to Information. NetCalendar acknowledges that NetCalendar has
been afforded (i) the opportunity to ask such questions as NetCalendar has
deemed necessary of, and to receive answers from, representatives of PopMail
concerning the merits and risks of investing in the Purchase Price Shares and
the Supplemental Purchase Price Shares; (ii) access to information about PopMail
and PopMail's financial condition, results of operations, business, properties,
management and prospects sufficient to enable NetCalendar to evaluate
NetCalendar's investment; and (iii) the opportunity to obtain such additional
information which PopMail possesses or can acquire without unreasonable effort
or expense that is necessary to make an informed investment decision.
Reliance. NetCalendar understands and acknowledges that (i) the
Purchase Price Shares and the Supplemental Purchase Price Shares are being
issued to NetCalendar without registration under the Securities Act in a private
placement that is exempt from the registration provisions of the Securities Act
and (ii) the availability of such exemption, depends in part on, and PopMail
will rely upon the accuracy and truthfulness of, the foregoing representations
and NetCalendar hereby consents to such reliance.

Representations and Warranties of PopMail.  PopMail hereby represents
and warrants to NetCalendar as of the date hereof as follows:


Organization and Qualification.  PopMail is a corporation, validly
existing and in good standing under the laws of the State of Minnesota, with the
requisite corporate power and authority to own and use its properties and assets
and to carry on its business as currently conducted.  PopMail is duly qualified
to do business and is in good standing as a foreign corporation in each
jurisdiction in which the nature of the business conducted or property owned by
it makes such qualification necessary, except where the failure to be so
qualified or in good standing, as the case may be, could not, individually or in
the aggregate, (x) adversely affect the legality, validity or enforceability of
the Purchase Price Shares, the Supplemental Purchase Price Shares or this
Agreement, (y) have a material adverse effect on the results of operations,
assets, or financial condition of PopMail, or (z) adversely impair PopMail's
ability to perform fully on a timely basis its material obligations under this
Agreement (a "Material Adverse Effect").
Authorization; Enforcement.  PopMail has the requisite corporate
power and authority to enter into and to consummate the transactions
contemplated by this Agreement and to otherwise carry out its obligations
thereunder. The execution and delivery of this Agreement by PopMail and the
consummation by it of the transactions contemplated hereby have been duly
authorized by all necessary action on the part of PopMail. This Agreement has
been duly executed by PopMail and when delivered in accordance with the terms
hereof shall constitute the legal, valid and binding obligation of PopMail
enforceable against PopMail in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating to, or
affecting generally the enforcement of, creditors' rights and remedies or by
other equitable principles of general application.  PopMail is not in violation
of any provision of its articles of incorporation, bylaws or other charter
documents.
Issuance of the Purchase Price Shares and the Supplemental Purchase Price
Shares.  The Purchase Price Shares and the Supplemental Purchase Price
Shares are duly authorized, and, when issued against payment as contemplated by
this Agreement, shall be validly issued.
No Conflicts.  The execution, delivery and performance of this
Agreement by PopMail and the consummation by PopMail of the transactions
contemplated hereby do not and will not (i) conflict with or violate any
provision of its articles of incorporation, bylaws or other charter documents
(each as amended through the date hereof), (ii) conflict with, or constitute a
default (or an event which with notice or lapse of time or both would become a
default) under, or give to others any rights of termination, amendment,
acceleration or cancellation of, any agreement, indenture or instrument
(evidencing a PopMail debt or otherwise) to which PopMail is a party or by which
any property or asset of PopMail is bound or affected, or (iii) result in a
violation of any law, rule, regulation, order, judgment, injunction, decree or
other restriction of any court or governmental authority to which PopMail is
subject (including federal and state securities laws and regulations), or by
which any property or asset of PopMail is bound or affected, except in the case
of each of clauses (ii) and (iii), as could not, individually or in the
aggregate, have or result in a Material Adverse Effect.  The business of PopMail
is not being conducted in violation of any law, ordinance or regulation of any
governmental authority, except for violations which, individually or in the
aggregate, could not have or result in a Material Adverse Effect.
Consents and Approvals.  PopMail is not required to obtain any
consent, waiver, authorization or order of, or make any filing or registration
with, any court or other federal, state, local, foreign or other governmental
authority or other Person (defined below) in connection with the execution,
delivery and performance by PopMail of this Agreement other than where the
failure to obtain such consent, waiver, authorization or order, or to give or
make such notice or filing, could not have or result in, individually or in the
aggregate, a Material Adverse Effect.  PopMail shall deliver to PopMail the
Purchase Price Shares and, if applicable, the Supplemental Purchase Price Shares
in the manner contemplated hereby free and clear of all liens and encumbrances
of any nature whatsoever. A "Person" means an individual or corporation,
partnership, trust, incorporated or unincorporated association, joint venture,
limited liability company, joint stock company, government (or an agency or
subdivision thereof) or other entity of any kind.
Litigation; Proceedings.  Except as specifically disclosed in
Schedule 2.2(f), there is no action, suit, notice of violation, proceeding or
investigation pending or, to the knowledge of PopMail, threatened against or
affecting PopMail or any of its properties before or by any court, governmental
or administrative agency or regulatory authority (federal, state, county, local
or foreign) which (i) adversely affects or challenges the legality, validity or
enforceability of this Agreement or the Purchase Price Shares or the
Supplemental Purchase Price Shares or (ii) could, individually or in the
aggregate, have or result in a Material Adverse Effect.
Private Offering.  Assuming the accuracy of the representations and
warranties of NetCalendar set forth in Sections 2.1(j), (k) and (l), the offer,
issuance and sale of the Purchase Price Shares and the Supplemental Purchase
Price Shares to NetCalendar as contemplated hereby are exempt from the
registration requirements of the Securities Act of 1933, as amended (the
"Securities Act").
Investment Intent.  PopMail is acquiring the Shares for PopMail's own
account for investment purposes only and not with a view to or for distributing
or reselling such securities.
Access to Information. PopMail acknowledges that PopMail has been
afforded (i) the opportunity to ask such questions as PopMail has deemed
necessary of, and to receive answers from, representatives of NetCalendar
concerning the merits and risks of investing in the Shares; (ii) access to
information about NetCalendar and NetCalendar's financial condition, results of
operations, business, properties, management and prospects sufficient to enable
PopMail to evaluate PopMail's investment; and (iii) the opportunity to obtain
such additional information which PopMail possesses or can acquire without
unreasonable effort or expense that is necessary to make an informed investment
decision.
Reliance. PopMail understands and acknowledges that (i) the Shares
are being issued to PopMail without registration under the Securities Act in a
private placement that is exempt from the registration provisions of the
Securities Act and (ii) the availability of such exemption, depends in part on,
and NetCalendar will rely upon the accuracy and truthfulness of, the foregoing
representations and PopMail hereby consents to such reliance.



INDEMNIFICATION


Survival of Representations and Warranties. Notwithstanding any
investigation made by or on behalf of any of the parties hereto or the results
of any such investigation and notwithstanding the participation of such party in
the Closing, the representations and warranties contained in Article 2
hereof shall survive the Closing, provided that claims based upon any alleged
breach of a representation or warranty contained in Sections 2.1(g) or 2.2(f)
may be brought at any time on or prior to the expiration of any relevant statute
of limitations governing the underlying claim.
Indemnification of PopMail.  NetCalendar agrees to indemnify and hold
harmless PopMail, and each of PopMail's subsidiaries, and their respective
officers, directors, employees, agents, affiliates and shareholders against and
in respect of: (i) any and all losses, damages or deficiencies (whether as a
result of a direct claim by PopMail against NetCalendar, a third party claim
against PopMail or otherwise) resulting to PopMail from any and all breaches of
representations, warranties, covenants or other terms of this Agreement by
NetCalendar made or contained in this Agreement or in any certification, list,
document, exhibit or schedule delivered to PopMail under or in connection with
this Agreement or the transactions contemplated herein; and (ii) all costs and
expenses incident to any and all actions, suits, proceedings, claims, demands,
assessments, settlements or judgments in respect of  the foregoing, regardless
of the merit thereof, including PopMail's reasonable legal and accounting fees
and expenses (whether incident to the foregoing or to PopMail's enforcement of
said rights of defense and indemnity) (items (i) and(ii) above shall be referred
to herein collectively as "PopMail's Damages").
Procedure for Indemnification of PopMail.  If any action, suit or
proceeding shall be commenced against PopMail or any claim, demand or assessment
be asserted against PopMail in respect of which PopMail proposes to demand
indemnification, PopMail shall notify NetCalendar to that effect with reasonable
promptness. PopMail will have the right to cause NetCalendar to assume the
entire control of the defense, compromise or settlement thereof, including, at
the expense of NetCalendar, employment of counsel satisfactory to PopMail and,
in connection therewith, PopMail shall cooperate fully to make available to
NetCalendar all pertinent information under its control.  With respect to any
action, suit, proceeding claim, demand or assessment made against PopMail as to
which PopMail does not cause NetCalendar to assume control of the defense
thereof, NetCalendar shall thereafter reimburse PopMail for all of PopMail's
Damages, as and when they are incurred.
Indemnification of NetCalendar.  PopMail agrees to indemnify and hold
harmless NetCalendar, and each of NetCalendar's subsidiaries, and their
respective officers, directors, employees, agents, affiliates and stockholders
against and in respect of: (i) any and all losses, damages or deficiencies
(whether as a result of a direct claim by NetCalendar against PopMail, a third
party claim against NetCalendar or otherwise) resulting to NetCalendar from any
and all breaches of representations, warranties, covenants or other terms of
this Agreement by PopMail made or contained in this Agreement or in any
certification, list, document, exhibit or schedule delivered to NetCalendar
under or in connection with this Agreement or the transactions contemplated
herein; and (ii) all costs and expenses incident to any and all actions, suits,
proceedings, claims, demands, assessments, settlements or judgments in respect
of  the foregoing, regardless of the merit thereof, including NetCalendar's
reasonable legal and accounting fees and expenses (whether incident to the
foregoing or to NetCalendar's enforcement of said rights of defense and
indemnity) (items (i) and(ii) above shall be referred to herein collectively as
"NetCalendar's Damages").
Procedure for Indemnification of NetCalendar.  If any action, suit or
proceeding shall be commenced against NetCalendar or any claim, demand or
assessment be asserted against NetCalendar in respect of which NetCalendar
proposes to demand indemnification, NetCalendar shall notify PopMail to that
effect with reasonable promptness. NetCalendar will have the right to cause
PopMail to assume the entire control of the defense, compromise or settlement
thereof, including, at the expense of PopMail, employment of counsel
satisfactory to NetCalendar and, in connection therewith, NetCalendar shall
cooperate fully to make available to PopMail all pertinent information under its
control.  With respect to any action, suit, proceeding claim, demand or
assessment made against NetCalendar as to which NetCalendar does not cause
PopMail to assume control of the defense thereof, PopMail shall thereafter
reimburse NetCalendar for all of NetCalendar's Damages, as and when they are
incurred.


OTHER AGREEMENTS OF THE PARTIES


Transfer Restrictions.  


The Shares, Purchase Price Shares, the Supplemental Purchase Price Shares
and the Additional Shares (defined in Section 4.4 below) may only be disposed of
pursuant to an effective registration statement under the Securities Act or
pursuant to an available exemption from or in a transaction not subject to the
registration requirements thereof. In connection with any transfer of such
securities other than pursuant to an effective registration statement, the
issuer may require the transferor thereof to provide to the issuer an opinion of
counsel experienced in the area of federal securities laws selected by the
transferor, the form and substance of which opinion shall be reasonably
satisfactory to the issuer and its counsel, to the effect that such transfer
does not require registration under the Securities Act of 1933, as amended.

Each of NetCalendar and PopMail agree to the imprinting, so long as is
required by this Section 4.1(b), of either of the following legends on
certificates and other documents representing the Shares, Purchase Price Shares,
Supplemental Purchase Price Shares and Additional Shares: 

Legend (1):
THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE, IN
RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT
OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS.
Legend (2):
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND
MAY BE TRANSFERRED ONLY IF REGISTERED UNDER SUCH APPLICABLE ACTS OR UPON
DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE
COMPANY, THAT SUCH TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
The legends set forth above shall be removed from such certificates and
other documents and the issuer shall issue a certificate without any legend
(upon surrender of the legended certificates or other documents duly endorsed)
to each holder of such certificates and other documents upon which it is stamped
if (i) such securities are registered for resale under the Securities Act or
(ii) such legend is not required pursuant to Rule 144(k) promulgated under the
Securities Act. Each of NetCalendar and PopMail agrees that it will provide the
other, upon request, with certificates representing the issuer's securities
issued pursuant to this Agreement free from such legend at such time as such
legend is no longer required in accordance with this Section.
Appointment to Board of Advisors; Appointment to Board of Directors.



Promptly upon the Closing of the purchase of the Shares contemplated by this
Agreement, NetCalendar shall appoint one person designated by PopMail to the
NetCalendar Board of Advisors and permit such person (or any replacement
designated by PopMail) to fully participate in the duties and other activities
of the Board of Advisors, and shall reimburse such person for any and all
expense reasonably incurred in connection therewith, so long as PopMail owns any
of the Shares.  PopMail hereby designates ______________ as PopMail's first
appointee to serve on the NetCalendar Board of Advisors.
In the event that PopMail fully exercises the Option pursuant to Section 4.4
below as to all 27,624 Additional Shares, and PopMail causes the Initial
Registration Statement defined in Section 5.1 to be declared effective on or
before the Initial Registration Due Date, NetCalendar shall cause PopMail's
designee (or any replacement designee subsequently identified by PopMail) to be
appointed to the NetCalendar Board of Directors.  So long as (i) the Initial
Registration Statement is maintained effective throughout the Registration
Period and any Supplemental Registration Statement is maintained effective
throughout the Supplemental Registration Period, and (ii) PopMail owns in excess
of eight percent (8%) of NetCalendar's issued and outstanding shares of capital
stock, on a fully diluted, as-converted basis, PopMail's designee shall continue
to serve on the NetCalendar Board of Directors.

Option to Purchase Additional Shares.  NetCalendar hereby grants to
PopMail an option (the "Option") to purchase up to 27,624 additional shares of
NetCalendar common stock (the "Additional Shares") at a per share price of
$36.2004 (the "Exercise Price"), payable in cash. To exercise the Option,
PopMail must deliver written notice thereof (the "Option Notice") to NetCalendar
on or before the 30th day following the Initial Closing Date.  In the event that
PopMail elects to exercise the Option, the parties shall select a mutually
agreeable closing date, time and location within thirty (30) days of the Option
Notice, at which PopMail will deliver to NetCalendar the aggregate Exercise
Price and NetCalendar shall deliver to PopMail certificates representing the
Additional Shares.
Notice of Breaches.  Each of NetCalendar and PopMail shall give
prompt written notice to the other of any breach of any representation, warranty
or other agreement contained in this Agreement, as well as any events or
occurrences arising after the date hereof and prior to the Initial Closing Date
which would reasonably be likely to cause any representation or warranty or
other agreement of such party, as the case may be, contained herein to be
materially incorrect or breached as the date thereof.  However, no disclosure by
either party pursuant to this Section 4.5 shall be deemed to cure any breach of
any representation, warranty or other agreement contained herein


REGISTRATION OF POPMAIL COMMON STOCK


Filing of Initial Registration Statement.  On or before the 30th
day following the Initial Closing Date, PopMail shall prepare and file a
registration statement on Form S-3 (or any successor form thereto) (the "Initial
Registration Statement") covering the resale of the Purchase Price Shares issued
pursuant to Section 1.2 hereof with the SEC pursuant to Rule 415 of the
Securities Act.  PopMail will use its reasonable best efforts to have the
Initial Registration Statement declared effective by the SEC on or before the
75th day following the Initial Closing Date (the Initial Registration Due
Date").  PopMail  shall maintain the effectiveness of the Initial Registration
Statement at all times until the second anniversary of the Initial Closing Date
(the "Registration Period").
Resale of Purchase Price Shares.  NetCalendar may sell pursuant to
the Initial Registration Statement up to 25 percent of the Purchase Price Shares
during each of four successive 90 day periods commencing on the date the Initial
Registration Statement is declared effective by the SEC (the "Effective Date").
NetCalendar may sell any remaining Purchase Price Shares pursuant to the Initial
Registration Statement during the period commencing on the 361 day following the
Effective Date and ending upon the expiration of the Registration Period and,
thereafter, pursuant to Rule 144 promulgated under the Securities Act of 1933,
as amended.
Supplemental Registration Statement.  In the event that PopMail
issues Supplemental Purchase Price Shares pursuant to the provisions of Section
1.4 hereof, PopMail shall prepare and file a registration statement on Form S-3
(or any successor form thereto) (the "Supplemental Registration Statement")
covering the resale of such securities with the SEC pursuant to Rule 415 of the
Securities Act.  PopMail will use its reasonable best efforts to have the
Supplemental Registration Statement declared effective by the SEC on or before
the 75th day following the Supplemental Closing Date (the "Supplemental
Registration Due Date"). PopMail shall maintain the effectiveness of the
Supplemental Registration Statement at all times until the first anniversary of
the Supplemental Closing Date (the "Supplemental Registration Period").
Filing of Amendments.  PopMail shall prepare and file with the SEC
such amendments (including post-effective amendments) and supplements to the
Initial Registration Statement (and, if applicable, the Supplemental
Registration Statement) and the prospectus(es) used in connection therewith as
may be necessary to keep such Registration Statements effective at all times
through the Registration Period and the Supplemental Registration Period.
Qualification Under Blue Sky Laws. PopMail shall use its reasonable
best efforts to (i) register and qualify the securities covered by the Initial
Registration Statement and Supplemental Registration Statement (collectively,
the "PopMail Shares") under such other securities or blue sky laws of such
jurisdictions as NetCalendar may reasonably request, (ii) prepare and file in
those jurisdictions such amendments (including post-effective amendments) and
supplements, (iii) take such other actions as may be necessary to maintain such
registrations and qualifications in effect at all times through the Registration
Period and, if applicable, the Supplemental Registration Period and (iv) take
all other actions reasonably necessary or advisable to qualify the PopMail
Shares for sale in such jurisdictions; provided, however, that
PopMail shall not be required in connection therewith or as a condition thereto
to (I) qualify to do business in any jurisdiction where it would not otherwise
be required to qualify but for this Section 5.5, (II) subject itself to general
taxation in any such jurisdiction, (III) file a general consent to service of
process in any such jurisdiction (excluding execution of a Form U-2 Uniform
Consent to Service of Process or equivalent filing which may be required for
such registration, qualification or any exemption therefrom), or (IV) make any
change in its charter or bylaws.
Registration Expenses.  All expenses (other than fees and expenses of
investment bankers  retained by NetCalendar, if any, and brokerage commissions)
incurred in connection with registrations, filings or qualifications pursuant to
this Article 5, including, without limitation, all registration, listing and
qualifications fees, printers and accounting fees and the fees and disbursements
of counsel for PopMail, shall be borne by PopMail; provided,
however, that NetCalendar shall bear the fees and out-of-pocket expenses
of its own legal counsel and any  accountants and agents engaged by
NetCalendar.
Indemnification.  In the event any PopMail Shares are included in a
registration statement pursuant to this Agreement:


To the extent permitted by law, PopMail (in such capacity an "Indemnifying
Party") shall indemnify and hold NetCalendar (in such capacity an "Indemnified
Person") harmless against any losses, claims, damages, expenses or liabilities
(collectively the "Claims") to which NetCalendar becomes subject under the
Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange
Act") or otherwise, insofar as such Claims (or actions or proceedings, whether
commenced or threatened, in respect thereof) arise out of or are based upon any
of the following statements, omissions or violations in the Initial Registration
Statement or Supplemental Registration Statement, or any post-effective
amendment thereof, or any prospectus included therein: (i) any untrue statement
or alleged untrue statement of a material fact contained in either registration
statement or any post-effective amendment thereof or the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, (ii) any untrue
statement or alleged untrue statement of a material fact contained in any
preliminary prospectus if used prior to the effective date of the applicable
registration statement, or contained in the final prospectus (as amended or
supplemented, if PopMail files any amendment thereof or supplement thereto with
the SEC) or the omission or alleged omission to state therein any material fact
necessary to make the statements made therein, in light of the circumstances
under which the statements therein were made, not misleading or (iii) any
violation or alleged violation by PopMail of the Securities Act, the Exchange
Act or any state securities law or any rule or regulation (the matters in the
foregoing clauses (i) through (iii) being, collectively, "Violations").  PopMail
shall reimburse NetCalendar promptly as such expenses are incurred and are due
and payable, for any legal fees or other reasonable expenses incurred by
NetCalendar in connection with investigating or defending any such Claim.
Notwithstanding anything to the contrary contained herein, the indemnification
agreement contained in this Section 5.7 shall not apply to a Claim arising out
of or based upon a Violation which occurs in reliance upon and in conformity
with information furnished in writing to PopMail by NetCalendar expressly for
use in connection with the preparation of either the Initial Registration
Statement or the Supplemental Registration Statement or any such amendment
thereof.  Such indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of such Indemnified Person.
In connection with the Initial Registration Statement and, if applicable,
the Supplemental Registration Statement, NetCalendar (in such capacity an
"Indemnifying Party") agrees to indemnify and hold harmless, to the same extent
and in the same manner set forth in Section 5.7(a), PopMail, each of its
directors, each of its officers who signs the Registration Statement, each
person, if any, who controls PopMail within the meaning of the Securities Act or
the Exchange Act, and any other shareholder selling securities pursuant to the
applicable registration statement or any of its directors or officers or any
person who controls such shareholder within the meaning of the Securities Act or
the Exchange Act (each an "Indemnified Party"), against any Claim to which any
of them may become subject, under the Securities Act, the Exchange Act or
otherwise, insofar as such Claim arises out of or is based upon any Violation,
in each case to the extent (and only to the extent) that such Violation occurs
in reliance upon and in conformity with written information furnished to PopMail
by NetCalendar expressly for use in connection with either or both registration
statement; and NetCalendar will promptly reimburse any legal or other expenses
reasonably incurred by the Indemnified Parties in connection with investigating
or defending any such Claim; provided, however, that the indemnity
agreement contained in this Section 5.7(b) shall not apply to amounts paid in
settlement of any Claim if such settlement is effected without the prior written
consent of NetCalendar, which consent shall not be unreasonably withheld;
provided, further, however, that NetCalendar shall be
liable under this Section 5.7(b) for only that amount of a Claim as does not
exceed the net proceeds to NetCalendar as a result of the sale of the Purchase
Price Shares or the Supplemental Purchase Price Shares pursuant to either the
Initial Registration Statement or the Supplemental Registration Statement. Such
indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of such Indemnified Party.
Promptly after receipt by the Indemnified Person or any Indemnified Party
under this Section 5.7 of notice of the commencement of any action (including
any governmental action), the Indemnified Person or such Indemnified Party
shall, if a Claim in respect thereof is to made against any Indemnifying Party
under this Section 5.7, deliver to the Indemnifying Party a written notice of
the commencement thereof and this Indemnifying Party shall have the right to
participate in, and, to the extent the Indemnifying Party so desires, jointly
with any other Indemnifying Party similarly noticed, to assume control of the
defense thereof with counsel mutually satisfactory to the Indemnifying Parties;
provided, however, that an Indemnified Person or Indemnified Party
shall have the right to retain its own counsel, with the fees and expenses to be
paid by the Indemnifying Party, if, in the reasonable opinion of counsel
retained by the Indemnifying Party, the representation by such counsel of the
Indemnified Person or Indemnified Party and the Indemnifying Party would be
inappropriate due to actual or potential differing interests between such
Indemnified Person or Indemnified Party and other party represented by such
counsel in such proceeding.  The failure to deliver written notice to the
Indemnifying Party within a reasonable time of the commencement of any such
action shall not relieve such Indemnifying Party of any liability to the
Indemnified Person or Indemnified Party under this Section 5.7, except to the
extent that the Indemnifying Party is prejudiced in its ability to defend such
action. The indemnification required by this Section 5.7 shall be made by
periodic payments of the amount thereof during the course of the investigation
or defense, as such expense, loss, damage or liability is incurred and is due
and payable.

Contribution.  To the extent any indemnification provided for
herein is prohibited or limited by law, the Indemnifying Party agrees to make
the maximum contribution with respect to any amounts for which it would
otherwise be liable under Section 5.7 to the fullest extent permitted by law;
provided, however, that (a) no contribution shall be made under
circumstances where the maker would not have been liable for indemnification
under the fault standards set forth in Section 5.7, (b) no person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation and (c) contribution by NetCalendar
shall be limited in amount to the net amount of proceeds received by NetCalendar
from the sale of the Purchase Price Shares and the Supplemental Purchase Price
Shares.
Reports under Exchange Act.  With a view to making available to
NetCalendar the benefits of Rule 144 or any other similar rule or regulation of
the SEC that may at any time permit NetCalendar to sell securities of PopMail to
the public without registration, until such time as NetCalendar have sold all
the Purchase Price Shares and the Supplemental Purchase Price Shares pursuant to
the Initial Registration Statement and, if applicable, the Supplemental
Registration Statement, or Rule 144, PopMail agrees to:


make and keep public information available, as those terms are understood
and defined in Rule 144;
file with the SEC all reports and other documents required of PopMail under
the Securities Act and the Exchange Act; and
furnish to NetCalendar so long as NetCalendar owns Purchase Price Shares or
Supplemental Purchase Price Shares, promptly upon request, (i) a written
statement by PopMail that it has complied with the reporting requirements of
Rule 144, the Securities Act and the Exchange Act, (ii) a copy of the most
recent annual or quarterly report of PopMail and such other reports and
documents so filed by PopMail and (iii) such other information as may be
reasonably requested to permit NetCalendar to sell such securities pursuant to
Rule 144 without registration.



TERMINATION; REMEDIES


Termination.  This Agreement will be terminated and, except as
set forth below, the provisions hereof shall have no further force or effect in
the earliest event that:


The average closing share price of PopMail common stock for the ten
consecutive trading days preceding the second business day prior to the Initial
Closing Date is less than $.50 and NetCalendar rejects PopMail's offer of
Purchase Price Shares made pursuant to Section 1.1;
The Initial Registration Statement is not declared effective by the SEC on
or before the Initial Registration Due Date, and NetCalendar elects (as hereby
authorized) to terminate this Agreement at any time during the 60-day period
following the Initial Registration Due Date by providing written notice thereof
(the "Termination Notice") to PopMail during such period; provided,
however, that NetCalendar may not elect to terminate this Agreement if
the Initial Registration Statement is declared effective by the SEC prior to
NetCalendar providing such Termination Notice.  Within ten (10) days of the date
of such Termination Notice, PopMail shall deliver to NetCalendar the
certificates representing the Shares and NetCalendar shall deliver to PopMail
the certificates representing the Purchase Price Shares; or
The Initial Registration Statement, having once been declared effective by
the SEC, is not maintained effective by PopMail throughout the Registration
Period, and NetCalendar elects (as hereby authorized) to terminate this
Agreement at any time during the 60-day period following the date upon which the
Initial Registration shall become not effective, by providing written notice
thereof (the "Termination Notice") to PopMail during such period; provided,
however, that NetCalendar may not elect to terminate this Agreement if the
Initial Registration Statement, having become not effective, is again made
effective by the SEC prior to NetCalendar providing such Termination Notice.
Within ten (10) days of the date of such Termination Notice, NetCalendar shall
deliver to PopMail certificates representing such number of Purchase Price
Shares as shall then be held by NetCalendar, and PopMail shall deliver to
NetCalendar  certificates representing such number of Shares as shall equal the
value of the Purchase Price Shares tendered by NetCalendar hereunder, with the
value of the Purchase Price Shares and the Shares exchanged under this Section
6.1(c) each being determined as of the Initial Closing Date.

Litigation Expense.  In the event any party hereto is made or shall
become a party to any litigation commenced by or against the other party
involving the enforcement of any of the rights or remedies of such party, or
arising on account of a default of the other party in its performance of any of
the other party's obligations hereunder, then the prevailing party in such
litigation shall be entitled to full reimbursement by the other party of any and
all reasonable costs incurred by such prevailing party in connection with such
litigation, including the reasonable costs, fees and expenses of
attorneys.


MISCELLANEOUS


Fees and Expenses.  Each party shall pay the fees and expenses of
its advisers and other experts in connection with the transactions contemplated
by this Agreement.
Entire Agreement.  This Agreement, together with any Exhibits and
Schedules hereto, contains the entire understanding of the parties with respect
to the subject matter hereof and supersedes all prior agreements and
understandings, oral or written, with respect to such matters.
Notices.  Any and all notices or other communications or deliveries
required or permitted to be provided hereunder shall be in writing and shall be
deemed given and effective on the earliest of (i) the date of transmission, if
such notice or communication is delivered via facsimile at the facsimile
telephone number specified in this Section prior to 4:30 p.m. (Minneapolis time)
on a business day, (ii) the business day after the date of transmission, if such
notice or communication is delivered via facsimile at the facsimile telephone
number specified herein later than 4:30 p.m. (Minneapolis time) on any date and
earlier than 11:59 p.m. (Minneapolis time) on such date, (iii) the business day
following the date of mailing, if sent by nationally recognized overnight
courier service, or (iv) upon actual receipt by the party to whom such notice is
required to be given.  The address for such notices and communications shall be
as follows:
If to PopMail:
PopMail.com, inc.
5700 W. Plano Parkway Suite 1000
Plano, TX  75093
telephone:  972-381-2742
facsimile:  972-381-2743 
Attention: Mr. Gary Schneider

With copy to:

Philip J. Tilton, Esq.
Maslon Edelman Borman & Brand, LLP
3300 Wells Fargo Center
Minneapolis, MN 55402
telephone: 612-672-8200
facsimile: 612-672-8397
If to NetCalendar:
NetCalendar, Inc. 
1901 N. Ft. Myer Drive, Suite 702
Arlinton, Virginia  22209
telephone:  703.812.1500
facsimile:  703.812.1507
Attention:  Mr. Edward L. Neumann
With copy to:
J. Stephen Britt, Esq.
Enterprise Business Law Group LLC
7900 Westpark Drive, Suite T-305
McLean, Virginia  22102
telephone:  703.848.8317
facsimile:  703.848.8333
Waivers.  No waiver of any default with respect to any provision,
condition or requirement of this Agreement shall be deemed to be a continuing
waiver in the future or a waiver of any other provision, condition or
requirement hereof, nor shall any delay or omission of either party to exercise
any right hereunder in any manner impair the exercise of any such right accruing
to it thereafter.
Headings.  The headings herein are for convenience only, do not
constitute a part of this Agreement and shall not be deemed to limit or affect
any of the provisions hereof.
Assignment and Delegation.  Neither party may assign its rights nor
delegate its duties or obligations arising under this Agreement without the
written consent of the other, which consent may be withheld for any reason or no
reason.  The assignment by a party of this Agreement or any rights hereunder
shall not affect the obligations of such party under this Agreement.
No Third-Party Beneficiaries.  This Agreement is intended for the
benefit of the parties hereto and their respective permitted successors and
assigns and, other than with respect to permitted assignees under Section 7.6,
is not for the benefit of, nor may any provision hereof be enforced by, any
other Person.
Governing Law.  This Agreement shall be governed by and construed and
enforced in accordance with the internal laws of the State of Minnesota without
regard to the principles of conflicts of law thereof.
Survival.  The representations, warranties, agreements and covenants
contained in this Agreement shall survive after the Closing Date.
Execution.  This Agreement may be executed in two or more
counterparts, all of which when taken together shall be considered one and the
same agreement and shall become effective when counterparts have been signed by
each party and delivered to the other party, it being understood that both
parties need not sign the same counterpart.  In the event that any signature is
delivered by facsimile transmission, such signature shall create a valid and
binding obligation of the party executing (or on whose behalf such signature is
executed) the same with the same force and effect as if such facsimile signature
page were an original thereof.
Severability.  In case any one or more of the provisions of this
Agreement shall be invalid or unenforceable in any respect, the validity and
enforceability of the remaining terms and provisions of this Agreement shall not
in any way be affected or impaired thereby and the parties will attempt to agree
upon a valid and enforceable provision which shall be a reasonable substitute
therefor, and upon so agreeing, shall incorporate such substitute provision in
this Agreement.
Remedies.  Each of the parties to this Agreement acknowledges and
agrees that the other parties would be damaged irreparably in the event any of
the provisions of this Agreement are not performed in accordance with their
specific terms or otherwise are breached.  Accordingly, each of the parties
hereto agrees that the other parties shall be entitled to an injunction or
injunctions to prevent breaches of the provisions of this Agreement and to
enforce specifically this Agreement and the terms and provisions of this
Agreement in any action instituted in any court of the United States of America
or any state thereof having jurisdiction over the parties to this Agreement and
the matter, in addition to any other remedy to which they may be entitled, at
law or in equity.





IN WITNESS WHEREOF, the parties hereto have caused this Stock Purchase
Agreement to be duly executed by their respective authorized persons as of the
date first indicated above.






NETCALENDAR, INC.


By:  _______________________
	Edward L. Neumann
Its: Chief Executive Officer


POPMAIL.COM, INC.


By:  _______________________
	Gary Schneider
Its: Chief Executive Officer



EX-10.53
25
exh1053.htm
EXHIBIT












Exhibit 10.53

SECURITY AGREEMENT
This Security Agreement (the
"Agreement") is made as of December 8, 2000 by and between JBII
Corporation, a Delaware corporation (the "Debtor"), and
PopMail.com, Inc., a Minnesota corporation (the "Secured
Party").
RECITALS
The Debtor and the Secured Party are parties to a
Secured Promissory Note of even date with this Agreement (the
"Note").  The parties intend that the Debtor's obligations to
repay the Note be secured by certain assets of the Debtor.
AGREEMENT

In consideration of the purchase of the Note by the Secured
Party and for other good and valuable consideration, the Debtor hereby agrees
with the Secured Party as follows:
1.	Grant of Security Interest.  To secure
the Debtor's full and timely performance of all of the Debtor's obligations and
liabilities to the Secured Party pursuant to the Note (including, without
limitation, Debtor's obligation to timely pay the principal amount of the Note)
(the "Obligations"), the Debtor hereby grants to the Secured
Party a continuing security interest (the "Security Interest")
in and to all of the property described on Exhibit A to this Agreement
(the "Collateral").  The Security Interest shall be a first and
prior interest in all of the Collateral.
2.	Covenants.  The Debtor covenants and
agrees with the Secured Party that, from and after the date of this Agreement
until the Obligations are paid in full:
(a)	Other Liens.  Except for the Security
Interest, the Debtor is the owner of the Collateral.  No financing statements
covering any Collateral or any proceeds thereof are on file in any public
office.
(b)	Further Documentation.  At any time and
from time to time, upon the written request of the Secured Party, and at the
sole expense of the Secured Party, the Debtor will promptly and duly execute and
deliver such further instruments and documents and take such further action as
the Secured Party may reasonably request for the purpose of obtaining or
preserving the full benefits of this Agreement and of the rights and powers
herein granted, including, without limitation, filing any financing or
continuation statements under the Uniform Commercial Code in effect in any
jurisdiction with respect to the liens created hereby.  The Debtor also hereby
authorizes the Secured Party to file any such financing or continuation
statement without the signature of the Debtor to the extent permitted by
applicable law.  A reproduction of this Agreement shall be sufficient as a
financing statement (or as an exhibit to a financing statement on form UCC-1)
for filing in any jurisdiction.
(c)	Indemnification.  The Debtor agrees to
defend, indemnify and hold harmless the Secured Party against any and all
liabilities, costs and expenses (including, without limitation, legal fees and
expenses): (i) with respect to, or resulting from, any delay in paying, any
and all excise, sales or other taxes which may be payable or determined to be
payable with respect to any of the Collateral or (ii) with respect to, or
resulting from, any delay in complying with any law, rule, regulation or order
of any governmental authority applicable to any of the Collateral.
(d)	Maintenance of Records.  The Debtor will
keep and maintain at its own expense complete and satisfactory records of the
Collateral.
(e)	Inspection Rights.  The Secured Party
shall have full access during normal business hours, and upon reasonable prior
notice, to all the books, correspondence and other records of the Debtor
relating to the Collateral.  The Secured Party or its representatives may
examine such records and make photocopies or otherwise take extracts from such
records.  The Debtor agrees to render to the Secured Party, at the Debtor's
expense, such clerical and other assistance as may be reasonably requested with
regard to the exercise of its rights pursuant to this paragraph.
(f)	Compliance with Laws, etc.  The Debtor
will comply in all material respects with all laws, rules, regulations and
orders of any governmental authority applicable to any part of the Collateral or
to the operation of the Debtor's business; provided, however, that
the Debtor may contest any such law, rule, regulation or order in any reasonable
manner which does not, in the reasonable opinion of the Debtor, adversely affect
the Secured Party's rights or the priority of its liens on the Collateral.
(g)	Payment of Obligations.  The Debtor will
pay promptly when due all taxes, assessments and governmental charges or levies
imposed upon the Collateral or with respect to any of its income or profits
derived from the Collateral, as well as all claims of any kind (including,
without limitation, claims for labor, materials and supplies) against or with
respect to the Collateral, except that no such charge need be paid if
(i) the validity of such charge is being contested in good faith by
appropriate proceedings, (ii) such proceedings do not involve any material
danger of the sale, forfeiture or loss of any of the Collateral or any interest
in the Collateral and (iii) such charge is adequately reserved against on
the Debtor's books in accordance with generally accepted accounting
principles.
(h)	Further Identification of Collateral.
The Debtor will furnish to the Secured Party from time to time statements and
schedules further identifying and describing the Collateral and such other
reports in connection with the Collateral as the Secured Party may reasonably
request, all in reasonable detail.
3.	Secured Party's Appointment as Attorney-in-Fact.

(a)	Powers.  For purposes of this
Agreement, "Event of Default" means Debtor's failure to pay or
discharge the Obligations in full in accordance with the terms of the Note.  The
Debtor hereby appoints the Secured Party and any officer or agent of the Secured
Party, with full power of substitution, as its attorney-in-fact with full
irrevocable power and authority in the place of the Debtor and in the name of
the Debtor or its own name, from time to time in the Secured Party's discretion
so long as an Event of Default has occurred and is continuing, for the purpose
of carrying out the terms of this Agreement, to take any appropriate action and
to execute any instrument which may be necessary or desirable to accomplish the
purposes of this Agreement.  Without limiting the foregoing, so long as an Event
of Default has occurred and is continuing, the Secured Party shall have the
right, without notice to, or the consent of, the Debtor, to do any of the
following on the Debtor's behalf:





	(i)	to pay or discharge any taxes or liens levied or
placed on or threatened against the Collateral;
	(ii)	to direct any party liable for any payment under
any of the Collateral to make payment of any and all amounts due or to become
due thereunder directly to the Secured Party or as the Secured Party
directs;
	(iii)	to ask for or demand, collect, and receive
payment of and receipt for, any payments due or to become due at any time in
respect of or arising out of any Collateral;
	(iv)	to commence and prosecute any suits, actions or
proceedings at law or in equity in any court of competent jurisdiction to
enforce any right in respect of any Collateral;
	(v)	to defend any suit, action or proceeding brought
against the Debtor with respect to any Collateral;
	(vi)	to settle, compromise or adjust any suit, action
or proceeding described in subsection (v) above and to give such discharges
or releases in connection therewith as the Secured Party may deem
appropriate;
	(vii)	to assign any patent right included in the
Collateral of Debtor (along with the goodwill of the business to which any such
patent right pertains), throughout the world for such term or terms, on such
conditions, and in such manner, as the Secured Party shall in its sole
discretion determine; and
	(viii)	generally, to sell, transfer, pledge and make
any agreement with respect to or otherwise deal with any of the Collateral and
to take, at the Secured Party's option and the Debtor's expense, any actions
which the Secured Party deems necessary to protect, preserve or realize upon the
Collateral and the Secured Party's liens on the Collateral and to carry out the
intent of this Agreement, in each case to the same extent as if the Secured
Party were the absolute owner of the Collateral for all purposes.




The Debtor hereby ratifies whatever actions the Secured Party
shall lawfully do or cause to be done in accordance with this Section 3.  This
power of attorney shall be a power coupled with an interest and shall be
irrevocable.
(b)	No Duty on Secured Party's Part.  The
powers conferred on the Secured Party by this Section 3 are solely to protect
the Secured Party's interests in the Collateral and shall not impose any duty
upon it to exercise any such powers.  The Secured Party shall be accountable
only for amounts that it actually receives as a result of the exercise of such
powers, and neither the Secured Party nor any of its officers, directors,
employees or agents shall, in the absence of willful misconduct or gross
negligence, be responsible to the Debtor for any act or failure to act pursuant
to this Section 3.
4.	Remedies.  If an Event of Default has
occurred and is continuing, the Secured Party may exercise, in addition to all
other rights and remedies granted to it in this Agreement and in any other
instrument or agreement relating to the Obligations, all rights and remedies of
a secured party under the Washington Uniform Commercial Code, as amended from
time to time (the "Code").
5.	Limitation on Duties Regarding Preservation of
Collateral.  The Secured Party's sole duty with respect to the custody,
safekeeping and preservation of the Collateral, under RCW 62.9-207 of the Code
or otherwise, shall be to deal with it in the same manner as the Secured Party
deals with similar property for its own account.  Neither the Secured Party nor
any of its directors, officers, employees or agents shall be liable for failure
to demand, collect or realize upon all or any part of the Collateral or for any
delay in doing so or shall be under any obligation to sell or otherwise dispose
of any Collateral upon the request of the Debtor or otherwise.
6.	Powers Coupled with an Interest.  All
authorizations and agencies contained in this Agreement with respect the
Collateral are irrevocable and powers coupled with an interest.
7.	Miscellaneous.

(a)	Amendments and Waivers.  Any term of
this Agreement may be amended with the written consent of the parties or their
respective successors and assigns.  Any amendment or waiver effected in
accordance with this Section 7(a) shall be binding upon the parties and
their respective successors and assigns.
(b)	Transfer; Successors and Assigns. 
The terms and conditions of this Agreement shall be binding upon the Debtor
and its successors and assigns and inure to the benefit of the Secured Party and
its successors and assigns.  Nothing in this Agreement, express or implied, is
intended to confer upon any party other than the parties hereto or their
respective successors and assigns any rights, remedies, obligations
or liabilities under or by reason of this Agreement, except as expressly
provided in this Agreement.
(c)	Governing Law.  This Agreement and all
acts and transactions pursuant hereto and the rights and obligations of the
parties hereto shall be governed, construed and interpreted in accordance with
the laws of the State of Washington, without giving effect to principles of
conflicts of law.
(d)	Counterparts.  This Agreement may be
executed in two or more counterparts, each of which shall be deemed an original
and all of which together shall constitute one instrument.
(e)	Titles and Subtitles.  The titles and
subtitles used in this Agreement are used for convenience only and are not
to be considered in construing or interpreting this Agreement.
(f)	Notices.  Any notice required or
permitted by this Agreement shall be in writing and shall be deemed sufficient
upon receipt, when delivered personally or by courier, overnight delivery
service or confirmed facsimile, or forty-eight (48) hours after being deposited
in the U.S. mail as certified or registered mail with postage prepaid, if such
notice is addressed to the party to be notified at such party's address or
facsimile number as set forth below or as subsequently modified by
written notice.
(g)	Severability.  If one or more provisions
of this Agreement are held to be unenforceable under applicable law, the parties
agree to renegotiate such provision in good faith, in order to maintain the
economic position enjoyed by each party as close as possible to that under the
provision rendered unenforceable.  In the event that the parties cannot reach a
mutually agreeable and enforceable replacement for such provision, then
(i) such provision shall be excluded from this Agreement, (ii) the
balance of the Agreement shall be interpreted as if such provision were so
excluded and (iii) the balance of the Agreement shall be enforceable in
accordance with its terms.
(h)	Entire Agreement.  This Agreement, and
the documents referred to herein constitute the entire agreement between the
parties hereto pertaining to the subject matter hereof, and any and all other
written or oral agreements existing between the parties hereto concerning such
subject matter are expressly canceled.
[Signature Page Follows]
The Debtor and Secured Party have caused this Agreement to be
duly executed and delivered as of the date first above written.
		DEBTOR:


		JBII Corporation

		a Delaware corporation


			By:____________________________

			Name:___________________________

		Title:	___________________________


		Address:	2310 130th Avenue NE
			Suite B-202
			Bellevue, WA  98005

		Facsimile No:(425) 869-3678

SECURED PARTY:
PopMail.com, Inc., 
a Minnesota corporation

By:_________________________

Name:___________________________

Title:  ___________________________	


Address:
1331 Corporate Dr # 350 
Irving, TX 75038
Facsimile Number:  (972) 550-5581



















EX-10.54
26
exh1054.htm
EXHIBIT












Exhibit 10.54


THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A
VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF.  NO SUCH SALE
OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT
RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY
THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.
SECURED PROMISSORY NOTE

$2,250,000.00	December 8, 2000
	Bellevue, Washington

	For value received, JBII Corporation, a Washington
corporation (the "Company"), promises to pay to Popmail.com,
Inc. (the "Holder"), the principal sum of Two Million Two
Hundred Fifty Thousand Dollars and No Cents ($2,250,000.00) (as may be adjusted
as provided in Section 2 below) (the "Principal Amount"), with
zero interest on the unpaid principal hereof; provided, however, in the event
the Company is in default of its obligation to pay any amounts due under this
Note, then interest shall accrue from the date of such default solely on such
amounts at the then applicable prime rate per annum.  This Note is issued
pursuant to that certain Asset Purchase Agreement dated December 8, 2000 by and
among the Company, the Holder and IZ.com, Inc. (the "Asset
Agreement").  All capitalized terms not defined herein shall have the
meaning set forth in the Asset Agreement.  This secured promissory note
("Note") is subject to the following terms and conditions.
1.	Maturity.  This Note will automatically mature and be due
and payable in one of the following options, which option shall be chosen by
Company in its sole discretion except that compliance with option (a) shall
be mandatory upon the occurrence of a Liquidity Event (as defined
below):




(a)	Within five (5) days following the closing of
(i) an underwritten initial public offering of the Company's Common Stock
pursuant to a Registration Statement on Form S-1 under the Securities Act of
1933, as amended (the "IPO"), or (ii) the sale or other
transfer or conveyance of all or substantially all of the Purchased Assets
substantially in exchange for cash consideration, or (iii) the Company's
merger with or into or consolidation with any other corporation (other than a
wholly-owned subsidiary corporation) substantially in exchange for cash
consideration or if the Company effects any other transaction or series of
related transactions substantially in exchange for cash consideration in which
more than fifty percent (50%) of the voting power of the Company is disposed of
and the Company is not the survivor (each of (i), (ii) and (iii) a
"Liquidity Event"); or 

(b) Beginning at the end of the Company's first fiscal
quarter that occurs after the three-year anniversary of the Closing Date (the
"Initial Quarter"), Company shall pay Holder quarterly
installments of exactly 15% of Company's net operating profit (as calculated in
accordance with GAAP) from the previous fiscal quarter, with the first
installment due 30 days after the end of the Initial Quarter and all subsequent
installments payable 30 days after the end of each quarter thereafter, provided
that all amounts due and payable under this Note shall be paid to Holder by no
later than the date that is the eight-year anniversary of the Closing Date;
or

(c) Beginning at the end of the Initial Quarter, if Company
chooses to tender Popmail Stock (as defined in Section 3) pursuant to Section 3,
Company shall pay Holder quarterly installments of shares of Popmail Stock
having a value (determined as set forth in Section 3) equal to at least 50% of
Company's operating profit (as calculated in accordance with GAAP) from the
previous fiscal quarter, with the first installment due 30 days after the end of
the Initial Quarter and all subsequent installments payable 30 days after the
end of each quarter thereafter, provided that all amounts due and payable under
this Note shall be paid to Holder by no later than the date that is the eight-
year anniversary of the Closing Date; or

(d) If Company does not elect (a), (b) or (c) above, then the
Note shall automatically mature and become due and payable in 48 equal monthly
installments, with the first such installment due the date that is the four-year
anniversary of the Closing Date, with subsequent installments due thereafter on
the monthly anniversaries of the Closing Date.




Notwithstanding the foregoing, the entire unpaid principal sum of this Note
shall become immediately due and payable upon the insolvency of the Company, the
commission of any act of bankruptcy by the Company, the execution by the Company
of a general assignment for the benefit of creditors, the filing by or against
the Company of a petition in bankruptcy or any petition for relief under the
federal bankruptcy act or the continuation of such petition without dismissal
for a period of ninety (90) days or more, or the appointment of a receiver or
trustee to take possession of the property or assets of the Company.  
2.	Principal Amount Adjustment.  In the event a
Consideration Adjustment occurs as provided in Section 2.6(a) of the Asset
Agreement or partial forgiveness of the Principal Amount occurs as provided in
Sections 2.6(b) or 2.6(c) of the Asset Agreement, the Principal Amount
shall be correspondingly reduced in an amount equal to such Consideration
Adjustment or partial forgiveness, respectively.  Any such adjustment shall
affect only the Principal Amount, and all other terms and provisions of this
Note shall remain unchanged.
3.	Payment; Prepayment.  All payments shall be made in
either (i) lawful money of the United States of America or (ii) shares of
Popmail.com, Inc. common stock ("Popmail Stock"), in each case
at such place as the Holder hereof may from time to time designate in writing to
the Company.  Any shares of Popmail Stock tendered by Holder pursuant to this
Section 3 shall be valued at the average of the closing trade prices over the
ten day period immediately prior to the date such shares are tendered.
Prepayment of this Note may be made at any time(s) and in any amount(s) without
penalty. 
4.	Transfer; Successors and Assigns.  The terms and
conditions of this Note shall inure to the benefit of and be binding upon the
respective successors and assigns of the parties.  Notwithstanding the
foregoing, the Holder may not assign, pledge, or otherwise transfer this Note
without the prior written consent of the Company, which consent shall not be
unreasonably withheld.  Subject to the preceding sentence, this Note may be
transferred only upon surrender of the original Note for registration of
transfer, duly endorsed, or accompanied by a duly executed written instrument of
transfer in form satisfactory to the Holder.  Thereupon, a new note for the same
Principal Amount and interest will be issued to, and registered in the name of,
the transferee.  Interest and Principal Amount are payable only to the
registered holder of this Note.
5.	Governing Law.  This Note and all acts and transactions
pursuant hereto and the rights and obligations of the parties hereto shall be
governed, construed and interpreted in accordance with the laws of the State of
Washington, without giving effect to principles of conflicts of law.  
6.	Notices.  Any notice required or permitted by this Note
shall be in writing and shall be deemed sufficient upon delivery, when delivered
personally or by a nationally-recognized delivery service (such as Federal
Express or UPS), or forty-eight (48) hours after being deposited in the U.S.
mail, as certified or registered mail, with postage prepaid, addressed to the
party to be notified at such party's address as set forth below or as
subsequently modified by written notice.
7.	Amendments and Waivers.  Any term of this Note may be
amended only with the written consent of the Company and the Holder.  Any
amendment or waiver effected in accordance with this Section 7 shall be
binding upon the Company, the Holder and each transferee of the Note.
8. 	Stockholders, Officers and Directors Not Liable.  In no
event shall any stockholder, officer or director of the Company be liable for
any amounts due or payable pursuant to this Note.
9.	Grant of Security Interest.  This Note is secured by a
security interest in the Purchased Assets in accordance with a separate security
agreement (the "Security Agreement") of even date herewith
between the Company and the Holder, the terms of which are incorporated herein
by reference.  In case of an Event of Default (as defined in the Security
Agreement), the Holder shall have the rights set forth in the Security
Agreement.
10.	Notice Regarding Oral Commitments.  Oral agreements or
oral commitments to loan money extend credit, or to forbear from enforcing
repayment of a debt are not enforceable under Washington law.















COMPANY:

JBII CORPORATION

By:	

Name:	
	(print)
Title:	

Address:  2310 130th Avenue NE, 














	Suite B-202
	Bellevue, WA 98005


AGREED TO AND ACCEPTED:

POPMAIL.com, INC.

By:  ___________________________

Name: _________________________
	           (print)
Title:  __________________________

Address:	1333 Corporate Drive
		Suite 350
		Irving, TX  75038




















EX-10.55
27
exh1055.htm
EXHIBIT












Exhibit 10.55



Asset Purchase Agreement

	This Asset Purchase Agreement (the "Agreement") is
entered into as of December 8, 2000, by and between JBII Corporation, a Delaware
corporation ("Buyer"), PopMail.com, Inc.
("PopMail"), a Minnesota corporation and IZ.com, Inc., a
Delaware corporation and wholly owned subsidiary of PopMail
("IZ" and together with PopMail, the
"Seller").

RECITALS

	IZ conducts a business, which among other things provides content
creation and development for publication on multiple electronic platforms
through the use of the Vignette StoryServer software, both under IZ's own brand
and for clients on a client branded basis (the "IZ Business").
For all purposes of this Agreement, "IZ Business" shall exclude all
the assets and liabilities of PopMail Network, Inc., a Texas company based in
Dallas, Texas and Fan Asylum, Inc., a California company based in San Francisco,
California.  Buyer desires to acquire from Seller, and Seller desires to sell to
Buyer, substantially all of the assets of the IZ Business on the terms and
subject to the conditions set forth in this Agreement.

AGREEMENT

	In consideration of the mutual agreements, representations,
warranties and covenants set forth below, Buyer and Seller agree as follows:

1.	Definitions.

1.1	Definitions.  As used in this Agreement, the
following terms shall have the following meanings:
(a)	"Affiliate" means with respect
to any Person, a Person directly or indirectly controlling or controlled by or
under common control with such Person.
(b)	"Closing" means the
consummation of the transactions contemplated hereby.
(c)	"Closing Date" means the date
of the Closing.
(d)	"Code" means the Internal
Revenue Code of 1986, as amended.
(e)	"Environmental Laws" shall
mean all federal, regional, state, county or local laws, statutes, ordinances,
decisional law, rules, regulations, codes, orders, decrees, directives and
judgments relating to public health or safety, pollution, damage to or
protection of the environment, any environmental contamination or pollution or
threatened contamination or pollution of, or the release or threatened release
of hazardous materials into the environment, whether existing in the past or
present or hereafter enacted, rendered, adopted or promulgated.  Environmental
Laws shall include, but are not limited to, the following laws, and the
regulations promulgated thereunder, as the same may be amended from time to
time:  the Comprehensive Environmental Response Compensation and Liability Act
(42 U.S.C. 9601 et seq.) ("CERCLA"); the Resource
Conservation and Recovery Act (42 U.S.C. 6901 et seq.)
("RCRA"); the Clean Air Act (42 U.S.C. 7401 et
seq.); the Clean Water Act (33 U.S.C. 1251 et seq.); and
state environmental laws.
(f)	"GAAP" means generally
accepted accounting principles of the United States of America.
(g)	"Governmental Authorizations"
means the permits, authorizations, consents or approvals of any Governmental
Entity which are a condition to the lawful consummation of the transactions
contemplated hereby listed on Schedule 1.1(g) to this Agreement.
(h)	"Governmental Entity" means
any court, or any federal, state, municipal or other governmental authority,
department, commission, board, agency or other instrumentality (domestic or
foreign).
(i)	"Lien" means any mortgage,
pledge, lien, security interest or agreement, option, covenant, condition,
restriction, encumbrance, lease, conditional sales contract, title retention
device, charge or other third-party claim of any kind.
(j)	"Material Adverse Effect" with
respect to a Person means any event, change or effect that is materially adverse
to the condition (financial or otherwise), properties, assets, liabilities,
business, operations or results of operations of such Person and its Affiliates,
taken as a whole.
(k)	"Person" means an individual,
corporation, partnership, association, trust, government or political
subdivision or agent or instrumentality thereof, or other entity or
organization.
(l)	"Taxes" means all taxes,
however denominated, including any interest, penalties or other additions to tax
that may become payable in respect thereof, (i) imposed by any federal,
territorial, state, local or foreign government or any agency or political
subdivision of any such government, for which Buyer could become liable as
successor to or transferee of the IZ Business or the Purchased Assets or which
could become a charge against or lien on any of the Purchased Assets, which
taxes shall include, without limiting the generality of the foregoing, all sales
and use taxes, ad valorem taxes, excise taxes, business license taxes,
occupation taxes, real and personal property taxes, stamp taxes, environmental
taxes, real property gains taxes, transfer taxes, payroll and employee
withholding taxes, unemployment insurance contributions, social security taxes,
and other governmental charges, and other obligations of the same or of a
similar nature to any of the foregoing, which are required to be paid, withheld
or collected, or (ii) any liability for amounts referred to in (i) as a result
of any obligations to indemnify another person or as a result of being a member
of a consolidated, combined or unitary group.
2.	Sale and Purchase


	2.1  	Transfer of Assets.  Subject to the terms and
conditions of this Agreement, Seller shall sell, assign, grant, transfer, and
deliver (or cause to be sold, assigned, granted, transferred and delivered) to
Buyer, or to any Affiliate of Buyer designated by Buyer, and Buyer shall
purchase and accept from Seller as of the Closing Date, free and clear of all
Liens, all of the Seller's rights, title and interest in and to all of the
assets enumerated below as the same shall exist on the Closing Date (the
"Purchased Assets"): 

(a)	all tangible personal property and leases of and other
interests in tangible personal property used in connection with the IZ Business
as set forth on Schedule 2.1(a);
(b)	all rights under the contracts, agreements, leases and
other interests in personal property, licenses, commitments, sales and purchase
orders and other instruments, listed on Schedule 2.1(b) (collectively the
"Contracts");
(c)	all of the accounts receivable, notes receivable and
other receivables listed on Schedule 2.1(c);
(d)	all prepaid expenses relating to the operation of the
IZ Business including, but not limited to Taxes, leases and rentals, and Seller
will use its commercially reasonable best efforts to take all action necessary
with appropriate third parties to transfer such prepaid expenses to Buyer as of
the Closing Date;
(e)	all of Seller's rights, claims, credits, causes of
action or rights of set-off against third parties relating to the Purchased
Assets, including, without limitation, unliquidated rights under warranties;
(f)	all copyrights, copyright registrations, proprietary
processes, trade secrets, license rights, specifications, technical manuals and
data, drawings, inventions, designs, patents, patent applications, trade names,
trademarks, service marks, product information and data, know-how and
development work-in-progress, customer lists, software, business and marketing
plans and other intellectual or intangible property embodied in or pertaining to
the IZ Business, whether pending, applied for or issued, whether filed in the
United States or in other countries, including without limitation the items
listed in Schedule 2.1(f), together with all associated goodwill;
(g)	all things authored, discovered, developed, made,
perfected, improved, designed, engineered, acquired, produced, conceived or
first reduced to practice by Seller or any of its employees or agents that are
embodied in, derived from or otherwise directly related to the IZ Business, in
any stage of development, including, without limitation, modifications,
enhancements, designs, concepts, techniques, methods, ideas, flow charts, coding
sheets, notes and all other information relating to the IZ Business;
(h)	any and all design and code documentation,
methodologies, processes, trade secrets, copyrights, design information, product
information, technology, formulae, routines, engineering specifications,
technical manuals and data, drawings, inventions, know-how, techniques,
engineering work papers, and notes, development work-in-process, and other
proprietary information and materials of any kind relating to, used in, or
derived from the Purchased Assets (collectively with subsections (f) and (g),
the "Intellectual Property");
(i)	all permits, authorizations, consents and approvals of
any Governmental Entity affecting or relating in any way to the IZ Business,
including without limitation, the items listed on Schedule 2.1(i) (the
"Permits");
(j)	all books, records, files and papers, whether in hard
copy or electronic format, used in the IZ Business, including without
limitation, engineering information, sales and promotional literature, manuals
and data, sales and purchase correspondence, lists of present, former and
prospective suppliers or customers, personnel and employment records, and any
information relating to Taxes imposed on the IZ Business or Purchased
Assets;
(k)	all computer software programs, data and associated
licenses used in connection with the IZ Business;
(l)	all goodwill associated with the IZ Business or the
Purchased Assets, together with the right to represent to third parties that
Buyer is the successor to the IZ Business; and
(m)	all subscriber and customer lists associated with the
IZ Business or the Purchased Assets. 
2.2	Excluded Assets.  Buyer agrees that notwithstanding any
provision of Section 2.1 the assets of Seller listed on Schedule 2.2 (the
"Excluded Assets") shall be excluded from the Purchased
Assets.
2.3	Transfer of Liabilities. Subject to the terms and
conditions of this Agreement, Buyer or an Affiliate of Buyer designated by Buyer
agrees, effective as of the Closing Date, to assume the following liabilities
(the "Assumed Liabilities"):
(a)	the liabilities set forth on Schedule 2.3(a) to
the extent set forth thereon; and
(b)	the obligations of Seller arising under the Contracts,
other than any and all payment obligations arising or existing under the
Contracts prior to the Closing Date which are identified within 120 days
following the Closing Date.
2.4	Excluded Liabilities.  Except for those liabilities
expressly assumed by Buyer or any Affiliate designated by Buyer pursuant to
Section 2.3, Buyer shall not assume and shall not be liable for, and Seller
and its direct or indirect subsidiaries shall retain and remain solely liable
for and obligated to discharge, all of the debts, contracts, agreements,
commitments, obligations and other liabilities of any nature whatsoever of
Seller and its direct and indirect subsidiaries, whether known or unknown,
accrued or not accrued, fixed or contingent, including without limitation, the
following:
(a)	Any liability for breaches by Seller or any of its
respective direct or indirect subsidiaries on or prior to the Closing Date of
any contract or any other instrument, contract or purchase order, or any
liability for payments or amounts due under any Contract or any other
instrument, contract or purchase order on or prior to the Closing Date; 
(b)	Any liability or obligation for Taxes attributable to
or imposed upon Seller or any of its direct or indirect subsidiaries, or
attributable to or imposed upon the Purchased Assets for any period (or portion
thereof) through and including the Closing Date, including, without limitation,
any Taxes attributable to or arising from the transactions contemplated by this
Agreement;
(c)	Any liability or obligation for or in respect of any
loan, other indebtedness for money borrowed, or account payable of Seller or any
of its direct or indirect subsidiaries, including any such liabilities owed to
Affiliates of Seller;
(d)	Any liability or obligation arising as a result of any
legal or equitable action or judicial or administrative proceeding initiated at
any time, to the extent relating to any action or omission on or prior to the
Closing Date by or on behalf of Seller or any of its direct or indirect
subsidiaries, including, without limitation, any liability for infringement of
intellectual property rights, breach of product warranty, injury or death caused
by products, or violations of federal or state securities or other laws;
(e)	Any liability or obligation arising on or prior to the
Closing Date out of any "employee benefit plan," as such term is
defined by the Employee Retirement Income Security Act of 1974
("ERISA") or other employee benefit plans; 
(f)	Any liability or obligation for making payments of any
kind (including as a result of the sale of Purchased Assets or as a result of
the termination of employment by Seller of employees, or other claims arising
out of the terms and conditions of employment with Seller, or for vacation or
severance pay or otherwise) to employees of Seller or in respect of payroll
taxes for employees of Seller; 
(g)	Any liability of Seller incurred in connection with
the making or performance of this Agreement and the transactions contemplated
hereby;
(h)	Any liability of Seller arising out of the violation
of or failure to comply with any Environmental Laws applicable to any aspect of
the IZ Business; and
(i)	Any costs or expenses of Seller incurred in connection
with shutting down, deinstalling and removing equipment not purchased by Buyer,
and the costs associated with all contracts and agreements not assumed by
Buyer.
2.5	Consideration.  Subject to the performance by Seller of
all of its obligations under this Agreement (including delivering all documents
required to be delivered) at the Closing, in consideration of the acquisition of
the Purchased Assets under Section 2.1, Buyer agrees (i) to deliver to Seller a
non-interest bearing promissory note (the "Note") in the form
attached hereto as Exhibit A in the stated principal amount of
$2,250,000, subject to adjustment as provided in Section 2.6 (collectively with
the Warrant (as defined below, the "Consideration"); and (ii)
to assume the Assumed Liabilities, and Seller agrees to deliver to Buyer a
warrant to purchase 840,000 shares of PopMail common stock (the
"Warrant") in the form attached hereto as Exhibit B.

2.6	Adjustments to Consideration; Certain Third Party
Payments.
(a)	In the event that either (i) Buyer makes any
payment to any of the third parties listed on Schedule 2.6(a) due to Seller's
failure to pay amounts due or liabilities incurred under Contracts with these
third parties or (ii) Seller does not transfer all prepaid expenses
relating to the IZ Business to Buyer as of the Closing Date pursuant to
Section 2.1(d) hereof, then Seller shall promptly deliver to Buyer, either
in cash or written evidence acceptable to Buyer of Seller's partial forgiveness
of the Note, an amount equal to 175% of the Damages (as defined in Section 10.2)
attributable to such agreements and/or prepaid expenses, respectively (the
"Consideration Adjustment"). Damages shall include any amounts
paid by Buyer plus attorneys fees and expenses and other expenses and costs
incurred by Buyer that are reasonably related to paying these third parties the
amounts due them by Seller prior to Closing.  In the event Seller elects to pay
such Consideration Adjustment through partial forgiveness of the Note, Buyer and
Seller hereby agree to take all action necessary to amend the principal amount
due under the Note to reflect such Consideration Adjustment.  
(b)	In the event Buyer makes any payment in respect of any
Taxes described in Section 6.5 below as a result of Seller's failure to pay such
Taxes when due, Seller shall promptly deliver to Buyer written evidence
acceptable to Buyer of Seller's partial forgiveness of the Note in an amount
equal to the amount of Damages (defined in Section 10.2 below) Buyer incurs
in respect of such Taxes, and Buyer and Seller hereby agree to take all action
necessary to amend the principal amount due under the Note to reflect such
forgiveness.
(c)	In the event Seller fails to include the shares of
PopMail common stock purchased or purchasable by Buyer upon the exercise of the
Warrant in the first registration statement covering PopMail's stock filed by
the Company subsequent to November 30, 2000 under the Securities Act of 1933, as
amended (other than any registration statement on Form S-4, S-8 or any other
similarly inappropriate form, or any successor forms thereto, but including,
without limitation, the registration statement on Form S-3 that PopMail was
preparing as of November 30, 2000), Seller shall promptly deliver to Buyer
written evidence acceptable to Buyer of Seller's partial forgiveness of the Note
in an amount such that the Consideration (not taking into account any other
adjustments that may also be made pursuant to this Section 2.6) shall equal One
Million Five Hundred Thousand Dollars ($1,500,000.00), and Buyer and Seller
hereby agree to take all action necessary to amend the principal amount due
under the Note to reflect such forgiveness.
(d)	Seller agrees to remit to Buyer in cash within 10
business days after the Closing Date, the amount of Seller's deferred revenue
attributable to the IZ Business as of the Closing Date determined in accordance
with GAAP.
2.7	Allocation of Consideration.  The Consideration shall be
allocated among the Purchased Assets and other expenses as provided in
Exhibit C prepared by Buyer for purposes of complying with
the requirements of Section 1060 of the Code and the regulations thereunder.
Buyer and Seller agree to each prepare and file on a timely basis with the
Internal Revenue Service (and applicable state tax authorities) substantially
identical and supplemental Internal Revenue Service Forms 8594 (and
corresponding state tax forms) consistent with Buyer's reasonable and lawful
allocation of the Consideration and which gives effect to any Consideration
Adjustment or the actual dates on which payment is made under the Note.  If any
Tax authority challenges such allocation, the party receiving notice of such
challenge shall give the other prompt written notice thereof and the parties
shall cooperate in order to preserve the effectiveness of such allocation.
3.	Closing

3.1  	Closing.  Subject to the terms and conditions
of this Agreement, the Closing shall take place on such date, as soon as
practicable after all conditions precedent in Sections 8 and 9 have been
satisfied or waived, as the parties may agree, but in any case, no later than
December 8, 2000 (the "Closing Date").
3.2  	Actions at the Closing.  At the Closing, Seller shall
deliver the Purchased Assets to Buyer, Buyer shall deliver the Consideration to
Seller, and Buyer and Seller shall take such actions and execute and deliver
such agreements, bills of sale, and other instruments and documents as necessary
or appropriate to effect the transactions contemplated by this Agreement in
accordance with its terms, including without limitation the following:
(a)	Bill of Sale; Assignment and Assumption
Agreement.  Seller shall deliver to Buyer a general Bill of Sale
substantially in the form attached as Exhibit D and with respect
to each Contract, or item of Intellectual Property, an Assignment and Assumption
Agreement substantially in the form attached as Exhibit E (the
"Transfer Documents") in each case duly executed by Seller, and
in the aggregate assigning to Buyer all of Seller's right, title and interest in
and to the Purchased Assets.  Buyer may designate one or more of its Affiliates
as the recipient of certain of the Purchased Assets, and as the party to assume
certain of the Assumed Liabilities, in which case Seller shall transfer such
Purchased Assets and Assumed Liabilities to Buyer or the Affiliate(s) designated
by Buyer pursuant to such Transfer Documents.  
(b)	Consideration.  Buyer shall deliver the
Consideration to Seller.
(c)	Title.  Seller shall provide reasonable
evidence of valid title to such of the Purchased Assets as Buyer may reasonably
request in writing prior to the Closing, in form and substance reasonably
satisfactory to Buyer.
(d)	Third Party Consents and Assignments.
Seller shall deliver to Buyer any assignments, and any required consents to
assignment, that it has obtained in respect of the Contracts, duly executed by
parties having the authority to so assign or consent to assign, in form and
substance as Buyer shall reasonably request, as well as a written confirmation
from such third parties that the Contracts are in good standing.
(e)	Seller Documents.  At the Closing,
Seller shall deliver to Buyer any and all documents required to satisfy the
conditions set forth in Section 9 of this Agreement and any other closing
documents reasonably requested by Buyer.
(f)	Buyer Documents.  At the Closing, Buyer
shall deliver to Seller any and all documents required to satisfy the conditions
set forth in Section 8 of this Agreement and any other closing documents
reasonably requested by Seller.
(g)	Post-Closing Actions.  Subsequent to the
Closing Date, Seller shall, and shall cause any Affiliate of Seller to, from
time to time execute and deliver, upon the request of Buyer, all such other and
further materials and documents and instruments of conveyance, transfer or
assignment as may reasonably be requested by Buyer to effect, record or verify
the transfer to and vesting in Buyer of Seller's and any of Seller's Affiliates'
right, title and interest in and to the Purchased Assets, free and clear of all
Liens in accordance with the terms of this Agreement.
4.	Representations and Warranties of
Seller.
Each representation and warranty set forth below is qualified by any
exception or disclosures set forth in the Seller Disclosure Schedule attached
hereto, which exceptions specifically reference the Section(s) to be qualified.
In all other respects, each representation and warranty set out in this Section
4 is not qualified in any way whatsoever, will not merge on Closing or by reason
of the execution and delivery of any agreement, document or instrument at the
Closing, will remain in force on and after the Closing Date, is given with the
intention that liability is not confined to breaches discovered before Closing,
is separate and independent and is not limited by reference to any other
representation or warranty or any other provision of this Agreement, and is made
and given with the intention of inducing the Buyer to enter into this Agreement.
Seller represents and warrants to Buyer as follows:
4.1	Organization, Standing and Power.  Seller is a
corporation duly organized, validly existing and in good standing under the laws
of its jurisdiction of organization. Seller has the requisite corporate power
and authority and all necessary permits, authorizations, consents, and approvals
of all Governmental Entities to own, lease and operate its properties and to
carry on the IZ Business as now being conducted and as proposed to be conducted,
except where the failure to have such power, authority and governmental
approvals would not, individually or in the aggregate, have a Material Adverse
Effect on the IZ Business. Seller is duly qualified or licensed as a foreign
corporation to do business, and is in good standing, in each jurisdiction where
the character of the properties owned, leased or operated by it or the nature of
its business makes such qualification or licensing necessary, except for
failures to be so qualified or licensed and in good standing that would not,
individually or in the aggregate, have a Material Adverse Effect on the IZ
Business.
4.2	Authority.  The execution and delivery of this Agreement
(and all other agreements and instruments contemplated under this Agreement) by
Seller, the performance by Seller of its obligations hereunder and thereunder,
and the consummation by Seller of the transactions contemplated hereby and
thereby have been duly authorized by all necessary action by the Board of
Directors and shareholders of Seller, and no other act or proceeding on the part
of or on behalf of Seller or its shareholders is necessary to approve the
execution and delivery of this Agreement and such other agreements and
instruments, the performance by Seller of its obligations hereunder and
thereunder and the consummation of the transactions contemplated hereby and
thereby.  The signatory officers of Seller have the power and authority to
execute and deliver this Agreement and all of the other agreements and
instruments to be executed and delivered by Seller pursuant hereto, to
consummate the transactions hereby and thereby contemplated and to take all
other actions required to be taken by Seller pursuant to the provisions hereof
and thereof.
4.3	Execution and Binding Effect.  This Agreement has been
duly and validly executed and delivered by Seller and constitutes, and the other
agreements and instruments to be executed and delivered by Seller pursuant
hereto, upon their execution and delivery by Seller, will constitute (assuming,
in each case, the due and valid authorization, execution and delivery thereof by
Buyer), legal, valid and binding agreements of Seller, enforceable against
Seller in accordance with their respective terms.
4.4	Consents and Approvals of Governmental Entities. Other
than the Governmental Authorizations, there is no requirement applicable to
Seller to make any filing, declaration or registration with, or to obtain any
permit, authorization, consent or approval of, any Governmental Entity as a
condition to the lawful consummation by Seller of the transactions contemplated
by this Agreement and the other agreements and instruments to be executed and
delivered by Seller pursuant hereto or the consummation by Seller of the
transactions contemplated herein or therein.
4.5	No Violation.  Neither the execution, delivery and
performance of this Agreement and all of the other agreements and instruments to
be executed and delivered pursuant hereto, nor the consummation of the
transactions contemplated hereby or thereby, will, with or without the passage
of time or the delivery of notice or both, (a) conflict with, violate or
result in any breach of the terms, conditions or provisions of the Articles of
Incorporation or Bylaws of Seller, (b) conflict with or result in a
violation or breach of, or constitute a default or require consent of any Person
(or give rise to any right of termination, cancellation or acceleration) under,
any of the terms, conditions or provisions of any contract, notice, bond,
mortgage, indenture, license, franchise, permit, agreement, lease or other
instrument or obligation to which Seller is a party or by which Seller or any of
the Purchased Assets may be bound, (c) violate any statute, ordinance or
law or any rule, regulation, order, writ, injunction or decree of any
Governmental Entity applicable to Seller or by which any properties or assets of
Seller may be bound, or (d) result in any cancellation of, or obligation to
repay, any grant, loan or other financial assistance received by Seller from any
Governmental Entity.  No "bulk sales" legislation applies to the
transactions contemplated by this Agreement.
4.6	Consents.  Schedule 4.6 sets forth each
agreement, contract or other instrument binding upon Seller requiring a consent
as a result of the execution, delivery and performance of this Agreement or the
consummation of the transactions contemplated hereby, except such consents as
would not, individually or in the aggregate, have a Material Adverse Effect if
not received by the Closing Date (each a "Required
Consent").
4.7	Financial Statements.  The Seller has made available to
Buyer the audited consolidated financial statements of PopMail (including
balance sheet, income statement and statement of cash flows) as of January 2,
2000, for the fiscal year then ended together with the consolidated financial
statements of PopMail contained in PopMail's Quarterly Reports on Form 10-Q for
fiscal year 2001 filed with the Securities and Exchange Commission
(collectively, the "Financial Statements").  The Financial
Statements have been prepared in accordance with generally accepted accounting
principles applied on a consistent basis throughout the periods indicated.  The
Financial Statements fairly present the financial condition and operating
results of the Seller as of the dates, and for the periods, indicated therein,
subject, in the case of interim financial statements, to normal year-end audit
adjustments. Except as set forth in the Financial Statements, the Seller has no
material liabilities, contingent or otherwise, other than (i) liabilities
incurred in the ordinary course of business subsequent to October 1, 2000
and (ii) obligations under contracts and commitments incurred in the
ordinary course of business and not required under generally accepted accounting
principles to be reflected in the Financial Statements, which, in both cases,
individually or in the aggregate are not material to the financial condition or
operating results of the Seller.

4.8	Absence of Certain Changes.  Since November 1, 2000
Seller has conducted the IZ Business in the ordinary course consistent with past
practice and Seller:  

(a)	has not created, incurred or assumed (i) any
borrowings under capital leases, or (ii) any obligation which in any
material way affect the IZ Business, the Purchased Assets or Buyer's ability to
conduct the IZ Business in substantially the same manner and condition as
conducted by Seller on the date of this Agreement;
(b)	has not changed in any manner the compensation of, or
agreed to provide additional benefits to, or enter into any employment agreement
with, any Employee (as defined in Section 7.1);
(c)	has maintained insurance coverage in amounts adequate
to cover the reasonably anticipated risks of the business conducted with the
Purchased Assets;
(d)	has not acquired or agreed to acquire by merging or
consolidating with, or by purchasing any assets or equity securities of, or by
any other manner, any business or any corporation, partnership, association or
other business organization or division thereof, or otherwise acquire or agree
to acquire any assets which are material, individually or in the aggregate, to
the IZ Business;
(e)	has not sold, disposed of or encumbered any of the
Purchased Assets or licensed any Purchased Assets to any Person except for the
sale of Inventory in the normal course of business consistent with past
practice;
(f)	has not engaged in any special promotion, which
promotes the sale of Inventory with highly discounted terms;
(g) 	has not entered into any agreements or commitments
relating to the business conducted with the Purchased Assets, except on
commercially reasonable terms in the ordinary course of business;
(h)	has complied in all material respects with all laws
and regulations applicable to the IZ Business;
(i)	has not entered into any agreement with any third
party for the distribution of any of the Purchased Assets;
(j)	has not changed or announced any change to the
products or services sold by the IZ Business except with Buyer's written consent
or at Buyer's request;
(k)	has not violated, amended or otherwise change in any
way the terms of any of the Contracts;
(l)	has not commenced a lawsuit related to or involving
the Purchased Assets other than (i) for the routine collection of bills; or (ii)
for a breach of this Agreement;
(m)	has not assigned, sold or otherwise conveyed to any
third party, any of its accounts receivable prior to the Closing Date; or
(n)	made any agreement to do any of the foregoing.
4.9  	Assets Generally.
(a)	The Purchased Assets include all properties, tangible
and intangible, and only such properties, currently used by Seller in operating
the IZ Business and necessary for Buyer to operate the IZ Business after the
Closing Date in a manner substantially equivalent to the manner in which Seller
has operated the IZ Business  prior to and through the Closing Date. Other than
the Required Consents and the Governmental Approvals, no licenses or other
consents from, or payments to, any other Person are or will be necessary for
Buyer to operate the IZ Business and use the Purchased Assets in the manner in
which Seller has operated the same.
(b)	Seller holds good and marketable title, license to or
leasehold interest in  all of the Purchased Assets and has the complete and
unrestricted power and the unqualified right to sell, assign and deliver the
Purchased Assets to Buyer.  Upon consummation of the transactions contemplated
by this Agreement, Buyer will acquire good and marketable title, license or
leasehold interest to the Purchased Assets free and clear of any Liens and there
exists no restriction on the use or transfer of the Purchased Assets, except as
may be assumed hereunder by Buyer as an Assumed Liability.  No Person other than
Seller has any right or interest in the Purchased Assets, including the right to
grant interests in the Purchased Assets to third parties, except for Purchased
Assets licensed or leased from third parties which are set forth in the Seller
Disclosure Schedule and identified as such.
(c)	Except as provided in this Agreement, no restrictions
will exist on Buyer's right to sell, resell, license or sublicense any of the
Purchased Assets or engage in the IZ Business, nor will any such restrictions be
imposed on Buyer as a consequence of the transactions contemplated by this
Agreement or by any agreement referenced in this Agreement.
(d)	All of the Purchased Assets are in good operating
condition and repair, as required for their use in the IZ Business as presently
conducted, and conform to all applicable laws, and no notice of any violation of
any law relating to any of the Purchased Assets or Assumed Liabilities has been
received by Seller.
4.10	Intellectual Property.
(a)	The execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated hereby
(including without limitation the continued conduct by Buyer after the Closing
Date of the IZ Business as presently conducted by Seller and the incorporation
of any Intellectual Property in any product of Buyer or an affiliate of Buyer)
will not breach, violate or conflict with any instrument or agreement governing
any Intellectual Property necessary or required for, or used in, the conduct of
the IZ Business as presently conducted and will not cause the forfeiture or
termination or give rise to a right of forfeiture or termination of any such
Intellectual Property or in any material way impair the right of Buyer or any of
its Affiliates to use, sell, license or dispose of, or to bring any action for
the infringement of, any such Intellectual Property or portion thereof;
(b)	Neither the development, manufacture, marketing,
license, sale or use of any product or Intellectual Property currently licensed,
used or sold by Seller or currently under development violates or will violate
any license or agreement to which Seller is a party or infringes or will
infringe any copyright, patent, trademark, service mark, trade secret or other
intellectual property or other proprietary right of any other party.  All
registered trademarks, service marks, patents and copyrights held by Seller are
valid and subsisting.  There is no pending or threatened claim or litigation
contesting the validity, ownership or right to use, sell, license or dispose of
any of the Purchased Assets (including without limitation the Intellectual
Property) necessary or required for, or used in, the conduct of the business of
Seller as presently conducted nor is there any basis for any such claim, nor has
Seller received any notice asserting that any such Purchased Asset (including
without limitation the Intellectual Property) or the proposed use, sale, license
or disposition thereof conflicts or will conflict with the rights of any other
party, nor is there any basis for any such assertion.  To the best of Seller's
knowledge, there is no unauthorized use, infringement or misappropriation on the
part of any third party of the Purchased Assets (including without limitation
the Intellectual Property); and
(c)	Seller has taken reasonable steps (including, without
limitation, entering into confidentiality and non-disclosure agreements with all
officers and employees of and consultants to Seller with access to or knowledge
of the Purchased Assets (including without limitation the Intellectual
Property)) to maintain the secrecy and confidentiality of, and its proprietary
rights in, the Purchased Assets (including without limitation the Intellectual
Property) necessary or required for, or used in, the conduct of the business of
Seller as presently conducted.  The Seller Disclosure Schedule contains a
complete and accurate list of all applications, filings and other formal actions
made or taken pursuant to federal, state, local and foreign laws by Seller to
perfect or protect its interest in the Purchased Assets, including, without
limitation, all patents, patent applications, trademarks, trademark
applications, service marks and copyright or mask work registrations.
(d)	All fees to maintain Seller's rights in the
Intellectual Property, including, without limitation, patent and trademark
registration and prosecution fees and all professional fees in connection
therewith pertaining to the Intellectual Property due and payable on or before
the Closing Date, have been paid by Seller or will be paid by Seller within a
reasonable period after the Closing.
4.11	Supply Agreements.  
(a)	The only obligations of Seller to deliver or supply
products or services are identified in Schedule 2.1(b) as Co-publishing
or Content Agreements (such agreements, as supplemented below, are referred to
collectively as the "Supply Agreements").  Seller has provided
a true and complete copy of all Supply Agreements to Buyer.  All such Supply
Agreements are in full force and effect and are valid and effective in
accordance with their respective terms against Seller, as the case may be, and
against the other party thereto.  Seller holds right, title and interest under
the terms of each Supply Agreement free of all Liens.  Seller is not in default
under any such Supply Agreements (or has caused an event which with notice or
lapse of time, or both, would constitute a default), nor, to the best of
Seller's knowledge, is the other party thereto in default (or has caused an
event which with notice or lapse of time, or both, would constitute a default)
under any such Supply Agreements.
(b)	Seller has not entered into any agreement under which
Seller is restricted from selling, licensing or otherwise distributing any
products or services to any class of customers, in any geographic area, during
any period of time or in any segment of the market.
(c)	After the Closing, Buyer will not be prevented by any
act of Seller from changing prices charged to existing or future customers of
any products or services.
(d)	Seller has not granted any third party the right to
supply any products or services of the IZ Business to any other third party.  No
agreement for supply of the products or services by Seller obligates Seller, and
no agreement would obligate Buyer after the Closing Date, to provide any change
in specification of such products or services or to provide new products or
services.  No agreement pursuant to which Seller has licensed the use of any
products to any third party obligates Seller to provide any change in
specification in the performance of such products or to provide new products or
services.
4.12	Warranties and Indemnities.  The Seller Disclosure
Schedule sets forth a summary of all warranties and indemnities, express or
implied, relating to products sold or services rendered by Seller, and no
warranty or indemnity has been given by Seller which is not listed on the Seller
Disclosure Schedule or which differs therefrom in any respect.  Seller is in
compliance with all warranties described in the Seller Disclosure Schedule.  The
Seller Disclosure Schedule also indicates all warranty and indemnity claims
currently pending against Seller.
4.13	Accounts Receivable.  All accounts receivable, notes
receivable and other receivables included in the Purchased Assets are valid,
genuine and fully collectible in the aggregate amount thereof, net of Seller's
allowances for doubtful accounts attributable to the IZ Business determined in
accordance with GAAP.
4.14	Licenses and Permits. Seller holds all consents,
approvals, registrations, certifications, authorizations, permits and licenses
of, and has made all filings with, or notifications to, all Governmental
Entities pursuant to applicable requirements of all federal, state, local and
foreign laws, ordinances, governmental rules or regulations applicable to the
business, including, but not limited to, all such laws, ordinances, governmental
rules or regulations relating to registration of the products of the IZ Business
(at their current level of development and use) and certification of the
facilities of the IZ Business, except where the failure to hold any such
consent, approval, registration, certification, authorization, permit or license
of, or make any filing with, or notification to, any Governmental Entity would
not have a Material Adverse Effect on the IZ Business.  The IZ Business is in
compliance with all federal, state, local and foreign laws, ordinances,
governmental rules and regulations relating to the products manufactured by the
IZ Business or otherwise related to the IZ Business, except where the failure to
comply with any such federal, state, local or foreign law, ordinance,
governmental rule or regulation would not have a Material Adverse Effect on the
IZ business, and Seller has no reason to believe that any consents, approvals,
authorizations, registrations, certifications, permits, filings or notifications
that it has received or made to operate the IZ Business are invalid or have been
or are being suspended, canceled, revoked or questioned.  There is no
investigation or inquiry to which Seller is a party or, to Seller's knowledge,
pending or threatened, relating to the IZ Business and its compliance with
applicable foreign, state, local or foreign laws, ordinances, governmental rules
or regulations.  Each such consent, approval, registration, certification,
authorization, permit or license is transferable and shall be transferred to
Buyer in accordance with the terms of this Agreement.
4.15	Employees.
(a)	Schedule 4.15 sets forth the names and job
titles of all of the Employees.  All employees, consultants, officers, directors
and shareholders of Seller or any Seller subsidiary that have had access to the
Purchased Assets are parties to a written agreement (a "Confidentiality
Agreement"), under which each such person or entity (i) is
obligated to disclose and transfer to Seller, without the receipt by such person
of any additional value therefor (other than normal salary or fees for
consulting services), all inventions, developments and discoveries which, during
the period of employment with or performance of services for Seller, he or she
makes or conceives of either solely or jointly with others, that relate to any
subject matter with which his or her work for Seller may be concerned, or relate
to or are connected with the IZ Business, products or projects of Seller, or
involve the use of the time, material or facilities of Seller, and (ii) is
obligated to maintain the confidentiality of proprietary information of Seller.
None of Seller's employees, consultants, officers or directors is obligated
under any contract (including licenses, covenants or commitments of any nature)
or other agreement, or to the best of Seller's knowledge subject to any
judgment, decree or order of any court or administrative agency, that would
conflict with their obligation to promote the interests of Seller with regard to
the IZ Business or the Purchased Assets or that would conflict with the IZ
Business or the Purchased Assets.  Neither the carrying on of the IZ Business by
its employees and consultants, nor to the best of Seller's knowledge the
execution or the delivery of this Agreement, will conflict with or result in a
breach of the terms, conditions or provisions of, or constitute a default under,
any contract, covenant or instrument under which any of such persons or entities
are now obligated.  It is currently not necessary nor will it be necessary for
Seller to utilize in the IZ Business any inventions of any of such persons or
entities (or people it currently intends to hire) made or owned prior to their
employment by or affiliation with Seller, nor is it or will it be necessary to
utilize any other assets or rights of any such persons or entities (or people it
currently intends to hire) made or owned prior to their employment with or
engagement by Seller, in violation of any registered patents, trade names,
trademarks or copyrights or any other limitations or restrictions to which any
such persons or entity is a party or to which any of such assets or rights may
be subject.  To the Seller's knowledge, none of Seller's employees, consultants,
officers, directors or shareholders that has had knowledge or access to
information relating to the Purchased Assets has taken, removed or made use of
any proprietary documentation, manuals, products, materials, or any other
tangible item from his or her previous employer relating to the Purchased Assets
by such previous employer which has resulted in Seller's access to or use of
such proprietary items included in the Purchased Assets, and Seller will not
gain access to or make use of any such proprietary items in the IZ Business,
except to the extent that any such activities would not have a material adverse
effect on the Purchased Assets or the IZ Business.
(b)	Except for the Confidentiality Agreement, there are no
written or oral contracts of employment between Seller and any Employee.
(c)	Seller is not a party to any collective bargaining
agreement covering any employee and Seller knows of no effort to organize any of
its employees as a part of any collective bargaining unit.  Seller's employees
are not members of a trade union certified as a bargaining agent with the Seller
and, to the best of Seller's knowledge, no proceedings to implement any such
certifications are pending.
4.16	Employee Benefit and Compensation Plans.  Buyer will
incur no liability with respect to, or on account of, and Seller will retain any
liability for, and on account of, any employee benefit plan of Seller, any of
its Affiliates or any predecessor employer of any employee, including, but not
limited to, liabilities Seller may have to such employees under all employee
benefit schemes, incentive compensation plans, bonus plans, pension and
retirement plans, profit-sharing plans (including any profit-sharing plan with a
cash-or-deferred arrangement) share purchase and option plans, savings and
similar plans, medical, dental, travel, accident, life, disability and other
insurance and other plans or arrangements, whether written or oral and whether
"qualified" or "non-qualified," or to any employee as a
result of termination of employment by Seller as contemplated by this Agreement
(including any liabilities under the Consolidated Omnibus Budget Reconciliation
Act ("COBRA")).  Seller has not, with respect to any employee,
maintained or contributed to, or been obligated or required to contribute to,
any retirement or pension plan or any employee benefit plan.  The Seller has
complied with all of its obligations (including obligations to make
contributions) in respect of the retirement or pension funds of which its
employees are beneficiaries, there is no outstanding liability of the Seller or
any of its Affiliates to any such funds and all such funds are fully funded to
meet all potential claims for benefits by any and all such employees and any
former employee.  
	4.17	Taxes.  All Taxes have been or will be paid by
Seller which are due or properly accrued with respect to all periods (or
portions thereof) prior to and including the Closing Date, and at the request of
Buyer, Seller shall provide Buyer with proof of such payment.  Seller and any
other person required to file returns or reports of Taxes have duly and timely
filed (or will file prior to the Closing Date) all returns and reports of Taxes
required to be filed prior to such date, and all such returns and reports are
true, correct, and complete.  There are no liens for Taxes on any of the
Purchased Assets.  Seller has complied with all record keeping and tax reporting
obligations relating to income and employment taxes due with respect to
compensation paid to employees or independent contractors providing services to
the IZ Business.  Seller is not a "foreign person" within the meaning
of Section 1445(f)(3) of the Code.  There are no pending or, to Seller's
knowledge, threatened proceedings with respect to Taxes, and there are no
outstanding waivers or extensions of statutes of limitations with respect to
assessments of  Taxes.  No agreement or arrangement regarding compensation of
any employee providing services to the IZ Business provides for any payments
which could result in a nondeductible expense to the Buyer pursuant to
Section 280G of the Code or an excise tax to the recipient of such payment
pursuant to Section 4999 of the Code.

 4.18	Compliance with Law.  The operation of the IZ Business
has been conducted in all material respects in accordance with all applicable
laws, regulations and other requirements of Governmental Entities having
jurisdiction over the same.
4.19	Material Contracts.
(a)	Schedule 2.1(b) contains a list of all Contracts which
are material to the Business.
(b)	Except as would not, individually or in the aggregate,
have a Material Adverse Effect on the IZ Business, each Contract is a legal,
valid and binding agreement, and none of the Contracts is in default by its
terms or has been canceled by the other party; Seller is not in receipt of any
claim of default under any such Contract; and Seller does not anticipate any
termination or change to, or receipt of a proposal with respect to, any such
Contract as a result of the transactions contemplated hereby.  Seller has
furnished Buyer with true and complete copies of all such Contracts together
with all amendments, waivers or other changes thereto.  
4.20	Litigation; Other Claims.
(a)	There are no claims, actions, suits, inquiries,
proceedings, or investigations against Seller, or any of its officers, directors
or shareholders, relating to the IZ Business, the Purchased Assets or Seller's
employees which are currently pending or, to the best of Seller's knowledge,
threatened, at law or in equity or before or by any Governmental Entity, or
which challenges or seeks to prevent, enjoin, alter or materially delay any of
the transactions contemplated hereby, nor is Seller aware of any basis for such
claims, actions, suits, inquiries, proceedings, or investigations; and no
Governmental Entity has at any time challenged or questioned the legal right of
Seller to manufacture, offer or sell any of its products or services in the
present manner or style thereof.
(b)	There are no grievance or arbitration proceedings
pending or threatened, and there are no actual or threatened strikes or work
stoppages with respect to the IZ Business, the Purchased Assets or Seller's
employees, nor is Seller aware of any basis for such proceedings or events.
4.21	Defaults.  Seller is not in default under or with
respect to any judgment, order, writ, injunction or decree of any court or any
Governmental Entity which could reasonably be expected to have a Material
Adverse Effect on the IZ Business or any of the Purchased Assets.  There does
not exist any default by Seller or by any other Person, or event that, with
notice or lapse of time, or both, would constitute a default under any agreement
entered into by Seller as part of the operations of the IZ Business which could
reasonably be expected to have a Material Adverse Effect on the IZ Business or
the Purchased Assets, and no notices of breach thereof have been received by
Seller.
4.22	Schedules.  The schedules describing the Purchased
Assets are complete and accurate and describe the assets in the possession of,
or used by Seller in connection with the IZ Business.  The property listed in
such Schedules constitutes all of the tangible and intangible property necessary
for the conduct by Seller of the IZ Business.
4.23	Full Disclosure.  Seller is not aware of any facts
pertaining to the Purchased Assets which affect the IZ Business or the Purchased
Assets in a materially adverse manner or which will in the future affect the IZ
Business or the Purchased Assets in a materially adverse manner.  Neither this
Agreement nor any other agreement, exhibit, schedule or officer's certificate
being entered into or delivered pursuant to this Agreement contains any untrue
statement of a material fact or omits to state any material fact necessary in
order to make the statements contained in such document not misleading.
4.24	Brokers and Finders.  Neither Seller nor any of its
officers, directors or employees has employed any broker or finder or incurred
any liability for any brokerage fee, commission or finder's fee in connection
with the transactions contemplated by this Agreement.
4.25	Fair Consideration; No Fraudulent Conveyance.  The sale
of the Purchased Assets pursuant to this Agreement is made in exchange for fair
and equivalent consideration.  Seller is not now insolvent and will not be
rendered insolvent by the sale, transfer and assignment of the Purchased Assets
pursuant to the terms of this Agreement.  Seller is not entering into this
Agreement or any of the other agreements referenced in this Agreement with the
intent to defraud, delay or hinder its creditors and the consummation of the
transactions contemplated by this Agreement, and the other agreements referenced
in this Agreement, will not have any such effect.  The transactions contemplated
in this Agreement or any agreements referenced in this Agreement will not
constitute a fraudulent conveyance, or otherwise give rise to any right of any
creditor of Seller to any of the Purchased Assets after the Closing.
4.26	Insurance.  The Seller Disclosure Schedule lists all
insurance policies and fidelity bonds covering the Purchased Assets.  There is
no claim by Seller pending under any of such policies or bonds as to which
coverage has been questioned, denied or disputed by the underwriters of such
policies and bonds.  All premiums due and payable under all such policies and
bonds have been paid and Seller is otherwise in material compliance with the
terms of such policies and bonds (or other policies and bonds providing
substantially similar insurance coverage).  There is no threatened termination
of, or material premium increase with respect to, any of such policies.
5.	Representations and Warranties of Buyer

	Buyer represents and warrants to Seller as follows:

5.1	Organization.  Buyer is a corporation duly formed and
validly existing under the laws of Delaware and has full corporate power and
authority and the legal right to execute and deliver this Agreement and all of
the other agreements and instruments to be executed and delivered by Buyer
pursuant hereto, and to consummate the transactions contemplated hereby and
thereby.
5.2	Authority.  The execution and delivery of this Agreement
(and all other agreements and instruments contemplated hereunder) by Buyer, the
performance by Buyer of its obligations hereunder and thereunder, and the
consummation by Buyer of the transactions contemplated hereby and thereby have
been duly authorized by all necessary action by the Board of Directors of Buyer,
and no other act or proceeding on the part of Buyer or its shareholders is
necessary to approve the execution and delivery of this Agreement and such other
agreements and instruments, the performance by Buyer of its obligations
hereunder and thereunder and the consummation of the transactions contemplated
hereby and thereby.  The signatory officers of Buyer have the power and
authority to execute and deliver this Agreement and all of the other agreements
and instruments to be executed and delivered by Buyer pursuant hereto, to
consummate the transactions hereby and thereby contemplated and to take all
other actions required to be taken by Buyer pursuant to the provisions hereof
and thereof.
5.3	Execution and Binding Effect.  This Agreement and the
Note have been duly and validly executed and delivered by Buyer and constitutes,
and the other agreements and instruments to be executed and delivered by Buyer
pursuant hereto, upon their execution and delivery by Buyer, will constitute
(assuming, in each case, the due and valid authorization, execution and delivery
thereof by Seller), legal, valid and binding agreements of Buyer, enforceable
against Buyer in accordance with their respective terms, except as
enforceability may be limited by bankruptcy, insolvency, moratorium, or other
laws affecting the enforcement of creditors' rights generally or provisions
limiting competition, and by equitable principles.
5.4	Consent and Approvals.  There is no requirement
applicable to Buyer to make any filing, declaration or registration with, or to
obtain any permit, authorization, consent or approval of, any Governmental
Entity as a condition to the lawful consummation by Buyer of the transactions
contemplated by this Agreement and the other agreements and instruments to be
executed and delivered by Buyer pursuant hereto, except for filings (a) which
are referred to in the Seller Disclosure Schedule or (b) the failure of making
which would not have a Material Adverse Effect on the transactions contemplated
hereby.
5.5	No Violation.  Neither the execution, delivery and
performance of this Agreement and of all the other agreements and instruments to
be executed and delivered pursuant hereto, nor the consummation of the
transactions contemplated hereby or thereby, will, with or without the passage
of time or the delivery of notice or both, (a) conflict with, violate or
result in any breach of the terms, conditions or provisions of the Certificate
of Incorporation or Bylaws of Buyer, (b) conflict with or result in a
violation or breach of, or constitute a default or require consent of any Person
(or give rise to any right of termination, cancellation or acceleration) under,
any of the terms, conditions or provisions of any notice, bond, mortgage,
indenture, license, franchise, permit, agreement, lease or other instrument or
obligation to which Buyer is a party or by which Buyer or any of its properties
or assets may be bound, or (c) violate any statute, ordinance or law or any
rule, regulation, order, writ, injunction or decree of any Governmental Entity
applicable to Buyer or by which any of its properties or assets may be
bound.
6.	Covenants.
6.1	Access to Information.
(a)	Prior and subsequent to the Closing, Seller will
permit Buyer to make a full and complete investigation of the Purchased Assets
and to receive from Seller all information of Seller relating to the Purchased
Assets or reasonably related to Seller's conduct of the IZ Business.  Without
limiting this right, Seller will give to Buyer and its accountants, legal
counsel, and other representatives full access, during normal business hours, at
a mutually agreeable location arranged in advance, to all of the books, records,
files, documents, properties, and contracts of Seller relating to the Purchased
Assets or reasonably related to Seller's conduct of the IZ Business and allow
Buyer and any such representatives to make copies thereof, all of which shall be
made available in an organized fashion and so as to facilitate an orderly
review.  This Section 6.1 shall not affect or be deemed to modify any
representation or warranty contained herein or the conditions to the obligations
of the parties to consummate the transactions contemplated by this Agreement.
Seller shall maintain and make available the information and records specified
in this Section 6.1(a) in the ordinary course of Seller's business and document
retention policies, as if the transactions contemplated by this Agreement had
not occurred.
(b)	At all times following the Closing, each party shall
provide the other party (at such other party's expense) with such reasonable
assistance, including the provision of available relevant records or other
information and reasonable access to and cooperation of any employees, as may be
reasonably requested by either of them in connection with the preparation of any
financial statement or tax return, any audit or examination by any taxing
authority, or any judicial or administrative proceeding relating to liability
for Taxes.
6.2	Third Party Consents.  Seller and Buyer shall use
commercially reasonable efforts to obtain, within the applicable time periods
required, all Required Consents, waivers, permits, consents and approvals and to
effect all registrations, filings and notices with or to third parties or
Governmental Entities which are necessary to consummate the transactions
contemplated by this Agreement so as to preserve all rights of, and benefits to,
the Buyer in the Purchased Assets.  Nothing in this Agreement shall be construed
as an assignment of, or an attempt to assign to Buyer, any contract (or rights
therein) or Governmental Entity authorization which, as a matter of law or by
its terms, is (i) not assignable, or (ii) not assignable without the
approval or consent of the issuer thereof or the other party or parties thereto,
without first obtaining such approval or consent (collectively, "Non-
Assignable Rights").  In connection with such Non-Assignable Rights, and
without prejudice to the rights of Buyer elsewhere in this Agreement, Seller
shall, at the request of Buyer:
(a)	apply for and use all reasonable efforts to obtain all
consents or approvals contemplated by the Purchased Assets (or rights therein)
or Governmental Entity authorization, in a form satisfactory to Buyer acting
reasonably;
(b)	co-operate with Buyer in any reasonable and lawful
arrangements designed to provide the benefits of such Non-Assignable Rights to
Buyer, including holding any such Non-Assignable Rights in trust for Buyer or
acting as agent for Buyer;
(c)	enforce any rights of Seller arising from such Non-
Assignable Rights against the issuer thereof or the other party or parties
thereto;
(d)	take all such actions and do, or cause to be done, all
such things at the request of Buyer as shall reasonably be necessary and proper
in order that the value of any Non-Assignable Rights shall be preserved and
shall enure to the benefit of Buyer; and
(e)	pay over to Buyer, all monies collected by or paid to
Seller in respect of such Non-Assignable Rights. 
If Seller is unable to lawfully provide the benefit of any Non-Assignable
Right to Buyer, it shall not, at any time, use such Non-Assignable Right for its
own purposes or assign or provide the benefit of such Non-Assignable Right to
any other party. 
6.3	Certain Notifications.  At all times prior to the
Closing, Seller and Buyer shall promptly notify the other party in writing of
the occurrence of any event which will result, or has a reasonable prospect of
resulting, in the failure to satisfy any of the conditions specified in Section
8 or Section 9 of this Agreement.
6.4	Best Efforts.  The Seller shall use its commercially
reasonable best efforts (i) to cause to be fulfilled and satisfied all of
the conditions to the Closing set forth in Section 8 below, (ii) to cause
to be performed all of the matters required of it at the Closing and
(iii) to cause the Contracts to be assigned to Buyer.
6.5	Tax Returns.  Seller shall, to the extent that failure
to do so could adversely affect Buyer, the IZ Business or the Purchased Assets
following Closing, (a) continue to file in a timely manner all returns and
reports relating to Taxes, and such returns and reports shall be true, correct
and complete and shall be subject to the review and consent of Buyer which
consent shall not be unreasonably withheld, and (b) be responsible for and
pay when due any and all Taxes attributable to or imposed upon Seller or any of
its direct or indirect subsidiaries, or attributable to or imposed upon the
Purchased Assets for any period (or portion thereof) through and including the
Closing Date, including, without limitation, any Taxes attributable to or
arising from the transactions contemplated by this Agreement.  In the event
Buyer makes any payment in respect of such Taxes as a result of Seller's failure
to pay such Taxes when due, there shall be a partial forgiveness of the Note as
set forth in Section 2.6(b) above.
6.6	Post-Closing Access to Information.  If, after the
Closing Date, in order properly to operate the IZ Business or prepare documents
or reports required to be filed with governmental authorities or Buyer's
financial statements, it is necessary that Buyer obtain additional information
within Seller's possession relating to the Purchased Assets or the IZ Business,
Seller will furnish or cause its representatives to furnish such information to
Buyer.  Such information shall include, without limitation, all agreements
between Seller and any Person relating to the IZ Business. Seller shall maintain
and make available the information and records specified in this Section 6.6 for
a period of five (5) years after the Closing Date.
6.7	Post-Closing Cooperation.  Seller agrees that, if
reasonably requested by Buyer, it will cooperate with Buyer, at Buyer's expense,
in enforcing the terms of any agreements between Seller and any third party
involving the IZ Business, including without limitation terms relating to
confidentiality and the protection of intellectual property rights.  In the
event that Buyer is unable to enforce its intellectual property rights against a
third party as a result of a rule or law barring enforcement of such rights by a
transferee of such rights, Seller agrees to reasonably cooperate with Buyer by
assigning to Buyer such rights as may be required by Buyer to enforce its
intellectual property rights in its own name.  If such assignment still does not
permit Buyer to enforce its intellectual property rights against the third
party, Seller agrees to initiate proceedings against such third party in
Seller's name, provided that Buyer shall be entitled to participate in such
proceedings and provided further that Buyer shall be responsible for the
expenses of such proceedings.
6.8	No Post-Closing Retention of Copies.  Immediately after
the Closing, Seller shall deliver to Buyer or destroy copies of Purchased Assets
in Seller's possession that are in addition to copies delivered to Buyer as part
of the Closing, whether such copies are in paper form, on computer media or
stored in another form; provided, however, that Seller may retain and use
copies of financial books and records relating to the IZ Business as well as
other documents required by law to be kept by Seller for the sole purpose of
preparing its financial statements and other reports required by applicable law.
The Seller shall not be permitted to use the financial books and records of the
IZ Business for any other reason.
6.9	Public Announcements.  On and prior to the Closing Date,
Buyer and Seller shall advise and confer with each other prior to the issuance
of any reports, statements or releases concerning this Agreement (including the
exhibits and schedules hereto) and the transactions contemplated herein.
Neither Buyer nor Seller will make any public disclosure prior to the Closing or
with respect to the Closing unless both parties agree on the text and timing of
such public disclosure; provided, however, that nothing contained herein
shall prevent either party at any time from furnishing any information to any
Governmental Entity.  Immediately after this Agreement is signed, both parties
will make public announcements to their respective share exchanges; the text of
such public announcements will be reviewed by the parties prior to release.
6.10	Post-Closing Actions.  Subsequent to the Closing Date,
Seller shall, from time to time, execute and deliver, upon the request of Buyer,
all such other and further materials and documents and instruments of
conveyance, transfer or assignment as may reasonably be requested by Buyer to
effect, record or verify the transfer to, and vesting in Buyer, of Seller's
right, title and interest in and to the Purchased Assets, free and clear of all
Liens, in accordance with the terms of this Agreement.
6.11	Financial Statements.  In the event
Buyer is required by the rules and regulations promulgated by the U.S.
Securities and Exchange Commission to produce any financial statements covering
a period or periods prior to the Closing Date, then Seller at Buyer's expense
shall assist Buyer in the preparation thereof as reasonably requested by Buyer.

6.12	Permits.  Seller will assist Buyer in
obtaining any licenses, permits or authorizations required for carrying on the
IZ Business but which are not transferable.
6.13	Taxes. Seller shall be responsible for
paying, shall promptly discharge when due, and shall reimburse, indemnify and
hold harmless Buyer from, any sales or use, transfer, real property gains,
excise, stamp, or other similar Taxes arising from, imposed on or attributable
to the transactions contemplated by this Agreement, and any other Taxes which
are due or properly accrued with respect to all periods (or portions thereof)
prior to and including the Closing Date, and at the request of Buyer, Seller
shall provide Buyer with proof of such payment.
7.	Employee Matters

7.1	Transferred Employees.

(a)	Offer of Employment.  Subject to and
in accordance with the provisions of this Section 7, Buyer may offer employment
to any or all of the employees who are employed by Seller in the IZ Business as
of the date of this Agreement (the "Employees").  Seller agrees
that it will cooperate with Buyer to identify those employees of Seller who are
necessary for the conduct the IZ Business.  Prior to the Closing, Buyer, after
notice to Seller as to the timing and method of contact, shall have the right to
contact any or all of the Employees for the purposes of making offers of
employment with Buyer (or any Affiliate designated by Buyer) after the Closing
Date and receiving written acceptances of such employment (in each case
contingent on consummation of the transactions contemplated by this Agreement).
Upon Closing, Buyer (or any Affiliates designated by Buyer) shall hire those
Employees to whom it has made an offer in accordance with this Section 7.1 and
who accept such offer in the manner and within the time frame reasonably
established by Buyer. Each such Employee who is employed by Seller on the
Closing Date and who actually transfers to employment with Buyer (or any
Affiliate designated by Buyer) at or after the Closing Date as a result of an
offer of employment made by Buyer is hereafter referred to as a
"Transferred Employee."  Transferred Employees shall not
include any person on a disability leave of more than twenty-six (26) weeks.  On
a periodic basis following the date of this Agreement and prior to the Closing,
Buyer shall advise Seller of its intentions with respect to the employees it
desires to extend or has extended offers to and the general status of
discussions with such employees.  Buyer hereby notifies Seller of Buyer's intent
to offer employment to all Employees set forth on Schedule 7.1(a) on terms
and conditions substantially equivalent to, or greater than, such Employees'
current terms and conditions of employment.  Notwithstanding such periodic
disclosures made to Seller, Buyer shall not be obligated to hire any employee
unless an offer of employment is subsequently made to, and accepted by, such
employee; in addition, Buyer shall have no obligation to hire any employees of
Seller after the Closing Date.
(b)	Transition.  Seller hereby agrees that
it will not terminate the employment of any Employee prior to the Closing;
provided, however, that Seller will terminate the employment of Ronald Dan Berst
and Philip Bane immediately prior to the Closing.  The employment by Seller of
the Transferred Employees shall end at the close of business on the Closing Date
and the employment of the Transferred Employees by Buyer shall commence at
12:01 a.m. on the day after the Closing Date.  The terms of employment with
Buyer (or Buyer's Affiliates) shall be as mutually agreed to between each
Transferred Employee and Buyer (or Buyer's Affiliate, as the case may be),
subject to the provisions of this Section 7.1.  Between the date of this
Agreement and the Closing Date, Seller will provide each Transferred Employee
with the same level of compensation as that currently provided by Seller.  Buyer
shall have no obligation with respect to payments of salary, compensation,
wages, health or similar benefits, commissions, bonuses (deferred or otherwise),
severance (including any severance pay owed to Ronald Dan Berst and Philip
Howard Bane), stock or stock options or any other sums due to any Transferred
Employee that accrued as of or before the Closing Date.  Other than as listed on
Schedule 7.1(b), Seller will be fully responsible for all amounts payable
to any employee who is not a Transferred Employee, including (without
limitation) all termination payments, redundancy compensation, severance pay,
accrued vacation pay and other amounts payable in respect of the termination of
employment of any employee in connection with the sale of the Purchased Assets
to the Buyer.  In addition, Seller will be fully responsible for all amounts
owing to Transferred Employees prior to Closing.
(c)	Retention of Employees Prior to Closing.
Seller agrees to use reasonable efforts to retain the Employees as employees of
the IZ Business until the Closing Date, and to assist Buyer in securing the
employment after the Closing Date of those Employees to whom Buyer (or
designated by Buyer) makes or intends to make offers of employment under
subsection (a) above.  Seller shall not transfer any Employee to employment with
Seller outside of the IZ Business prior to the Closing or without the consent of
Buyer.  Seller shall notify Buyer promptly if, notwithstanding the foregoing,
any Employee terminates employment with Seller after the date of this Agreement
but prior to the Closing.  Buyer may request Seller to hire additional employees
for the IZ Business, in which case Seller will use commercial reasonable efforts
to identify and hire such employees.
7.2	Compensation and Benefits of Transferred Employees.
Coverage for Transferred Employees under Buyer's compensation and benefit plans
and other programs shall commence as of 12:01 a.m. on the day after the Closing
Date.  Buyer shall be free to establish its own employee benefit plans; Buyer
shall have no obligation to offer benefit plans of the same type or with terms
similar to or better than the terms of Seller's current employee benefit plans.
Buyer may, at its option, give each Transferred Employee credit for such
Transferred Employee's years of most recent continuous service with Seller for
purposes of determining participation and benefit levels under all of Buyer's
vacation policies and benefit plans and programs.
7.3	Other Employees of the IZ Business.  With respect to
each employee of the IZ Business as of the Closing Date who is not a Transferred
Employee (each a "Non-Transferred Employee"), Seller agrees to
either terminate such Non-Transferred Employee's employment with Seller,
effective prior to the Closing or offer such Non-Transferred Employee continued
employment with Seller other than in the IZ Business.  Seller further
acknowledges that the Non-Transferred Employees shall not be employees of Buyer
after the Closing.
7.4	No Right to Continued Employment or Benefits.  No
provision in this Agreement shall create any third party beneficiary or other
right in any Person (including any beneficiary or dependent thereof) for any
reason, including, without limitation, in respect of continued, resumed or new
employment with Seller or Buyer (or any Affiliate of Seller or Buyer) or in
respect of any benefits that may be provided, directly or indirectly, under any
plan or arrangement maintained by Seller, Buyer or any Affiliate of Seller or
Buyer.  Except as otherwise expressly provided in this Agreement, Buyer is under
no obligation to hire any employee of Seller, provide any employee with any
particular benefits, or make any payments or provide any benefits to those
employees of Seller whom Buyer chooses not to employ.
8.	Conditions to Buyer's Obligations


	The obligations of Buyer under this Agreement are subject to the
fulfillment, prior to or on the Closing Date, of each of the following
conditions, all or any of which may be waived by Buyer in writing, except as
otherwise provided by law:
8.1	Representations and Warranties True; Performance;
Certificate. 
(a)	The representations and warranties of Seller contained
in this Agreement shall be true and correct in all material respects as of the
Closing Date with the same effect as though such representations and warranties
had been made or given again at and as of the Closing Date;
(b)	Seller shall have performed and complied with all of
its agreements, covenants and conditions required by this Agreement to be
performed or complied with by them prior to or on the Closing Date;
(c)	The conditions set forth in this Section 8 have been
fulfilled or satisfied, unless otherwise waived in writing by Buyer; and
(d)	Buyer shall have received a certificate, dated as of
the Closing Date, signed and verified by an officer of Seller on behalf of
Seller certifying to the matters set forth in Sections 8.1(a) and 8.1(b)
above.
8.2	Consents.  All Governmental Authorizations, Required
Consents and consents required to transfer the Contracts to Buyer on the terms
and conditions provided to Seller, without change as a result of the transfer to
Buyer, shall have been obtained.
8.3	No Proceedings or Litigation.
(a)  No preliminary or permanent injunction or other order
shall have been issued by any Governmental Entity, nor shall any statute, rule,
regulation or executive order be promulgated or enacted by any Governmental
Entity which prevents the consummation of the transactions contemplated by this
Agreement.
(b)  No suit, action, claim, proceeding or investigation
before any Governmental Entity shall have been commenced and be pending against
any of the parties, or any of their respective Affiliates, associates, officers
or directors, seeking to prevent transactions contemplated by this Agreement,
including, without limitation, the sale of the Purchased Assets or asserting
that the sale of the Purchased Assets would be illegal or create liability for
damages or which may have a Material Adverse Effect on the IZ Business or the
Purchased Assets.
8.4	Documents.  This Agreement, the exhibits and schedules
attached hereto, and any other instruments of conveyance and transfer and all
other documents to be delivered by Seller at the Closing and all actions of
Seller required by this Agreement and the exhibit agreements, or incidental
thereto, and all related matters, shall be in form and substance reasonably
satisfactory to Buyer and Buyer's counsel and shall be in full force and
effect.
8.5	Governmental Filings.  The parties shall have made any
required filing with Governmental Entities in connection with this Agreement and
the exhibit agreements, and any approvals related thereto shall have been
obtained or any applicable waiting periods shall have expired.  If a proceeding
or review process by a Governmental Entity is pending in which a decision is
expected, Buyer shall not be required to consummate the transactions
contemplated by this Agreement until such decision is reached or rendered,
notwithstanding Buyer's legal ability to consummate the transactions
contemplated by this Agreement prior to such decision being reached or rendered.

8.6	No Material Adverse Change.  There shall have been no
material adverse change in the financial condition or results of operations of
the IZ Business on the Closing Date as compared with the date of this
Agreement.
8.7	Termination of Benefit Plans.  Seller shall have
provided Buyer with evidence, reasonably satisfactory to Buyer as to the
termination of all benefit plans and payments owing by Seller relating to all
Employees and the termination of all Non-Transferred Employees' benefit
plans.
8.8	Legal Opinion.  Buyer shall have
received a legal opinion from Maslon Edelman Borman & Brand, LLP, legal
counsel to Seller, dated the Closing Date, in a form satisfactory to Buyer.
8.9	Outside Financing.  Buyer shall have received equity
financing in an amount of no less than $1,000,000 in aggregate proceeds and on
terms satisfactory to Buyer prior to the Closing Date. 
8.10	Operations Manual.  Prior to the Closing Date, Buyer
shall have received and been assigned ownership of a written manual, produced by
PopMail at its own cost, detailing the operations of the IZ Publishing System
that is in form and substance satisfactory to Buyer.
8.11	Severance Due Transferred Employees. Seller shall have
agreed in writing to pay any Transferred Employee (including Ronald Dan Berst
and Philip Howard Bane) 50% of the severance due from Seller within ten (10)
business days of Closing and the remaining 50% within twenty (20) business days
of Closing.
9.	Conditions to Seller's Obligations


	The obligations of Seller under this Agreement are subject to the
fulfillment, prior to or on the Closing Date, of each of the following
conditions, all or any of which may be waived in writing by Seller, except as
otherwise provided by law:

9.1	Representations and Warranties True; Performance.
(a)	The representations and warranties of Buyer contained
in this Agreement shall be true and correct in all material respects as of the
Closing Date with the same effect as though such representations and warranties
had been made or given again at and as of the Closing Date;
(b)	Buyer shall have performed and complied with all of
its agreements, covenants and conditions required by this Agreement to be
performed or complied with by them prior to or on the Closing Date;
(c)	Seller shall have received a certificate, dated as of
the Closing Date, signed and verified by an officer of Buyer on behalf of Buyer
certifying to the matters set forth in Sections 9.1(a) and 9.1(b) above.
9.2	No Proceeding or Litigation.
(a)  No preliminary or permanent injunction or other order
shall have been issued by any Governmental Entity, nor shall any statute, rule,
regulation or executive order be promulgated or enacted by any Governmental
Entity which prevents the consummation of the transactions contemplated by this
Agreement.
(b)  No suit, action, claim, proceeding or investigation
before any Governmental Entity shall have been commenced and be pending against
any of the parties, or any of their respective Affiliates, associates, officers
or directors, seeking to prevent the sale of the Purchased Assets or asserting
that the sale of the Assets would be illegal or create liability for
damages.
9.3	Documents.  This Agreement, any other instruments of
conveyance and transfer and all other documents to be delivered by Buyer to
Seller at the Closing and all actions of Buyer required by this Agreement or
incidental thereto, and all related matters, shall be in form and substance
reasonably satisfactory to Seller and Seller's counsel.
9.4	Governmental Filings.  The parties shall have made any
filing required with Governmental Entities, and any approvals shall have been
obtained or any applicable waiting periods shall have expired.  If a proceeding
or review process by a Governmental Entity is pending in which a decision is
expected, Seller shall not be required to consummate the transactions
contemplated by this Agreement until such decision is reached or rendered,
notwithstanding Seller's legal ability to consummate the transactions
contemplated by this Agreement prior to such decision being reached or
rendered.
9.5	Fairness Opinion.   Seller shall have received an
opinion from its financial adviser, Duff & Phelps, stating that in the
opinion of such financial adviser, the terms of the Purchase are fair and
reasonable to the shareholders of Seller from a financial point of view.  Seller
shall bear all costs of obtaining such an opinion. 
9.6	Legal Opinion.  Seller shall have received a legal
opinion from Venture Law Group, A Professional Corporation, legal counsel to
Buyer, dated the Closing Date, in a form satisfactory to Seller.
10.	Indemnification.
10.1	Survival of Representations and Warranties.  All
covenants to be performed prior to the Closing Date, and all representations and
warranties in this Agreement or in any instrument delivered pursuant to this
Agreement shall survive the consummation of the transactions contemplated hereby
and continue until the two (2) year anniversary of the Closing Date (the
"Indemnification Termination Date"); provided that if
any claims for indemnification have been asserted with respect to any such
representations, warranties and covenants prior to the Indemnification
Termination Date, the representations, warranties and covenants on which any
such claims are based shall continue in effect until final resolution of any
claims, and provided, further, that representations, warranties
and covenants relating to Taxes shall survive until 30 days after expiration of
all applicable statutes of limitations relating to such  Taxes.  All covenants
to be performed after the Closing Date shall continue indefinitely.
Notwithstanding the foregoing, all representations, warranties and covenants in
this Agreement relating to Taxes shall continue until 30 days after expiration
of all applicable statutes of limitations. 
10.2	Indemnification of Buyer.  Subject to the limitations
set forth in this Section 10, from and after the Effective Time, Seller shall
protect, defend, indemnify and hold harmless Buyer and Buyer's Affiliates,
officers, directors, employees, representatives and agents (each of the
foregoing Persons is hereinafter referred to individually as a "Buyer
Indemnified Person" and collectively as "Buyer Indemnified
Persons") from and against any and all losses, costs, damages,
liabilities, fees (including without limitation reasonable attorneys' fees) and
expenses (collectively, the "Damages"), that any of the Buyer
Indemnified Persons incurs by reason of or in connection with any claim, demand,
action or cause of action alleging misrepresentation, breach of, or default in
connection with, any of the representations, warranties, covenants or agreements
of the Seller contained in this Agreement, including any exhibits or schedules
attached hereto, known to Buyer prior to the Indemnification Termination Date.
Damages in each case shall be net of the amount of any insurance proceeds and
indemnity and contribution actually recovered by Buyer.
10.3	Indemnification of Seller.  Subject to the limitations
set forth in this Section 10, from and after the Effective Time, Buyer shall
protect, defend, indemnify and hold harmless Seller and Seller's Affiliates,
officers, directors, employees, representatives and agents (each of the
foregoing Persons is hereinafter referred to individually as a "Seller
Indemnified Person" and collectively as "Seller Indemnified
Persons") from and against any and all Damages that any of the Seller
Indemnified Persons incurs by reason of or in connection with any claim, demand,
action or cause of action alleging misrepresentation or breach of any of the
representations or warranties of the Buyer contained in Section 5 of this
Agreement known to Seller prior to the Indemnification Termination Date.
Damages in each case shall be net of the amount of any insurance proceeds and
indemnity and contribution actually recovered by Seller.
10.4	Method of Asserting Claims.  All claims
for indemnification pursuant to this Section 10 shall be made in accordance with
the following provisions: 
Buyer or Seller, as applicable, shall deliver to Seller or
Buyer, respectively, at any time on or before the Indemnification Termination
Date, a certificate signed by any officer of Buyer or Seller, as applicable (an
"Officer's Certificate"):
(i)	stating that Buyer or Seller, as applicable, or any
other Buyer Indemnified Person or Seller Indemnified Person, respectively, has
paid or incurred Damages and
(ii)	specifying in reasonable detail the individual items
of Damages included in the amount so stated, the date each such item was paid or
incurred and the nature of the misrepresentation, breach of warranty or claim to
which such item is related.
Seller or Buyer, as applicable, shall have thirty (30) days to object in
writing to any claim or claims made in such Officer's Certificate pursuant to
Section 10.5 below.  After the expiration of such thirty-day period, if Seller
or Buyer, as applicable, has raised no objections, Seller or Buyer, as
applicable, shall deliver to Buyer or Seller, respectively, as promptly as
practicable, either cash or, in the case of Seller, written evidence of Seller's
partial forgiveness of the Note, in each case in an amount equal to such
Damages.
10.5	Resolution of Conflicts; Arbitration.

(i)	In case Seller or Buyer, as applicable, shall
object in writing to any claim or claims made in any Officer's Certificate,
Seller and Buyer shall attempt in good faith to agree upon the rights of the
respective parties with respect to each of such claims within 45 days after
Buyer's or Seller's receipt of the other party's written objection to the claim
pursuant to Section 10  (the "Negotiation Period").  If Seller
and Buyer should so agree during the Negotiation Period, a memorandum setting
forth such agreement shall be prepared and signed by both parties and funds
shall be distributed in accordance with the terms thereof.
(ii)	If no such agreement has been reached by the end of
the Negotiation Period, either Buyer or Seller may demand arbitration of the
matter unless the amount of the Damages is at issue in pending litigation with a
third party, in which event arbitration shall not be commenced until such amount
is ascertained by settlement or a non-appealable decision of a court of
competent jurisdiction or both parties agree to binding arbitration.  The
binding arbitration shall be conducted in King County, Washington if brought by
Seller and in Dallas County, Texas if brought by Buyer, in accordance with the
then-current Commercial Arbitration Rules of the American Arbitration
Association by one arbitrator appointed in accordance with said rules.  The
Arbitrator shall apply Washington law, without reference to rules of conflicts
of law or rules of statutory arbitration, to the resolution of any dispute. The
written decision of the arbitrator as to the validity and amount of any claim in
such Officer's Certificate shall be binding and conclusive upon the parties to
this Agreement, and notwithstanding anything in Section 10 hereof, the
parties shall be entitled to act in accordance with such decision and make or
withhold payments in accordance therewith.  The arbitrator shall award
reimbursement to the prevailing party in the arbitration of its reasonable
expenses of the arbitration (including costs and reasonable attorneys' fees).
The award of the arbitrator shall be the sole and exclusive monetary
remedy of the parties and shall be enforceable in any court of competent
jurisdiction.  Notwithstanding the foregoing, any party shall be entitled to
seek injunctive relief or other equitable remedies from any court of competent
jurisdiction.
10.6	Third Party Claims.  In the event either party becomes
aware of a third-party claim which such party believes may result in a demand
against the other party, such party shall notify the other party of such claim,
and the other party shall be entitled, at the other party's expense, to
participate in any defense of such claim; provided, however, that failure to so
notify the other party shall not relieve such other party from any liability it
has under this Agreement with respect to such third party claim.  Each party
shall have the right in its discretion to settle any such claim; provided,
however, that except with the written consent of the other party, no settlement
of any such claim with third-party claimants shall alone be determinative of the
validity of any claim against such other party.  In the event such other
party has consented in writing to any such settlement, such other party shall
have no power or authority to object under any provision hereof to the amount of
any claim by consistent with such settlement.
10.7	Exclusive Contractual Remedy.  Indemnification pursuant
to this Section 10 shall be the exclusive contractual remedy of Buyer and
Seller for any Damages; provided, however, that nothing herein shall limit the
liability of any officer or director of Seller for such person's fraud or
intentional misrepresentation.
11.	Miscellaneous.


11.1	Amendments and Waivers.  Any term
of this Agreement may be amended or waived with the written consent of the
parties or their respective successors and assigns.  Any amendment or waiver
effected in accordance with this Section 11.1 shall be binding upon the
parties and their respective successors and assigns.
11.2	Successors and Assigns.  The
terms and conditions of this Agreement shall inure to the benefit of and be
binding upon the respective successors and assigns of the parties.
Nothing in this Agreement, express or implied, is intended to confer upon any
party other than the parties hereto or their respective successors and assigns
any rights, remedies, obligations, or liabilities under or by reason of this
Agreement, except as expressly provided in this Agreement.
11.3	Governing Law; Jurisdiction.  This
Agreement and all acts and transactions pursuant hereto and the rights and
obligations of the parties hereto shall be governed, construed and interpreted
in accordance with the laws of the State of Washington, without giving effect to
principles of conflicts of law.  
11.4	Counterparts.  This Agreement may be
executed in two or more counterparts, each of which shall be deemed an original
and all of which together shall constitute one instrument.
11.5	Titles and Subtitles.  The titles and
subtitles used in this Agreement are used for convenience only and are not
to be considered in construing or interpreting this Agreement.
11.6	Notices.  Any notice required or
permitted by this Agreement shall be in writing and shall be deemed sufficient
upon receipt, when delivered personally or by courier, overnight delivery
service or confirmed facsimile, or forty-eight (48) hours after being deposited
in the regular mail as certified or registered mail (airmail if sent
internationally) with postage prepaid, if such notice is addressed to the party
to be notified at such party's address or facsimile number as set forth below,
or as subsequently modified by written notice, and (a) if to Buyer,  with a
copy to Craig E. Sherman, 4750 Carillon Point, Kirkland, Washington 98033 or
(b) if to Seller, with a copy to Philip J. Tilton, Maslon Edelman Borman
& Brand, LLP, 3300 Wells Fargo Center, Minneapolis, Minnesota 55402.
11.7	Berst Attorneys Fees.  PopMail agrees
to reimburse Ronald Dan Berst for reasonable legal fees and expenses as owed in
connection with the registration, drafting and execution of this Agreement, up
to a maximum of $10,000.
11.8	Severability.  If one or more
provisions of this Agreement are held to be unenforceable under applicable law,
the parties agree to renegotiate such provision in good faith, in order to
maintain the economic position enjoyed by each party as close as possible to
that under the provision rendered unenforceable.  In the event that the parties
cannot reach a mutually agreeable and enforceable replacement for such
provision, then (i) such provision shall be excluded from this Agreement,
(ii) the balance of the Agreement shall be interpreted as if such provision
were so excluded and (iii) the balance of the Agreement shall be
enforceable in accordance with its terms.
11.9	Entire Agreement.  This Agreement
and the documents referred to herein are the product of all of the parties
hereto, and constitute the entire agreement between such parties pertaining to
the subject matter hereof and thereof, and merge all prior negotiations and
drafts of the parties with regard to the transactions contemplated herein and
therein.  Any and all other written or oral agreements existing between the
parties hereto regarding such transactions are expressly canceled.
11.10	Advice of Legal Counsel.  Each party
acknowledges and represents that, in executing this Agreement, it has had the
opportunity to seek advice as to its legal rights from legal counsel and that
the person signing on its behalf has read and understood all of the terms and
provisions of this Agreement.  This Agreement shall not be construed against any
party by reason of the drafting or preparation thereof.



[Signature pages follow]
	This Agreement has been duly executed and delivered by the duly
authorized officers of Seller and Buyer as of the date first above written.














						JBII CORPORATION



						By:  	


						Name:  	


						Title:  	




						POPMAIL.COM, INC.



						By:  	


						Name:  	














						Title:  						















						IZ.com, Inc.



						By:  	


						Name:  	
































EX-10.56
28
exh1056.htm
EXHIBIT












Exhibit 10.56


LOAN AGREEMENT

	THIS LOAN AGREEMENT ("Agreement")
is made by and among GSI VENTURES, LLC, an Ohio limited liability company
("Lender"), POPMAIL.COM, INC., a Minnesota corporation
(the "Borrower"), SDK INVESTMENTS, INC., an Ohio
corporation ("SDKI"), POPMAIL NETWORKS, INC., a Texas
corporation ("PNI"), FAN ASYLUM, INC., a California corporation
("FAI") and CAFÉ ODYSSEY, LLC, a Minnesota limited liability
company ("COL") this 1st day of December, 2000.
RECITALS

	A.	Lender has agreed to loan Borrower up to the
principal amount of $1,200,000 and at Lender's option, in its sole and absolute
discretion, an additional principal amount of $2,800,000.

	B.	Borrower has agreed to borrow up to $1,200,000
from Lender and the additional $2,800,000 from Lender, to the extent that Lender
makes that amount available to Borrower.  

	C.	SDKI has acted as a finder in connection with the
loan to be made by Lender to Borrower and, as a result, Borrower has agreed to
pay SDKI a finder's fee consisting of cash and warrants to purchase Borrower's
common stock.  

	D.	PNI, FAI and COL are wholly owned subsidiaries of
Borrower and will materially benefit from the loan Borrower will receive from
Lender.

	E.	As a condition to Lender making a loan to Borrower,
Lender requires PNI, FAI and COL to execute this Agreement and be bound by
certain terms of this Agreement.

	IN CONSIDERATION of the premises, the mutual
covenants and agreements contained herein and other good and valuable
consideration, the receipt, sufficiency and adequacy of which are hereby
acknowledged, Lender, Borrower PNI, FAI, COL, and SDKI hereby covenant and agree
as follows:  
ARTICLE I
THE LOAN




Agreement to Borrow and Lend.  Subject
to all of the terms, provisions, conditions, covenants and agreements contained
in this Agreement, Lender agrees to make a loan to Borrower (the
"Loan") in the principal amount of at least Four Hundred
Thousand Dollars ($400,000) and for a period of 270 days from the date hereof,
at Lender's option and in its sole and absolute discretion, an additional
principal amount of Three Million Eight Hundred Thousand Dollars ($3,600,000)
(collectively, the "Loan Proceeds"), which shall be used in
accordance with the terms set forth herein.  Subject to all of the terms,
provisions, conditions, covenants and agreements contained in this Agreement,
Borrower agrees to borrow from Lender Loan Proceeds that Lender offers to
Borrower within 270 days from the date hereof.

Closing.  The Loan Proceeds shall be distributed
in increments as determined by the Lender, in its sole and absolute discretion
of at least $100,000, at one or more closings (each a
"Closing"), the first of which shall occur on November 30,
2000, or on such other date as the parties shall agree (the "Initial
Closing").   

Convertible Promissory Notes.  The Loan will be
evidenced by a series of convertible promissory notes (the
"Notes", or singularly a "Note") in the form
attached hereto as Exhibit A that will be executed by Borrower and
delivered to Lender.  

Interest.  The outstanding principal balance of
the Notes shall bear interest at a rate of Twelve Percent (12%) per annum as set
forth in the Notes. 

Payment Terms.  Accrued interest under the
Notes shall be due and payable in quarterly installments on February 1, 2001,
May 1, 2001, August 1, 2001 and November 1, 2001 and the entire outstanding
principal balance of the Loan, together with all accrued but unpaid interest
thereon, shall be due and payable in full on January 5, 2002 (the
"Maturity Date"). Notwithstanding anything to the contrary
contained herein, upon Lender's consent, which shall be made in its sole and
absolute discretion, Borrower may pay any portion of the quarterly installments
of accrued interest of the Loan with shares of Borrower's common stock, par
value $.01 per share (the "Common Stock").  The value of the
Common Stock used to pay any quarterly installments of accrued interest shall be
determined by the closing sale price of the Common Stock as reported by Nasdaq
on the preceding trading day before the quarterly installment is paid.

Conversion Right.  The Lender shall have the right
to convert all or any portion of the debt evidenced by the Notes into Borrower's
Common Stock in accordance with the terms of the Notes.


ARTICLE II

WARRANTS TO PURCHASE COMMON STOCK

	2.1.	Warrant to Purchase Common Stock to
Lender.  The Borrower hereby agrees to issue to Lender as a part of
the consideration for Lender making the Loan to Borrower, a warrant to purchase
the number of shares of Common Stock equal to fifty percent (50%) of the
aggregate face value of each Note and in the form attached hereto as Exhibit
B (the "Lender Warrant"). 




Warrant to Purchase Common Stock to SDKI.
As partial consideration for introducing the Borrower to the Lender, the
Borrower hereby agrees to issue to SDKI a warrant to purchase the number of
shares of Common Stock equal to ten percent (10%) of the aggregate face value of
each Note and in the form attached hereto as Exhibit C ("SDKI
Warrant" and together with the Lender Warrant, the
"Warrants").  

Share Calculation For Warrants; Strike Price;
Issuance.  For purposes only of determining the number of shares which shall
be granted upon exercise of the Warrants, the Common Stock shall be deemed to
have a value of $1.00 per share.  The strike price for each Lender Warrant shall
be 120% of the Market Price (as that term is defined in the Notes), and the
strike price for each SDKI Warrant shall be the Market Price.  The Borrower
shall issue each Warrant at the Initial Closing and each subsequent Closing.
The Warrants shall be exercisable for a period of at least five
years.


ARTICLE III
BORROWER'S REPRESENTATIONS AND WARRANTIES

	The Borrower hereby represents and warrants to
Lender that the following are true and correct as of the date hereof and shall
be true and correct as of the date of the Initial Closing and any subsequent
Closing and shall remain true and correct during the term of all of the Loan
Documents (as defined below):  

3.1	Borrower and each of its subsidiaries and affiliates
(a) is a duly organized and validly existing corporation in good standing under
the laws of the jurisdiction of its formation, (b) has the power and authority
and the legal right to own its property and assets and to transact the business
in which it is engaged and (c) is duly qualified as a foreign corporation  or
otherwise licensed and authorized to transact business and in good standing in
each jurisdiction where the ownership, leasing or operation of property or the
conduct of its business requires such qualification and where the failure to be
so qualified, licensed or authorized would have a material adverse effect on the
condition (financial or otherwise), prospects, assets or properties of Borrower,
any subsidiary or affiliate. All subsidiaries and affiliates of the Borrower are
listed on Item 3.1 of the Disclosure Schedule.  The term
"affiliate" shall have the meaning ascribed thereto under Rule 12b-2
promulgated under the Exchange Act of 1934, as amended.



3.2  The execution, delivery and performance of this Agreement, the Notes and
the Warrants and any and all other security agreements, pledge agreements,
financing statements, certificates or instruments contemplated herein
(collectively "Loan Documents") executed and delivered by the
Borrower or its affiliates have been authorized by all necessary corporate
actions and do not and will not contravene any legal or contractual restriction
binding on the Borrower or any of its property or its assets.

3.3  The Borrower and each of its subsidiaries and affiliates has the power
to take all actions contemplated hereby (including but not limited to the
issuance of the Warrants and Notes, the right of first refusal granted to Lender
to participate in any security issuances and the granting of the security
interests in the Collateral (as defined below)) to execute, deliver and carry
out the terms and provisions of each Loan Document to which it is a party and
has taken all necessary actions to authorize the execution, delivery and
performance by it of each Loan Document to which it is a party and all acts
contemplated hereby. The Loan Documents when executed and delivered by the
Borrower and its subsidiaries and affiliates will constitute the legal, valid
and binding obligation of the Borrower and its subsidiaries and affiliates (as
the case may be) and is, or will be upon execution, enforceable against the
Borrower and its subsidiaries and affiliates (as the case may be) in accordance
with their respective terms, except to the extent that enforcement may be
limited by applicable bankruptcy, insolvency, reorganization or other similar
laws affecting creditors rights generally.  

3.4  The execution, delivery or performance by the Borrower and its
subsidiaries and affiliates of each Loan Document, and compliance by the
Borrower and its subsidiaries and affiliates with the terms and provisions
hereof and thereof, (a) do not contravene any provision of any law, statute,
rule or regulation or any order, writ, injunction or decree of any court or
governmental instrumentality applicable to the Borrower, any subsidiary or
affiliate, (b) do not conflict with or result in any breach of any of the terms,
covenants, conditions or provisions of, or constitute a default under, or result
in the creation or imposition of (or the obligation to create or impose) any
lien (other than as contemplated by the Loan Documents) upon any of the property
or assets of the Borrower, any subsidiary or affiliate pursuant to the terms of
any material indenture, mortgage, deed of trust, credit agreement, loan
agreement or other agreement, contract or instrument to which the Borrower, any
subsidiary or affiliate is a party or by which the Borrower, any subsidiary or
affiliate or any of their respective properties or assets is bound or to which
the Borrower, any subsidiary or affiliate may be subject and (c) do no violate
any provision of the Certificate of Incorporation, Articles of Organization,
operating agreement, bylaws or regulations of the Borrower, any subsidiary and
affiliate. 

3.5  The authorization, issuance, sale and delivery of the shares of Common
Stock issuable upon conversion of the Notes and upon exercise of the Warrants
has been duly authorized by all requisite corporate action on the part of the
Borrower.  The shares of the Common Stock issuable upon conversion of the Notes
and upon exercise of the Warrants upon their issuance in accordance with the
Notes and the Warrants, respectively, will be validly issued, fully paid and
nonassessable.  Any shares of Common Stock issued in accordance with the terms
of the Notes for payment of quarterly installments of acquired interest will be
validly issued, fully paid and nonassessable.

3.6  Except as disclosed in Schedule 3.6, there are no actions, suits or
proceedings pending or, to the  knowledge of the Borrower, threatened against
Borrower, any subsidiary  or affiliate  (a) with respect to the Loan Documents,
any of the Collateral (as defined below) or the transactions contemplated hereby
or (b) that are, either individually or in the aggregate, reasonably likely to
have a material adverse effect on the condition (financial or otherwise),
prospects, assets or properties of Borrower, any subsidiary or affiliate.

3.7  All balance sheets, income statements, financial statements, operating
statements and other financial data pertaining to Borrower or its subsidiaries
or affiliates (the "Financial Information") that have been
delivered (or will be delivered) to Lender by or on behalf of Borrower are or
will be accurate and complete in all material respects, are or will be in
accordance with the books and records of Borrower and its subsidiaries and
affiliates, and accurately present or will present the financial condition,
results of operations and changes in financial position of the person or entity
to which they pertain as of their respective dates and there has been no
material change with respect thereto.  All Financial Information delivered to
Lender is and shall be prepared in accordance with the generally accepted
accounting principles, consistently applied.

3.8  None of the Borrower's reports and documents heretofore filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended, and the Securities Exchange Act of 1934, as amended, contained at the
time they were filed  any untrue statement of a material fact or omitted to
state any material fact required to be stated therein or necessary to make the
statements made therein, in light of the circumstances under which they were
made, not misleading.



3.9  The Borrower and its subsidiaries and affiliates own and
possess adequate and enforceable rights to use all patents, patent applications,
trademarks, trademark applications, trade names, service marks, logos,
copyrights, copyright applications, licenses, inventions, software, programs,
know-how (including trade secrets and other unpatented and/or unpatentable
proprietary or confidential information, systems or procedures) and other
similar rights and proprietary knowledge (collectively,
"Intangibles") necessary for the conduct of their respective
businesses.  Borrower and its subsidiaries and affiliates have the unrestricted
right to use all of the Intangibles.  Borrower and its subsidiaries and
affiliates are not infringing upon or in conflict with any right of any other
person or entity with respect to any Intangibles and the Borrower and its
subsidiaries and affiliates are not subject to any outstanding order, decree,
judgment or stipulation with respect to the Intangibles.  No proceedings have
been instituted or are pending or, to Borrower's knowledge, threatened which
challenge the validity or rights of Borrower or its subsidiaries and affiliates
to any of the Intangibles, and Borrower has no knowledge of any infringement by
others of any of the Intangibles.  All of the Intangibles are valid, enforceable
and free and clear of any attachments or liens and all claims, restrictions and
demands of any other person, firm or corporation, including attorneys' fees for
past services, expenses and government fees.  None of the past or present
employees, officers, directors, or shareholders of Borrower, any subsidiary or
affiliate has any rights in any Intangibles.  Borrower and its subsidiaries and
affiliates have not granted any outstanding license or other rights to any of
the Intangibles, except those licenses granted in the ordinary course of
business, and are not liable, and have not made any contract or arrangement
whereby they may become liable, to any person for any royalty or other
compensation for the use of any Intangibles.  The trade secrets and processes
and procedures of Borrower and its subsidiaries and affiliates which are
necessary to the operation of Borrower and its subsidiaries and affiliates have
been reduced to writing, to the extent practical, and will remain available for
use by Borrower and its subsidiaries and affiliates after the date of the
Initial Closing and any subsequent Closing. 

3.10	All factual information heretofore or
contemporaneously furnished by the Borrower, any subsidiary or affiliate to
Lender (including, without limitation, all information contained in this
Agreement) for purposes of this Agreement or any transaction contemplated hereby
or thereby is, and all other such factual information hereafter furnished by the
Borrower, any subsidiary or affiliate to Lender for purposes of this Agreement
or any transaction contemplated herein will be, true and accurate in all
material respects on the date as of which such information is given and the
Borrower in good faith believes such information is not incomplete by omitting
to state any fact necessary to make such information not misleading at such time
in light of the circumstances under which such information was provided.



	3.11  The Borrower, each subsidiary and affiliate has filed all tax
returns required to be filed by it and has paid all income and franchise taxes
payable by it which have become due pursuant to such tax returns and all other
taxes and assessments payable by it which have become due, other than those not
yet delinquent and except for those contested in good faith and by appropriate
proceedings. The amounts shown on those tax returns fairly present the tax
position of the Borrower and such subsidiaries and the Borrower does not expect
any material adjustments or any amounts shown on such tax returns. Each of the
Borrower and each subsidiary or affiliate has paid, or has provided adequate
reserves (in the good faith judgment of the management of the Borrower) for the
payment of, all foreign, federal and state income and franchise taxes applicable
for all prior fiscal years of the Borrower and for the current fiscal year to
the date hereof. As of the date hereof, no tax lien has been filed, and, to the
knowledge of the Borrower, no claim is being asserted, with respect to any tax,
fee or other charge.

	3.12  All employee benefit plans, as defined in Section 3(3) of ERISA
(defined below) and which are maintained for employees by the Borrower, a
subsidiary or an ERISA Affiliate (defined below) ("Plan"), comply with
all relevant provisions of the Internal Revenue Code of 1986 (the
"Code") and ERISA; no Plan is insolvent or in reorganization; no Plan
has an accumulated or waived funding deficiency or has applied for an extension
of any amortization period within the meaning of Section 412 of the Code;
neither the Borrower nor any subsidiary nor any ERISA Affiliate has incurred any
liability to or on account of a Plan which is a single-employer plan as defined
in Section 4001 (a) (15) of ERISA pursuant to Section 4062, 4063, 4064 or a
multi employer plan pursuant to Sections 515, 4201 or 4204, of ERISA; no
proceedings have been instituted to terminate any plan; and no condition exists
which constitutes a prohibited transaction (as defined in Section 406 of ERISA
or Section 4975 of the Code) or a reportable event (as defined in Section 4043
of ERISA), or which is reasonably expected will result in the Borrower, any
subsidiary or an ERISA Affiliate of incurring a liability to or on account of a
Plan pursuant to any of the foregoing Sections of ERISA or the Code.  As of the
date of this Agreement, the aggregate present value of all accrued benefit
liabilities (as defined in Section 4001(a)(6) of ERISA) of all Plans which were
single-employer plans did not exceed the aggregate current value of all assets
of such Plans based upon estimated actuarial data that has been provided to the
Borrower by the consulting actuaries of the Plans, and as of the date of this
Agreement, there was no withdrawal liability (and would be no withdrawal
liability assuming a complete withdrawal from all such Plans) to any Plan which
is a multi employer plan.



	"ERISA" means the Employee Retirement Income
Security Act of 1974, as amended, and any successor statute of similar import,
together with regulations thereunder, in each case as in effect from time to
time. References to sections of ERISA also refer to any successor sections.

	"ERISA Affiliate" means any person (as defined
in Section 3 (9) of ERISA) (including each trade or business (whether or not
incorporated)) which together with the Company or any Subsidiary would be deemed
to be a "single employer" or a member of the same "controlled
group" of "contributing sponsors" within the meaning of Section
4001 of ERISA

	3.13  The Borrower and its subsidiaries and affiliates
are in compliance with all applicable statutes, regulations and orders of, and
all applicable restrictions imposed by, all governmental bodies, domestic or
foreign, in respect of the conduct of their businesses and the ownership of
their properties, except such noncompliance as would not, in the aggregate,
reasonably be expected to have a material adverse effect on the condition
(financial or otherwise), prospects,  assets or properties of Borrower or any
subsidiary or affiliate.

3.14  The Borrower and its subsidiaries and affiliates have
never conducted business under any names other than those set forth in Item
3.14 of the Disclosure Schedule. The addresses of all offices where any of
the Collateral is located is listed in Item 3.14 of the Disclosure
Schedule.  The chief executive office and the chief place of business for the
Borrower, each of its subsidiaries, and affiliates and the office where each
thereof keeps its books and records, is located at the address specified in
Item 3.14 of the Disclosure Schedule.

	3.15    As of the date the last Financial Information was
received by Lender from Borrower, except to the extent disclosed, reflected or
reserved against therein or in Item 3.15 of the Disclosure Schedule,
Borrower did not have any material liabilities or obligations, known or unknown,
secured or unsecured, whether accrued, absolute, contingent or otherwise. 

	3.16  Since the date the last Financial Information was
received by Lender from Borrower, there has been no material adverse change in
or to the business of Borrower or its subsidiaries or affiliates, or to the
operations, earnings, prospects, liabilities or relationships with suppliers,
distributors or customers of Borrower or its subsidiaries or affiliates.  There
is no presently existing condition with respect to Borrower or its subsidiaries
or affiliates which might be expected to have a material adverse effect on the
business or prospects of Borrower or its subsidiaries or affiliates or the
continued conduct of the business of Borrower or its subsidiaries or Affiliates
after the date of the Initial Closing or any subsequent Closing. 

	3.17  No order, consent, approval, license, authorization
or validation of, or filing, recording or registration with, or exemption by, or
other act by (except as have been obtained or made), any governmental or public
body or authority, or any subdivision thereof, is required to authorize, or is
required in connection with, (a) the execution, delivery and performance by the
Borrower or its subsidiaries or affiliates of any Loan Document or (b) the
legality, validity, binding effect or enforceability against the Borrower or its
subsidiaries or affiliates of any Loan Document.



3.18  Borrower shall use the Loan Proceeds exclusively for commercial reasons
that are expressly approved by Lender in accordance with Section 4.2 below.

3.19    Borrower or its subsidiaries and affiliates (as the case may be) are
the legal and beneficial owner of the Collateral, and the Collateral is free and
clear of all mortgages, security interests, liens, equities, encumbrances and
claims of every kind (collectively, the "Encumbrances") except
for the Encumbrances set forth on Item 4.7 of the Disclosure Schedule and
the liens of the Lender as set forth in this Agreement.  The Collateral is and
will remain free and clear of all Encumbrances of any nature whatsoever, except
for those set forth on Item 4.7 of the Disclosure Schedule and the liens
of the Lender as set forth in this Agreement.






All of the subsidiaries and affiliates of Borrower are wholly owned by
Borrower.





3.21  The security interest and leasehold mortgage in favor of the Borrower
on the real and personal property located at Kenwood Mall, Cincinnati, Ohio, is
a first and best lien on such personal property and leasehold and Borrower has
not and will not allow any Encumbrances on such property to be superior to
Borrower's mortgage and security interest.


ARTICLE IV
ADDITIONAL COVENANTS AND OTHER AGREEMENTS

	4.1.	Finder's Fee. Borrower shall pay to
SDKI a cash fee of ten percent (10%) of all the Loan Proceeds disbursed to
Borrower, which amount shall be paid from the proceeds disbursed to
Borrower.




Disbursement Approval.  All disbursements of Loan
Proceeds shall be approved in writing in advance by Lender, in its sole and
absolute discretion.  Prior to any use by the Borrower of the Loan Proceeds, or
any portion thereof, Borrower shall have received Lender's prior written
approval of such use, with such approval being determined by Lender in its sole
and absolute discretion.  Notwithstanding the foregoing provisions of this
Section 4.2, Borrower shall not need any approval from Lender with respect to
its use of the first $50,000 of Loan Proceeds received by Borrower.

Registration Rights.  Within 60 days of the date
hereof, Borrower shall have used its best efforts to cause a registration
statement covering the resale of the shares of Common Stock issuable upon
conversion of the Notes, exercise of the purchase rights under the Notes, used
for payment of the accrued interest on the Notes and  exercise of the Warrants
to have been declared effective by the Securities and Exchange Commission.  All
expenses of such registration, except fees for underwriting discounts and
selling commissions applicable to the resale of such Common Stock by Lender or
the holder of the Warrants, shall be borne by Borrower.  Lender and SDKI (and
their respective assigns) each agree to cooperate with the Borrower in the
preparation and filing of any such registration statement and in the furnishing
of information for inclusion therein, or in any efforts by the Borrower to
establish that the proposed sale is exempt under the Securities Act of 1933, as
amended, as to any proposed distribution.



4.4	Right of First Refusal.  As long as their
exists any principal or interest outstanding under the Notes, the Borrower
grants to the Lender a right of first refusal to participate as an investor in
any offering of Borrower's Common Stock, securities convertible into Common
Stock or any other equity securities of the Borrower (collectively, the
"Securities"). If the Borrower receives an executed letter of
intent or term sheet from any third party with respect to a sale or transfer of
Securities that the Borrower is willing to accept, the Borrower shall promptly
give written notice thereof to the Lender, including all essential terms and
conditions of such proposed offering.  The Lender shall then have ten (10) days
after receipt of such written notice to elect to enter into an agreement with
the Borrower to participate in the proposed offering on the same terms and
conditions as set forth in the Borrower's written notice.  If the Lender
declines to exercise its right of first refusal upon written notice from the
Borrower or fails to notify the Borrower within a 10-day period of an election
to invoke its right of first refusal, the Borrower shall have a period of 30
days to enter into an agreement with such third party from whom it has received
an executed letter of intent for the sale or transfer of the Securities on the
exact terms and conditions that were provided to Borrower in the notice.  In the
event that Borrower does not effect a transfer or sale of the Securities within
the specified thirty-day period, the Lender's right of first refusal shall
continue to be applicable to any subsequent sale or transfer of the Securities
by the Borrower. 

4.5.	Approval of Equity and Debt Issuances.
Borrower and its subsidiaries and affiliates shall not issue any securities,
including options to purchase  securities, or take on any debt (other than the
debt reflected by the Notes and trade payables incurred in the ordinary course
of business), without Lender's prior written approval, which approval shall be
given in Lender's sole and absolute discretion. 

4.6 	Board Seats.  Upon Lender's request, the Board
of Directors of Borrower (the "Board") shall take all necessary
and appropriate action to create up to two (2) new director seats of the Board
and appoint such persons as designated by Lender.  Additionally, for each
$1,400,000 of principal amount of Notes purchased by Lender in excess of
$1,200,000, Lender may, at its election, designate one (1) additional member of
the Board and the Board shall take all necessary and appropriate action to
create such director seats and appoint such persons designated by Lender;
provided, however, that Lender's election to designate such new members must be
made, if at all, within 30 days of the closing of the purchase of such
additional principal amounts of Notes.

4.7 	Security Agreements.  In connection with the
Loan made pursuant to this Agreement, the Notes shall be secured by a first and
best lien in all of the assets of the Borrower and its subsidiaries and
affiliates, including the shares of capital stock and membership interest in
Popmail Network, Inc., Fan Asylum, Inc. and Café Odyssey, LLC
(collectively, the "Collateral"); except for the Collateral set forth
in Item 4.7 of the Disclosure Schedule, which Lender shall have a lien
and security interest in, which shall be subordinated only to those persons or
entities identified in Item 4.7 of the Disclosure Schedule.  Borrower and
its subsidiaries and affiliates shall execute and deliver security agreements,
financing statements, pledge agreements and all other instruments and agreements
required by Lender that provide for a grant by Borrower and its subsidiaries and
affiliates to Lender of a security interest in all of the Collateral.   Borrower
shall take all other steps  necessary to keep such security interest in Lender
perfected and shall take no action to subordinate Lender's security interest to
any other person or entity without Lender's prior written approval.

4.8 	Default Under Loan Document.  In the event
that a default shall exist under any of the Loan Documents, Lender shall be
authorized to proceed with any and all remedies available to Lender thereunder.
A default under any of the Loan Documents shall constitute a default under each
other Loan Document and shall entitle Lender to pursue any and all remedies
under each or any of the Loan Documents.




Reserving Common Stock For Issuance.  The Borrower
shall at all times while the Warrants or the Lender's conversion and purchase
rights as set forth in the Notes are outstanding, reserve and keep available out
of its authorized but unissued stock, such number of duly authorized Common
Stock as shall be sufficient to effect the conversion rights and purchase rights
under the Notes and Warrants in accordance with their respective
terms.	

Reclassification of Common Stock.  The Borrower
covenants and agrees that in the event its present Common Stock shall be
reclassified, split, combined or otherwise changed, or in case of any
consolidation or merger of the Borrower with or into another corporation as a
result of which holders of Common Stock become entitled to receive securities or
other assets (including cash) with respect to or in exchange for their Common
Stock (other than a merger with a subsidiary in which merger the Borrower is the
continuing corporation and which does not result in any reclassification,
capital reorganization or other change of outstanding shares of Common Stock) or
in case of any sale, lease or conveyance to another corporation of the property
of the Borrower as an entirety or substantially as an entirety, the Borrower
shall make proper provision as a part of the terms of such reclassification,
split, combination, change, consolidation, merger or sale, that the holder of
the Warrants and the Notes will thereafter be entitled to convert it into the
same kind and amount of securities (including in that term, stock of any class
or classes) and other assets as may be issuable or distributable by the terms of
such reclassification, split, combination, change, consolidation, merger or
sale.



	4.11  	Financial Statements. The Borrower
shall: (i) Within 45 days of the end of each quarter, furnish Lender with any
and all filings with the Securities and Exchange Commission including but not
limited to Form 10Q, and  a No Default Certificate in the form which in a form
acceptable to Lender; (ii) within 90 days of its fiscal year end, furnish
audited copies of the Borrower's balance sheet, income statement, and statement
of cash flows as well as a copy of Borrower's Form 10K; and (iii) within 30 days
of filing, the Borrower's consolidated federal income tax return.

	4.12	Taxes, Assessments and Liabilities. The
Borrower shall pay all taxes, assessments, and other liabilities when due,
except for those which are contested in good faith. File all required federal,
state and local tax returns on a timely basis.

	4.13	Notice.  The Borrower shall give the
Lender prompt notice of any: (i) default of this or any other agreement or
contract under which the Borrower or any of its subsidiaries or affiliates are
liable; (ii) environmental penalty, claim or dispute involving more than
$25,000.00; (iii) litigation, government proceeding or investigation filed or
threatened against Borrower or any of its subsidiaries or affiliates, Lender its
directors and officers involving more than $25,000.00; (iv) reportable event
under ERISA; or (v) material change in the business prospects or financial
condition of the Borrower or any of its subsidiaries or affiliates.

	4.14	Corporate Existence and Status.  Borrower
shall maintain its and its subsidiaries' and affiliates' corporate existence and
remain in good standing under the laws of each jurisdiction where the Borrower
and its subsidiaries or affiliates are duly qualified to conduct its
business.

	4.15	Protection of Intellectual Property.
Borrower and its subsidiaries and affiliates shall take all measures necessary
to defend and protect the Intangibles, and not commit or permit any action that
may impair the value of the Intangibles.

	4.16	Liens.   Borrower and its subsidiaries and
affiliates shall not create or permit to exist any Encumbrance with respect to
the Collateral, except for liens created in favor of the Lender hereunder.

	4.17	Compliance with Laws.  Borrower and its
subsidiaries and affiliates shall keep, observe, satisfy and not suffer
violations of any and all  laws, statutes, ordinances and/or regulations.
	

	4.18	Operate in the Ordinary Course.  Borrower
and its subsidiaries and affiliates shall continue to operate their respective
businesses in the ordinary and customary course, and not take any actions which
materially alter the nature or scope of their respective businesses as conducted
on the date of the Initial Closing.

	4.19	Further Assurances.  Borrower and its
subsidiaries and affiliates shall provide Lender with such additional
information or documentation as Lender may request from time to time.
	4.20	Lender's Attorney's Fees.  At each
closing, Borrower shall pay Lender's attorney's fees it has incurred related to
the Loan up to a maximum of $10,000.
ARTICLE V
DEFAULT AND REMEDIES

	5.1.	Events of Default.  The occurrence
of any one or more of the following events or the existence of one or more of
the following conditions shall, upon 30 days written notice to Borrower,
constitute an "Event of Default" under this Agreement provided
that the events set forth in Sections 5.1(a), 5.1(c), 5.1(f), 5.1(e), 5.1(g),
5.1(h), 5.1(k), 5.1(l) and 5.1(n) shall constitute an Event of Default
immediately upon their occurrence and Lender shall not be required to provide
the 30 days' written notice for any such events:  



		(a)	Borrower shall fail to pay when due any
installment of principal or interest due under the Notes, whether due on the
date provided for therein or by acceleration or otherwise, or Borrower shall
fail to pay when due any other amounts due under any of the Loan Documents;









Any material breach of a representation or warranty made
in writing to Lender by Borrower or its subsidiaries or affiliates made herein,
in any Loan Documents or in connection with the making of the Loan; 
The breach, default or violation by Borrower or its
subsidiaries or affiliates of any obligation, agreement or covenant contained in
Loan Documents or any other agreements, certificates or writings executed in
connection herewith by Borrower or its subsidiaries or affiliates; unless the
same is cued within any applicable grace period; 

any material provision of any of the Loan Documents shall
at any time for any reason cease to be in full force and effect or shall be
declared to be null and void; 

any litigation or proceeding is pending which may
materially adversely affect the ability of Borrower, its subsidiaries or
affiliates to perform its obligations under the Loan Documents; 

 the failure of the Borrower or its subsidiaries or
affiliates to comply with any other covenants or agreements contained in any of
the Loan Documents and not herein specifically referenced, unless the same is
cured within any applicable grace period; 

a material part of the operations of the Borrower or any
of its subsidiaries or affiliates shall cease for a period of thirty days;


the liquidation, termination or dissolution of Borrower
or any of its subsidiaries or affiliates;

the occurrence of an event of default (as defined
therein) in any of the Loan Documents other than this Agreement;

the occurrence of any of the following transactions
concerning the Borrower without the prior written consent of the Lender (which
shall be given in its sole and absolute discretion): (i) the acquisition of the
Borrower by another entity by means of any transaction or series of related
transactions (including, without limitation, the transfer of more than 50% of
the voting power of the Borrower, reorganization, merger, consolidation); or
(ii) a sale of all or substantially all of the assets of the Borrower; unless
the Borrower's shareholders of record as constituted immediately prior to such
acquisition or sale will, immediately after such acquisition or sale (by virtue
of securities issued as consideration for the Borrower's acquisition or
otherwise) hold at least 50% of the voting power of the surviving or acquiring
entity;

the issuance of any securities by Borrower's subsidiaries
and affiliates without the prior written consent of the Lender; 

the occurrence of any of the following transactions
concerning the Borrower's subsidiaries or affiliates without the prior written
consent of the Lender: (i) the acquisition (in whole or in part) of any
subsidiary or affiliate of the Borrower by another entity or person by means of
any transaction or series of related transactions (including, without
limitation, the stock purchase, stock issuance, reorganization, merger,
consolidation); or (ii) a sale of all or substantially all of the assets of the
Borrower; 
Borrower's Common Stock is de-listed from the Nasdaq
National or SmallCap Market Systems; or 
if Lender shall reasonably deem itself to be insecure.






	5.2.	Remedies.  Upon the
occurrence of any Event of Default hereunder as above provided, and at any time
thereafter, all principal, interest and other amounts payable under the Notes
shall, at the option of Lender, become immediately due and payable without
presentment, demand, protest or other notice of any kind, all of which are
expressly waived by Borrower.  Lender may proceed with every remedy available at
law or in equity or provided for in the Loan Documents or in any other document
executed in connection with the Loan, in such order or sequence as Lender may
determine in its sole discretion, including concurrently, independently, or
successively, and all expenses incurred by Lender in connection with any remedy
shall be deemed indebtedness of Borrower to Lender including, but not limited
to, reasonable attorneys' fees incurred by Lender.  
ARTICLE VI
GENERAL PROVISIONS

	6.1.	Amendments.  No provision or term
of the Loan Documents may be amended, modified, revoked, supplemented, waived or
otherwise changed except by a written instrument duly executed by the party from
whom enforcement is sought.  

	6.2.	Borrower Not Released.  Without
affecting any obligation of Borrower under this Agreement, Lender without notice
or demand may renew, extend or otherwise change the terms and conditions of the
Loan.  

	6.3.	Severability.  Whenever possible,
each provision of the Loan Documents shall be interpreted so as to be effective
and valid under Ohio law.  Should any provision, covenant or agreement contained
in the Loan Documents be deemed invalid, illegal or unenforceable in any
jurisdiction, the validity, legality and enforceability of the remaining
provisions of the Loan Documents shall not be impaired thereby, nor shall the
validity, legality or enforceability of any such defective provision be in any
way affected or impaired in any other jurisdiction.  

	6.4.	Successors and Assigns Bound;
Assignment.  The covenants and agreements contained herein shall bind the
parties hereto and each of their respective successors and assigns.  Borrower
may not assign this Agreement without the prior written consent of Lender.
Subject to the foregoing restriction, this Agreement shall inure to the benefit
of Lender and SDKI, their successors and assigns.  

	6.5.	No Third Party Benefits.  This
Agreement is made for the sole benefit of Borrower, Lender, PNI, FAO, COL, SDKI
and their respective successors and assigns, and no other person or persons
shall have any rights or remedies under or by reason of this Agreement.  

	6.6.	Headings.  The captions and
headings of the paragraphs in the Agreement are for convenience only and are not
used to interpret or define the provisions of the Agreement.  

	6.7.	Governing Law.  This Agreement and
the Loan Documents or any other documents executed in connection with the loan
shall be governed by and interpreted in accordance with the laws of the State of
Ohio, without regard to Ohio's conflict of laws principles.  

	6.8.	Conflict.  Should any provision of
any other Loan Documents conflict with any provision of this Agreement, the
provision selected by Lender, in its sole discretion, shall govern and shall be
controlling.  

6.9 	Jurisdiction.  Borrower, by its execution
hereof (i) hereby irrevocably submits to the exclusive jurisdiction of the State
of Ohio and to the exclusive jurisdiction of the United States District Court
for the Southern District of Ohio for the purpose of any suit, action or other
proceeding arising out of or based upon this Agreement, the Collateral or the
Loan Documents or the subject matter hereof or thereof brought by Lender, any
holder of the obligations of Borrower under the Loan Documents or their
respective successors or assigns, and (ii) agrees not to assert, by way of
motion, as a defense or otherwise, in any such proceeding, any claim that
Borrower is not subject personally to the jurisdiction of the above-named
courts, that Borrower's property is exempt or immune from attachment or
execution, that any such proceeding brought in one of the above-named courts is
brought in an inconvenient forum, that the venue of any such proceeding brought
in one of the above-named courts in improper, or that this Agreement, the
Collateral or any of the Loan Documents, or the subject matter hereof or
thereof, may not be enforced in or by such court.

6.10	Waiver of Jury.  LENDER AND BORROWER HEREBY
VOLUNTARILY, KNOWINGLY AND INTENTIONALLY WAIVE ANY AND ALL RIGHTS TO TRIAL BY
JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING UNDER THIS AGREEMENT OR
CONCERNING THE LOAN DOCUMENTS AND/OR ANY COLLATERAL CONTEMPLATED THEREBY,
REGARDLESS OF WHETHER SUCH ACTION OR PROCEEDING CONCERNS ANY CONTRACTUAL OR
TORTIOUS OR OTHER CLAIM.  BORROWER ACKNOWLEDGES THAT THIS WAIVER OF JURY TRIAL
IS A MATERIAL INDUCEMENT TO LENDER IN EXTENDING CREDIT, THAT LENDER WOULD NOT
HAVE EXTENDED SUCH CREDIT WITHOUT THIS JURY TRIAL WAIVER, AND THAT BORROWER HAS
BEEN REPRESENTED BY AN ATTORNEY OR HAS HAD AN OPPORTUNITY TO CONSULT WITH AN
ATTORNEY IN CONNECTION WITH THIS JURY TRIAL WAIVER AND UNDERSTANDS THE LEGAL
EFFECT OF THIS WAIVER.

	6.11	Obligations of Subsidiaries of Borrower.
PNI, FAI and COL all acknowledge and agree that each of them shall be bound by
Section 4.8 and all obligations, covenants, representations and warranties that
reference any subsidiary or affiliate of Borrower as if such obligations,
covenants, representations and warranties were fully made by them.  PNI, FAI and
COL further acknowledge and agree that each of them shall receive a material
benefit from the Loan received by Borrower from Lender because without it, PNI,
FAI and COL would no longer be able to continue their business as currently
operated.  The obligations of PNI, FAI and COL hereunder were a material
inducement to Lender to enter into this Agreement.

	6.12	Counterparts.  This Agreement may be
executed in one or more counterparts, each of which shall de deemed to be an
original but all of which together will constitute one and the same instrument.
This Agreement may be executed by facsimile signatures which shall have the same
force and effect as original signatures.

	6.13	Entire Agreement.  This Agreement and all
documents and agreements referred to in this Agreement supersede all prior
understandings, agreements and discussions between the parties concerning this
subject matter, with such prior understandings, agreements and discussions
between the parties being merged into this Agreement, and constitutes the entire
agreement between the parties with regard to this subject matter.

	6.14	Survival.  All of the obligations,
covenants, representations and warranties of Borrower and its subsidiaries and
affiliates shall survive the Initial Closing and any subsequent Closing.

ARTICLE VII

CONDITIONS TO SUBSEQUENT CLOSINGS

7.1	The obligation of Lender to complete any subsequent
Closing after the Initial Closing are subject to the satisfaction of each of the
following conditions:

		(i)	Receipt of certified resolutions of Borrower
and its subsidiaries and affiliates authorizing the Loan and the grant of the
security interest in the Collateral to Lender;

		(ii)	Execution of the Loan Documents by Borrower
and its subsidiaries and affiliates, including any Notes representing the
additional proceeds being disbursed in a subsequent Closing;

		(iii)	No Event of Default exists;

		(iv)	Confirmation from the applicable federal and
state filing offices of Lender's perfected security interest in the
Collateral;

		(v)	Receipt of evidence satisfactory to Lender and
its legal counsel, in their sole discretion, of Lender's first and best lien
position with respect to the Collateral with the exception of the Collateral set
forth in Item 4.7 of the Disclosure Schedule;



		(vi)	Receipt of  Borrower's certified resolutions authorizing the
issuance and reservation of shares of Common Stock upon the exercise of the
Warrants and the conversion rights set forth in the Notes in a form satisfactory
to Lender;

		(vii)	All representations and warranties set forth in the
Agreement or any Loan Document are true and correct as of the date of any
subsequent Closing;



		(viii)	Receipt of a No Default Certificate from
the Borrower and each subsidiary and affiliate of Borrower in a form acceptable
to Lender.

[Signature Page to Follow]


IN WITNESS WHEREOF, the parties hereto executed this Loan
Agreement as of the date first written above.

BORROWER:
POPMAIL.COM, INC., 

By:						

Its:___________________________


PMI:
POPMAIL NETWORK, INC.

By:						

Its:___________________________


LENDER:
GSI VENTURES, LLC,

By: SDK INVESTMENTS, INC., Manager
By:___________________________________
Stephen D. King
President

FAI:
FAN ASYLUM, INC.

By:						

Its:___________________________

SDKI:
SDK INVESTMENTS, INC., 

By:						

Stephen D. King
President

COL:
CAFE ODYSSEY, LLC

By:						

Its:___________________________




DISCLOSURE SCHEDULE

ITEM 3.1	SUBSIDIARIES AND AFFILIATES

ITEM 3.6	LITIGATION





ITEM 3.14 	NAMES OF BUSINESSES; ADDRESSES WHERE COLLATERAL LOCATED;
PRINCIPAL OFFICE ADDRESS OF BORROWER, SUBSIDIARIES AND AFFILIATES

ITEM 3.15	CONTINGENT LIABILITIES





ITEM 4.7	ENCUMBRANCES ON COLLATERAL



113679.5

SCHEDULE 3.1
Subsidiaries and Affiliates




Fan Asylum, Inc.
Popmail Network, Inc.
Café Odyssey, Inc.
Schedule 3.6
Litigation

The Company entered into a bridge loan transaction on or about October 6,
2000, in which it issued a promissory note in favor of Great Western Business
Services in the principal amount of $600,000.  The note was payable in 30 days
and was secured by certain computer equipment owned by the Company.
Additionally, the lender obtained a "contingent" security interest in
the Company's units of Cafe Odyssey, LLC, which vested upon an event of default
thereunder.  The Company has failed to repay the note and the lender has
recently given the Company notice of such default.  Additionally, the lender has
informed the Company that it intends to retrieve the collateral as soon as is
practicable.  The lender has not given any notice or otherwise communicated to
the Company its intentions with respect to its interest in the Cafe Odyssey
units.   Cafe Odyssey, LLC currently has no assets.

Schedule 3.14
Names of Businesses and Addresses





Fan Asylum, Inc.
1250 Folsom Street
San Francisco, CA  94103

Popmail Network, Inc.
1333 Corporate Drive, Suite 350
Irving, TX  75038

Café Odyssey, LLC






500 16th St. Suite 350
Denver, CO  80202



4. 	Cafe Odyssey	
	320 South Avenue
	Mall of America
	Bloomington, MN  55425


Schedule 3.15
Contingent Liabilities

The Kenwood Restaurant opened in December 1996 under the name
Hotel Discovery and was closed by the Company in August 1999. In November 1999,
the Company assigned the related lease (described below) in connection with the
pending sale of restaurant assets to a third party, who subsequently reopened
the restaurant under another name and continues to operate the same. The
property is approximately 17,000 square feet in size on three levels and is
located at the northeast corner of Sycamore Plaza at Kenwood Shopping Center in
Cincinnati, Ohio. Although the third party has paid all payments due under the
lease since November 1999, the Company remains primarily obligated under the
lease. 

The initial term of the lease is 15 years with an option for
two additional five-year periods. The lease provides for the payment of both a
monthly fixed minimum rent and a percentage rent based on gross sales in excess
of an escalating base amount. The monthly fixed minimum rent is $12,833 for the
first five years of the initial lease term, $14,117 for the sixth through tenth
years of the initial lease term, $15,400 for the eleventh through fifteenth
years of the initial lease term.

In addition to the fixed minimum rent, the lease provides for
the payment of a percentage rent equal to 4% of the gross sales from the
restaurant in excess of the following annual gross sales amounts; $3,850,000 for
the first five years of the initial lease term, $4,235,000 for the sixth through
tenth years of the initial lease term, $4,620,000 for the eleventh through
fifteenth years of the initial lease term. No percentage rent was paid in 1998
or 1999. In addition to the fixed minimum rent and percentage rent, the Company
is required to pay its proportionate share of common area maintenance costs;
taxes, insurance, maintenance and operating costs. 

Schedule 4.7
Encumbrances

See Schedule 3.6.



EX-10.57
29
exh1057.htm
EXHIBIT











Exhibit 10.57
AMENDMENT NO. 1 TO THE LOAN
AGREEMENT


	This Amendment No. 1 to that certain Loan Agreement by and among GSI
Ventures, LLC, an Ohio limited liability company ("Lender") PopMail.com,
inc., a Minnesota corporation (the "Borrower"), SDK Investments, Inc., an
Ohio corporation ("SDKI"), PopMail Network, Inc., a Texas corporation
("PNI"), Fan Asylum, Inc., a California corporation ("FAI"),
Café Odyssey, LLC, a Minnesota limited liability company ("COL")
dated December 1, 2000 is made among all parties to that Agreement as of
December 8, 2000.

	In consideration of the mutual covenants and agreements contained herein
and other good and valuable consideration, the receipt, sufficiency and adequacy
of which are hereby acknowledged, the parties hereby covenant and agree as
follows:



The parties do hereby agree to amend the Agreement as follows:



Recitals:  The recitals the Agreement are amended and
superceded in their entirety with the following:

	A.	Lender has agreed to loan Borrower up to the principal amount of
$400,000 and at Lender's option, in its sole and absolute discretion, an
additional principal amount of $3,600,000.

	B.	Borrower has agreed to borrow up to $400,000  from Lender and the
additional $3,600,000 from Lender, to the extent that Lender makes that amount
available to Borrower.  

	C.	SDKI has acted as a finder in connection with the loan to be made
by Lender to Borrower and, as a result, Borrower has agreed to pay SDKI a
finder's fee consisting of cash and warrants to purchase Borrower's common
stock.  

	D.	PNI, FAI and COL are wholly owned subsidiaries of Borrower and will
materially benefit from the loan Borrower will receive from Lender.

	E.	As a condition to Lender making a loan to Borrower, Lender requires
PNI, FAI and COL to execute this Agreement and be bound by certain terms of this
Agreement.

Event of Default:  A new Section 5.1(o) is added to the
Agreement and will read as follows:





the Borrower shall have materially breached its obligations to J.P. Carey
Securities, Inc. set forth in Section 2(a) of that certain Registration Rights
Agreement dated June 12, 2000 among PopMail.com, inc. and the Buyers set forth
in such agreement.




Capitalized Terms.  All capitalized terms not otherwise defined
herein shall have the same meaning as in the Agreement.


In Witness Whereof, the parties hereto have executed this Amendment No 1 to
the Loan Agreement as of the date first written above.
BORROWER:
POPMAIL.COM, INC., 

By:						

Its:___________________________

PMI:
POPMAIL NETWORK, INC.

By:						

Its:___________________________

LENDER:
GSI VENTURES, LLC,

By: SDK INVESTMENTS, INC., Manager
By:___________________________________
Stephen D. King
President

FAI:
FAN ASYLUM, INC.

By:						

Its:___________________________

SDKI:
SDK INVESTMENTS, INC., 

By:						

Stephen D. King
President

COL:
CAFE ODYSSEY, LLC

By:						

Its:___________________________


















EX-10.58
30
exh1058.htm
EXHIBIT













Exhibit 10.58



NEITHER THIS NOTE NOR THE SHARES OF COMMON STOCK ISSUABLE
UPON CONVERSION HEREUNDER HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION (TOGETHER, THE
"SECURITIES LAWS") AND MAY NOT BE OFFERED FOR SALE, SOLD OR
OTHERWISE  TRANSFERRED  OR  ENCUMBERED  IN  THE  ABSENCE  OF COMPLIANCE WITH
SUCH SECURITIES LAWS AND UNTIL THE COMPANY (AS DEFINED HEREIN) THEREOF SHALL
HAVE RECEIVED AN OPINION FROM COUNSEL REASONABLY ACCEPTABLE TO IT THAT THE
PROPOSED DISPOSITION WILL NOT VIOLATE ANY APPLICABLE SECURITIES LAWS.  

POPMAIL.COM, INC.

CONVERTIBLE PROMISSORY NOTE
WITH COGNOVIT PROVISION

	Irving, Texas
$70,000.00	February 8, 2001

	THIS CONVERTIBLE PROMISSORY NOTE (the
"Note") is one of a duly authorized issue of Convertible
Promissory Notes of PopMail.com., inc., a corporation duly organized and
existing under the laws of the State of Minnesota (the
"Company"), designated as its 12% Convertible Promissory Notes
Due January 5, 2002, in an aggregate principal amount not exceeding U.S.
$4,000,000 (the "Notes").

	FOR VALUE RECEIVED, the Company promises to pay to
GSI Ventures, LLC, an Ohio limited liability company
("Holder"), in lawful money of the United States of America,
the principal sum of  Seventy Thousand Dollars ($70,000.00), together with
interest in arrears on the unpaid principal balance at a rate equal to Twelve
Percent (12%) per annum, in the manner provided below.  Interest shall be
calculated on the basis of a 360-day year of twelve 30-day months and accrued on
a daily basis for the actual number of days elapsed from the date hereof on the
principal balance from time to time outstanding as hereinafter provided.

1.	Payments.

 	1.1	Principal and Interest. Accrued interest
under this Note shall be due and payable in quarterly installments on February
1, 2001, May 1, 2001, August 1, 2001 and November 1, 2001 and the entire
outstanding principal balance of the Note, together with all accrued but unpaid
interest thereon, shall be due and payable in full on January 5, 2002 (the
"Maturity Date"). Notwithstanding anything to the contrary
contained herein, upon Holder's consent, which shall be made in its sole and
absolute discretion, Company may pay any portion of the quarterly installments
of accrued interest payable hereunder with shares of Company's common stock, par
value $.01 per share (the "Common Stock").  The value of the
Common Stock used to pay any such quarterly installments of accrued interest
shall be determined by the closing sale price of the Common Stock as reported by
Nasdaq on the preceding trading day before the quarterly installment is
paid.

1.2	Manner of Payment.  Except as otherwise
provided herein, all payments of principal and interest on this Note shall be
made in immediately available funds.  If any payment of principal or interest on
this Note is due on a day which is not a Business Day, such payment shall be due
on the next succeeding Business Day, and such extension of time shall not be
taken into account in calculating the amount of interest payable under this
Note.  "Business Day" means any day other than a Saturday,
Sunday or legal holiday in the State of Ohio.

1.3	Prepayment.  The Company may, without premium
or penalty, at any time and from time to time, prepay all or any portion of the
outstanding principal balance due under this Note, provided that each such
prepayment is accompanied by the accrued interest on the amount of principal
prepaid calculated to the date of such prepayment.  The Company shall provide
Holder with not less than fifteen (15) days written notice prior to such
prepayment.  In the event a transaction described in Section 4.3 hereof is
contemplated prior to or contemporaneous with prepayment, said written notice
shall include the information specified in the notice made pursuant to Section
4.3 hereof.  
1.4	Default Interest.  Upon the occurrence of an
Event of Default (as defined below), this Note shall accrue interest at a
default rate of interest equal to the lesser of 18% per annum or the maximum
rate permitted under Ohio Law.

2.	Default.

	2.1	Event of Default.  The occurrence of any
one or more of the following events with respect to Company shall, upon 30 days'
written notice to the Company, constitute an event of default hereunder
("Event of Default") provided that, the events set forth in
Sections 2.1(a), 2.1(b), 2.1(c) and 2.1(d) shall constitute an Event of Default
immediately upon their occurrence and Lender shall not be required to provide
the 30 days written notice for any such event:

(a)	If Company shall fail to pay when due any payment of
principal or interest or other amount due on this Note.

(b)	If, pursuant to or within the meaning of the United
States Bankruptcy Code or any other federal or state law relating to insolvency
or relief of debtors (a "Bankruptcy Law"), the Company shall
(i) commence a voluntary case or proceeding; (ii) consent to the entry of an
order for relief against it in an involuntary case; (iii) consent to the
appointment of a trustee, receiver, assignee, liquidator or similar official;
(iv) make an assignment for the benefit of its creditors; or (v) admit in
writing its inability to pay its debts as they become due.







If a court of competent jurisdiction enters an order or
decree under any Bankruptcy Law that (i) is for relief against the Company in an
involuntary case, (ii) appoints a trustee, receiver, assignee, liquidator or
similar official for the Company or substantially all of the Company=s
properties, or (iii) orders the liquidation of the Company, and in each case the
order or decree is not dismissed within  30 days.





	(d)  	If an event of default occurs as defined in that
certain Loan Agreement executed on or about December 1, 2000 by and between the
Company, Holder, the Company's subsidiaries and SDK Investments, Inc., and as
amended on December 8, 2000 (the "Loan Agreement") or an event
of default occurs as defined in any of the Loan Documents, regardless of whether
or not such event of default is caused by Company or any of its subsidiaries or
affiliates who are a party to the Loan Agreement or the Loan Documents.

	(e) 	A breach of any obligation or covenant of Company
set forth in this Note.







Any representation or warranty made in writing to
Holder by Company made in this Note or in connection with the making of the Loan
shall prove at any time to have been incorrect or materially misleading when
made.








Notice by the Company. The Company shall notify
Holder in writing within five days after the occurrence of any Event of Default
of which the Company acquires knowledge.

Remedies.  Upon the occurrence of any Event
of Default hereunder as above provided, and at any time thereafter, all
principal, interest and other amounts payable under this Note shall, at the
option of Holder, become immediately due and payable without presentment,
demand, protest or other notice of any kind, all of which are expressly waived
by Company.  Holder may proceed with every remedy available at law or in equity
or provided for in the Loan Documents or in any other document executed in
connection with the Loan, in such order or sequence as Holder may determine in
its sole discretion, including concurrently, independently, or successively, and
all expenses incurred by Holder in connection with any remedy shall be deemed
indebtedness of Company to Holder including, but not limited to, reasonable
attorneys' fees incurred by Holder.



3.	Conversion.




Holder Conversion.  









The Holder shall have the right, at the Holder's option,
at any time prior to payment in full of the principal balance of this Note, to
convert this Note, in accordance with the provisions of Section 3.2 hereof, in
whole or in part, into fully paid and nonassessable shares of Common Stock (the
"Common Stock") of the Company.  The number of shares of Common
Stock into which this Note may be converted ("Conversion
Shares") shall be determined by dividing: [A] the sum of (i) the
outstanding principal amount of the Note to be converted, (ii) all accrued
interest thereon to the date of conversion, and (iii) all other indebtedness
Company owes Holder under this Note, by [B] the amount equal to 140% of the
"Market Price" of the Common Stock (the "Conversion
Price"). 





 		(b) 	Notwithstanding Section 3.1(a), in the event
that Company has paid any amount it owes to Holder pursuant to this Note
("Partial Payment"), then from the date of the Partial Payment
for a period of 90 days, Holder shall have the right to purchase at a strike
price equal to the Conversion Price (the "Purchase Price") a
certain number of shares of the Common Stock (the "Purchase
Right").  The number of shares of Common Stock that Holder may purchase
shall be determined by dividing the Partial Payment by the Conversion Price.
For purposes of this Note, any shares of Common Stock that Holder purchases
pursuant to its Purchase Right shall be considered Conversion Shares.  The
Purchase Right may be exercised by Holder, in whole or in part, by written
notice to the Company, together with payment by Holder to the Company of the
Purchase Price in immediately available funds.

3.2	Conversion Procedure.

(a)	Notice of Conversion and Purchase Right
Pursuant to Section 3.1.  Before the Holder shall be entitled to convert
this Note into shares of Common Stock, it shall surrender this Note at the
office of the Company and shall give written notice  in the form attached hereto
as Exhibit A (the "Holder Conversion Notice") to the
Company at its principal corporate office, of the election to convert all or a
portion of this Note pursuant to Section 3.1(a).  If this Note is converted in
part only, the Company shall execute and deliver a new note to the Holder
thereof in the principal amount equal to the portion of this Note not so
converted.  Before the Holder may exercise its Purchase Right, it shall give
written notice to the Company at its principal corporate office, of its exercise
of its Purchase Right pursuant to Section 3.1(b) prior to the expiration of the
90-day period the Purchase Right is available.







Mechanics and Effect of Conversion.  No
fractional shares of Common Stock shall be issued upon conversion of this Note
or exercise of the Purchase Right.  Upon the conversion of this Note pursuant to
Section 3.1(a) above, the Holder shall surrender this Note, duly endorsed, at
the principal office of the Company.  At its expense, the Company shall, as soon
as practicable after receiving the Holder Conversion Notice or notice of
Holder's exercise of its Purchase Right, issue and deliver to such Holder at
such principal office a certificate or certificates for the number of shares of
Common Stock to which the Holder shall be entitled upon such conversion or
purchase (bearing such legends as are required by the Loan Agreement or
applicable state and federal securities laws in the opinion of counsel to the
Company), together with a new note for the principal amount of the Note that was
not converted, if any.  Upon conversion of all or a portion of this Note, the
Company shall be forever released from all its obligations and liabilities under
this Note, to the extent of the principal amount so converted.





3.3	Limitations on Conversion.  Unless the Company
shall have obtained the approval of its voting shareholders to such issuance in
accordance with the rules of Nasdaq or any other stock market rules with which
the Company shall be required to comply, but only to the extent required
thereby, the Company shall not issue shares of its Common Stock (i) upon
conversion of any of the principal sum outstanding hereunder, or (ii) as
interest on the principal sum due hereunder, if such issuance of Common Stock,
when added to the number of shares of Common Stock previously issued by the
Company (x) upon conversion of the principal sum due under the Notes and (y) in
payment of interest due under the Notes, would equal or exceed 20 percent of the
number of shares of the Company's Common Stock that were issued and outstanding
on the date hereof (the "Maximum Issuance Amount").  In the
event that a properly executed Holder Conversion Notice is received by the
Company which would require the Company to issue shares of Common Stock equal to
or in excess of the Maximum Issuance Amount, the Company shall honor such
conversion request by (a) converting the amount of the principal and interest
stated in such conversion notice that is not in excess of the Maximum Issuance
Amount and (b) paying the remaining principal and interest due requested by
Holder to be converted; provided that, Company shall first use its best efforts
to obtain as soon as practicable after obtaining a Holder Conversion Notice the
approval of its voting shareholders to issue Conversion Shares in excess of the
Maximum Issuance Amount.




Limitations on Issuance of Common Stock.
Notwithstanding anything herein to the contrary, in no event shall the Holder be
permitted to receive Conversion Shares upon exercising its conversion rights or
Common Stock as payment for accrued interest on this Note (collectively referred
to as "Conversion Rights") to the extent that (x) the number of shares
of Common Stock beneficially owned by the Holder (other than shares of Common
Stock issuable upon exercise of Holder's Conversion Rights) plus (y) the number
of shares of Common Stock issuable upon exercise of the Holder's Conversion
Rights, would be equal to or exceed 4.9% of the number of shares of Common Stock
then issued and outstanding, including shares issuable upon exercise of the
Holder's Conversion Rights after application of this Section 3.4.  As used
herein, beneficial ownership shall be determined in accordance with Section
13(d) of the Securities Exchange Act of 1934 (the "Exchange Act").  To
the extent that the limitation contained in this Section 3.4 applies, the
determination of whether Holder may exercise its Conversion Rights (in relation
to other securities owned by the Holder) and of which a portion of the
Conversion Rights are exercisable shall be in the sole discretion of the Holder,
and the submission of a Holder Conversion Notice (or written notice in the case
of payment of accrued interest in shares of Common Stock) shall be deemed to be
the Holder's determination of whether the Conversion Rights are exercisable (in
relation to other securities owned by the Holder) and of which portion of the
Conversion Rights are exercisable, in each case subject to such aggregate
percentage limitation, and the Company shall have no obligation to verify or
confirm the accuracy of such determination.  Nothing contained herein shall be
deemed to restrict the right of the Holder to exercise its Conversion Rights at
such time as such exercise will not violate the provisions of this Section 3.4.
The provisions of this Section 3.4 may be waived by the Holder upon, at the
election of the Holder, 61 days' prior notice to the Company, and the provisions
of this Section 3.4 shall continue to apply until such 61st day (or
such later date as may be specified in such notice of waiver).  No exercise of
the Conversion Rights in violation of this Section 3.4 but otherwise in
accordance with this Note shall affect the status of the Common Stock issued
upon such exercise as validly issued, fully-paid and
nonassessable.



4.	Anti-Dilution Adjustments.

4.1	Adjustments for Stock Splits and Subdivisions.
In the event the Company should at any time or from time to time after the date
of issuance hereof fix a record date for the effectuation of a split or
subdivision of the outstanding shares of Common Stock or the determination of
holders of Common Stock entitled to receive a dividend or other distribution
payable in additional shares of Common Stock or other securities or rights
convertible into, or entitling the holder thereof to receive directly or
indirectly, additional shares of Common Stock (hereinafter referred to as
"Common Stock Equivalents") without payment of any consideration by
such holder for the additional shares of Common Stock or the Common Stock
Equivalents (including the additional shares of Common Stock issuable upon
conversion or exercise thereof), then, as of such record date (or the date of
such dividend distribution, split or subdivision if no record date is fixed),
the Conversion Price of this Note shall be appropriately decreased so that the
number of shares of Common Stock issuable upon conversion of this Note shall be
increased in proportion to such increase of outstanding shares.

4.2	Adjustments for Reverse Stock Splits. 
If the number of shares of Common Stock outstanding at any time after the date
hereof is decreased by a combination of the outstanding shares of Common Stock
through a reverse stock split, then, following the record date of such
combination, the Conversion Price for this Note shall be appropriately increased
so that the number of shares of Common Stock issuable on conversion of this Note
shall be decreased in proportion to such decrease in outstanding shares.

4.3	Adjust for Reorganization, Reclassification, Merger
and Sale.  If any capital reorganization or reclassification of the capital
stock of the Company, or consolidation or merger of the Company with another
corporation, or the sale of all or substantially all of its assets to another
corporation shall be effected in such a way that holders of the Company's Common
Stock shall be entitled to receive stock, securities or assets with respect to
or in exchange for such common shares, then, as a condition of such
reorganization, reclassification, consolidation, merger or sale, the Holder
shall have the right to convert and receive upon the basis and upon the terms
and conditions specified in this Note and in lieu of the shares of the Common
Stock of the Company immediately theretofore convertible and receivable upon the
exercise of the rights represented hereby, such shares of stock, other
securities or assets as would have been issued or delivered to the Holder as if
it had exercised this Note and had received such shares of common stock prior to
such reorganization, reclassification, consolidation, merger or sale.  The
Company shall not effect any such consolidation, merger or sale, unless prior to
the consummation thereof the successor corporation (if other than the Company)
resulting from such consolidation or merger or the corporation purchasing such
assets shall assume by written instrument executed and mailed to the registered
Holder of this Note at the last address of such Holder appearing on the books of
the Company, the obligation to deliver to such Holder such shares of stock,
securities or assets as, in accordance with the foregoing provisions, such
Holder may be entitled to convert.

4.4	Other Adjustment.  If the Company takes
any other action, or if any other event occurs which does not come within the
scope of the provisions of Sections 4.1 through 4.3, but which should result in
an adjustment in the Conversion Price and/or the number of shares subject to
this Note in order to fairly protect the purchase rights of the Holder, an
appropriate adjustment in such purchase rights shall be made by the Company.

4.5	Reservation of Stock Issuable Upon Conversion.
The Company shall at all times reserve and keep available out of its authorized
but unissued shares of Common Stock solely for the purpose of effecting the
issuance of the Conversion Shares such number of its shares of Common Stock as
shall from time to time be sufficient to issue the Conversion Shares; and if at
any time the number of authorized but unissued shares of Common Stock shall not
be sufficient to effect the issuance of the Conversion Shares,  in addition to
such other remedies as shall be available to the holder of this Note, the
Company will use its best efforts to take such corporate action as may, in the
opinion of Holder's counsel, be necessary to increase its authorized but
unissued shares to such number of shares as shall be sufficient for such
purposes.

5.	Miscellaneous.

5.1	Waiver.  The rights and remedies of Holder
under this Note shall be cumulative and not alternative.  No waiver by Holder of
any right or remedy under this Note shall be effective unless in a writing
signed by Holder.  Neither the failure nor any delay in exercising any right,
power or privilege under this Note will operate as a waiver of such right, power
or privilege and no single or partial exercise of any such right, power or
privilege by Holder will preclude any other or further exercise of such right,
power or privilege or the exercise of any other right, power or privilege.  To
the maximum extent permitted by nonwaivable applicable law, (a) no claim or
right of Holder arising out of this Note can be discharged by Holder, in whole
or in part by a waiver or renunciation of the claim or right unless in a
writing, signed by Holder; (b) no waiver that may be given by Holder will be
applicable except in the specific instance for which it is given; and (c) no
notice to or demand on the Company will be deemed to be a waiver of any
obligation of the Company or of the right of Holder to take further action
without notice or demand as provided in this Note.  The Company hereby waives
presentment, demand, protest and notice of dishonor and protest.

5.2	Notices.  The Company shall give any notice
required or permitted to be given hereunder to the Holder or the Holder to the
Company in accordance with the Loan Agreement. 

5.3	Severability.  If any court of competent
jurisdiction holds any provision in this Note invalid or unenforceable, the
other provisions of this Note will remain in full force and effect. Any
provision of this Note held invalid or unenforceable only in part or degree will
remain in full force and effect to the extent not held invalid or
unenforceable.

5.4	Governing Law.  This Note will be governed by
the laws of the State of Ohio without regard to conflicts of laws
principles.

5.5	Parties in Interest; Assignment.  This Note
shall bind the Company and its successors and assigns.  Subject to the
provisions of the legend on this Note, the Holder may assign this Note upon
providing Company notice of such assignment.




Section Headings, Construction.  The headings of
Sections in this Note are provided for convenience only and will not affect its
construction or interpretation.  All references to "Section" or
"Sections" refer to the corresponding Section or Sections of this Note
unless otherwise specified.



5.7  	Capitalized Terms.  All capitalized terms
used in this Note and not defined herein shall have the same meaning as in the
Loan Agreement.  
	5.8	Gender.  All words used in this Note will
be construed to be of such gender or number, as the circumstances require.
Unless otherwise expressly provided, the words "hereof" and
"hereunder" and similar references refer to this Note in its entirety
and not to any specific section or subsection hereof.

	5.9 	 JURY WAIVER.  THE UNDERSIGNED AND HOLDER
(BY ITS ACCEPTANCE HEREOF) HEREBY VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND
UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY
DISPUTE (WHETHER BASED UPON CONTRACT TORT OR OTHERWISE) BETWEEN OR AMONG THE
UNDERSIGNED AND HOLDER ARISING OUT OF OR IN ANY WAY RELATED TO THIS DOCUMENT,
ANY OTHER RELATED DOCUMENT, OR ANY RELATIONSHIP BETWEEN HOLDER AND THE
UNDERSIGNED.  THIS PROVISION IS A MATERIAL INDUCEMENT TO HOLDER TO PROVIDE THE
FINANCING DESCRIBED HEREIN OR IN THE OTHER LOAN DOCUMENTS.

5.10	Jurisdiction.  Company, by its execution
hereof (i) hereby irrevocably submits to the exclusive jurisdiction of the State
of Ohio and to the exclusive jurisdiction of the United States District Court
for the Southern District of Ohio for the purpose of any suit, action or other
proceeding arising out of or based upon this Note, the Loan Agreement or any
Loan Document or the subject matter hereof or thereof brought by Holder or its
successors or assigns, and (ii) agrees not to assert, by way of motion, as a
defense or otherwise, in any such proceeding, any claim that Company is not
subject personally to the jurisdiction of the above-named courts, that Company's
property is exempt or immune from attachment or execution, that any such
proceeding brought in one of the above-named courts is brought in an
inconvenient forum, that the venue of any such proceeding brought in one of the
above-named courts in improper, or that this Note, the Loan Agreement or any
Loan Document, or the subject matter hereof or thereof, may not be enforced in
or by such court.

CONFESSION OF JUDGMENT.  UPON AN EVENT OF DEFAULT,
COMPANY HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY-AT-LAW TO APPEAR
IN ANY COURT OF RECORD AND TO CONFESS JUDGMENT AGAINST COMPANY FOR THE UNPAID
AMOUNT OF THIS NOTE, PLUS ATTORNEYS' FEES AS PROVIDED IN THIS NOTE, PLUS COSTS
OF SUIT, AND TO RELEASE ALL ERRORS, AND WAIVE ALL RIGHTS OF APPEAL.   IF A COPY
OF THE NOTE, VERIFIED BY AN AFFIDAVIT, SHALL HAVE BEEN FILED IN THE PROCEEDING,
IT WILL NOT BE NECESSARY TO FILE THE ORIGINAL AS A WARRANT OF ATTORNEY.  COMPANY
WAIVES THE RIGHT TO ANY STAY OF EXECUTION AND THE BENEFIT OF ALL EXEMPTION LAWS
NOW OR HEREAFTER IN EFFECT. NO SINGLE EXERCISE OF THE FOREGOING WARRANT AND
POWER TO CONFESS JUDGMENT WILL BE DEEMED TO EXHAUST THE POWER, WHETHER OR NOT
ANY SUCH EXERCISE SHALL BE HELD BY ANY COURT TO BE INVALID, VOIDABLE, OR VOID;
BUT THE POWER WILL CONTINUE UNDIMINISHED AND MAY BE EXERCISED FROM TIME TO TIME
AS HOLDER MAY ELECT UNTIL ALL AMOUNTS OWING ON THIS NOTE HAVE BEEN PAID IN
FULL.

WARNING - BY SIGNING THIS PAPER YOU GIVE UP YOUR
RIGHT TO NOTICE AND COURT TRIAL.  IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY
BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN
BE USED TO COLLECT FROM REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE
CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY
WITH THE AGREEMENT, OR ANY OTHER CAUSE.


IN WITNESS WHEREOF, the Company has executed and
delivered this Note as of the date first stated above.

POPMAIL.COM, INC.


By:______________________________
Title:   Chief Executive Officer  


Acknowledged and agreed to this 
____ day of February, 2001.

GSI Ventures, LLC

By:					

     Its:					


Execution Version
	EXHIBIT A



NOTICE OF CONVERSION
AT THE ELECTION OF THE HOLDER

(To Be Signed Only Upon Conversion of Note)


TO POPMAIL.COM, INC.

The undersigned, the holder of the foregoing Note, hereby
surrenders such Note for conversion into shares of Common Stock of POPMAIL.COM,
INC., to the extent of $_____ of the unpaid principal amount of such Note, and
requests that the certificates for such shares be issued  in  the  name  of,
and  delivered  to,  ______________  whose  address  is
________________________________.  


Dated: __________________________________



_________________________________














 (Signature must conform in all respects to 













name of holder as specified on the face of 
the Note)



_________________________________
(Address)



















EX-10.59
31
exh1059.htm
EXHIBIT











Exhibit 10.59


Schedule of Convertible Promissory Notes
Issued in Connection with Convertible Secured Debt
Financing



Date of	Name of				Date of
Note	Holder		Amount		Repayment


12/01/00	GSI Ventures, LLC	400,000		January 5, 2002

12/08/00	GSI Ventures, LLC	100,000		January 5, 2002

12/13/00	GSI Ventures, LLC	100,000		January 5, 2002

12/15/00	GSI Ventures, LLC	100,000		January 5, 2002

02/08/01	GSI Ventures, LLC	  70,000		January 5, 2002




















EX-10.60
32
exh1060.htm
EXHIBIT












Exhibit 10.60

LOAN AGREEMENT

	THIS LOAN AGREEMENT ("Agreement")
is made by and among THE SHAAR FUND LTD. ("Lender"),
POPMAIL.COM, INC., a Minnesota corporation (the
"Borrower"), SDK INVESTMENTS, INC., an Ohio corporation
("SDKI"), POPMAIL NETWORKS, INC., a Texas corporation
("PNI"), FAN ASYLUM, INC., a California corporation ("FAI")
and CAFÉ ODYSSEY, LLC, a Minnesota limited liability company
("COL") this 21st day of December, 2000.
RECITALS

	A.	Lender has agreed to loan Borrower up to the
principal amount of $200,000.

	B.	Borrower has agreed to borrow up to $200,000  from
Lender.  

	C.	SDKI has acted as a finder in connection with the
loan to be made by Lender to Borrower and, as a result, Borrower has agreed to
pay SDKI a finder's fee consisting of cash and a warrant to purchase Borrower's
common stock.  

	D.	PNI, FAI and COL are wholly owned subsidiaries of
Borrower and will materially benefit from the loan Borrower will receive from
Lender.

	E.	As a condition to Lender making a loan to Borrower,
Lender requires PNI, FAI and COL to execute this Agreement and be bound by
certain terms of this Agreement.

	IN CONSIDERATION of the premises, the mutual
covenants and agreements contained herein and other good and valuable
consideration, the receipt, sufficiency and adequacy of which are hereby
acknowledged, Lender, Borrower PNI, FAI, COL, and SDKI hereby covenant and agree
as follows:  
ARTICLE I
THE LOAN




Agreement to Borrow and Lend.  Subject
to all of the terms, provisions, conditions, covenants and agreements contained
in this Agreement, Lender agrees to make a loan to Borrower (the
"Loan") in the principal amount of Two Hundred Thousand Dollars
($200,000) (the "Loan Proceeds"), which shall be used in
accordance with the terms set forth herein.  

Closing.  The Loan Proceeds shall be distributed
at one closing which shall occur on December 21, 2000, or on such other date as
the parties shall agree (the "Closing").   

Convertible Promissory Note.  The Loan will be
evidenced by a convertible promissory note (the "Note") in the
form attached hereto as Exhibit A that will be executed by Borrower and
delivered to Lender.  

Interest.  The outstanding principal balance of
the Note shall bear interest at a rate of Twelve Percent (12%) per annum as set
forth in the Note. 

Payment Terms.  Accrued interest under the
Note shall be due and payable in quarterly installments on February 1, 2001, May
1, 2001, August 1, 2001 and November 1, 2001 and the entire outstanding
principal balance of the Loan, together with all accrued but unpaid interest
thereon, shall be due and payable in full on January 5, 2002 (the
"Maturity Date"). Notwithstanding anything to the contrary
contained herein, upon Lender's consent, which shall be made in its sole and
absolute discretion, Borrower may pay any portion of the quarterly installments
of accrued interest of the Loan with shares of Borrower's common stock, par
value $.01 per share (the "Common Stock").  The value of the
Common Stock used to pay any quarterly installments of accrued interest shall be
determined by the closing sale price of the Common Stock as reported by Nasdaq
on the preceding trading day before the quarterly installment is paid.

Conversion Right.  The Lender shall have the right
to convert all or any portion of the debt evidenced by the Note into Borrower's
Common Stock in accordance with the terms of the Note.


ARTICLE II

WARRANTS TO PURCHASE COMMON STOCK

	2.1.	Warrant to Purchase Common Stock to
Lender.  The Borrower hereby agrees to issue to Lender as a part of
the consideration for Lender making the Loan to Borrower, a warrant to purchase
the number of shares of Common Stock equal to fifty percent (50%) of the
aggregate face value of the Note and in the form attached hereto as Exhibit
B (the "Lender Warrant"). 




Warrant to Purchase Common Stock to SDKI.
As partial consideration for introducing the Borrower to the Lender, the
Borrower hereby agrees to issue to SDKI a warrant to purchase the number of
shares of Common Stock equal to ten percent (10%) of the aggregate face value of
each Note and in the form attached hereto as Exhibit C ("SDKI
Warrant" and together with the Lender Warrant, the
"Warrants").  

Share Calculation For Warrants; Strike Price;
Issuance.  For purposes only of determining the number of shares which shall
be granted upon exercise of the Warrants, the Common Stock shall be deemed to
have a value of $1.00 per share.  The strike price for each Lender Warrant shall
be 120% of the Market Price (as that term is defined in the Note), and the
strike price for each SDKI Warrant shall be the Market Price.  The Borrower
shall issue the Warrant at the Closing.  The Warrants shall be exercisable for a
period of at least five years.


ARTICLE III
BORROWER'S REPRESENTATIONS AND WARRANTIES

	The Borrower hereby represents and warrants to
Lender that the following are true and correct as of the date hereof and shall
be true and correct as of the date of the Closing and shall remain true and
correct during the term of all of the Loan Documents (as defined below):  

3.1	Borrower and each of its subsidiaries and affiliates
(a) is a duly organized and validly existing corporation in good standing under
the laws of the jurisdiction of its formation, (b) has the power and authority
and the legal right to own its property and assets and to transact the business
in which it is engaged and (c) is duly qualified as a foreign corporation  or
otherwise licensed and authorized to transact business and in good standing in
each jurisdiction where the ownership, leasing or operation of property or the
conduct of its business requires such qualification and where the failure to be
so qualified, licensed or authorized would have a material adverse effect on the
condition (financial or otherwise), prospects, assets or properties of Borrower,
any subsidiary or affiliate. All subsidiaries and affiliates of the Borrower are
listed on Item 3.1 of the Disclosure Schedule.  The term
"affiliate" shall have the meaning ascribed thereto under Rule 12b-2
promulgated under the Exchange Act of 1934, as amended.




3.2  The execution, delivery and performance of this Agreement, the Note and
the Warrants and any and all other security agreements, pledge agreements,
financing statements, certificates or instruments contemplated herein
(collectively "Loan Documents") executed and delivered by the
Borrower or its affiliates have been authorized by all necessary corporate
actions and do not and will not contravene any legal or contractual restriction
binding on the Borrower or any of its property or its assets.

3.3  The Borrower and each of its subsidiaries and affiliates has the power
to take all actions contemplated hereby (including but not limited to the
issuance of the Warrants and Note, the right of first refusal granted to Lender
to participate in any security issuances and the granting of the security
interests in the Collateral (as defined below)) to execute, deliver and carry
out the terms and provisions of each Loan Document to which it is a party and
has taken all necessary actions to authorize the execution, delivery and
performance by it of each Loan Document to which it is a party and all acts
contemplated hereby. The Loan Documents when executed and delivered by the
Borrower and its subsidiaries and affiliates will constitute the legal, valid
and binding obligation of the Borrower and its subsidiaries and affiliates (as
the case may be) and is, or will be upon execution, enforceable against the
Borrower and its subsidiaries and affiliates (as the case may be) in accordance
with their respective terms, except to the extent that enforcement may be
limited by applicable bankruptcy, insolvency, reorganization or other similar
laws affecting creditors' rights generally.  

3.4  The execution, delivery or performance by the Borrower and its
subsidiaries and affiliates of each Loan Document, and compliance by the
Borrower and its subsidiaries and affiliates with the terms and provisions
hereof and thereof, (a) do not contravene any provision of any law, statute,
rule or regulation or any order, writ, injunction or decree of any court or
governmental instrumentality applicable to the Borrower, any subsidiary or
affiliate, (b) do not conflict with or result in any breach of any of the terms,
covenants, conditions or provisions of, or constitute a default under, or result
in the creation or imposition of (or the obligation to create or impose) any
lien (other than as contemplated by the Loan Documents) upon any of the property
or assets of the Borrower, any subsidiary or affiliate pursuant to the terms of
any material indenture, mortgage, deed of trust, credit agreement, loan
agreement or other agreement, contract or instrument to which the Borrower, any
subsidiary or affiliate is a party or by which the Borrower, any subsidiary or
affiliate or any of their respective properties or assets is bound or to which
the Borrower, any subsidiary or affiliate may be subject and (c) do no violate
any provision of the Certificate of Incorporation, Articles of Organization,
operating agreement, bylaws or regulations of the Borrower, any subsidiary and
affiliate. 

3.5  The authorization, issuance, sale and delivery of the shares of Common
Stock issuable upon conversion of the Note and upon exercise of the Warrants has
been duly authorized by all requisite corporate action on the part of the
Borrower.  The shares of the Common Stock issuable upon conversion of the Note
and upon exercise of the Warrants upon their issuance in accordance with the
Note and the Warrants, respectively, will be validly issued, fully paid and
nonassessable.  Any shares of Common Stock issued in accordance with the terms
of the Note for payment of quarterly installments of acquired interest will be
validly issued, fully paid and nonassessable.

3.6  Except as disclosed in Schedule 3.6, there are no actions, suits or
proceedings pending or, to the  knowledge of the Borrower, threatened against
Borrower, any subsidiary  or affiliate  (a) with respect to the Loan Documents,
any of the Collateral (as defined below) or the transactions contemplated hereby
or (b) that are, either individually or in the aggregate, reasonably likely to
have a material adverse effect on the condition (financial or otherwise),
prospects, assets or properties of Borrower, any subsidiary or affiliate.

3.7  All balance sheets, income statements, financial statements, operating
statements and other financial data pertaining to Borrower or its subsidiaries
or affiliates (the "Financial Information") that have been
delivered (or will be delivered) to Lender by or on behalf of Borrower are or
will be accurate and complete in all material respects, are or will be in
accordance with the books and records of Borrower and its subsidiaries and
affiliates, and accurately present or will present the financial condition,
results of operations and changes in financial position of the person or entity
to which they pertain as of their respective dates and there has been no
material change with respect thereto.  All Financial Information delivered to
Lender is and shall be prepared in accordance with the generally accepted
accounting principles, consistently applied.

3.8  None of the Borrower's reports and documents heretofore filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended, and the Securities Exchange Act of 1934, as amended, contained at the
time they were filed  any untrue statement of a material fact or omitted to
state any material fact required to be stated therein or necessary to make the
statements made therein, in light of the circumstances under which they were
made, not misleading.



3.9  The Borrower and its subsidiaries and affiliates own and
possess adequate and enforceable rights to use all patents, patent applications,
trademarks, trademark applications, trade names, service marks, logos,
copyrights, copyright applications, licenses, inventions, software, programs,
know-how (including trade secrets and other unpatented and/or unpatentable
proprietary or confidential information, systems or procedures) and other
similar rights and proprietary knowledge (collectively,
"Intangibles") necessary for the conduct of their respective
businesses.  Borrower and its subsidiaries and affiliates have the unrestricted
right to use all of the Intangibles.  Borrower and its subsidiaries and
affiliates are not infringing upon or in conflict with any right of any other
person or entity with respect to any Intangibles and the Borrower and its
subsidiaries and affiliates are not subject to any outstanding order, decree,
judgment or stipulation with respect to the Intangibles.  No proceedings have
been instituted or are pending or, to Borrower's knowledge, threatened which
challenge the validity or rights of Borrower or its subsidiaries and affiliates
to any of the Intangibles, and Borrower has no knowledge of any infringement by
others of any of the Intangibles.  All of the Intangibles are valid, enforceable
and free and clear of any attachments or liens and all claims, restrictions and
demands of any other person, firm or corporation, including attorneys' fees for
past services, expenses and government fees.  None of the past or present
employees, officers, directors, or shareholders of Borrower, any subsidiary or
affiliate has any rights in any Intangibles.  Borrower and its subsidiaries and
affiliates have not granted any outstanding license or other rights to any of
the Intangibles, except those licenses granted in the ordinary course of
business, and are not liable, and have not made any contract or arrangement
whereby they may become liable, to any person for any royalty or other
compensation for the use of any Intangibles.  The trade secrets and processes
and procedures of Borrower and its subsidiaries and affiliates which are
necessary to the operation of Borrower and its subsidiaries and affiliates have
been reduced to writing, to the extent practical, and will remain available for
use by Borrower and its subsidiaries and affiliates after the date of the
Closing. 

3.10	All factual information heretofore or
contemporaneously furnished by the Borrower, any subsidiary or affiliate to
Lender (including, without limitation, all information contained in this
Agreement) for purposes of this Agreement or any transaction contemplated hereby
or thereby is, and all other such factual information hereafter furnished by the
Borrower, any subsidiary or affiliate to Lender for purposes of this Agreement
or any transaction contemplated herein will be, true and accurate in all
material respects on the date as of which such information is given and the
Borrower in good faith believes such information is not incomplete by omitting
to state any fact necessary to make such information not misleading at such time
in light of the circumstances under which such information was provided.



	3.11  The Borrower, each subsidiary and affiliate has filed all tax
returns required to be filed by it and has paid all income and franchise taxes
payable by it which have become due pursuant to such tax returns and all other
taxes and assessments payable by it which have become due, other than those not
yet delinquent and except for those contested in good faith and by appropriate
proceedings. The amounts shown on those tax returns fairly present the tax
position of the Borrower and such subsidiaries and the Borrower does not expect
any material adjustments or any amounts shown on such tax returns. Each of the
Borrower and each subsidiary or affiliate has paid, or has provided adequate
reserves (in the good faith judgment of the management of the Borrower) for the
payment of, all foreign, federal and state income and franchise taxes applicable
for all prior fiscal years of the Borrower and for the current fiscal year to
the date hereof. As of the date hereof, no tax lien has been filed, and, to the
knowledge of the Borrower, no claim is being asserted, with respect to any tax,
fee or other charge.

	3.12  All employee benefit plans, as defined in Section 3(3) of ERISA
(defined below) and which are maintained for employees by the Borrower, a
subsidiary or an ERISA Affiliate (defined below) ("Plan"), comply with
all relevant provisions of the Internal Revenue Code of 1986 (the
"Code") and ERISA; no Plan is insolvent or in reorganization; no Plan
has an accumulated or waived funding deficiency or has applied for an extension
of any amortization period within the meaning of Section 412 of the Code;
neither the Borrower nor any subsidiary nor any ERISA Affiliate has incurred any
liability to or on account of a Plan which is a single-employer plan as defined
in Section 4001 (a) (15) of ERISA pursuant to Section 4062, 4063, 4064 or a
multi employer plan pursuant to Sections 515, 4201 or 4204, of ERISA; no
proceedings have been instituted to terminate any plan; and no condition exists
which constitutes a prohibited transaction (as defined in Section 406 of ERISA
or Section 4975 of the Code) or a reportable event (as defined in Section 4043
of ERISA), or which is reasonably expected will result in the Borrower, any
subsidiary or an ERISA Affiliate of incurring a liability to or on account of a
Plan pursuant to any of the foregoing Sections of ERISA or the Code.  As of the
date of this Agreement, the aggregate present value of all accrued benefit
liabilities (as defined in Section 4001(a)(6) of ERISA) of all Plans which were
single-employer plans did not exceed the aggregate current value of all assets
of such Plans based upon estimated actuarial data that has been provided to the
Borrower by the consulting actuaries of the Plans, and as of the date of this
Agreement, there was no withdrawal liability (and would be no withdrawal
liability assuming a complete withdrawal from all such Plans) to any Plan which
is a multi employer plan.



	"ERISA" means the Employee Retirement Income
Security Act of 1974, as amended, and any successor statute of similar import,
together with regulations thereunder, in each case as in effect from time to
time. References to sections of ERISA also refer to any successor sections.

	"ERISA Affiliate" means any person (as defined
in Section 3 (9) of ERISA) (including each trade or business (whether or not
incorporated)) which together with the Company or any Subsidiary would be deemed
to be a "single employer" or a member of the same "controlled
group" of "contributing sponsors" within the meaning of Section
4001 of ERISA

	3.13  The Borrower and its subsidiaries and affiliates
are in compliance with all applicable statutes, regulations and orders of, and
all applicable restrictions imposed by, all governmental bodies, domestic or
foreign, in respect of the conduct of their businesses and the ownership of
their properties, except such noncompliance as would not, in the aggregate,
reasonably be expected to have a material adverse effect on the condition
(financial or otherwise), prospects,  assets or properties of Borrower or any
subsidiary or affiliate.

3.14  The Borrower and its subsidiaries and affiliates have
never conducted business under any names other than those set forth in Item
3.14 of the Disclosure Schedule. The addresses of all offices where any of
the Collateral is located is listed in Item 3.14 of the Disclosure
Schedule.  The chief executive office and the chief place of business for the
Borrower, each of its subsidiaries, and affiliates and the office where each
thereof keeps its books and records, is located at the address specified in
Item 3.14 of the Disclosure Schedule.

	3.15    As of the date the last Financial Information was
received by Lender from Borrower, except to the extent disclosed, reflected or
reserved against therein or in Item 3.15 of the Disclosure Schedule,
Borrower did not have any material liabilities or obligations, known or unknown,
secured or unsecured, whether accrued, absolute, contingent or otherwise. 

	3.16  Since the date the last Financial Information was
received by Lender from Borrower, there has been no material adverse change in
or to the business of Borrower or its subsidiaries or affiliates, or to the
operations, earnings, prospects, liabilities or relationships with suppliers,
distributors or customers of Borrower or its subsidiaries or affiliates.  There
is no presently existing condition with respect to Borrower or its subsidiaries
or affiliates which might be expected to have a material adverse effect on the
business or prospects of Borrower or its subsidiaries or affiliates or the
continued conduct of the business of Borrower or its subsidiaries or Affiliates
after the date of the Closing. 

	3.17  No order, consent, approval, license, authorization
or validation of, or filing, recording or registration with, or exemption by, or
other act by (except as have been obtained or made), any governmental or public
body or authority, or any subdivision thereof, is required to authorize, or is
required in connection with, (a) the execution, delivery and performance by the
Borrower or its subsidiaries or affiliates of any Loan Document or (b) the
legality, validity, binding effect or enforceability against the Borrower or its
subsidiaries or affiliates of any Loan Document.



3.18  Borrower shall use the Loan Proceeds exclusively for commercial reasons
that are expressly approved by Lender in accordance with Section 4.2 below.

3.19    Borrower or its subsidiaries and affiliates (as the case may be) are
the legal and beneficial owner of the Collateral, and the Collateral is free and
clear of all mortgages, security interests, liens, equities, encumbrances and
claims of every kind (collectively, the "Encumbrances") except
for the Encumbrances set forth on Item 4.7 of the Disclosure Schedule and
the liens of the Lender as set forth in this Agreement.  The Collateral is and
will remain free and clear of all Encumbrances of any nature whatsoever, except
for those set forth on Item 4.7 of the Disclosure Schedule and the liens
of the Lender as set forth in this Agreement.






All of the subsidiaries and affiliates of Borrower are wholly owned by
Borrower.





3.21  The security interest and leasehold mortgage in favor of the Borrower
on the real and personal property located at Kenwood Mall, Cincinnati, Ohio, is
a first and best lien on such personal property and leasehold and Borrower has
not and will not allow any Encumbrances on such property to be superior to
Borrower's mortgage and security interest.


		ARTICLE IV
		ADDITIONAL COVENANTS AND OTHER AGREEMENTS

	4.1.	Finder's Fee. Borrower shall pay to
SDKI a cash fee of ten percent (10%) of all the Loan Proceeds disbursed to
Borrower, which amount shall be paid from the proceeds disbursed to
Borrower.




Disbursement Approval.  All disbursements of Loan
Proceeds shall be approved in writing in advance by Lender, in its sole and
absolute discretion.  Prior to any use by the Borrower of the Loan Proceeds, or
any portion thereof, Borrower shall have received Lender's prior written
approval of such use, with such approval being determined by Lender in its sole
and absolute discretion.  Notwithstanding the foregoing provisions of this
Section 4.2, Borrower shall not need any approval from Lender with respect to
its use of the first $50,000 of Loan Proceeds received by Borrower.

Registration Rights.  Within 60 days of the date
hereof, Borrower shall have used its best efforts to cause a registration
statement covering the resale of the shares of Common Stock issuable upon
conversion of the Note, exercise of the purchase rights under the Note, used for
payment of the accrued interest on the Note and  exercise of the Warrants to
have been declared effective by the Securities and Exchange Commission.  All
expenses of such registration, except fees for underwriting discounts and
selling commissions applicable to the resale of such Common Stock by Lender or
the holder of the Warrants, shall be borne by Borrower.  Lender and SDKI (and
their respective assigns) each agree to cooperate with the Borrower in the
preparation and filing of any such registration statement and in the furnishing
of information for inclusion therein, or in any efforts by the Borrower to
establish that the proposed sale is exempt under the Securities Act of 1933, as
amended, as to any proposed distribution.



4.4	Right of First Refusal.  As long as their
exists any principal or interest outstanding under the Note, the Borrower grants
to the Lender a right of first refusal to participate as an investor in any
offering of Borrower's Common Stock, securities convertible into Common Stock or
any other equity securities of the Borrower (collectively, the
"Securities"). If the Borrower receives an executed letter of
intent or term sheet from any third party with respect to a sale or transfer of
Securities that the Borrower is willing to accept, the Borrower shall promptly
give written notice thereof to the Lender, including all essential terms and
conditions of such proposed offering.  The Lender shall then have ten (10) days
after receipt of such written notice to elect to enter into an agreement with
the Borrower to participate in the proposed offering on the same terms and
conditions as set forth in the Borrower's written notice.  If the Lender
declines to exercise its right of first refusal upon written notice from the
Borrower or fails to notify the Borrower within a 10-day period of an election
to invoke its right of first refusal, the Borrower shall have a period of 30
days to enter into an agreement with such third party from whom it has received
an executed letter of intent for the sale or transfer of the Securities on the
exact terms and conditions that were provided to Borrower in the notice.  In the
event that Borrower does not effect a transfer or sale of the Securities within
the specified thirty-day period, the Lender's right of first refusal shall
continue to be applicable to any subsequent sale or transfer of the Securities
by the Borrower. 

4.5.	Approval of Equity and Debt Issuances.
Borrower and its subsidiaries and affiliates shall not issue any securities,
including options to purchase  securities, or take on any debt (other than the
debt reflected by the Note and trade payables incurred in the ordinary course of
business), without Lender's prior written approval, which approval shall be
given in Lender's sole and absolute discretion. 

4.6 	[Intentionally Deleted]

4.7 	Security Agreements.  In connection with the
Loan made pursuant to this Agreement, the Note shall be secured by a first and
best lien in all of the assets of the Borrower and its subsidiaries and
affiliates, including the shares of capital stock and membership interest in
Popmail Network, Inc., Fan Asylum, Inc. and Café Odyssey, LLC
(collectively, the "Collateral"); except for the Collateral set forth
in Item 4.7 of the Disclosure Schedule, which Lender shall have a lien
and security interest in, which shall be subordinated only to those persons or
entities identified in Item 4.7 of the Disclosure Schedule.  Borrower and
its subsidiaries and affiliates shall execute and deliver security agreements,
financing statements, pledge agreements and all other instruments and agreements
required by Lender that provide for a grant by Borrower and its subsidiaries and
affiliates to Lender of a security interest in all of the Collateral.   Borrower
shall take all other steps  necessary to keep such security interest in Lender
perfected and shall take no action to subordinate Lender's security interest to
any other person or entity without Lender's prior written approval.

4.8 	Default Under Loan Document.  In the event
that a default shall exist under any of the Loan Documents, Lender shall be
authorized to proceed with any and all remedies available to Lender thereunder.
A default under any of the Loan Documents shall constitute a default under each
other Loan Document and shall entitle Lender to pursue any and all remedies
under each or any of the Loan Documents.




Reserving Common Stock For Issuance.  The Borrower
shall at all times while the Warrants or the Lender's conversion and purchase
rights as set forth in the Note are outstanding, reserve and keep available out
of its authorized but unissued stock, such number of duly authorized Common
Stock as shall be sufficient to effect the conversion rights and purchase rights
under the Note and Warrants in accordance with their respective
terms.	

Reclassification of Common Stock.  The Borrower
covenants and agrees that in the event its present Common Stock shall be
reclassified, split, combined or otherwise changed, or in case of any
consolidation or merger of the Borrower with or into another corporation as a
result of which holders of Common Stock become entitled to receive securities or
other assets (including cash) with respect to or in exchange for their Common
Stock (other than a merger with a subsidiary in which merger the Borrower is the
continuing corporation and which does not result in any reclassification,
capital reorganization or other change of outstanding shares of Common Stock) or
in case of any sale, lease or conveyance to another corporation of the property
of the Borrower as an entirety or substantially as an entirety, the Borrower
shall make proper provision as a part of the terms of such reclassification,
split, combination, change, consolidation, merger or sale, that the holder of
the Warrants and the Note will thereafter be entitled to convert it into the
same kind and amount of securities (including in that term, stock of any class
or classes) and other assets as may be issuable or distributable by the terms of
such reclassification, split, combination, change, consolidation, merger or
sale.



	4.11  	Financial Statements. The Borrower
shall: (i) Within 45 days of the end of each quarter, furnish Lender with any
and all filings with the Securities and Exchange Commission including but not
limited to Form 10Q, and  a No Default Certificate in the form which in a form
acceptable to Lender; (ii) within 90 days of its fiscal year end, furnish
audited copies of the Borrower's balance sheet, income statement, and statement
of cash flows as well as a copy of Borrower's Form 10K; and (iii) within 30 days
of filing, the Borrower's consolidated federal income tax return.

	4.12	Taxes, Assessments and Liabilities. The
Borrower shall pay all taxes, assessments, and other liabilities when due,
except for those which are contested in good faith. File all required federal,
state and local tax returns on a timely basis.

	4.13	Notice.  The Borrower shall give the
Lender prompt notice of any: (i) default of this or any other agreement or
contract under which the Borrower or any of its subsidiaries or affiliates are
liable; (ii) environmental penalty, claim or dispute involving more than
$25,000.00; (iii) litigation, government proceeding or investigation filed or
threatened against Borrower or any of its subsidiaries or affiliates, Lender its
directors and officers involving more than $25,000.00; (iv) reportable event
under ERISA; or (v) material change in the business prospects or financial
condition of the Borrower or any of its subsidiaries or affiliates.

	4.14	Corporate Existence and Status.  Borrower
shall maintain its and its subsidiaries' and affiliates' corporate existence and
remain in good standing under the laws of each jurisdiction where the Borrower
and its subsidiaries or affiliates are duly qualified to conduct its
business.

	4.15	Protection of Intellectual Property.
Borrower and its subsidiaries and affiliates shall take all measures necessary
to defend and protect the Intangibles, and not commit or permit any action that
may impair the value of the Intangibles.

	4.16	Liens.   Borrower and its subsidiaries and
affiliates shall not create or permit to exist any Encumbrance with respect to
the Collateral, except for liens created in favor of the Lender hereunder.

	4.17	Compliance with Laws.  Borrower and its
subsidiaries and affiliates shall keep, observe, satisfy and not suffer
violations of any and all  laws, statutes, ordinances and/or regulations.
	

	4.18	Operate in the Ordinary Course.  Borrower
and its subsidiaries and affiliates shall continue to operate their respective
businesses in the ordinary and customary course, and not take any actions which
materially alter the nature or scope of their respective businesses as conducted
on the date of the Closing.

	4.19	Further Assurances.  Borrower and its
subsidiaries and affiliates shall provide Lender with such additional
information or documentation as Lender may request from time to time.
	4.20	Lender's Attorney's Fees.  At the Closing,
Borrower shall pay Lender's attorney's fees it has incurred related to the Loan
up to a maximum of $10,000.
ARTICLE V
DEFAULT AND REMEDIES

	5.1.	Events of Default.  The occurrence
of any one or more of the following events or the existence of one or more of
the following conditions shall, upon 30 days written notice to Borrower,
constitute an "Event of Default" under this Agreement provided
that the events set forth in Sections 5.1(a), 5.1(c), 5.1(f), 5.1(e), 5.1(g),
5.1(h), 5.1(k), 5.1(l) 5.1(n) and 5.1(o) shall constitute an Event of Default
immediately upon their occurrence and Lender shall not be required to provide
the 30 days' written notice for any such events:  



		(a)	Borrower shall fail to pay when due any
installment of principal or interest due under the Note, whether due on the date
provided for therein or by acceleration or otherwise, or Borrower shall fail to
pay when due any other amounts due under any of the Loan Documents;

(b)	Any material breach of a representation or warranty made in writing to
Lender by Borrower or its subsidiaries or affiliates made herein, in any Loan
Documents or in connection with the making of the Loan; 

(c)	The breach, default or violation by Borrower or its subsidiaries or
affiliates of any obligation, agreement or covenant contained in Loan Documents
or any other agreements, certificates or writings executed in connection
herewith by Borrower or its subsidiaries or affiliates; unless the same is cued
within any applicable grace period; 

(d)	any material provision of any of the Loan Documents shall at any time
for any reason cease to be in full force and effect or shall be declared to be
null and void; 

(e)	any litigation or proceeding is pending which may materially adversely
affect the ability of Borrower, its subsidiaries or affiliates to perform its
obligations under the Loan Documents; 



(f)	 the failure of the Borrower or its subsidiaries or
affiliates to comply with 


any other covenants or agreements contained in any of the
Loan Documents and not herein specifically referenced, unless the same is cured
within any applicable grace period; 

(g)	a material part of the operations of the Borrower or any of its
subsidiaries or affiliates shall cease for a period of thirty days; 

(h)	the liquidation, termination or dissolution of Borrower or any of its
subsidiaries or affiliates;

(i)	the occurrence of an event of default (as defined therein) in any of
the Loan Documents other than this Agreement;

(j)	the occurrence of any of the following transactions concerning the
Borrower without the prior written consent of the Lender (which shall be given
in its sole and absolute discretion): (i) the acquisition of the Borrower by
another entity by means of any transaction or series of related transactions
(including, without limitation, the transfer of more than 50% of the voting
power of the Borrower, reorganization, merger, consolidation); or (ii) a sale of
all or substantially all of the assets of the Borrower; unless the Borrower's
shareholders of record as constituted immediately prior to such acquisition or
sale will, immediately after such acquisition or sale (by virtue of securities
issued as consideration for the Borrower's acquisition or otherwise) hold at
least 50% of the voting power of the surviving or acquiring entity;

(k)	the issuance of any securities by Borrower's subsidiaries and
affiliates without the prior written consent of the Lender; 

(l)	the occurrence of any of the following transactions concerning the
Borrower's subsidiaries or affiliates without the prior written consent of the
Lender: (i) the acquisition (in whole or in part) of any subsidiary or affiliate
of the Borrower by another entity or person by means of any transaction or
series of related transactions (including, without limitation, the stock
purchase, stock issuance, reorganization, merger, consolidation); or (ii) a sale
of all or substantially all of the assets of the Borrower; 

(m)	Borrower's Common Stock is de-listed from the Nasdaq National or
SmallCap Market Systems; or 

(n)	if Lender shall reasonably deem itself to be insecure; or

(o)	the occurrence of an event which, with notice, lapse of time or both,
would constitute a default or event of default under the Loan Agreement dated as
of December 1, 2000, as amended, among GSI Ventures, LLC, Borrower, SDKI, PNI,
FAI,  and COL or the other loan documents relating to such loan.  



	5.2.	Remedies.  Upon the
occurrence of any Event of Default hereunder as above provided, and at any time
thereafter, all principal, interest and other amounts payable under the Note
shall, at the option of Lender, become immediately due and payable without
presentment, demand, protest or other notice of any kind, all of which are
expressly waived by Borrower.  Lender may proceed with every remedy available at
law or in equity or provided for in the Loan Documents or in any other document
executed in connection with the Loan, in such order or sequence as Lender may
determine in its sole discretion, including concurrently, independently, or
successively, and all expenses incurred by Lender in connection with any remedy
shall be deemed indebtedness of Borrower to Lender including, but not limited
to, reasonable attorneys' fees incurred by Lender.  
ARTICLE VI
GENERAL PROVISIONS

	6.1.	Amendments.  No provision or term
of the Loan Documents may be amended, modified, revoked, supplemented, waived or
otherwise changed except by a written instrument duly executed by the party from
whom enforcement is sought.  

	6.2.	Borrower Not Released.  Without
affecting any obligation of Borrower under this Agreement, Lender without notice
or demand may renew, extend or otherwise change the terms and conditions of the
Loan.  

	6.3.	Severability.  Whenever possible,
each provision of the Loan Documents shall be interpreted so as to be effective
and valid under New York law.  Should any provision, covenant or agreement
contained in the Loan Documents be deemed invalid, illegal or unenforceable in
any jurisdiction, the validity, legality and enforceability of the remaining
provisions of the Loan Documents shall not be impaired thereby, nor shall the
validity, legality or enforceability of any such defective provision be in any
way affected or impaired in any other jurisdiction.  

	6.4.	Successors and Assigns Bound;
Assignment.  The covenants and agreements contained herein shall bind the
parties hereto and each of their respective successors and assigns.  Borrower
may not assign this Agreement without the prior written consent of Lender.
Subject to the foregoing restriction, this Agreement shall inure to the benefit
of Lender and SDKI, their successors and assigns.  

	6.5.	No Third Party Benefits.  This
Agreement is made for the sole benefit of Borrower, Lender, PNI, FAO, COL, SDKI
and their respective successors and assigns, and no other person or persons
shall have any rights or remedies under or by reason of this Agreement.  

	6.6.	Headings.  The captions and
headings of the paragraphs in the Agreement are for convenience only and are not
used to interpret or define the provisions of the Agreement.  

	6.7.	Governing Law.  This Agreement and
the Loan Documents or any other documents executed in connection with the loan
shall be governed by and interpreted in accordance with the laws of the State of
New York, without regard to New York's conflict of laws principles.  

	6.8.	Conflict.  Should any provision of
any other Loan Documents conflict with any provision of this Agreement, the
provision selected by Lender, in its sole discretion, shall govern and shall be
controlling.  

6.9 	Jurisdiction.  Borrower, by its execution
hereof (i) hereby irrevocably submits to the exclusive jurisdiction of the State
of New York and to the exclusive jurisdiction of the United States District
Court for the Southern District of New York for the purpose of any suit, action
or other proceeding arising out of or based upon this Agreement, the Collateral
or the Loan Documents or the subject matter hereof or thereof brought by Lender,
any holder of the obligations of Borrower under the Loan Documents or their
respective successors or assigns, and (ii) agrees not to assert, by way of
motion, as a defense or otherwise, in any such proceeding, any claim that
Borrower is not subject personally to the jurisdiction of the above-named
courts, that Borrower's property is exempt or immune from attachment or
execution, that any such proceeding brought in one of the above-named courts is
brought in an inconvenient forum, that the venue of any such proceeding brought
in one of the above-named courts in improper, or that this Agreement, the
Collateral or any of the Loan Documents, or the subject matter hereof or
thereof, may not be enforced in or by such court.

6.10	Waiver of Jury.  LENDER AND BORROWER HEREBY
VOLUNTARILY, KNOWINGLY AND INTENTIONALLY WAIVE ANY AND ALL RIGHTS TO TRIAL BY
JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING UNDER THIS AGREEMENT OR
CONCERNING THE LOAN DOCUMENTS AND/OR ANY COLLATERAL CONTEMPLATED THEREBY,
REGARDLESS OF WHETHER SUCH ACTION OR PROCEEDING CONCERNS ANY CONTRACTUAL OR
TORTIOUS OR OTHER CLAIM.  BORROWER ACKNOWLEDGES THAT THIS WAIVER OF JURY TRIAL
IS A MATERIAL INDUCEMENT TO LENDER IN EXTENDING CREDIT, THAT LENDER WOULD NOT
HAVE EXTENDED SUCH CREDIT WITHOUT THIS JURY TRIAL WAIVER, AND THAT BORROWER HAS
BEEN REPRESENTED BY AN ATTORNEY OR HAS HAD AN OPPORTUNITY TO CONSULT WITH AN
ATTORNEY IN CONNECTION WITH THIS JURY TRIAL WAIVER AND UNDERSTANDS THE LEGAL
EFFECT OF THIS WAIVER.

	6.11	Obligations of Subsidiaries of Borrower.
PNI, FAI and COL all acknowledge and agree that each of them shall be bound by
Section 4.8 and all obligations, covenants, representations and warranties that
reference any subsidiary or affiliate of Borrower as if such obligations,
covenants, representations and warranties were fully made by them.  PNI, FAI and
COL further acknowledge and agree that each of them shall receive a material
benefit from the Loan received by Borrower from Lender because without it, PNI,
FAI and COL would no longer be able to continue their business as currently
operated.  The obligations of PNI, FAI and COL hereunder were a material
inducement to Lender to enter into this Agreement.

	6.12	Counterparts.  This Agreement may be
executed in one or more counterparts, each of which shall de deemed to be an
original but all of which together will constitute one and the same instrument.
This Agreement may be executed by facsimile signatures which shall have the same
force and effect as original signatures.

	6.13	Entire Agreement.  This Agreement and all
documents and agreements referred to in this Agreement supersede all prior
understandings, agreements and discussions between the parties concerning this
subject matter, with such prior understandings, agreements and discussions
between the parties being merged into this Agreement, and constitutes the entire
agreement between the parties with regard to this subject matter.

	6.14	Survival.  All of the obligations,
covenants, representations and warranties of Borrower and its subsidiaries and
affiliates shall survive the Closing and any subsequent Closing.

ARTICLE VII

CONDITIONS TO THE CLOSING

7.1	The obligation of Lender to complete the Closing is
subject to the satisfaction of each of the following conditions:

		(i)	Receipt of certified resolutions of Borrower
and its subsidiaries and affiliates authorizing the Loan and the grant of the
security interest in the Collateral to Lender;

		(ii)	Execution of the Loan Documents by Borrower
and its subsidiaries and affiliates, including the Note representing the
proceeds being disbursed at the Closing; 

		(iii)	Receipt of  Borrower's certified resolutions
authorizing the issuance and reservation of shares of Common Stock upon the
exercise of the Warrants and the conversion rights set forth in the Note in a
form satisfactory to Lender.

[Signature Page to Follow]


IN WITNESS WHEREOF, the parties hereto executed this Loan
Agreement as of the date first written above.
BORROWER:
POPMAIL.COM, INC., 

By:						

Its:___________________________

PMI:
POPMAIL NETWORK, INC.

By:						

Its:___________________________

LENDER:
THE SHAAR FUND LTD.,




By:	Shaar Advisory Services, N.V. (the advisor to The
Shaar Fund Ltd.)


By:						

Name:	W.J.Langeveld

Title:		Managing Director

FAI:
FAN ASYLUM, INC.

By:						

Its:___________________________

SDKI:
SDK INVESTMENTS, INC., 

By:						

Stephen D. King
President

COL:
CAFE ODYSSEY, LLC

By:						

Its:___________________________
DISCLOSURE SCHEDULE

ITEM 3.1 	SUBSIDIARIES AND AFFILIATES

ITEM 3.6	LITIGATION





ITEM 3.14 	NAMES OF BUSINESSES; ADDRESSES WHERE COLLATERAL LOCATED;
PRINCIPAL OFFICE ADDRESS OF BORROWER, SUBSIDIARIES AND AFFILIATES

ITEM 3.15	CONTINGENT LIABILITIES





ITEM 4.7	ENCUMBRANCES ON COLLATERAL



113679.5

SCHEDULE 3.1
Subsidiaries and Affiliates




Fan Asylum, Inc.
Popmail Network, Inc.
Cafe Odyssey, LLC
Schedule 3.6
Litigation

The Company entered into a bridge loan transaction on or about October 6,
2000, in which it issued a promissory note in favor of Great Western Business
Services in the principal amount of $600,000.  The note was payable in 30 days
and was secured by certain computer equipment owned by the Company.
Additionally, the lender obtained a "contingent" security interest in
the Company's units of Cafe Odyssey, LLC, which vested upon an event of default
thereunder.  The Company has failed to repay the note and the lender has
recently given the Company notice of such default.  Additionally, the lender has
informed the Company that it intends to retrieve the collateral as soon as is
practicable.  The lender has not given any notice or otherwise communicated to
the Company its intentions with respect to its interest in the Cafe Odyssey
units.   Cafe Odyssey, LLC currently has no assets.

On September 13, 2000, the Company received a Nasdaq Staff Determination
which indicates that the Company fails to comply with its common stock
maintaining a minimum bid price of $1.00 over the previous 30 consecutive
trading days as required by Marketplace Rule 4310 (c)(4). Therefore, in
accordance with Marketplace Rule 4310 (c)(8)(B), PopMail.com was provided 90
calendar days, or until December 12, 2000 to regain compliance with the Rule
for continued listing. There can be no assurances the Panel will grant the
Company's request for continued listing.  The Company has requested a hearing
with Nasdaq to appeal its determination to delist the Company's common stock,
which is scheduled for January 11, 2001.

On August 9, 2000, a lawsuit was filed against Fan Asylum, Inc. and Tim
McQuaid relating to an automobile accident.  The plaintiff in the action seeks
damages in excess of $25,000.  The Company has no other information concerning
this matter at the present time.


Schedule 3.14
Names of Businesses and Addresses






Fan Asylum, Inc.
1250 Folsom Street
San Francisco, CA  94103

Popmail Network, Inc.
1333 Corporate Drive, Suite 350
Irving, TX  75038

Café Odyssey, LLC






500 16th St. Suite 350
Denver, CO  80202



4. 	Cafe Odyssey	
	320 South Avenue
	Mall of America
	Bloomington, MN  55425


Schedule 3.15
Contingent Liabilities

The Kenwood Restaurant opened in December 1996 under the name
Hotel Discovery and was closed by the Company in August 1999. In November 1999,
the Company assigned the related lease (described below) in connection with the
pending sale of restaurant assets to a third party, who subsequently reopened
the restaurant under another name and continues to operate the same. The
property is approximately 17,000 square feet in size on three levels and is
located at the northeast corner of Sycamore Plaza at Kenwood Shopping Center in
Cincinnati, Ohio. Although the third party has paid all payments due under the
lease since November 1999, the Company remains primarily obligated under the
lease. 

The initial term of the lease is 15 years with an option for
two additional five-year periods. The lease provides for the payment of both a
monthly fixed minimum rent and a percentage rent based on gross sales in excess
of an escalating base amount. The monthly fixed minimum rent is $12,833 for the
first five years of the initial lease term, $14,117 for the sixth through tenth
years of the initial lease term, $15,400 for the eleventh through fifteenth
years of the initial lease term.

In addition to the fixed minimum rent, the lease provides for
the payment of a percentage rent equal to 4% of the gross sales from the
restaurant in excess of the following annual gross sales amounts; $3,850,000 for
the first five years of the initial lease term, $4,235,000 for the sixth through
tenth years of the initial lease term, $4,620,000 for the eleventh through
fifteenth years of the initial lease term. No percentage rent was paid in 1998
or 1999. In addition to the fixed minimum rent and percentage rent, the Company
is required to pay its proportionate share of common area maintenance costs;
taxes, insurance, maintenance and operating costs. 
Schedule 4.7
Encumbrances

See Schedule 3.6.



















EX-10.61
33
exh1061.htm
EXHIBIT













Exhibit 10.61



NEITHER THIS NOTE NOR THE SHARES OF COMMON STOCK ISSUABLE
UPON CONVERSION HEREUNDER HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION (TOGETHER, THE
"SECURITIES LAWS") AND MAY NOT BE OFFERED FOR SALE, SOLD OR
OTHERWISE  TRANSFERRED  OR  ENCUMBERED  IN  THE  ABSENCE  OF COMPLIANCE WITH
SUCH SECURITIES LAWS AND UNTIL THE COMPANY (AS DEFINED HEREIN) THEREOF SHALL
HAVE RECEIVED AN OPINION FROM COUNSEL REASONABLY ACCEPTABLE TO IT THAT THE
PROPOSED DISPOSITION WILL NOT VIOLATE ANY APPLICABLE SECURITIES LAWS.  

POPMAIL.COM, INC.

CONVERTIBLE PROMISSORY NOTE
WITH COGNOVIT PROVISION

	Irving, Texas
$200,000.00	December 21, 2000

	THIS CONVERTIBLE PROMISSORY NOTE (the
"Note") is a duly authorized Convertible Promissory Note of
PopMail.com., inc., a corporation duly organized and existing under the laws of
the State of Minnesota (the "Company"), designated as its 12%
Convertible Promissory Note Due January 5, 2002, in an aggregate principal
amount not exceeding U.S. $200,000 (the "Note").

	FOR VALUE RECEIVED, the Company promises to pay to
The Shaar Fund Ltd. ("Holder"), in lawful money of the United
States of America, the principal sum of Two Hundred Thousand Dollars
($200,000.00), together with interest in arrears on the unpaid principal balance
at a rate equal to Twelve Percent (12%) per annum, in the manner provided below.
Interest shall be calculated on the basis of a 360-day year of twelve 30-day
months and accrued on a daily basis for the actual number of days elapsed from
the date hereof on the principal balance from time to time outstanding as
hereinafter provided.

1.	Payments.

 	1.1	Principal and Interest. Accrued interest
under this Note shall be due and payable in quarterly installments on February
1, 2001, May 1, 2001, August 1, 2001 and November 1, 2001 and the entire
outstanding principal balance of the Note, together with all accrued but unpaid
interest thereon, shall be due and payable in full on January 5, 2002 (the
"Maturity Date"). Notwithstanding anything to the contrary
contained herein, upon Holder's consent, which shall be made in its sole and
absolute discretion, Company may pay any portion of the quarterly installments
of accrued interest payable hereunder with shares of Company's common stock, par
value $.01 per share (the "Common Stock").  The value of the
Common Stock used to pay any such quarterly installments of accrued interest
shall be determined by the closing sale price of the Common Stock as reported by
Nasdaq on the preceding trading day before the quarterly installment is
paid.

1.2	Manner of Payment.  Except as otherwise
provided herein, all payments of principal and interest on this Note shall be
made in immediately available funds.  If any payment of principal or interest on
this Note is due on a day which is not a Business Day, such payment shall be due
on the next succeeding Business Day, and such extension of time shall not be
taken into account in calculating the amount of interest payable under this
Note.  "Business Day" means any day other than a Saturday,
Sunday or legal holiday in the State of New York.

1.3	Prepayment.  The Company may, without premium
or penalty, at any time and from time to time, prepay all or any portion of the
outstanding principal balance due under this Note, provided that each such
prepayment is accompanied by the accrued interest on the amount of principal
prepaid calculated to the date of such prepayment.  The Company shall provide
Holder with not less than fifteen (15) days written notice prior to such
prepayment.  In the event a transaction described in Section 4.3 hereof is
contemplated prior to or contemporaneous with prepayment, said written notice
shall include the information specified in the notice made pursuant to Section
4.3 hereof.  
1.4	Default Interest.  Upon the occurrence of an
Event of Default (as defined below), this Note shall accrue interest at a
default rate of interest equal to the lesser of 18% per annum or the maximum
rate permitted under New York Law.

2.	Default.

	2.1	Event of Default.  The occurrence of any
one or more of the following events with respect to Company shall, upon 30 days'
written notice to the Company, constitute an event of default hereunder
("Event of Default") provided that, the events set forth in
Sections 2.1(a), 2.1(b), 2.1(c) and 2.1(d) shall constitute an Event of Default
immediately upon their occurrence and Lender shall not be required to provide
the 30 days written notice for any such event:

(a)	If Company shall fail to pay when due any payment of
principal or interest or other amount due on this Note.

(b)	If, pursuant to or within the meaning of the United
States Bankruptcy Code or any other federal or state law relating to insolvency
or relief of debtors (a "Bankruptcy Law"), the Company shall
(i) commence a voluntary case or proceeding; (ii) consent to the entry of an
order for relief against it in an involuntary case; (iii) consent to the
appointment of a trustee, receiver, assignee, liquidator or similar official;
(iv) make an assignment for the benefit of its creditors; or (v) admit in
writing its inability to pay its debts as they become due.







If a court of competent jurisdiction enters an order or
decree under any Bankruptcy Law that (i) is for relief against the Company in an
involuntary case, (ii) appoints a trustee, receiver, assignee, liquidator or
similar official for the Company or substantially all of the Company=s
properties, or (iii) orders the liquidation of the Company, and in each case the
order or decree is not dismissed within  30 days.





	(d)  	If an event of default occurs as defined in that
certain Loan Agreement executed on or about December 21, 2000 by and between the
Company, Holder, the Company's subsidiaries and SDK Investments, Inc. (the
"Loan Agreement") or an event of default occurs as defined in
any of the Loan Documents, regardless of whether or not such event of default is
caused by Company or any of its subsidiaries or affiliates who are a party to
the Loan Agreement or the Loan Documents.

	(e) 	A breach of any obligation or covenant of Company
set forth in this Note.







Any representation or warranty made in writing to
Holder by Company made in this Note or in connection with the making of the Loan
shall prove at any time to have been incorrect or materially misleading when
made.








Notice by the Company. The Company shall notify
Holder in writing within five days after the occurrence of any Event of Default
of which the Company acquires knowledge.

Remedies.  Upon the occurrence of any Event
of Default hereunder as above provided, and at any time thereafter, all
principal, interest and other amounts payable under this Note shall, at the
option of Holder, become immediately due and payable without presentment,
demand, protest or other notice of any kind, all of which are expressly waived
by Company.  Holder may proceed with every remedy available at law or in equity
or provided for in the Loan Documents or in any other document executed in
connection with the Loan, in such order or sequence as Holder may determine in
its sole discretion, including concurrently, independently, or successively, and
all expenses incurred by Holder in connection with any remedy shall be deemed
indebtedness of Company to Holder including, but not limited to, reasonable
attorneys' fees incurred by Holder.



3.	Conversion.




Holder Conversion.  









The Holder shall have the right, at the Holder's option,
at any time prior to payment in full of the principal balance of this Note, to
convert this Note, in accordance with the provisions of Section 3.2 hereof, in
whole or in part, into fully paid and nonassessable shares of Common Stock (the
"Common Stock") of the Company.  The number of shares of Common
Stock into which this Note may be converted ("Conversion
Shares") shall be determined by dividing: [A] the sum of (i) the
outstanding principal amount of the Note to be converted, (ii) all accrued
interest thereon to the date of conversion, and (iii) all other indebtedness
Company owes Holder under this Note, by [B] the amount equal to 140% of the
"Market Price" of the Common Stock (the "Conversion
Price"). 





 		(b) 	Notwithstanding Section 3.1(a), in the event
that Company has paid any amount it owes to Holder pursuant to this Note
("Partial Payment"), then from the date of the Partial Payment
for a period of 90 days, Holder shall have the right to purchase at a strike
price equal to the Conversion Price (the "Purchase Price") a
certain number of shares of the Common Stock (the "Purchase
Right").  The number of shares of Common Stock that Holder may purchase
shall be determined by dividing the Partial Payment by the Conversion Price.
For purposes of this Note, any shares of Common Stock that Holder purchases
pursuant to its Purchase Right shall be considered Conversion Shares.  The
Purchase Right may be exercised by Holder, in whole or in part, by written
notice to the Company, together with payment by Holder to the Company of the
Purchase Price in immediately available funds.

3.2	Conversion Procedure.

(a)	Notice of Conversion and Purchase Right
Pursuant to Section 3.1.  Before the Holder shall be entitled to convert
this Note into shares of Common Stock, it shall surrender this Note at the
office of the Company and shall give written notice  in the form attached hereto
as Exhibit A (the "Holder Conversion Notice") to the
Company at its principal corporate office, of the election to convert all or a
portion of this Note pursuant to Section 3.1(a).  If this Note is converted in
part only, the Company shall execute and deliver a new note to the Holder
thereof in the principal amount equal to the portion of this Note not so
converted.  Before the Holder may exercise its Purchase Right, it shall give
written notice to the Company at its principal corporate office, of its exercise
of its Purchase Right pursuant to Section 3.1(b) prior to the expiration of the
90-day period the Purchase Right is available.







Mechanics and Effect of Conversion.  No
fractional shares of Common Stock shall be issued upon conversion of this Note
or exercise of the Purchase Right.  Upon the conversion of this Note pursuant to
Section 3.1(a) above, the Holder shall surrender this Note, duly endorsed, at
the principal office of the Company.  At its expense, the Company shall, as soon
as practicable after receiving the Holder Conversion Notice or notice of
Holder's exercise of its Purchase Right, issue and deliver to such Holder at
such principal office a certificate or certificates for the number of shares of
Common Stock to which the Holder shall be entitled upon such conversion or
purchase (bearing such legends as are required by the Loan Agreement or
applicable state and federal securities laws in the opinion of counsel to the
Company), together with a new note for the principal amount of the Note that was
not converted, if any.  Upon conversion of all or a portion of this Note, the
Company shall be forever released from all its obligations and liabilities under
this Note, to the extent of the principal amount so converted.

Market Price.  The term "Market
Price" shall mean the lower of (i) the lowest trade of the Company's
Common Stock as reported by Nasdaq or (ii) the lowest price for which the
Company sells a share of Common Stock, each determined during the period
commencing thirty (30) days prior to the date of the Closing and ending thirty
(30) days after the date of the Closing.  





3.3	Limitations on Conversion.  Unless the Company
shall have obtained the approval of its voting shareholders to such issuance in
accordance with the rules of Nasdaq or any other stock market rules with which
the Company shall be required to comply, but only to the extent required
thereby, the Company shall not issue shares of its Common Stock (i) upon
conversion of any of the principal sum outstanding hereunder, or (ii) as
interest on the principal sum due hereunder, if such issuance of Common Stock,
when added to the number of shares of Common Stock previously issued by the
Company (x) upon conversion of the principal sum due under the Note and (y) in
payment of interest due under the Note, would equal or exceed 20 percent of the
number of shares of the Company's Common Stock that were issued and outstanding
on the date hereof (the "Maximum Issuance Amount").  In the
event that a properly executed Holder Conversion Notice is received by the
Company which would require the Company to issue shares of Common Stock equal to
or in excess of the Maximum Issuance Amount, the Company shall honor such
conversion request by (a) converting the amount of the principal and interest
stated in such conversion notice that is not in excess of the Maximum Issuance
Amount and (b) paying the remaining principal and interest due requested by
Holder to be converted; provided that, Company shall first use its best efforts
to obtain as soon as practicable after obtaining a Holder Conversion Notice the
approval of its voting shareholders to issue Conversion Shares in excess of the
Maximum Issuance Amount.

4.	Anti-Dilution Adjustments.

4.1	Adjustments for Stock Splits and Subdivisions.
In the event the Company should at any time or from time to time after the date
of issuance hereof fix a record date for the effectuation of a split or
subdivision of the outstanding shares of Common Stock or the determination of
holders of Common Stock entitled to receive a dividend or other distribution
payable in additional shares of Common Stock or other securities or rights
convertible into, or entitling the holder thereof to receive directly or
indirectly, additional shares of Common Stock (hereinafter referred to as
"Common Stock Equivalents") without payment of any consideration by
such holder for the additional shares of Common Stock or the Common Stock
Equivalents (including the additional shares of Common Stock issuable upon
conversion or exercise thereof), then, as of such record date (or the date of
such dividend distribution, split or subdivision if no record date is fixed),
the Conversion Price of this Note shall be appropriately decreased so that the
number of shares of Common Stock issuable upon conversion of this Note shall be
increased in proportion to such increase of outstanding shares.

4.2	Adjustments for Reverse Stock Splits. 
If the number of shares of Common Stock outstanding at any time after the date
hereof is decreased by a combination of the outstanding shares of Common Stock
through a reverse stock split, then, following the record date of such
combination, the Conversion Price for this Note shall be appropriately increased
so that the number of shares of Common Stock issuable on conversion of this Note
shall be decreased in proportion to such decrease in outstanding shares.

4.3	Adjust for Reorganization, Reclassification, Merger
and Sale.  If any capital reorganization or reclassification of the capital
stock of the Company, or consolidation or merger of the Company with another
corporation, or the sale of all or substantially all of its assets to another
corporation shall be effected in such a way that holders of the Company's Common
Stock shall be entitled to receive stock, securities or assets with respect to
or in exchange for such common shares, then, as a condition of such
reorganization, reclassification, consolidation, merger or sale, the Holder
shall have the right to convert and receive upon the basis and upon the terms
and conditions specified in this Note and in lieu of the shares of the Common
Stock of the Company immediately theretofore convertible and receivable upon the
exercise of the rights represented hereby, such shares of stock, other
securities or assets as would have been issued or delivered to the Holder as if
it had exercised this Note and had received such shares of common stock prior to
such reorganization, reclassification, consolidation, merger or sale.  The
Company shall not effect any such consolidation, merger or sale, unless prior to
the consummation thereof the successor corporation (if other than the Company)
resulting from such consolidation or merger or the corporation purchasing such
assets shall assume by written instrument executed and mailed to the registered
Holder of this Note at the last address of such Holder appearing on the books of
the Company, the obligation to deliver to such Holder such shares of stock,
securities or assets as, in accordance with the foregoing provisions, such
Holder may be entitled to convert.

4.4	Other Adjustment.  If the Company takes
any other action, or if any other event occurs which does not come within the
scope of the provisions of Sections 4.1 through 4.3, but which should result in
an adjustment in the Conversion Price and/or the number of shares subject to
this Note in order to fairly protect the purchase rights of the Holder, an
appropriate adjustment in such purchase rights shall be made by the Company.

4.5	Reservation of Stock Issuable Upon Conversion.
The Company shall at all times reserve and keep available out of its authorized
but unissued shares of Common Stock solely for the purpose of effecting the
issuance of the Conversion Shares such number of its shares of Common Stock as
shall from time to time be sufficient to issue the Conversion Shares; and if at
any time the number of authorized but unissued shares of Common Stock shall not
be sufficient to effect the issuance of the Conversion Shares,  in addition to
such other remedies as shall be available to the holder of this Note, the
Company will use its best efforts to take such corporate action as may, in the
opinion of Holder's counsel, be necessary to increase its authorized but
unissued shares to such number of shares as shall be sufficient for such
purposes.

5.	Miscellaneous.

5.1	Waiver.  The rights and remedies of Holder
under this Note shall be cumulative and not alternative.  No waiver by Holder of
any right or remedy under this Note shall be effective unless in a writing
signed by Holder.  Neither the failure nor any delay in exercising any right,
power or privilege under this Note will operate as a waiver of such right, power
or privilege and no single or partial exercise of any such right, power or
privilege by Holder will preclude any other or further exercise of such right,
power or privilege or the exercise of any other right, power or privilege.  To
the maximum extent permitted by nonwaivable applicable law, (a) no claim or
right of Holder arising out of this Note can be discharged by Holder, in whole
or in part by a waiver or renunciation of the claim or right unless in a
writing, signed by Holder; (b) no waiver that may be given by Holder will be
applicable except in the specific instance for which it is given; and (c) no
notice to or demand on the Company will be deemed to be a waiver of any
obligation of the Company or of the right of Holder to take further action
without notice or demand as provided in this Note.  The Company hereby waives
presentment, demand, protest and notice of dishonor and protest.

5.2	Notices.  The Company shall give any notice
required or permitted to be given hereunder to the Holder or the Holder to the
Company in accordance with the Loan Agreement. 

5.3	Severability.  If any court of competent
jurisdiction holds any provision in this Note invalid or unenforceable, the
other provisions of this Note will remain in full force and effect. Any
provision of this Note held invalid or unenforceable only in part or degree will
remain in full force and effect to the extent not held invalid or
unenforceable.

5.4	Governing Law.  This Note will be governed by
the laws of the State of New York without regard to conflicts of laws
principles.

5.5	Parties in Interest; Assignment.  This Note
shall bind the Company and its successors and assigns.  Subject to the
provisions of the legend on this Note, the Holder may assign this Note upon
providing Company notice of such assignment.




Section Headings, Construction.  The headings of
Sections in this Note are provided for convenience only and will not affect its
construction or interpretation.  All references to "Section" or
"Sections" refer to the corresponding Section or Sections of this Note
unless otherwise specified.



5.7  	Capitalized Terms.  All capitalized terms
used in this Note and not defined herein shall have the same meaning as in the
Loan Agreement.  
	5.8	Gender.  All words used in this Note will
be construed to be of such gender or number, as the circumstances require.
Unless otherwise expressly provided, the words "hereof" and
"hereunder" and similar references refer to this Note in its entirety
and not to any specific section or subsection hereof.

	5.9 	 JURY WAIVER.  THE UNDERSIGNED AND HOLDER
(BY ITS ACCEPTANCE HEREOF) HEREBY VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND
UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY
DISPUTE (WHETHER BASED UPON CONTRACT TORT OR OTHERWISE) BETWEEN OR AMONG THE
UNDERSIGNED AND HOLDER ARISING OUT OF OR IN ANY WAY RELATED TO THIS DOCUMENT,
ANY OTHER RELATED DOCUMENT, OR ANY RELATIONSHIP BETWEEN HOLDER AND THE
UNDERSIGNED.  THIS PROVISION IS A MATERIAL INDUCEMENT TO HOLDER TO PROVIDE THE
FINANCING DESCRIBED HEREIN OR IN THE OTHER LOAN DOCUMENTS.

5.10	Jurisdiction.  Company, by its execution
hereof (i) hereby irrevocably submits to the exclusive jurisdiction of the State
of New York and to the exclusive jurisdiction of the United States District
Court for the Southern District of New York for the purpose of any suit, action
or other proceeding arising out of or based upon this Note, the Loan Agreement
or any Loan Document or the subject matter hereof or thereof brought by Holder
or its successors or assigns, and (ii) agrees not to assert, by way of motion,
as a defense or otherwise, in any such proceeding, any claim that Company is not
subject personally to the jurisdiction of the above-named courts, that Company's
property is exempt or immune from attachment or execution, that any such
proceeding brought in one of the above-named courts is brought in an
inconvenient forum, that the venue of any such proceeding brought in one of the
above-named courts in improper, or that this Note, the Loan Agreement or any
Loan Document, or the subject matter hereof or thereof, may not be enforced in
or by such court.

CONFESSION OF JUDGMENT.  UPON AN EVENT OF DEFAULT,
COMPANY HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY-AT-LAW TO APPEAR
IN ANY COURT OF RECORD AND TO CONFESS JUDGMENT AGAINST COMPANY FOR THE UNPAID
AMOUNT OF THIS NOTE, PLUS ATTORNEYS' FEES AS PROVIDED IN THIS NOTE, PLUS COSTS
OF SUIT, AND TO RELEASE ALL ERRORS, AND WAIVE ALL RIGHTS OF APPEAL.   IF A COPY
OF THE NOTE, VERIFIED BY AN AFFIDAVIT, SHALL HAVE BEEN FILED IN THE PROCEEDING,
IT WILL NOT BE NECESSARY TO FILE THE ORIGINAL AS A WARRANT OF ATTORNEY.  COMPANY
WAIVES THE RIGHT TO ANY STAY OF EXECUTION AND THE BENEFIT OF ALL EXEMPTION LAWS
NOW OR HEREAFTER IN EFFECT. NO SINGLE EXERCISE OF THE FOREGOING WARRANT AND
POWER TO CONFESS JUDGMENT WILL BE DEEMED TO EXHAUST THE POWER, WHETHER OR NOT
ANY SUCH EXERCISE SHALL BE HELD BY ANY COURT TO BE INVALID, VOIDABLE, OR VOID;
BUT THE POWER WILL CONTINUE UNDIMINISHED AND MAY BE EXERCISED FROM TIME TO TIME
AS HOLDER MAY ELECT UNTIL ALL AMOUNTS OWING ON THIS NOTE HAVE BEEN PAID IN
FULL.

WARNING - BY SIGNING THIS PAPER YOU GIVE UP YOUR
RIGHT TO NOTICE AND COURT TRIAL.  IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY
BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN
BE USED TO COLLECT FROM REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE
CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY
WITH THE AGREEMENT, OR ANY OTHER CAUSE.


IN WITNESS WHEREOF, the Company has executed and
delivered this Note as of the date first stated above.

POPMAIL.COM, INC.


By:______________________________
Title:____________________________



Acknowledged and agreed to this 
21st day of December, 2000.


THE SHAAR FUND LTD.,



By:	Shaar Advisory Services, N.V.

 (the advisor to The Shaar Fund Ltd.)


By:  						


Name:   W. J. Langeveld

Title:      Managing Director





	EXHIBIT A



NOTICE OF CONVERSION
AT THE ELECTION OF THE HOLDER

(To Be Signed Only Upon Conversion of Note)


TO POPMAIL.COM, INC.

The undersigned, the holder of the foregoing Note, hereby
surrenders such Note for conversion into shares of Common Stock of POPMAIL.COM,
INC., to the extent of $_____ of the unpaid principal amount of such Note, and
requests that the certificates for such shares be issued  in  the  name  of,
and  delivered  to,  ______________  whose  address  is
________________________________.  


Dated: __________________________________



_________________________________














 (Signature must conform in all respects to 













name of holder as specified on the face of 
the Note)



_________________________________
(Address)


EX-10.62
34
exh1062.htm
EXHIBIT











Exhibit 10.62


AMENDMENT NO. 2 TO THE LOAN AGREEMENT AND NOTES


	This Amendment No. 2 to the Loan Agreement and Notes is entered into
on February 8, 2001 by and among GSI Ventures, LLC, an Ohio limited liability
company ("Lender") PopMail.com, inc., a Minnesota corporation (the
"Borrower"), SDK Investments, Inc., an Ohio corporation ("SDKI"),
PopMail Network, Inc., a Texas corporation ("PNI"), Fan Asylum, Inc., a
California corporation ("FAI"), Café Odyssey, LLC, a Minnesota
limited liability company ("COL") to amend (i) that certain Loan
Agreement dated December 1, 2000, as amended on December 8, 2000, by and between
the parties hereto, and (ii) the Notes (as defined below). 

	In consideration of the mutual covenants and agreements contained herein
and other good and valuable consideration, the receipt, sufficiency and adequacy
of which are hereby acknowledged, the parties hereby covenant and agree as
follows:



Amendment to Agreement. The parties do hereby agree to amend the
Agreement as follows:



New Section 2.4.  A new Section 2.4 is hereby added to the Agreement
immediately following Section 2.3 and reads as follows:








Particular Provisions in the Warrants.  The Lender Warrant issued
pursuant to this Agreement shall include a provision that, at the sole
discretion of the Lender, allows for the issuance of shares of Common Stock to
the members of the Lender upon exercise of the Lender Warrant. All Warrants
issued pursuant to this Agreement shall have a provision substantially similar
to the following:





Notwithstanding anything herein to the contrary, in no event shall the
holder be permitted to exercise this Warrant for shares of Common Stock to the
extent that (x) the number of shares of Common Stock beneficially owned by such
Holder (other than shares of Common Stock issuable upon exercise of this
Warrant) plus (y) the number of shares of Common Stock issuable upon exercise of
this Warrant, would be equal to or exceed 4.9% of the number of shares of Common
Stock then issued and outstanding, including shares issuable upon exercise of
this Warrant held by such holder after application of this Section ___.  As used
herein, beneficial ownership shall be determined in accordance with Section
13(d) of the Exchange Act.  To the extent that the limitation contained in this
Section ___ applies, the determination of whether this Warrant is exercisable
(in relation to other securities owned by the holder) and of which a portion of
this Warrant is exercisable shall be in the sole discretion of such holder, and
the submission of a Notice of Exercise shall be deemed to be such holder's
determination of whether this Warrant is exercisable (in relation to other
securities owned by such holder) and of which portion of this Warrant is
exercisable, in each case subject to such aggregate percentage limitation, and
the Company shall have no obligation to verify or confirm the accuracy of such
determination.  Nothing contained herein shall be deemed to restrict the right
of a holder to exercise this Warrant into shares of Common Stock at such time as
such exercise will not violate the provisions of this Section ___.  The
provisions of this Section ___ may be waived by the Holder of this Warrant upon,
at the election of the Holder, with 61 days' prior notice to the Company, and
the provisions of this Section ___ shall continue to apply until such
61st day (or such later date as may be specified in such notice of
waiver).  No exercise of this Warrant in violation of this Section ___ but
otherwise in accordance with this Warrant shall affect the status of the Common
Stock issued upon such exercise as validly issued, fully-paid and
nonassessable.






New Section 1.7.  A new Section 1.7 is added to the Agreement
immediately following Section 1.6,  and  reads as follows:





Limitations on Issuance of Common Stock.  The Notes issued pursuant to
this Agreement shall include a provision substantially similar to the
following:


Notwithstanding anything herein to the contrary, in no event shall the
Holder be permitted to receive Conversion Shares upon exercising its conversion
rights or Common Stock as payment for accrued interest on this Note
(collectively referred to as "Conversion Rights") to the extent that
(x) the number of shares of Common Stock beneficially owned by the Holder (other
than shares of Common Stock issuable upon exercise of Holder's Conversion
Rights) plus (y) the number of shares of Common Stock issuable upon exercise of
the Holder's Conversion Rights, would be equal to or exceed 4.9% of the number
of shares of Common Stock then issued and outstanding, including shares issuable
upon exercise of the Holder's Conversion Rights after application of this
Section ___.  As used herein, beneficial ownership shall be determined in
accordance with Section 13(d) of the Securities Exchange Act of 1934 (the
"Exchange Act").  To the extent that the limitation contained in this
Section ___ applies, the determination of whether Holder may exercise its
Conversion Rights (in relation to other securities owned by the Holder) and of
which a portion of the Conversion Rights are exercisable shall be in the sole
discretion of the Holder, and the submission of a Holder Conversion Notice (or
written notice in the case of payment of accrued interest in shares of Common
Stock) shall be deemed to be the Holder's determination of whether the
Conversion Rights are exercisable (in relation to other securities owned by the
Holder) and of which portion of the Conversion Rights are exercisable, in each
case subject to such aggregate percentage limitation, and the Company shall have
no obligation to verify or confirm the accuracy of such determination.  Nothing
contained herein shall be deemed to restrict the right of the Holder to exercise
its Conversion Rights at such time as such exercise will not violate the
provisions of this Section ___.  The provisions of this Section ___ may be
waived by the Holder upon, at the election of the Holder, 61 days' prior notice
to the Company, and the provisions of this Section ___ shall continue to apply
until such 61st day (or such later date as may be specified in such
notice of waiver).  No exercise of the Conversion Rights in violation of this
Section ___ but otherwise in accordance with this Note shall affect the status
of the Common Stock issued upon such exercise as validly issued, fully-paid and
nonassessable.


Amendment To Notes.  Those certain series of Convertible Promissory
Notes With Cognovit Provision issued by the Company pursuant to the Agreement
and dated December 1, 2000 in the amount of $400,000, December 8, 2000 in the
amount of $100,000, December 13, 2000 in the amount of $100,000 and December 15,
2000 in the amount of $100,000 (collectively the "Notes" or
individually as a "Note") are hereby amended as follows:





New Section 3.4.  A new Section 3.4 is added to the Notes immediately
following Section 3.3, which shall read as follows:

Limitations on Issuance of Common Stock.  Notwithstanding anything
herein to the contrary, in no event shall the Holder be permitted to receive
Conversion Shares upon exercising its conversion rights or Common Stock as
payment for accrued interest on this Note (collectively referred to as
"Conversion Rights") to the extent that (x) the number of shares of
Common Stock beneficially owned by the Holder (other than shares of Common Stock
issuable upon exercise of Holder's Conversion Rights) plus (y) the number of
shares of Common Stock issuable upon exercise of the Holder's Conversion Rights,
would be equal to or exceed 4.9% of the number of shares of Common Stock then
issued and outstanding, including shares issuable upon exercise of the Holder's
Conversion Rights after application of this Section 3.4.  As used herein,
beneficial ownership shall be determined in accordance with Section 13(d) of the
Securities Exchange Act of 1934 (the "Exchange Act").  To the extent
that the limitation contained in this Section 3.4 applies, the determination of
whether Holder may exercise its Conversion Rights (in relation to other
securities owned by the Holder) and of which a portion of the Conversion Rights
are exercisable shall be in the sole discretion of the Holder, and the
submission of a Holder Conversion Notice (or written notice in the case of
payment of accrued interest in shares of Common Stock) shall be deemed to be the
Holder's determination of whether the Conversion Rights are exercisable (in
relation to other securities owned by the Holder) and of which portion of the
Conversion Rights are exercisable, in each case subject to such aggregate
percentage limitation, and the Company shall have no obligation to verify or
confirm the accuracy of such determination.  Nothing contained herein shall be
deemed to restrict the right of the Holder to exercise its Conversion Rights at
such time as such exercise will not violate the provisions of this Section 3.4.
The provisions of this Section 3.4 may be waived by the Holder upon, at the
election of the Holder, 61 days' prior notice to the Company, and the provisions
of this Section 3.4 shall continue to apply until such 61st day (or
such later date as may be specified in such notice of waiver).  No exercise of
the Conversion Rights in violation of this Section 3.4 but otherwise in
accordance with this Note shall affect the status of the Common Stock issued
upon such exercise as validly issued, fully-paid and nonassessable.

Section 3.2(c).  Section 3.2(c) is hereby amended and superceded in
its entirety with the following:



(c)	Market Price.  The term "Market Price" shall mean
$.125.


Capitalized Terms.  All capitalized terms not otherwise defined
herein shall have the same meaning as in the Agreement or the Notes.

<SIGNATURE PAGE TO FOLLOW>

In Witness Whereof, the parties hereto have executed this Amendment No 2 to
the Loan Agreement and Notes as of the date first written above.

BORROWER:
POPMAIL.COM, INC., 

By:						

Its:___________________________

PMI:
POPMAIL NETWORK, INC.

By:						

Its:___________________________

LENDER:
GSI VENTURES, LLC,

By: SDK INVESTMENTS, INC., Manager
By:___________________________________
Stephen D. King
President

FAI:
FAN ASYLUM, INC.

By:						

Its:___________________________

SDKI:
SDK INVESTMENTS, INC., 

By:						

Stephen D. King
President

COL:
CAFE ODYSSEY, LLC

By:						

Its:___________________________






















EX-10.63
35
exh1063.htm
EXHIBIT











Exhibit 10.63


	STOCK PURCHASE AGREEMENT


	BETWEEN


	TIM McQUAID 


	AND


	PopMail.com, inc.



	February 14, 2001





	STOCK PURCHASE AGREEMENT

This Agreement entered into as of February 14, 2001, by and among
PopMail.com, inc., a Minnesota corporation ("Seller" and/or
"Shareholder"), and Tim McQuaid ("Buyer"). The Seller and
Buyer are referred to collectively herein as the "Parties," and
individually as a "Party."

The Seller owns all of the outstanding capital stock of Fan Asylum, Inc., a
California corporation (the "Target").

This Agreement contemplates a transaction in which the Buyer will purchase
from the Seller, and the Seller will sell to the Buyer, all of the outstanding
capital stock of the Target in return for cash and the other consideration set
forth herein.


1. Definitions.


"Adverse Consequences" means all actions, suits, proceedings,
hearings, investigations, charges, complaints, claims, demands, injunctions,
judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs,
reasonable amounts paid in settlement, liabilities, obligations, taxes, liens,
losses, expenses, and fees, including court costs and reasonable attorneys' fees
and expenses.

"Affiliate" has the meaning set forth in Rule 12b-2 of the regulations
promulgated under the Securities Exchange Act.

"Affiliated Group" means any affiliated group within the meaning of
Code  1504(a) or any similar group defined under a similar provision of state,
local or foreign law.

"Allocable Portion" means with respect to the share of any Seller in a
particular amount that fraction equal to the number of Target Shares the Seller
holds as set forth in  4(b) of the Disclosure Schedule over the total number of
outstanding Target Shares.

"Buyer" has the meaning set forth in the preface above.




"Cash" means cash and cash equivalents (including marketable
securities and short term investments) calculated in accordance with GAAP
applied on a basis consistent with the preparation of the Financial
Statements.

"Closing" has the meaning set forth in  2(f) below.

"Closing Date" has the meaning set forth in  2(f) below.

"COBRA" means the requirements of Part 6 of Subtitle B of Title I of
ERISA and Code  4980B.

"Code" means the Internal Revenue Code of 1986, as amended.

"Confidential Information" means any information concerning the
businesses and affairs of the Target that is not already generally available to
the public.

"Employee Benefit Plan" means any (a) nonqualified deferred
compensation or retirement plan or arrangement, (b) qualified defined
contribution retirement plan or arrangement which is an Employee Pension Benefit
Plan, (c) qualified defined benefit retirement plan or arrangement which is an
Employee Pension Benefit Plan (including any Multiemployer Plan), or (d)
Employee Welfare Benefit Plan or material fringe benefit or other retirement,
bonus, or incentive plan or program.

"Employee Pension Benefit Plan" has the meaning set forth in ERISA
 3(2).

"Employee Welfare Benefit Plan" has the meaning set forth in ERISA
 3(1).

"Environmental, Health, and Safety Requirements" shall mean all
federal, state, local and foreign statutes, regulations, and ordinances
concerning public health and safety, worker health and safety, and pollution or
protection of the environment, including without limitation all those relating
to the presence, use, production, generation, handling, transportation,
treatment, storage, disposal, distribution, labeling, testing, processing,
discharge, release, threatened release, control, or cleanup of any hazardous
materials, substances or wastes, as such requirements are enacted and in effect
on or prior to the Closing Date.

"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

"ERISA Affiliate" means each entity which is treated as a single
employer with Seller for purposes of Code  414.
"GAAP" means United States generally accepted accounting principles as
in effect from time to time.

"Income Tax" means any federal, state, local, or foreign income tax,
including any interest, penalty, or addition thereto, whether disputed or
not.

"Income Tax Return" means any return, declaration, report, claim for
refund, or information return or statement relating to Income Taxes, including
any schedule or attachment thereto.

"Knowledge" means actual knowledge without independent investigation.

"Multiemployer Plan" has the meaning set forth in ERISA  3(37).

"Ordinary Course of Business" means the ordinary course of business
consistent with part custom and practice (including with respect to quantity and
frequency).

"Party" has the meaning set forth in the preface above.

"PBGC" means the Pension Benefit Guaranty Corporation.

"Person" means an individual, a partnership, a corporation, an
association, a joint stock company, a trust, a joint venture, an unincorporated
organization, or a governmental entity (or any department, agency, or political
subdivision thereof).

"Purchase Price" has the meaning set forth in  2(b) below.

"Reportable Event" has the meaning set forth in ERISA  4043.

"Securities Act" means the Securities Act of 1933, as amended.

"Securities Exchange Act" means the Securities Exchange Act of 1934,
as amended.

"Security Interest" means any mortgage, pledge, lien, encumbrance,
charge, or other security interest, other than (a) mechanic's, materialmen's,
and similar liens, (b) liens for taxes not yet due and payable or for taxes that
the taxpayer is contesting in good faith through appropriate proceedings, (c)
purchase money liens and liens securing rental payments under capital lease
arrangements, and (d) other liens arising in the Ordinary Course of Business and
not incurred in connection with the borrowing of money.

"Seller" has the meaning set forth in the preface above.

"Subsidiary" means any corporation with respect to which a specified
Person (or a Subsidiary thereof) owns a majority of the common stock or has the
power to vote or direct the voting of sufficient securities to elect a majority
of the directors.

"Target" has the meaning set forth in the preface above.

"Target Share" means any share of the Common Stock of the Target.

"Third Party Claim" has the meaning set forth in  8(d) below.

2. Purchase and Sale of Target Shares.


(a) Basic Transaction. On and subject to the terms and conditions of
this Agreement, the Buyer agrees to purchase from the Seller, the Seller agrees
to sell to the Buyer, all of its Target Shares for the consideration specified
below in this  2.

(b) Purchase Price. The Buyer agrees to pay to the Seller at the
Closing the "Purchase Price" by delivery of (i) $100,000 in cash by wire
transfer or other delivery of immediately available funds (disbursement of which
is subject to post-closing covenants as described herein), (ii) the forfeiture
of all rights to receive additional PopMail stock, beyond the 87,673 shares
purchased on or about October 12, 2000 which are currently in escrow and to
which he is currently entitled and (iii) the release of all claims against
Seller, Seller's subsidiaries, past and present officers and directors of Seller
and Seller's subsidiaries, and agents, attorneys, consultants and employees of
Seller.  In addition, (A) McQuaid shall not be entitled to the 280,000 earn-out
shares or any shares which would otherwise be issued in connection with his
reset rights under the agreement by which PopMail.com, inc. bought the shares of
Fan Asylum and (B) PopMail.com, inc. shall have a 15% carried interest in
Target, such that if Target shall be sold before January 31, 2004, PopMail.com,
inc. shall receive 15% of the net sales proceeds arising from the sale of
Target.

(c)  Liabilities of Target.  Buyer takes the stock of Target subject
to all the liabilities of Target as they existed as of the Closing Date.

(d)	Releases.  On Closing, Buyer shall release
Seller of any and all claims it may have up through the date of Closing of this
Agreement.  Seller shall release Buyer, Buyer's subsidiaries, past and present
officers and directors of Buyer and Buyer's subsidiaries, and agents, attorneys,
consultants and employees of Buyer of any and all claims it may have against
Buyer up through the date of Closing of this Agreement, including any rights
under the Covenant not to Compete contained in the  June 14, 2000 Stock Purchase
Agreement and/or Employment Agreement and/or Non-Compete Agreement between Tim
McQuaid and Popmail.com and Fan Asylum, Inc. (together, the "2000 Stock
Purchase Agreement").

(e)  Popmail Shares.  The 87,673 shares of
PopMail.com, inc. referenced in 2(b) above shall be released from escrow to
Buyer upon the Closing, and shall be included in the next registration statement
which PopMail.com, inc. prepares and be `locked up' (no public sale allowed) for
90 days from the Closing Date.  Provided, however, that if said registration
statement is not accepted, PopMail.com, inc. agrees to include said share on
each subsequent registration statement which it files for any stock of the same
class. 

(f) The Closing. The closing of the transactions
contemplated by this Agreement (the "Closing") shall take place at the
offices of McQuaid, Metzler, Bedford & Van Zandt, commencing at 5:00 p.m.
local time on or before February 15, 2001 or such other date as the Buyer and
Seller may mutually determine (the "Closing Date).

(g) Deliveries at the Closing. At the Closing, (i) the
Seller will deliver to the Buyer the various certificates, instruments, and
documents referred to in  7(a) below, (ii) the Buyer will deliver to the Seller
the various certificates, instruments, and documents referred to in  7(b) below,
(iii) the Seller will deliver to the Buyer stock certificates representing all
of his or its Target Shares, endorsed in blank or accompanied by duly executed
assignment documents, and will deliver all of Target's corporate and financial
records, and the releases of liens described in   3(a)(v) below, iv) the Buyer
will deliver to Seller the cash consideration specified in  2(b) above, and (v)
the Seller will deliver to the Buyer the shares of PopMail.com, inc. described
in  2(e) above. 

3. Representations and Warranties Concerning the
Transaction.


(a) Representations and Warranties of the Seller.
Seller represents and warrants to the Buyer that the statements contained in
this  3(a) are correct and complete as of the date of this Agreement and will be
correct and complete as of the Closing Date (as though made then and as though
the Closing Date were substituted for the date of this Agreement throughout this
 3(a)) with respect to himself or itself, except as set forth herein.

(i) Organization of Seller. Seller is a corporation
duly organized, validly existing, and in good standing under the laws of the
jurisdiction of its incorporation.

(ii) Authorization of Transaction. The Seller has full
power and authority (including, if the Seller is a corporation, full corporate
power and authority) to execute and deliver this Agreement and to perform his or
its obligations hereunder. This Agreement constitutes the valid and legally
binding obligation of the Seller, enforceable in accordance with its terms and
conditions. The Seller need not give any notice to, make any filing with, or
obtain any authorization, consent, or approval of any government or governmental
agency in order to consummate the transactions contemplated by this
Agreement.

(iii) Noncontravention. Other than the liens
specifically identified in  3(a)(v) below, neither the execution and the
delivery of this Agreement, nor the consummation of the transactions
contemplated hereby, will (A) violate any constitution, statute, regulation,
rule, injunction, judgment, order, decree, ruling, charge, or other restriction
of any government, governmental agency, or court to which the Seller is subject
or, if the Seller is a corporation, any provision of its charter or bylaws or
(B) conflict with, result in a breach of, constitute a default under, result in
the acceleration of, create in any party the right to accelerate, terminate,
modify, or cancel, or require any notice under any agreement, contract, lease,
license, instrument, or other arrangement to which the Seller is a party or by
which it is bound or to which any of its assets is subject.

(iv) Brokers' Fees. The Seller has no liability or
obligation to pay any fees or commissions to any broker, finder, or agent with
respect to the transactions contemplated by this Agreement for which the Buyer
could become liable or obligated.

(v) Target Shares. The Seller holds of record and owns
beneficially 1,000 Target Shares, free and clear of any restrictions on transfer
(other than restrictions under the Securities Act and state securities laws),
taxes, Security Interests, options, warrants, purchase rights, contracts,
commitments, equities, claims, and demands.  The Seller is not a party to any
option, warrant, purchase right, or other contract or commitment that could
require the Seller to sell, transfer, or otherwise dispose of any capital stock
of the Target (other than this Agreement). The Seller is not a party to any
voting trust, proxy, or other agreement or understanding with respect to the
voting of any capital stock of the Target.  In addition to, and not by way of
limitation of the foregoing, Seller specifically warrants that it will deliver
the Target Shares free and clear of any liens held or purported to be held by
the Shaar Fund Ltd., SDK Investments, GSI Ventures, LLC, or Stephen King or any
Affiliate of any of them.

(b) Representations and Warranties of the Buyer. Buyer
represents and warrants to the Seller that the statements contained in this
 3(b) are correct and complete as of the date of this Agreement and will be
correct and complete as of the Closing Date (as though made then and as though
the Closing Date were substituted for the date of this Agreement throughout this
 3(b)), except as set forth herein.


(i) Authorization of Transaction. The Buyer has full
power and to execute and deliver this Agreement and to perform his obligations
hereunder. This Agreement constitutes the valid and legally binding obligation
of the Buyer, enforceable in accordance with its terms and conditions. The Buyer
need not give any notice to, make any filing with, or obtain any authorization,
consent, or approval of any government or governmental agency in order to
consummate the transactions contemplated by this Agreement.

(ii) Noncontravention, Neither the execution and the
delivery of this Agreement, nor the consummation of the transactions
contemplated hereby, will (A) violate any constitution, statute, regulation,
rule, injunction, judgment, order, decree, ruling, charge, or other restriction
of any government, governmental agency, or court to which the Buyer is subject
or any provision of its charter or bylaws or (B) conflict with, result in a
breach of, constitute a default under, result in the acceleration of, create in
any party the right to accelerate, terminate, modify, or cancel, or require any
notice under any agreement, contract, lease, license, instrument, or other
arrangement to which the Buyer is a party or by which it is bound or to which
any of its assets is subject.

(iii) Brokers' Fees. Buyer has no liability or
obligation to pay any fees or commissions to any broker, finder, or agent with
respect to the transactions contemplated by this Agreement for which any Seller
could become liable or obligated.

(iv) Investment. The Buyer is not acquiring the Target
Shares with a view to or for sale in connection with any distribution thereof
within the meaning of the Securities Act.

4. Representations and Warranties Concerning the
Target. Subject to the representations and warranties given by the Selling
Shareholders in Article IV of the 2000 Stock Purchase Agreement being correct in
all material respects, Seller makes the following Representations and
Warranties:

(a) Organization, Qualification, and Corporate Power.
Target is a corporation duly organized, validly existing, and in good standing
under the laws of the jurisdiction of its incorporation. 

(b) Capitalization. The entire authorized capital
stock of the Target consists of ten million (10,000,000) Target Shares, of which
one thousand (1,000) Target Shares are issued and outstanding. All of the issued
and outstanding Target Shares have been duly authorized, are validly issued,
fully paid, and nonassessable, and are held of record by. There are no
outstanding or authorized options, warrants, purchase rights, subscription
rights, conversion rights, exchange rights, or other contracts or commitments
that could require the Target to issue, sell, or otherwise cause to become
outstanding any of its capital stock. There are no outstanding or authorized
stock appreciation, phantom stock, profit participation, or similar rights with
respect to the Target.

(c) Title to Tangible Assets. The Target has good and
marketable title to, or a valid leasehold interest in, the material tangible
assets it uses regularly in the conduct of its business.

(d) Tax Matters.  Seller will be responsible for all
state and federal Income Tax Returns that Target is or was required to file
while the Seller owned Target through the Closing Date, and has or will pay all
Income Taxes owing, except where the failure to file Income Tax Returns or to
pay Income Taxes would not have a material adverse effect on the financial
condition of the Target taken as a whole.  Seller covenants that it will not
report in any Income Tax Return or related filing any allocation to Target of
items of income or expenses that is not reflected on the books as maintained by
Target for the time that Seller has been the owner of Target's shares, except to
the extent that such allocation is required by the Code or regulations
thereunder. 

(e) Real Property.  Target owns no real estate, and
leases its current office property from Buyer.

(f) Intellectual Property.  Seller has not transferred
any of the intellectual property held by Target when it was acquired by Seller
to any party.  Any Intellectual Property held by Seller as of the date of
acquisition of Target by Seller, unless it has expired, lapsed or otherwise been
terminated through no fault of Seller, remains the property of Target.  
(g) Contracts. Seller has not caused Target to enter
into any contract not signed by Tim McQuaid.

(h) Litigation. To the Knowledge of Seller, other than
the case of Law and Cerreta v. McQuaid and Fan Asylum, Inc. (Civ. Case No.
314245, San Francisco Superior Court) there is no instance in which the Target
(i) is subject to any outstanding injunction, judgment, order, decree, ruling,
or charge or (ii) is a party to any action, suit, proceeding, hearing, or
investigation of, in, or before any court or quasi-judicial or administrative
agency of any federal, state, local, or foreign jurisdiction, except where the
injunction, judgment, order, decree, ruling, action, suit, proceeding, hearing,
or investigation would not have a material adverse effect on the financial
condition of the Target taken as a whole.

(i) Disclaimer of other Representations and
Warranties. Except as expressly set forth in Sections 2(e), 3 and this
Section 4, the Seller make no representation or warranty, express or implied, at
law or in equity, in respect of the Target, its Subsidiaries, or any of their
respective assets, liabilities or operations, including, without limitation,
with respect to merchantability or fitness for any particular purpose, and any
such other representations or warranties are hereby expressly disclaimed. Buyer
hereby acknowledges and agrees that, except to the extent specifically set forth
in Section 3 and this Section 4, the Buyer is purchasing the Target shares on an
"as-is, where-is" basis.

5. Pre-Closing Covenants. The Parties agree as follows
with respect to the period between the execution of this Agreement and the
Closing.

(a) General. Each of the Parties will use his or its
reasonable best efforts to take all action and to do all things necessary in
order to consummate and make effective the transactions contemplated by this
Agreement (including satisfaction, but not waiver, of the closing conditions set
forth in  7 below).

(b) Exclusivity. Seller will not (and the Seller will
not cause or permit Target to) solicit, initiate, or encourage the submission of
any proposal or offer from any Person relating to the acquisition of all or
substantially all of the capital stock or assets of Target (including any
acquisition structured as a merger, consolidation, or share exchange);
provided, however, that the Seller, the Target, and their directors and
officers will remain free to participate in any discussions or negotiations
regarding, furnish any information with respect to, assist or participate in, or
facilitate in any other manner any effort or attempt by any Person to do or seek
any of the foregoing to the extent their fiduciary duties may require.

6. Post-Closing Covenants. The Parties agree as
follows with respect to the period following the Closing.

(a) General. In case at any time after the Closing any
further action is necessary to carry out the purposes of this Agreement, each of
the Parties will take such further action (including the execution and delivery
of such further instruments and documents) as any other Party reasonably may
request, all at the sole cost and expense of the requesting Party (unless the
requesting Party is entitled to indemnification therefor under  8 below).

(b) Litigation Support. In the event and for so long
as any Party actively is contesting or defending against any action, suit,
proceeding, hearing, investigation, charge, complaint, claim, or demand in
connection with (i) any transaction contemplated under this Agreement or (ii)
any fact, situation, circumstance, status, condition, activity, practice, plan,
occurrence, event, incident, action, failure to act, or transaction on or prior
to the Closing Date involving Target, each of the other Parties shall cooperate
with him or it and his or its counsel in the defense or contest, make available
their personnel, and provide such testimony and access to their books and
records as shall be necessary in connection with the defense or contest, all at
the sole cost and expense of the contesting or defending Party (unless the
contesting or defending Party is entitled to indemnification therefor under  8
below).

(c) Funding.  (i) Any capital (or funding of any kind)
advanced to Target by Seller on or after January 31, 2001 and through the date
of Close shall be reimbursed to Seller at Closing. (ii) Buyer commits to
providing a minimum of $200,000 in funding to Target within 90 days of
Closing.

	(d) Disbursements from Escrows. So long as all other
conditions of this Agreement are satisfied, Buyer and Seller covenant to execute
escrow instructions at Closing which pertain to the escrow held by the law firm
of Maslon Edelman Borman & Brand, LLP (the "Escrow Agent")
instructing the Escrow Agent to disburse $50,000 of $100,000 in its possession
to Seller and to hold the remaining $50,000 in accordance with this Section
6(d). Buyer shall thereafter cause Target to endeavor to secure a suitable fan
club contract with Aerosmith. Seller shall file a registration statement which
includes Buyer's 87,673 shares of PopMail.com, inc. described in sections 2(b)
and 2(e) above. If and only if a contract with Aerosmith is secured, and said
registration statement is filed, both to be consummated no later than 60 days
following the Closing, then Buyer and Seller covenant to execute further escrow
instructions  to the Escrow Agent instructing it to disburse the remaining
$50,000 of $100,000 in its possession to Seller. If either condition is not
satisfied within 60 days following the Closing, then the Escrow Agent shall
return the remaining $50,000 in funds in its possession to Buyer, and Buyer
shall have no further obligation 
to Seller.


7. Conditions to Obligation to Close.


(a) Conditions to Obligation of the Buyer. The
obligation of the Buyer to consummate the transactions to be performed by it in
connection with the Closing is subject to satisfaction of the following
conditions:

(i) the representations and warranties set forth in  3(a) and
 4 above shall be true and correct in all material respects at and as of the
Closing Date;

(ii) the Seller shall have performed and complied with all of
its covenants hereunder in all material respects through the Closing;

(iii) there shall not be any injunction, judgment, order,
decree, ruling, or charge in effect preventing consummation of any of the
transactions contemplated by this Agreement;

(iv) the Seller shall have delivered to the Buyer a
certificate to the effect that each of the conditions specified above in
 7(a)(i)-(iii) is satisfied in all respects; 

(v) all actions to be taken by the Seller in connection with
consummation of the transactions contemplated hereby and all certificates,
opinions, instruments, and other documents required to effect the transactions
contemplated hereby will be satisfactory in form and substance to the Buyer.

The Buyer may waive any condition specified in this  7(a) if
it executes a writing so stating at or prior to the Closing.

(b) Conditions to Obligation of the Seller. The
obligation of the Seller to consummate the transactions to be performed by them
in connection with the Closing is subject to satisfaction of the following
conditions:

(i) the representations and warranties set forth in  3(b)
above shall be true and correct in all material respects at and as of the
Closing Date;

(ii) the Buyer shall have performed and complied with all of
its covenants hereunder in all material respects through the Closing;

(iii) there shall not be any injunction, judgment, order,
decree, ruling, or charge in effect preventing consummation of any of the
transactions contemplated by this Agreement;

(iv) the Buyer shall have delivered to the Seller a
certificate to the effect that each of the conditions specified above in
 7(b)(i)-(iii) is satisfied in all respects;

(v) Seller's Board of Directors shall have approved and
Seller's secured lenders shall have approved and released all liens on Target
Stock and Target assets;

(vi) all actions to be taken by the Buyer in connection with
consummation of the transactions contemplated hereby and all certificates,
opinions, instruments, and other documents required to effect the transactions
contemplated hereby will be [reasonably] satisfactory in form and substance to
the Requisite Seller.

Seller may waive any condition specified in this  7(b) if it
executes a writing so stating at or prior to the Closing.
8. Survival of Representations and Warranties.


Other than as set forth in  4(d) and in  4(f) above, none of
the representations and warranties of the Seller contained in  4 above shall
survive the Closing hereunder. All of the representations and warranties of the
Parties contained in  3 above shall survive the Closing (unless the damaged
Party knew or had reason to know of any misrepresentation or breach of warranty
at the time of Closing) and continue in full force and effect forever thereafter
(subject to any applicable statutes of limitations).

9. Termination.


(a) Termination of Agreement. Certain of the Parties
may terminate this Agreement as provided below:

(i) Buyer and Seller may terminate this Agreement by mutual
written consent at any time prior to the Closing;

(ii) the Buyer may terminate this Agreement by giving written
notice to Seller at any time prior to the Closing in the event (A) Seller has
given the Buyer any notice pursuant to this Agreement above and (B) the
development that is the subject of the notice has had a material adverse effect
upon the financial condition of the Target taken as a whole;

(iii) the Buyer may terminate this Agreement by giving
written notice to Seller at any time prior to the Closing (A) in the event
Seller has breached any material representation, warranty, or covenant contained
in this Agreement (other than the representations and warranties in  4 above) in
any material respect, the Buyer has notified Seller of the breach, and the
breach has continued without cure for a period of 15 days after the notice of
breach or (B) if the Closing shall not have occurred on or before February 15,
2001, (unless the failure results primarily from the Buyer itself breaching any
representation, warranty, or covenant contained in this Agreement); and

(iv) Seller may terminate this Agreement by giving written
notice to the Buyer at any time prior to the Closing (A) in the event the Buyer
has breached any material representation, warranty, or covenant contained in
this Agreement in any material respect, any of the Seller has notified the Buyer
of the breach, and the breach has continued without cure for a period of 15 days
after the notice of breach or (B) if the Closing shall not have occurred on or
before February 15, 2001, (unless the failure results primarily from Seller
breaching any representation, warranty, or covenant contained in this
Agreement).

(b) Effect of Termination. If any Party terminates
this Agreement pursuant to  9(a) above, all rights and obligations of the
Parties hereunder shall terminate without any liability of any Party to any
other Party (except for any liability of any Party then in breach); provided,
however, that the confidentiality provisions contained herein shall survive
termination.

10. Miscellaneous.


(a) Press Releases and Public Announcements. No Party
shall issue any press release or make any public announcement relating to the
subject matter of this Agreement without the prior written approval of the Buyer
and Seller; provided, however, that any Party may make any public
disclosure it believes in good faith is required by applicable law or any
listing or trading agreement concerning its publicly-traded securities (in which
case the disclosing Party will use its best efforts to advise the other Parties
prior to making the disclosure).

(b) No Third-Party Beneficiaries. This Agreement shall
not confer any rights or remedies upon any Person other than the Parties and
their respective successors and permitted assigns.

(c) Entire Agreement. This Agreement (including the
documents referred to herein) constitutes the entire agreement among the Parties
and supersedes any prior understandings, agreements, or representations by or
among the Parties, written or oral, to the extent they have related in any way
to the subject matter hereof.

(d) Succession and Assignment. This Agreement shall be
binding upon and inure to the benefit of the Parties named herein and their
respective successors and permitted assigns. No Party may assign either this
Agreement or any of his or its rights, interests, or obligations hereunder
without the prior written approval of the Buyer and Seller; provided,
however, that the Buyer may (i) assign any or all of its rights and
interests hereunder to one or more of its Affiliates and (ii) designate one or
more of its Affiliates to perform its obligations hereunder (in any or all of
which cases the Buyer nonetheless shall remain responsible for the performance
of all of its obligations hereunder).

(e) Counterparts. This Agreement may be executed in
one or more counterparts, each of which shall be deemed an original but all of
which together will constitute one and the same instrument.

(f) Headings. The section headings contained in this
Agreement are inserted for convenience only and shall not affect in any way the
meaning or interpretation of this Agreement.

(g) Notices. All notices, requests, demands, claims,
and other communications hereunder will be in writing. Any notice, request,
demand, claim, or other communication hereunder shall be deemed duly given if
(and then two business days after) it is sent by registered or certified mail,
return receipt requested, postage prepaid, and addressed to the intended
recipient as set forth below:

If to the Seller:		Copy to:


	PopMail.com, inc.		Maslon, Edelman, Borman &
Brand
	Attn:  Stephen Spohn	Attn:  William Mower
	1333 Corporate Drive	3300 Norwest Center
	Suite 350				Minneapolis, Minnesota 55402
	Irving, Texas 75038


If to the Buyer:
Fan Asylum, Inc.
Attn: Tim McQuaid
1250 Folsom Street
San Francisco, CA 94103

Copy to:
	McQuaid, Metzler, Bedford & Van Zandt, LLP
	Attn: J. Dennis McQuaid, Esq.
	221 Main Street, 16th Floor
	San Francisco, CA 94105

Any Party may send any notice, request, demand, claim, or
other communication hereunder to the intended recipient at the address set forth
above using any other means (including personal delivery, expedited courier,
messenger service, telecopy, telex, ordinary mail, or electronic mail), but no
such notice, request, demand, claim, or other communication shall be deemed to
have been duly given unless and until it actually is received by the intended
recipient. Any Party may change the address to which notices, requests, demands,
claims, and other communications hereunder are to be delivered by giving the
other Parties notice in the manner herein set forth.

(h) Governing Law. This Agreement shall be governed by and
construed in accordance with the domestic laws of the State of California
without giving effect to any choice or conflict of law provision or rule
(whether of the State of California or any other jurisdiction) that would cause
the application of the laws of any jurisdiction other than the State of
California.


(i) Amendments and Waivers. No amendment of any
provision of this Agreement shall be valid unless the same shall be in writing
and signed by the Buyer and Seller. No waiver by any Party of any default,
misrepresentation, or breach of warranty or covenant hereunder, whether
intentional or not, shall be deemed to extend to any prior or subsequent
default, misrepresentation, or breach of warranty or covenant hereunder or
affect in any way any rights arising by virtue of any prior or subsequent such
occurrence.

(j) Severability. Any term or provision of this
Agreement that is invalid or unenforceable in any situation in any jurisdiction
shall not affect the validity or enforceability of the remaining terms and
provisions hereof or the validity or enforceability of the offending term or
provision in any other situation or in any other jurisdiction.

(k) Expenses. Each of the Buyer, the Target, and the
Seller will bear its own costs and expenses (including legal fees and expenses)
incurred in connection with this Agreement and the transactions contemplated
hereby. 

(l) Construction. The Parties have participated
jointly in the negotiation and drafting of this Agreement. In the event an
ambiguity or question of intent or interpretation arises, this Agreement shall
be construed as if drafted jointly by the Parties and no presumption or burden
of proof shall arise favoring or disfavoring any Party by virtue of the
authorship of any of the provisions of this Agreement.  Any reference to any
federal, state, local, or foreign statute or law shall be deemed also to refer
to all rules and regulations promulgated thereunder, unless the context requires
otherwise. The word "including" shall mean including without limitation.

(m) Incorporation of Exhibits, Annexes, and Schedules.
The Exhibits, Annexes, and Schedules identified in this Agreement are
incorporated herein by reference and made a part hereof.

IN WITNESS WHEREOF, the Parties hereto have executed this
Agreement as of the date first above written.


PopMail.com, inc. 		PopMail.com, inc.		
Stephen J. Spohn, Secretary		Stephen J. Spohn, C.F.O.




By: ________________________		By: _______________________




TIM McQUAID




By: __________________________	



















EX-10.64
36
exh1064.htm
EXHIBIT











Exhibit 10.64

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE
SECURITIES LAWS OF CERTAIN STATES.  THESE SECURITIES ARE SUBJECT TO RESTRICTIONS
ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM.  HOLDERS SHOULD BE AWARE THAT THEY MAY BE
REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD
OF TIME.  THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN
FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED
TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE
SECURITIES LAWS.
PROMISSORY NOTE
$100,000.00		March 2, 2001
Minneapolis, MN
Subject to the terms and conditions of this Note, for good and valuable
consideration received in the form of fifty thousand dollars ($50,000) on March
2, 2001 and fifty thousand dollars ($50,000) on February 1, 2001, PopMail.com,
Inc., a Minnesota corporation (the "Company"), promises to pay to the
order of The Shaar Fund Ltd. (the "Holder"), the principal amount of
one hundred thousand dollars ($100,000.00), plus simple interest accrued on
unpaid principal from the date of this Note until paid at the rate of twelve
percent (12%) per annum, payable on demand.
The following is a statement of the rights of the Holder and the terms and
conditions to which this Note is subject, and to which the Holder hereof, by the
acceptance of this Note, agrees.  Neither Holder, its principals or affiliates
have any other obligations, liabilities or responsibilities to the Company
except as expressly set forth in this Note or as may otherwise be agreed to in
writing by the parties.
Payment.  The principal and accrued interest under this Note will be
paid to the Holder within five (5) days of demand by the Holder (the
"Maturity Date").  All payments of principal and/or interest under
this Note will be made by mail to the address of record of the Holder.

Events of Default.  If the Company defaults in the payment of any part
of the principal or interest of this Note when due and payable, and if such
default is not cured by the Company within five (5) business days after the
Holder has given the Company written notice of such default, then the Holder may
declare the entire unpaid principal and accrued interest on this Note
immediately due and payable, by notice in writing to the Company, without any
other presentment, demand, protest or other notice of any kind or character, all
of which are hereby expressly waived, anything herein to the contrary
notwithstanding.  
Assignment.  The rights and obligations of the Company and the Holder
will be binding upon and inure to the benefit of the successors, assigns, heirs,
administrators and transferees of the parties.  The Company may not assign this
Note without the express written consent of Holder. 
Waiver and Amendment.  Any provision of this Note may be amended,
waived or modified upon the written consent of the Company and the Holder.
Notices.  Any notice, request or other communication required or
permitted hereunder will be in writing and shall be deemed to have been duly
given if delivered (i) personally or telephonically (including by
facsimile), (ii) by email (if receipt thereof is confirmed by a separate message
delivered by the recipient to the sender), (iii) by courier, or (iv) mailed
by registered or certified mail, postage prepaid, at the respective addresses of
the parties as set forth herein.  Notice to the Holder shall be provided to: The
Shaar Fund Ltd., c/o Levinson Capital Management, Attention: Samuel Levinson, 2
World Trade Center, Suite 1820, New York, NY 10048.  Any party hereto may by
notice so given change its address for future notice under this Note.  Notice
will conclusively be deemed to have been given when personally delivered or when
deposited in the mail or delivered to a courier, or when sent by email following
confirmation in the manner set forth above and will be deemed to have been
received when delivered.  
Governing Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of Minnesota, excluding that body of law
relating to conflict of laws.
Headings.  All headings used herein are used for convenience only and
will not be used to construe or interpret this Note.  
IN WITNESS WHEREOF, the parties have caused this Note to be issued on March
2, 2001.
"COMPANY":
PopMail.com, Inc.


By: 		Stephen J. Spohn
Title: 		CFO
Address: 	PopMail.com, Inc.
		1333 Corporate Drive, Suite 350
		Irving, TX 75038


















EX-10.65
37
exh1065.htm
EXHIBIT













Exhibit 10.65


THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE
SECURITIES LAWS OF CERTAIN STATES.  THESE SECURITIES ARE SUBJECT TO RESTRICTIONS
ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM.  HOLDERS SHOULD BE AWARE THAT THEY MAY BE
REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD
OF TIME.  THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN
FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED
TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE
SECURITIES LAWS.
PROMISSORY NOTE
$80,000.00		March 13, 2001
Minneapolis, MN
Subject to the terms and conditions of this Note, for good and valuable
consideration received in the form of fifty thousand dollars ($50,000) on March
13, 2001 and thirty thousand dollars ($30,000) on March 16, 2001, PopMail.com,
Inc., a Minnesota corporation (the "Company"), promises to pay to the
order of The Shaar Fund Ltd. (the "Holder"), the principal amount of
eighty thousand dollars ($80,000.00), plus simple interest accrued on unpaid
principal from the date of this Note until paid at the rate of twelve
percent (12%) per annum, payable on demand.
The following is a statement of the rights of the Holder and the terms and
conditions to which this Note is subject, and to which the Holder hereof, by the
acceptance of this Note, agrees.  Neither Holder, its principals or affiliates
have any other obligations, liabilities or responsibilities to the Company
except as expressly set forth in this Note or as may otherwise be agreed to in
writing by the parties.
Payment.  The principal and accrued interest under this Note will be
paid to the Holder within five (5) days of demand by the Holder (the
"Maturity Date").  All payments of principal and/or interest under
this Note will be made by mail to the address of record of the Holder.

Events of Default.  If the Company defaults in the payment of any part
of the principal or interest of this Note when due and payable, and if such
default is not cured by the Company within five (5) business days after the
Holder has given the Company written notice of such default, then the Holder may
declare the entire unpaid principal and accrued interest on this Note
immediately due and payable, by notice in writing to the Company, without any
other presentment, demand, protest or other notice of any kind or character, all
of which are hereby expressly waived, anything herein to the contrary
notwithstanding.  
Assignment.  The rights and obligations of the Company and the Holder
will be binding upon and inure to the benefit of the successors, assigns, heirs,
administrators and transferees of the parties.  The Company may not assign this
Note without the express written consent of Holder.
Waiver and Amendment.  Any provision of this Note may be amended,
waived or modified upon the written consent of the Company and the Holder.
Notices.  Any notice, request or other communication required or
permitted hereunder will be in writing and shall be deemed to have been duly
given if delivered (i) personally or telephonically (including by
facsimile), (ii) by email (if receipt thereof is confirmed by a separate message
delivered by the recipient to the sender), (iii) by courier, or (iv) mailed
by registered or certified mail, postage prepaid, at the respective addresses of
the parties as set forth herein.  Notice to the Holder shall be provided to: The
Shaar Fund Ltd., c/o Levinson Capital Management, Attention: Samuel Levinson, 2
World Trade Center, Suite 1820, New York, NY 10048.  Any party hereto may by
notice so given change its address for future notice under this Note.  Notice
will conclusively be deemed to have been given when personally delivered or when
deposited in the mail or delivered to a courier, or when sent by email following
confirmation in the manner set forth above and will be deemed to have been
received when delivered.
Governing Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of Minnesota, excluding that body of law
relating to conflict of laws.
Headings.  All headings used herein are used for convenience only and
will not be used to construe or interpret this Note.  
IN WITNESS WHEREOF, the parties have caused this Note to be issued on March
13, 2001.
"COMPANY":
PopMail.com, Inc.


By: 		Stephen J. Spohn
Title: 		CFO
Address:	PopMail.com, Inc.
		1333 Corporate Drive, Suite 350
		Irving, TX 75038



















EX-10.66
38
exh1066.htm
EXHIBIT











Exhibit 10.66
INTERCREDITOR AND
SUBORDINATION AGREEMENT
	THIS INTERCREDITOR AND SUBORDINATION AGREEMENT (the
"Intercreditor Agreement") is made as of this ___ day of __________, 2001, by
and between GSI VENTURES, LLC, an Ohio limited liability company ("GSI"),
THE SHAAR FUND LTD. ("Shaar"), GREAT WESTERN BUSINESS SERVICES,
INC. ("GWBS"), a Texas corporation and FAIRVIEW PARTNERS, an Ohio
general partnership ("Fairview")(each individually a "Lender" and collectively
the "Lenders").


RECITALS:

	WHEREAS, Popmail.com, Inc., a Minnesota corporation (the
"Borrower"), is engaged in the business of (i) internet commerce and (ii) the
ownership and operation of two Café Odyssey restaurants located at 320
South Avenue, Mall of America, Bloomington, Minnesota 55425 (the "MOA
Restaurant") and at 500 16th Street, Suite 350, Denver, Colorado 80202 (the
"Denver Restaurant") (collectively, the MOA Restaurant and the Denver Restaurant
are referred to herein as the "Restaurant Operations"), which the MOA Restaurant
has been or will be purchased by SDK AD, LLC, an Ohio limited liability company,
and which the Denver Restaurant has been or will be purchased by SD KINGDM, LLC,
an Ohio limited liability company;

	WHEREAS, the Borrower and GSI are parties to that certain
Loan Agreement dated December 1, 2000, as amended pursuant to the Amendment No.
1 to the Loan Agreement dated December 8, 2000, Amendment No. 2 to the Loan
Agreement and Notes dated February 8, 2001 and other related agreements, all as
may be amended further from time to time (collectively, the "GSI Loan
Documents"), pursuant to which GSI has issued or will issue loans to Borrower in
the aggregate original principal amount of up to Four Million Dollars
($4,000,000) (the "GSI Debt").  Pursuant to the GSI Loan Documents, Borrower has
granted GSI a security interest in all of Borrower's assets related to the
Restaurant Operations (the "Collateral") and a security interest in all other
assets of the Borrower excluding the Restaurant Operations (the "Other
Collateral");

	WHEREAS, Borrower and GWBS have agreed to enter into a
certain Promissory Note to be dated  on or about February __, 2001 (the
"GWBS/Popmail Note"), GWBS and SDK AD, LLC have agreed to enter into a certain
Promissory Note to be dated of even date with the GWBS/Popmail Note, and GWBS
and SDKINGDM, LLC have agreed to enter into a certain Promissory Note to be
dated of even date with the GWBS/Popmail Note, and other related documents
thereto, all as may be amended further from time to time (collectively, the
"GWBS Loan Documents") pursuant to which Borrower, SDK AD, LLC and SDKINGDM, LLC
will be obligated to pay GWBS an aggregate principal amount for all three notes
of Eight Hundred Seventeen Thousand Dollars ($817,000.00) (the "GWBS Debt").
Pursuant to the GWBS Loan Documents, Borrower, SDK AD, LLC and SDKINGDM, LLC
have granted or will grant GWBS a security interest in the Collateral;

	WHEREAS, Borrower and Shaar are parties to that certain
Loan Agreement dated December 20, 2000 and other related agreements, all as may
be amended further from time to time (collectively, the "Shaar Loan Documents")
pursuant to which Shaar has issued a loan to Borrower in the original principal
amount of Two Hundred Thousand Dollars ($200,000) (the "Shaar Debt").  Pursuant
to the Shaar Loan Agreement, Borrower has granted Shaar a security interest in
the Collateral and the Other Collateral;

	WHEREAS, Borrower and Fairview are parties to that
certain Loan Agreement dated August 24, 1999, as amended pursuant to the
Amendment To Loan Documents and Agreement dated October 30, 2000 and other
related agreements (including the Assignment, Assumption and Modification
Agreement entered into or to be entered into between Fairview  SDK AD, LLC
("SDKAD"), SDKINGDM, LLC ("SDKINGDM") and Popmail.com, inc. concerning the
Fairview Debt (the "Fairview Agreement")), all as may be amended further from
time to time (collectively the "Fairview Loan Documents") pursuant to which
Fairview has issued a loan to Borrower in the original principal amount of Two
Million Dollars ($2,000,000) with a current outstanding principal balance of One
Million Five-Hundred Thousand Dollars ($1,500,000) (the "Fairview Debt").
Pursuant to the Fairview Loan Documents, Borrower has granted Fairview a
security interest in the Collateral (the GSI Loan Documents, GWBS Loan
Documents, Shaar Loan Documents and Fairview Loan Documents are sometimes
collectively referred to herein as the "Loan Documents") (the GSI Debt, GWBS
Debt and the Shaar Debt are sometimes collectively referred to as the
"Subordinate Debt" and GSI, GWBS and Shaar are sometimes collectively referred
to as "Subordinate Lenders" or individually as a "Subordinate Lender"); and

	WHEREAS, GSI, GWBS, Shaar and Fairview, each as a
creditor of Borrower, desire to enter into this Intercreditor Agreement for
purposes of setting forth the relative rights and interests of each party in and
to the collateral pledged by Borrower.

	NOW, THEREFORE, in consideration of the foregoing
Recitals, which are hereby incorporated herein as if fully set forth below, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:

	1. Subordination and Intercreditor Provisions.
	1.1 Subordination.  Subject to Section 1.3 of this
Intercreditor Agreement, each of the Subordinate Lenders agree that each
Subordinate Lender's right to receive scheduled payments of principal and/or
interest under their respective Loan Documents shall be subordinate and junior
to Fairview's right to receive scheduled payments of principal and/or interest
under the Fairview Loan Documents until such time as the Fairview Debt is repaid
in full.
	1.2 Insolvency, Etc.

	(a) Subject to Section 1.3 of
this Intercreditor Agreement, in the event of any insolvency, bankruptcy,
receivership, liquidation, reorganization or other similar proceedings
(collectively, "Bankruptcy Proceedings") relative to the Borrower or to the
Collateral, or in the event of any proceedings for voluntary liquidation,
dissolution or other winding up of the Borrower, whether or not involving
insolvency or bankruptcy, Fairview shall be entitled in any such proceedings to
receive payment from the sale or other distribution of the Collateral on account
of the Fairview Debt before the Subordinate Lenders are entitled in any such
proceedings to receive any payment on account of the Subordinate Debt from the
sale or other distribution of the Collateral, and to that end in any such
proceedings any payment or distribution of any kind or character of the
Collateral, whether in cash or in other property, to which the Subordinate
Lenders would be entitled but for the provisions hereof, shall be delivered to
Fairview to the extent necessary to make payment in full in cash of all Fairview
Debt remaining unpaid.

(b) The Subordinate Lenders at the request of Fairview shall
in any proceedings described in Section 00, in the name of Fairview, file
claims, proofs of claims and other instruments of similar character necessary to
enforce the obligations of the Borrower in respect of the Subordinate Debt.  In
the event that any Subordinate Lender shall fail to take such action within five
business days upon request by Fairview, Fairview may, on behalf of such
Subordinate Lender, demand, sue for, collect and receive any and all such monies
or other assets and give acquittance therefor, file any claim, proof of claim or
other instrument of similar character, and take such other action (in its own
name or in the name of such Subordinate Lender) as Fairview may reasonably deem
necessary or advisable for enforcement of the obligations of the Borrower in
respect of the Subordinate Debt; provided that, Fairview shall have no right to
take any action in the name of any Subordinate Lender related to the Other
Collateral.
	1.3 Other Collateral; Conversion Rights.  
 (a) 	Notwithstanding anything to the contrary in this
Intercreditor Agreement, nothing in this Intercreditor Agreement shall impair
the rights of the Subordinate Lenders to take any and all action to enforce
their respective rights in, or receive payments or distributions on account of a
sale or other disposition of the Other Collateral; provided,
however, the Subordinate Lenders shall not take any action to enforce
their respective rights in the Other Collateral that would have a material
adverse effect on the Collateral; provided further, that any
actions taken by a Subordinate Lender to enforce its rights on Other Collateral
that is not owned or in the possession of the holder of the Collateral shall be
deemed to not cause a material adverse effect on the Collateral.

(b) 	In the event of any Bankruptcy Proceedings relative
to the Borrower or the Other Collateral, or in the event of any proceedings for
voluntary liquidation, dissolution or other winding up of the Borrower, whether
or not involving insolvency or bankruptcy, GSI and Shaar shall be entitled in
any such proceedings to receive payment, on a pro rata basis from the sale or
other distribution of the Other Collateral on account of GSI Debt and Shaar Debt
before Fairview and GWBS are entitled in any such proceedings to receive any
payment on account of the Fairview Debt and GWBS Debt from the sale or other
distribution of the Other Collateral, and to that end in any such proceedings
any payment or distribution of any kind or character of the Other Collateral,
whether in cash or in other property, to which Fairview or GWBS would be
entitled but for the provisions hereof, shall be delivered to GSI and Shaar to
the extent necessary to make payment in full in cash of all GSI Debt and Shaar
Debt remaining unpaid.



(c) 	Notwithstanding anything to the contrary in this
Intercreditor Agreement, the Subordinate Lenders are permitted at any time to
exercise their rights to convert any of the Subordinate Debt into the common
stock of Borrower or accept any prepayments or payments on the Subordinate Debt
that are made with the Borrower's common stock or other equity securities of
Borrower.



	2. Security Interests;
Priority.
	2.1 Notwithstanding any conflicting terms or conditions
which may be contained in any of the Loan Documents, the time of filing or
renewal of any financing statement, the time of attachment of any security
interest or any other priority provided by law: (a) the security interests upon
the Collateral evidenced by the Fairview Loan Documents shall have priority over
all other security interests upon the Collateral evidenced by the Loan
Documents;  (b) the security interests upon the Collateral of GWBS evidenced by
the GWBS Loan Documents shall have priority over all other security interests
upon the Collateral evidenced by the Loan Documents, except those evidenced by
the Fairview Loan Documents; and (c) the security interests upon the Collateral
of GSI and Shaar shall be subordinate to all security interests evidenced by the
Fairview Loan Documents and GWBS Loan Documents and shall be pari passu with
respect to each other as evidenced by that certain Intercreditor Agreement
between GSI and Shaar dated December 21, 2000 (the "GSI/Shaar Intercreditor
Agreement").  Notwithstanding anything to the contrary herein, this
Intercreditor Agreement shall not affect the rights and obligations between
Shaar and GSI as set forth in the GSI/Shaar Intercreditor Agreement.
	2.2 Each Lender shall be solely responsible for
perfecting and maintaining the perfection of its security interests in and to
each item constituting the Collateral in which such Lender has been granted a
security interest.  The provisions of this Intercreditor Agreement are intended
solely to govern the respective lien priorities as between the Lenders and,
except as set forth herein, shall not impose on any Lender any obligations in
respect of the disposition of proceeds of foreclosure on any Collateral which
would conflict with prior perfected claims therein in favor of any other person
or any order or decree of any court or governmental authority or any applicable
law.  Notwithstanding anything to the contrary herein, the relative priority
arrangements set forth in this Intercreditor Agreement are expressly conditioned
on the non-avoidability and perfection of the security interests and/or liens
evidenced by the Loan Documents and if the security interests and/or liens
evidenced by the Loan Documents are not perfected or are voidable for any
reason, then such relative priority arrangements set forth herein shall not be
effective to the extent of any such avoidability or non-perfection;
provided, however, that this condition shall be null and void and
of no effect if at any time any Lender shall directly or indirectly take any
action to contest or challenge the validity, legality, enforceability,
perfection, priority or avoidability of any other Lender's loans or documents or
any of the security interests and/or liens of any other Lender in any of the
Collateral or if such action is taken by SDKAD or SDKINGDM while Fairview is the
manager of either such entity.
	2.3 The lien priorities provided in this Section 0 shall
not be altered or otherwise affected by any amendment, modification, supplement,
extension, renewal, restatement or refinancing of any indebtedness evidenced by
any of the Loan Documents.  The respective rights and priorities of each Lender
in any assets of the Borrower not specified herein shall not be affected in any
way by this Intercreditor Agreement.
	3. Default Under the Loan Documents.

	3.1 In the event that Borrower shall cause or permit
to occur an event of default under any of the Loan Documents, such Lender that
is a party to any such Loan Document (a "Notifying Lender") will, upon becoming
aware of the existence of such event of default, use its best efforts to notify
all other Lenders of the existence of such event of default.  Receipt by any
Lender of such a notice of default shall not cause any Lender to be obligated to
cure any such default.  Failure of a Notifying Lender to provide such notice of
default shall not result in any liability to any Lender in the absence of gross
negligence or willful misconduct.  Upon receiving notice from a Notifying Lender
of an event of default for failure to pay monies due and owing to any Lender
under any Loan Document, any Lender may, but is not required to, cure such
payment default on behalf of Borrower within ten (10) business days of receiving
notice of the payment default from a Notifying Lender.  During such ten (10)
business day period, if any Lender cures such payment default, Lenders shall not
take any action against Borrower with respect to such default.  In the event
that any Lender elects to cure such payment default, any amount such Lender pays
to any other Lender to cure Borrower's payment default shall be considered a
portion of Borrower's indebtedness to such Lender.
	3.2 In the event that a default or an event of default
exists with respect to any of the Loan Documents, the applicable Lender may,
after providing written notice of such default to all other Lenders and subject
to the provisions of this Intercreditor Agreement, take any action it deems
appropriate to enforce its rights and remedies under the Loan Documents and its
security interests in or liens on, or exercise any other rights or remedies to
foreclose or otherwise realize upon, any of the Collateral.
	3.3 In the event Borrower defaults on its obligations to
any Lender and, as a result, any Lender undertakes to enforce its security
interest in the Collateral, each Lender agrees that it will not hinder, delay or
otherwise prevent such Lender from taking any and all action which such Lender
deems necessary to enforce its security interest in said Collateral and to
realize thereon.  Lenders agree that, to the extent any Lender receives any
proceeds directly from any bank account, any account debtor or from the sale of
any Collateral, then such Lender shall distribute such proceeds in accordance
with the terms of this Intercreditor Agreement.  To the extent that any Lender
retains any Collateral pursuant to its respective rights as a secured party,
such Collateral shall be divided among the Lenders in accordance with the terms
of this Intercreditor Agreement. 
	4. Standstill.  (a) Notwithstanding anything to
the contrary in Section 3.3, or the rights of any Lender under applicable law or
any provision of the Loan Documents to the contrary, each Subordinate Lender
hereby covenants that it shall not: 

(i)	(A) accelerate payment of any indebtedness or any
portion thereof under the Loan Documents, or  (B) take any other action to
enforce its rights under the Loan Documents, until the earlier of 60 days
following the effective date hereof or the execution of the Fairview Agreement;
provided that, each Lender may take any action to enforce its
rights under the Loan Documents during such 60-day period in the event that a
creditor of the Borrower who is not a party to this Agreement takes any action
or provides notice to a Lender of its intent to take any action against Borrower
to enforce its rights against the Borrower; and
(ii) 	take any action to enforce their respective rights
in, or receive payments or distributions on account of a sale or other
disposition of the Collateral upon an event of default under a Subordinate
Lender's Loan Documents so long as:







(A) 	the Fairview Debt is outstanding; and 




(B) 	(1) the Borrower, its guarantors or assigns are not
in default on the Fairview Loan Documents, or (2) in the event that the
Borrower, its guarantors or assigns are in default on the Fairview Loan
Documents, Fairview has either taken no action  to enforce its rights under the
Fairview Loan Documents or the only action it takes is to take over as manager
of SDKAD and/or SDKINGDM pursuant to its rights under the Fairview Loan
Documents; 



provided that, nothing herein shall impair the
rights of the Subordinate Lenders to take any and all action to enforce their
respective rights in the Other Collateral pursuant to Section 1.3(a) of this
Agreement. 







Notwithstanding anything to the contrary in Section 3.3,
or the rights of any Lender under applicable law or any provision of the Loan
Documents to the contrary, Fairview hereby covenants that it shall not:


accelerate payment of any indebtedness or any portion
thereof under the Fairview Loan Documents, or  (B) take any other action to
enforce its rights under the Fairview Loan Documents, until the earlier of 60
days following the effective date hereof or the execution of the Fairview
Agreement; provided that, Fairview may take any action to enforce
its rights under the Loan Documents during such period in the event that a
creditor of the Borrower who is not a party to this Agreement takes any action
or provides notice to Fairview of its intent to take any action against Borrower
to enforce its rights against the Borrower; and






(ii) 	take any action to enforce its rights in, or receive
payments or distributions on account of a sale or other disposition of the
Collateral upon an event of default of Popmail.com, inc. under the Fairview Loan
Documents so long as (A) an event of default by SDKAD or SDKINGDM (as assignees
of the Fairview Debt) has not occurred, and (B) if such event of default of
Popmail.com, inc. is due to a failure to make payments when due, SDKAD and
SDKINGDM assume the balance of the Fairview Debt not assumed by them under the
Fairview Agreement within the applicable time period provided for in the
Fairview Agreement.

		(c) 	Notwithstanding anything to the contrary in
this Section 4, but subject to Section 1.2, in the event of any Bankruptcy
Proceeding relative to SDKAD, SDKINGDM or the Collateral, or in the event of any
proceedings for voluntary liquidation, dissolution or other winding up of SDKAD
or SDKINGDM, whether or not involving insolvency or bankruptcy, the Subordinate
Lenders may take any and all action to enforce their respective rights under
their respective Loan Documents.

	5. Prepayments.  Subject to Section 1.3
of this Intercreditor Agreement, without the prior written consent of Fairview,
no Subordinate Lender shall be entitled to receive or retain any optional
prepayment (in cash, property, by set-off or otherwise) of or on account of any
Subordinate Debt.  

	6. Turn-Over of Payments Received.  In the
event that the Borrower shall make any payment on the Subordinate Debt which the
holders thereof are not permitted to receive and retain pursuant to the terms of
this Agreement, such payment shall be held in trust for the benefit of, and
shall be paid over promptly on demand to, Fairview for application to the
payment of all Fairview Debt remaining unpaid until the same shall have been
paid in full in cash, after giving effect to any concurrent payment or
distribution to Fairview.  No such payments or distributions to Fairview by any
Subordinate Lender shall be deemed to discharge any of such Subordinate
Debt.

	7. Representations and Warranties.  As a
material inducement to each other Lender to enter into this Intercreditor
Agreement, each Lender hereby represents and warrants to each other Lender that
the following are true and correct as of the date hereof and shall remain true
and correct so long as this Intercreditor Agreement is in effect:

	7.1 the execution, delivery and performance of this
Intercreditor Agreement has been duly authorized by such Lender and does not
contravene any law, any provision of the Loan Documents or any agreement to
which such Lender is a party or by which it is bound;
	7.2 this Intercreditor Agreement constitutes the legal,
valid and binding obligation of such Lender and is binding and enforceable in
accordance with its terms; and
	7.3 the Loan Documents to which such Lender is a party
are in the form of the copies thereof made available to each Lender, and no
amendment, waiver or modification thereof shall be permitted without the written
consent of all other Lenders, which shall not be unreasonably withheld or
delayed.
	8. Term; Default.  

	8.1 This Intercreditor Agreement shall continue for
so long as any Lender has a security interest in the Collateral.  This
Intercreditor Agreement shall remain in full force and effect notwithstanding
the filing of a petition for relief by or against Borrower under the United
States Bankruptcy Code. 



8.2	Nothing contained herein, or in any prior agreement or
understanding, shall be deemed to create any duty on the part of any Lender to
extend or continue financial accommodations to Borrower.



8.3	Notwithstanding anything to the contrary in the Loan
Documents or this Intercreditor Agreement, Lenders acknowledge and agree that
any additional indebtedness up to $4,000,000 of Borrower under the GSI Loan
Documents and additional indebtedness up to $500,000 of Borrower under the
Fairview Loan Documents shall not be considered an event of default or breach of
this Intercreditor Agreement or the Loan Documents and Borrower shall not be
required to obtain the consent of the Lenders to enter into any such
indebtedness; provided, however, such additional indebtedness
shall be subject to the terms of this Intercreditor Agreement.  The additional
indebtedness of  up to $500,000 under the Fairview Loan Documents shall be
considered as part of the Fairview Debt for purposes of this Agreement.
8.4	Notwithstanding anything to the contrary in the Loan
Documents or this Intercreditor Agreement, Lenders hereby consent to the
purchase by SDK AD, LLC, an Ohio limited liability company, from the Borrower of
the Collateral associated with the MOA Restaurant and the purchase by SD KINGDM,
LLC, an Ohio limited liability company, from the Borrower of the Collateral
associated with the Denver Restaurant, and hereby waive any default under each
Lender's Loan Documents that such a sale of the Collateral may create;
provided, however, Borrower shall provide five (5) business days
prior written notice to each Lender and shall cause SDK AD, LLC and SD KINGDM,
LLC to execute any and all documents deemed necessary by any Lender to continue
and maintain the Collateral and Lender's lien position in the Collateral,
including but not limited to filing all appropriate UCC's which shall have the
same priority as set forth herein.  The Collateral shall continue to be subject
to the terms and conditions of this Intercreditor Agreement.
	9. Miscellaneous.
	9.1 Neither of the parties
hereto, nor any of their managers, members, officers, agents or employees, shall
be responsible to any other party hereto or to any other person for: (a)
Borrower's solvency, financial condition or ability to repay its indebtedness to
any party hereto; (b) any oral or written statements of Borrower; or (c) the
validity, sufficiency or enforceability of any indebtedness, any agreements or
documents or the security interests and liens granted by Borrower to any party
hereto. Each party hereto has entered into its respective agreements, documents
and financing agreements with Borrower based upon its own independent
investigation, and makes no warranty or representation to any other party
hereto, with respect to the matters referred to in this Section 0.
	9.2 Nothing contained herein, or in any prior agreement
or understanding, shall be deemed to create any duty on the part of any Lender
to extend or continue to extend financial accommodations to Borrower.  
	9.3 Each Lender irrevocably waives any right to compel
any other Lender to marshal assets of the Borrower.
	9.4 Any notice required or desired to be served, given or
delivered hereunder shall be in the form and manner specified below, and shall
be addressed to the party to be notified as follows:
		If to GSI, to:				If to GWBS:

		SDK Investments, Inc.			Great Western
Business Services, Inc.
		c/o Barycenter Capital Management	14643 Dallas
Parkway, Suite 650
		PMB 329				Dallas, Texas 75240
		1232 W. Kemper Road			
		Cincinnati, Ohio 45240
		Attn: Stephen D.  King

		If to Shaar, to:				If to Fairview,
to:

		The Shaar Fund Ltd. 			Fairview Partners
		c/o Levinson Capital Management		5807 McCray
Court
		2 World Trade Center, Suite 1820		Cincinnati,
Ohio 45224
		New York, New York 10048			
		Attention:  Samuel Levinson

or to such other address as each party designates to the
other parties by notice in the manner herein prescribed.  Notice shall be deemed
given hereunder if (i) delivered personally or otherwise actually received, (ii)
sent by nationally recognized overnight courier service, (iii) mailed by first-
class United States mail, postage prepaid, certified, with return receipt
requested, or (iv) sent via telecopy machine with a duplicate signed copy sent
on the same day as provided in clause (ii) above.  Notice mailed as provided in
clause (iii) above shall be effective upon the expiration of five (5) business
days after its deposit in the United States mail, and notice telecopied as
provided in clause (iv) above shall be effective upon delivery of such telecopy
if the duplicate signed copy is sent under clause (iv) above.  Notice given in
any other manner described in this section shall be effective upon receipt by
the addressee thereof; provided, however, that if any notice is tendered to an
addressee and delivery thereof is refused by such addressee, such notice shall
be effective upon such tender unless otherwise expressly set forth in such
notice.

	9.5 THIS AGREEMENT SHALL BE DEEMED TO HAVE BEEN MADE IN
THE STATE OF OHIO AND THE VALIDITY OF THIS AGREEMENT, ITS CONSTRUCTION,
INTERPRETATION AND ENFORCEMENT, AND THE RIGHTS OF THE PARTIES HEREUNDER, SHALL
BE DETERMINED UNDER, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF OHIO. THE PARTIES HERETO AGREE THAT ALL ACTIONS OR PROCEEDINGS
ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE TRIED AND LITIGATED ONLY IN
THE STATE OR FEDERAL COURTS LOCATED IN HAMILTON COUNTY, OHIO.
	9.6 This Intercreditor Agreement shall be binding and
deemed effective when executed by each of the parties hereto.  This
Intercreditor Agreement shall bind, and inure to the benefit of, the respective
successors and assigns of each of the parties hereto, and shall be effective
before and after any bankruptcy filing by or against Borrower.
	9.7 The invalidity, illegality or unenforceability of any
provision in or obligation under this Intercreditor Agreement shall not affect
or impair the validity, legality or enforceability of the remaining provisions
or obligations under this Intercreditor Agreement.
	9.8 It is not the intent of either the parties hereto
that Borrower be a third party beneficiary hereunder or have any other rights
with respect to this Intercreditor Agreement.
	9.9 This Intercreditor Agreement cannot be changed,
amended, modified or terminated except by a written agreement signed by the duly
authorized officers of the parties hereto.  All prior agreements,
understandings, representations, warranties, and negotiations, if any, are
merged into this Agreement.
	9.10 LENDERS, TO THE EXTENT EACH
MAY LEGALLY DO SO, HEREBY EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY
CLAIM, DEMAND, ACTION, CAUSE OF ACTION OR PROCEEDING ARISING UNDER OR OUT OF
THIS AGREEMENT OR IN ANY WAY CONNECTED WITH OR RELATED TO, OR INCIDENTAL TO, THE
DEALINGS OF THE PARTIES HERETO WITH RESPECT TO THIS AGREEMENT OR THE
TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER
ARISING, AND IRRESPECTIVE OF WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.
LENDERS, TO THE EXTENT EACH MAY LEGALLY DO SO, HEREBY AGREE THAT ANY SUCH CLAIM,
DEMAND, ACTION, CAUSE OF ACTION, OR PROCEEDINGS SHALL BE DECIDED BY A COURT
TRIAL WITHOUT A JURY AND THAT EITHER PARTY HERETO MAY FILE AN ORIGINAL
COUNTERPART OR COPY OF THIS SECTION 0 WITH ANY COURT AS WRITTEN EVIDENCE OF THE
CONSENT BY THE UNDERSIGNED TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.
 	9.11 For purposes of this Agreement, the term "Borrower"
shall include any successors and assigns to Borrowers duties and obligations
under any of the Loan Documents, including, without limitation, SDKAD and
SDKINGDM.
 	9.12 Each Subordinate Lender acknowledges and consents
to Borrower assigning and SDKAD and SDKINGDM assuming a portion of the Fairview
Debt in accordance with the terms of the Fairview Agreement.
9.13 	This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which shall
together constitute one and the same instrument.




[SIGNATURE PAGE TO FOLLOW]

	IN WITNESS WHEREOF, this Intercreditor Agreement has been
duly executed and delivered by each of the parties hereto as of the date first
written above.





			GREAT WESTERN BUSINESS SERVICES, INC.




WITNESS:

_________________________________		By:________________________________<
/P>





			Name:______________________________




_________________________________		Title:______________________________
_



				FAIRVIEW PARTNERS




_________________________________		By:________________________________<
/P>









	Name:______________________________








_________________________________		Title:______________________________
_

						THE SHAAR FUND LTD.







		By:	Levinson Capital Management
















_________________________________		By:______________________________
						Name:	Sam Levinson 
_________________________________		Title:	Managing Director 

						GSI VENTURES, LLC 











By:	SDK Investments, Inc. (Manager
	of GSI Ventures, LLC)











_________________________________		By:_____________________________











Name:	Stephen D. King 










_________________________________		Title:	President


STATE OF ________________	)
				)SS:
COUNTY OF ______________	)

	This instrument was acknowledged before us this ________
day of _______________, 2001 by ___________________________,
____________________________ of Great Western Business Services, Inc., a Texas
corporation, on behalf of the corporation.

						________________________________________

						Notary Public

STATE OF ________________	)
				)SS:
COUNTY OF ______________	)

	This instrument was acknowledged before us this ________
day of _______________, 2001 by ___________________________,
____________________________ of Fairview Partners, an Ohio general partnership,
on behalf of the partnership.

						________________________________________

						Notary Public

STATE OF ________________	)
				)SS:
COUNTY OF ______________	)

	This instrument was acknowledged before us this ________
day of _______________, 2001 by Sam Levinson, Managing Director of Levinson
Capital Management, on behalf of the The Shaar Fund Ltd.

						________________________________________

						Notary Public

STATE OF ________________	)
				)SS:
COUNTY OF ______________	)

	This instrument was acknowledged before us this ________
day of _______________, 2001 by Stephen D. King, President of SDK Investments,
Inc., Manager of GSI Ventures, LLC, an Ohio limited liability company, on behalf
of the limited liability company.

						________________________________________

						Notary Public



ACKNOWLEDGMENT BY

POPMAIL.COM, INC.



The undersigned hereby acknowledges that it has received a
copy of the foregoing Intercreditor Agreement by and between Great Western
Business Services, Inc., The Shaar Fund Ltd., GSI Ventures, LLC and Fairview
Partners (the "Intercreditor Agreement"), and consents thereto, and agrees to
recognize all priorities and other rights granted therein to the parties hereto,
and the undersigned will not do any act or perform any obligation which is not
in accordance with the priorities and agreements set forth in the Intercreditor
Agreement. 

Dated:	_______________, 2001



								POPMAIL.COM, INC.
WITNESS:

______________________________				By:____________________________
____

______________________________				Name:__________________________
____

								Title:_______________________________


STATE OF ________________	)
				)SS:
COUNTY OF ______________	)

	This instrument was acknowledged before us this ________
day of _______________, 2001 by ___________________________,
____________________________ of Popmail.com, inc., a Minnesota corporation, on
behalf of the corporation.

						________________________________________

						Notary Public


ACKNOWLEDGMENT BY

SDK AD, LLC


The undersigned hereby acknowledges that it has received a
copy of the foregoing Intercreditor Agreement by and between Great Western
Business Services, Inc., The Shaar Fund Ltd., GSI Ventures, LLC and Fairview
Partners (the "Intercreditor Agreement"), and consents thereto, and agrees to
recognize all priorities and other rights granted therein to the parties hereto,
and the undersigned will not do any act or perform any obligation which is not
in accordance with the priorities and agreements set forth in the Intercreditor
Agreement. 

Dated:	_______________, 2001



								SDK AD, LLC
WITNESS:
								By:  SDK Investments, Inc.
__________________________

__________________________					By:
________________________________



								Stephen D. King, President



STATE OF ________________	)
				)SS:
COUNTY OF ______________	)

	This instrument was acknowledged before us this ________
day of _______________, 2001 by Stephen D. King, President of SDK Investments,
Inc., Manager of SDK AD, LLC, an Ohio limited liability company, on behalf of
the limited liability company.

						________________________________________

						Notary Public

ACKNOWLEDGMENT BY

SD KINGDM, LLC



The undersigned hereby acknowledges that it has received a
copy of the foregoing Intercreditor Agreement by and between Great Western
Business Services, Inc., The Shaar Fund Ltd., GSI Ventures, LLC and Fairview
Partners (the "Intercreditor Agreement"), and consents thereto, and agrees to
recognize all priorities and other rights granted therein to the parties hereto,
and the undersigned will not do any act or perform any obligation which is not
in accordance with the priorities and agreements set forth in the Intercreditor
Agreement. 

Dated:	_______________, 2001



							SD KINGDM, LLC
WITNESS:
							By:  SDK Investments, Inc.
____________________________

____________________________				By:
_________________________________
								Stephen D. King, President


STATE OF ________________	)
				)SS:
COUNTY OF ______________	)

	This instrument was acknowledged before us this ________
day of _______________, 2001 by Stephen D. King, President of SDK Investments,
Inc., Manager of SD KINGDM, LLC, an Ohio limited liability company, on behalf of
the limited liability company.

						________________________________________

						Notary Public



















-----END PRIVACY-ENHANCED MESSAGE-----

EX-4.50

Exhibit 4.50

The Warrant and the securities issuable upon exercise of this Warrant (the "Securities") have not been registered under the Securities Act of 1933 (the "Securities Act") or under any state securities or Blue Sky laws ("Blue Sky Laws"). No transfer, sale, assignment, pledge, hypothecation or other disposition of this Warrant or the Securities or any interest therein may be made except (a) pursuant to an effective registration statement under the Securities Act and any applicable Blue Sky Laws or (b) if the Company has been furnished with both an opinion of counsel for the holder, which opinion and counsel shall be reasonably satisfactory to the Company, to the effect that no registration is required because of the availability of an exemption from registration under the Securities Act and applicable Blue Sky Laws, and assurances that the transfer, sale, assignment, pledge, hypothecation or other disposition will be made only in compliance with the conditions of any such registration or exemption.

WARRANT TO PURCHASE SHARES OF COMMON STOCK

OF POPMAIL.COM, INC.

Warrant No. I-1 Irving, Texas

December 20, 2000

This certifies that, for value received, Infinity Advisors, Inc. or its successors or assigns (AHolder@) is entitled to purchase from PopMail.com, inc. (the "Company") One Hundred Thousand (100,000) fully paid and nonassessable shares (the "Shares") of the Company's Common Stock, $.01 par value (the "Common Stock") at any time and from time to time from the date hereof until December 20, 2005, at an exercise price of $0.20 per share (the "Exercise Price"), subject to adjustment as herein provided.

This Warrant is subject to the following provisions, terms and conditions:

1. Exercise of Warrant. The rights represented by this Warrant may be exercised by the Holder, in whole or in part (but not as to a fractional share of Common Stock), by the surrender of this Warrant (properly endorsed, if required, at the Company's principal office in Irving, Texas, or such other office or agency of the Company as the Company may designate by notice in writing to the Holder at the address of such Holder appearing on the books of the Company at any time within the period above named), and upon payment to it by certified check, bank draft or cash of the purchase price for such Shares. The Company agrees that the Shares so purchased shall have and are deemed to be issued to the Holder as the record owner of such Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for such Shares as aforesaid. Certificates for the Shares of Common Stock so purchased shall be delivered to the Holder within a reasonable time, not exceeding ten (10) days, after the rights represented by this Warrant shall have been so exercised, and, unless this Warrant has expired, a new Warrant representing the number of Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be delivered to the Holder within such time. The Company may require that any such new Warrant or any certificate for Shares purchased upon the exercise hereof bear a legend substantially similar to that which is contained on the face of this Warrant.

2. Transferability of this Warrant. This Warrant is issued upon the following terms, to which each Holder consents and agrees:

1. Until this Warrant is transferred on the books of the Company, the Company will treat the Holder of this Warrant registered as such on the books of the Company as the absolute owner hereof for all purposes without being affected by any notice to the contrary.

1. This Warrant may not be exercised, and this Warrant and the Shares underlying this Warrant shall not be transferable, except in compliance with all applicable state and federal securities laws, regulations and orders, and with all other applicable laws, regulations and orders.
2. Prior to making any disposition of this Warrant or of any of the Shares underlying this Warrant, the Holder will give written notice to the Company describing the manner of any such proposed disposition. The Warrant may not be transferred, and the Shares may not be transferred, without the Holder obtaining an opinion of counsel satisfactory in form and substance to the Company's counsel stating that the proposed transaction will not result in a prohibited transaction under the Securities Act of 1933, as amended ("Securities Act"), and applicable Blue Sky laws. By accepting this Warrant, the Holder agrees to act in accordance with any conditions reasonably imposed on such transfer by such opinion of counsel.
3. Neither this issuance of this Warrant nor the issuance of the Shares underlying this Warrant have been registered under the Securities Act.

1. Certain Covenants of the Company. The Company covenants and agrees that all Shares which may be issued upon the exercise of the rights represented by this Warrant, upon issuance and full payment for the Shares so purchased, will be duly authorized and issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue hereof, except those that may be created by or imposed upon the Holder or its property, and without limiting the generality of the foregoing, the Company covenants and agrees that it will from time to time take all such actions as may be requisite to assure that the par value per share of the Common Stock is at all times equal to or less than the effective purchase price per share of the Common Stock issuable pursuant to this Warrant. The Company further covenants and agrees that during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved free of preemptive or other rights for the exclusive purpose of issue upon exercise of the purchase rights evidenced by this Warrant, a sufficient number of shares of its Common Stock to provide for the exercise of the rights represented by this Warrant.
2. Adjustment of Exercise Price and Number of Shares. The Exercise Price and number of Shares are subject to the following adjustments:

1. Adjustment of Exercise Price for Stock Dividend, Stock Split or Stock Combination. In the event that (i) any dividends on any class of stock of the Company payable in Common Stock or securities convertible into or exercisable for Common Stock ("Common Stock Equivalents") shall be paid by the Company, (ii) the Company shall subdivide its then outstanding shares of Common Stock into a greater number of shares, or (iii) the Company shall combine its outstanding shares of Common Stock, by reclassification or otherwise, then, in any such event, the Exercise Price in effect immediately prior to such event shall (until adjusted again pursuant hereto) be adjusted immediately after such event to a price (calculated to the nearest full cent) determined by dividing (a) the number of shares of Common Stock outstanding immediately prior to such event, multiplied by the then existing Exercise Price, by (b) the total number of shares of Common Stock outstanding immediately after such event, and the resulting quotient shall be the adjusted Exercise Price per share. No adjustment of the Exercise Price shall be made if the amount of such adjustment shall be less than $.05 per share, but in such case any adjustment that would otherwise be required then to be made shall be carried forward and shall be made at the time and together with the next subsequent adjustment which, together with any adjustment or adjustments so carried forward, shall amount to not less than $.05 per share.
2. Adjustment of Number of Shares Purchasable on Exercise of Warrants. Upon each adjustment of the Exercise Price pursuant to this Section, the Holder shall thereafter (until another such adjustment) be entitled to purchase at the adjusted Exercise Price the number of shares, calculated to the nearest full share, obtained by multiplying the number of shares specified in such Warrant (as adjusted as a result of all adjustments in the Exercise Price in effect prior to such adjustment) by the Exercise Price in effect prior to such adjustment and dividing the product so obtained by the adjusted Exercise Price.
3. Notice as to Adjustment. Upon any adjustment of the Exercise Price and any increase or decrease in the number of shares of Common Stock purchasable upon the exercise of the Warrant, then, and in each such case, the Company within thirty (30) days thereafter shall give written notice thereof, by first class mail, postage prepaid, addressed to each Holder as shown on the books of the Company, which notice shall state the adjusted Exercise Price and the increased or decreased number of shares purchasable upon the exercise of the Warrants, and shall set forth in reasonable detail the method of calculation and the facts upon which such calculation is based.
4. Effect of Reorganization, Reclassification, Merger, etc. If at any time while any Warrant is outstanding there should be any capital reorganization of the capital stock of the Company (other than the issuance of any shares of Common Stock in subdivision of outstanding shares of Common Stock by reclassification or otherwise and other than a combination of shares provided for in Section 4(a) hereof), or any consolidation or merger of the Company with another corporation, or any sale, conveyance, lease or other transfer by the Company of all or substantially all of its property to any other corporation, which is effected in such a manner that the holders of Common Stock shall be entitled to receive cash, stock, securities, or assets with respect to or in exchange for Common Stock, then, as a part of such transaction, lawful provision shall be made so that each Holder shall have the right thereafter to receive, upon the exercise hereof, the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from such consolidation or merger, or of the corporation to which the property of the Company has been sold, conveyed, leased or otherwise transferred, as the case may be, which the Holder would have been entitled to receive upon such capital reorganization, reclassification of capital stock, consolidation, merger, sale, conveyance, lease or other transfer, if such Warrant had been exercised immediately prior to such capital reorganization, reclassification of capital stock, consolidation, merger, sale, conveyance, lease or other transfer. In any such case, appropriate adjustments (as determined by the Board of Directors of the Company) shall be made in the application of the provisions set forth in this Warrant (including the adjustment of the Exercise Price and the number of Shares issuable upon the exercise of the Warrants) to the end that the provisions set forth herein shall thereafter be applicable, as near as reasonably may be, in relation to any shares or other property thereafter deliverable upon the exercise of the Warrants as if the Warrants had been exercised immediately prior to such capital reorganization, reclassification of capital stock, such consolidation, merger, sale, conveyance, lease or other transfer and the Warrant Holders had carried out the terms of the exchange as provided for by such capital reorganization, consolidation or merger. The Company shall not effect any such capital reorganization, consolidation, merger or transfer unless, upon or prior to the consummation thereof, the successor corporation or the corporation to which the property of the Company has been sold, conveyed, leased or otherwise transferred shall assume by written instrument the obligation to deliver to each Holder such shares of stock, securities, cash or property as in accordance with the foregoing provisions such Holder shall be entitled to purchase.

1. No Rights as Stockholders. This Warrant shall not entitle the Holder as such to any voting rights or other rights as a stockholder of the Company.
2. Company Redemption Option. Notwithstanding anything to the contrary contained in this Warrant, following the effectiveness of the Registration Statement, the Company's Board of Directors shall have the right to redeem the Warrant at a redemption price of $.01 per Share if the average closing price of the Company's Common Stock for any ten (10) consecutive trading days is at least $3.00 per share (as appropriately adjusted for stock splits, stock dividends and combinations). Notice of redemption to the Holder shall be given by mailing via first class mail a notice of such redemption not less than thirty (30) days prior to the date fixed for redemption. Any notice given in the manner described above shall be conclusively presumed to have been given whether or not the Holder receives the notice.
3. Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the State of Minnesota.
4. Amendments and Waivers. The provisions of this Warrant may not be amended, modified or supplemented, and waiver or consents to departures from the provisions hereof may not be given, unless the Company agrees in writing and has obtained the written consent of the Holders.
4. Notices. All notices or communications hereunder, except as herein otherwise specifically provided, shall be in writing and if sent to the Holder shall be mailed, delivered, or telefaxed and confirmed to the Holder at his or her address set forth on the records of the Company; or if sent to the Company shall be mailed, delivered, or telefaxed and confirmed to PopMail.com, inc., 1333 Corporate Drive, Suite 350, Irving, TX 75038 or to such other address as the Company or the Holder shall notify the other as provided in this Section.

IN WITNESS WHEREOF, PopMail.com, inc. has caused this Warrant to be signed by its duly authorized officer in the date set forth above.

PopMail.com, inc.

By:______________________________

Its:______________________________

SUBSCRIPTION FORM

To be signed only upon exercise of Warrant.

The undersigned, the holder of the within Warrant, hereby irrevocably elects to exercise the purchase right represented by such Warrant for, and to purchase thereunder, ____________________ of the shares of Common Stock of PopMail.com, inc. (the "Shares") to which such Warrant relates and herewith makes payment of $_____________ therefor in cash, certified check or bank draft and requests that a certificate evidencing the Shares be delivered to, _____________________________, the address for whom is set forth below the signature of the undersigned:

Dated: ____________________

_____________________________________________

[Signature]

_________________________________________________

[Printed]

_________________________________________________ ________ _________________________________________

[Address]

ASSIGNMENT FORM

To be signed only upon authorized transfer of Warrant.

FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto _____________________________________ the right to purchase shares of Common Stock of PopMail.com, inc. to which the within Warrant relates and appoints ____________________ attorney, to transfer said right on the books of _________________ with full power of substitution in the premises.

Dated: ____________________

_____________________________________________

[Signature]

_________________________________________________

[Printed]

_________________________________________________ ________ _________________________________________

[Address]

EX-4.51

Exhibit 4.51

Schedule of Warrants Issued (I Series and RMR Series)

DATE                                    WARRANT         NUMBER OF       EXERCISE PRICE
ISSUED          WARRANT HOLDER          NO.             SHARES          EXPIRATION DATE

12/12/00        Infinity Advisors, Inc. I-1             100,000         Exercise Price: $0.20
                                                                        Expires: 12/12/05

12/12/00        Infinity Advisors, Inc. I-2             100,000         Exercise Price: $0.01
                                                                        Expires: 12/12/05

12/20/00        RMSI Investments        RMR-1           100,000         Exercise Price: $0.20
                                                                        Expires: 12/20/05

12/20/00        RMSI Investments        RMR-2           100,000         Exercise Price: $0.01
                                                                        Expires: 12/20/05



















EX-4.52
15
exh452.htm
EXHIBIT












Exhibit 4.52
The Warrant and the securities issuable
upon exercise of this Warrant (the "Securities") have not been
registered under the Securities Act of 1933 (the "Securities Act") or
under any state securities or Blue Sky laws ("Blue Sky Laws").  No
transfer, sale, assignment, pledge, hypothecation or other disposition of this
Warrant or the Securities or any interest therein may be made except pursuant to
(a)  an effective registration statement under the Securities Act and any
applicable Blue Sky Laws or (b) an opinion of counsel for the holder, which
opinion and counsel shall be reasonably satisfactory to the Company, to the
effect that no registration is required because of the availability of an
exemption from registration under the Securities Act.

	WARRANT TO PURCHASE SHARES OF COMMON STOCK

	OF POPMAIL.COM, INC.

Warrant No. JB-1	Irving, Texas
	December 8, 2000

This certifies that, for value received, JBII Corporation, a
Delaware corporation, or its successors or assigns ("Holder"), is
entitled to purchase from PopMail.com, Inc. (the "Company") eight
hundred forty thousand (840,000) fully paid and nonassessable shares (the
"Shares") of the Company's Common Stock, $.01 par value (the
"Common Stock"), at any time and from time to time from the date
hereof until March 15, 2002 (the "Warrant Exercise Period"), at an
exercise price of $0.01 per share (the "Exercise Price"), subject to
adjustment as herein provided.  All cash proceeds in excess of $300,000
generated by Holder upon sale or transfer of the Shares (net of any and all
reasonable costs, expenses, and obligations incurred by Holder in enforcing its
rights under this Warrant, exercising this Warrant, or selling or transferring
the Shares, including but not limited to any taxes, discounts, commissions, and
attorneys' fees), shall be remitted by Holder to the Company.

This Warrant is subject to the following provisions, terms
and conditions:

1.	Exercise of Warrant. 


	(a)	Exercise for Cash.	The rights
represented by this Warrant may be exercised by the Holder, in whole or in part
(but not as to a fractional share of Common Stock), during the Warrant Exercise
Period by the surrender of this Warrant (properly endorsed, if required, at the
Company's principal office in Irving, Texas, or such other office or agency of
the Company as the Company may designate by notice in writing to the Holder at
the address of such Holder appearing on the books of the Company at any time
within the period above named), and upon payment to the Company by certified
check, bank draft or cash of the purchase price for such Shares.  The Company
agrees that the Shares so purchased shall have and are deemed to be issued to
the Holder as the record owner of such Shares as of the close of business on the
date on which this Warrant shall have been surrendered and payment made for such
Shares as aforesaid.  Certificates for the Shares of Common Stock so purchased
shall be delivered to the Holder within a reasonable time, not exceeding ten
(10) days, after the rights represented by this Warrant shall have been so
exercised, and, unless this Warrant has expired, a new Warrant representing the
number of Shares, if any, with respect to which this Warrant shall not then have
been exercised shall also be delivered to the Holder within such time.  The
Company may require that any such new Warrant or any certificate for Shares
purchased upon the exercise hereof bear a legend substantially similar to that
which is contained on the face of this Warrant.

	b.	Cashless Exercise. Upon receipt of a notice of cashless
exercise, the Company shall deliver to the Holder (without payment by the Holder
of any exercise price) that number of Shares that is equal to the quotient
obtained by dividing (x) the value of the portion of the Warrant to be exercised
on the date that the Warrant shall have been surrendered (determined by
subtracting the aggregate exercise price in effect on the Exercise Date for the
number of Shares to be purchased upon exercise from the aggregate Fair Market
Value (hereinafter defined) for such Shares) by (y) the Fair Market Value of one
share of Common Stock. A notice of "cashless exercise" shall state the
number of Shares as to which the Warrant is being exercised. "Fair Market
Value" for purposes of this Section (b) shall mean the average of the
Common Stock closing prices reported by the principal exchange on which the
Common Stock is traded, or the last sale prices as reported by the Nasdaq
National Market or SmallCap Market, as the case may be, for the ten (10)
business days immediately preceding the Exercise Date or, in the event no public
market shall exist for the Common Stock at the time of such cashless exercise,
Fair Market Value shall mean the fair market value of the Common Stock as the
same shall be determined in the good faith discretion of the Board of Directors,
after full consideration of all factors then deemed relevant by such Board in
establishing such value, including by way of illustration and not limitation,
the per share purchase price of Common Stock or per security convertible into
one share of Common Stock of the most recent sale of shares of Common Stock or
securities convertible into Common Stock by the Company after the date hereof
all as evidenced by the vote of a majority of the directors then in office.
2.	Representations and Warranties of the
Company.   All corporate action on the part of the Company, its
officers, directors and shareholders necessary for the authorization, sale,
issuance and delivery of the Warrant, the Shares issuable on conversion or
exercise thereof, and the performance of all obligations of the Company
hereunder and thereunder has been taken or will be taken prior to the delivery
of this Warrant.  The execution and delivery of this Warrant, the consummation
of the transactions herein contemplated, and the compliance with the terms and
provisions of this Warrant do not and will not conflict with, or result in the
breach of, or constitute a default or an event permitting acceleration under,
the Articles of Incorporation or Bylaws of the Company, or any stock purchase
agreement, shareholder agreement, note, bank loan, credit agreement, license,
lease, or any other agreement, understanding, instrument, judgment, decree,
order, statute, rule, or regulation to which the Company is a party or by which
it is bound.  The Warrant, when executed and delivered by the Company, shall
constitute valid and legally binding obligations of the Company, enforceable
against the Company in accordance with their terms except as limited by
applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance, and other laws of general application affecting enforcement of
creditors' rights generally, as limited by laws relating to the availability of
specific performance, injunctive relief, or other equitable remedies.
3.	Transferability of this Warrant.  This Warrant
is issued upon the following terms, to which the Holder consents and agrees:



(a)	Other than any sale, pledge, or transfer to Vignette
Corporation or any sale, pledge, or transfer to a third  party approved in
writing by Vignette Corporation, Holder shall not sell or transfer this Warrant,
or the Shares issuable upon exercise of this Warrant, earlier than March 15,
2001, without the consent of the Company, which consent shall not be
unreasonably withheld. 

(b)	Until this Warrant is transferred on the books of the
Company, the Company will treat the Holder of this Warrant registered as such on
the books of the Company as the absolute owner hereof for all purposes without
being affected by any notice to the contrary, provided, that upon five days of
receipt by the Company of a notice that the Warrant has been transferred to
Vignette Corporation, the Company shall effect such transfer on its books and
records.

(c)	This Warrant may not be exercised, and this Warrant
and the Shares underlying this Warrant shall not be transferable, except in
compliance with all applicable state and federal securities laws, regulations
and orders, and with all other applicable laws, regulations and orders.

(d)	If a registration statement is not effective with
respect to the Warrant or the Shares, as the case may be, prior to making any
disposition of this Warrant or of any of the Shares underlying this Warrant, the
Holder will give written notice to the Company describing the manner of any such
proposed disposition.  In such event, the Warrant may not be transferred, and
the Shares may not be transferred, without the Holder obtaining an opinion of
counsel satisfactory in form and substance to the Company's counsel stating that
the proposed transaction will not result in a prohibited transaction under the
Securities Act.  By accepting this Warrant, the Holder agrees to act in
accordance with any conditions reasonably imposed on such transfer by such
opinion of counsel.

(e)	Neither this issuance of this Warrant nor the issuance
of the Shares underlying this Warrant have been registered under the Securities
Act.



4.	Certain Covenants of the Company.  The Company
covenants and agrees that all Shares which may be issued upon the exercise of
the rights represented by this Warrant, upon issuance and full payment for the
Shares so purchased, will be duly authorized and issued, fully paid and
nonassessable and free from all taxes, liens and charges with respect to the
issue hereof, except those that may be created by or imposed upon the Holder or
its property, and without limiting the generality of the foregoing, the Company
covenants and agrees that it will from time to time take all such actions as may
be required to assure that the par value per share of the Common Stock is at all
times equal to or less than the effective purchase price per share of the Common
Stock issuable pursuant to this Warrant.  The Company further covenants and
agrees that during the period within which the rights represented by this
Warrant may be exercised, the Company will at all times have authorized and
reserved free of preemptive or other rights for the exclusive purpose of issue
upon exercise of the purchase rights evidenced by this Warrant, a sufficient
number of shares of its Common Stock to provide for the exercise of the rights
represented by this Warrant.

5.	Adjustment of Exercise Price and Number of
Shares.  The Exercise Price and number of Shares are subject to the
following adjustments:

	(a)	Adjustment of Exercise Price for Stock
Dividend, Stock Split or Stock Combination.  In the event that (i) any
dividends on any class of stock of the Company payable in  Common Stock or
securities convertible into or exercisable for Common Stock ("Common Stock
Equivalents") shall be paid by the Company, (ii) the Company shall
subdivide its then outstanding shares of Common Stock into a greater number of
shares, or (iii) the Company shall combine its outstanding shares of Common
Stock, by reclassification or otherwise, then, in any such event, the Exercise
Price in effect immediately prior to such event shall (until adjusted again
pursuant hereto) be adjusted immediately after such event to a price (calculated
to the nearest full cent) determined by dividing (a) the number of shares of
Common Stock outstanding immediately prior to such event, multiplied by the then
existing Exercise Price, by (b) the total number of shares of Common Stock
outstanding immediately after such event, and the resulting quotient shall be
the adjusted Exercise Price per share.  No adjustment of the Exercise Price
shall be made if the amount of such adjustment shall be less than $.05 per
share, but in such case any adjustment that would otherwise be required then to
be made shall be carried forward and shall be made at the time and together with
the next subsequent adjustment which, together with any adjustment or
adjustments so carried forward, shall amount to not less than $.05 per
share.

(b)	Adjustment of Number of Shares Purchasable on
Exercise of Warrants.  Upon each adjustment of the Exercise Price pursuant
to this Section, the Holder shall thereafter (until another such adjustment) be
entitled to purchase at the adjusted Exercise Price the number of shares,
calculated to the nearest full share, obtained by multiplying the number of
shares specified in such Warrant (as adjusted as a result of all adjustments in
the Exercise Price in effect prior to such adjustment) by the Exercise Price in
effect prior to such adjustment and dividing the product so obtained by the
adjusted Exercise Price.

(c)	Notice as to Adjustment.  Upon any adjustment
of the Exercise Price and any increase or decrease in the number of shares of
Common Stock purchasable upon the exercise of the Warrant, then, and in each
such case, the Company within thirty (30) days thereafter shall give written
notice thereof, by first class mail, postage prepaid, addressed to each Holder
as shown on the books of the Company, which notice shall state the adjusted
Exercise Price and the increased or decreased number of shares purchasable upon
the exercise of the Warrants, and shall set forth in reasonable detail the
method of calculation and the facts upon which such calculation is based.

(d)	Effect of Reorganization, Reclassification, Merger,
etc.  If at any time while any Warrant is outstanding there should be any
capital reorganization of the capital stock of the Company (other than the
issuance of any shares of Common Stock in subdivision of outstanding shares of
Common Stock by reclassification or otherwise and other than a combination of
shares provided for in Section 5(a) hereof), or any consolidation or merger of
the Company with another corporation, or any sale, conveyance, lease or other
transfer by the Company of all or substantially all of its property to any other
corporation, which is effected in such a manner that the holders of Common Stock
shall be entitled to receive cash, stock, securities, or assets with respect to
or in exchange for Common Stock, then, as a part of such transaction, lawful
provision shall be made so that each Holder shall have the right thereafter to
receive, upon the exercise hereof, the number of shares of stock or other
securities or property of the Company, or of the successor corporation resulting
from such consolidation or merger, or of the corporation to which the property
of the Company has been sold, conveyed, leased or otherwise transferred, as the
case may be, which the Holder would have been entitled to receive upon such
capital reorganization, reclassification of capital stock, consolidation,
merger, sale, conveyance, lease or other transfer, if such Warrant had been
exercised immediately prior to such capital reorganization, reclassification of
capital stock, consolidation, merger, sale, conveyance, lease or other transfer.
In any such case, appropriate adjustments (as determined by the Board of
Directors of the Company) shall be made in the application of the provisions set
forth in this Warrant (including the adjustment of the Exercise Price and the
number of Shares issuable upon the exercise of the Warrants) to the end that the
provisions set forth herein shall thereafter be applicable, as near as
reasonably may be, in relation to any shares or other property thereafter
deliverable upon the exercise of the Warrants as if the Warrants had been
exercised immediately prior to such capital reorganization, reclassification of
capital stock, such consolidation, merger, sale, conveyance, lease or other
transfer and the Warrant Holders had carried out the terms of the exchange as
provided for by such capital reorganization, consolidation or merger.  The
Company shall not effect any such capital reorganization, consolidation, merger
or transfer unless, upon or prior to the consummation thereof, the successor
corporation or the corporation to which the property of the Company has been
sold, conveyed, leased or otherwise transferred shall assume by written
instrument the obligation to deliver to each Holder such shares of stock,
securities, cash or property as in accordance with the foregoing provisions such
Holder shall be entitled to purchase.

6.	No Rights as Shareholders.  This Warrant shall
not entitle the Holder as such to any voting rights or other rights as a
stockholder of the Company.

7.	Registration Rights. If the Company shall
propose to file any registration statement (other than any registration
statement on Form S-4, S-8 or any other similarly inappropriate form, or any
successor forms thereto), under the 1933 Act covering a public offering of the
Company's Common Stock (including Common Stock held by shareholders of the
Company), including without limitation the registration statement the Company
was preparing, as of November 30, 2000, on Form S-3, it shall include in the
Registration Statement (to the extent permitted by applicable regulation), the
Common Stock purchased or purchasable by the Holder upon the exercise of the
Warrant.  The Company shall bear all expenses and fees incurred in connection
with the preparation, filing, and amendment of the Registration Statement with
the Commission, except that the Holder shall pay all fees, disbursements and
expenses of any counsel or expert retained by the Holder and all underwriting
discounts and commissions, filing fees and any transfer or other taxes relating
to the Shares included in the Registration Statement.   The Holder of this
Warrant agrees to cooperate with the Company in the preparation and filing of
any Registration Statement, and in the furnishing of information concerning the
Holder for inclusion therein, or in any efforts by the Company to establish that
the proposed sale is exempt under the 1933 Act as to any proposed distribution.
Except as provided above, all attorneys' fees and expenses incurred by the
Holder in enforcing its registration rights set forth in this Section 7 shall be
paid by the Company.

8.	Governing Law.  This Warrant shall be governed
by and construed in accordance with the laws of the State of Minnesota.

9.	Amendments and Waivers.  The provisions of this
Warrant may not be amended, modified or supplemented, and waiver or consents to
departures from the provisions hereof may not be given, unless the Company
agrees in writing and has obtained the written consent of the Holders.

10.	Notices.  All notices or communications
hereunder, except as herein otherwise specifically provided, shall be in writing
and if sent to the Holder shall be mailed, delivered, or telefaxed and confirmed
to the Holder at its address set forth on the records of the Company, with a
copy to Vignette Corporation, 901 S. Mopac, Building III, Austin, Texas  78746,
Attn: General Counsel; or if sent to the Company shall be mailed, delivered, or
telefaxed and confirmed to PopMail.com, Inc., 1333 Corporate Drive # 350,
Irving, TX  75038 or to such other address as the Company or the Holder shall
notify the other as provided in this Section.

IN WITNESS WHEREOF, PopMail.com, inc. has caused this Warrant
to be signed by its duly authorized officer in the date set forth
above.













PopMail.com, inc.
By:________________________________
Its:________________________________













	SUBSCRIPTION FORM


To be signed only upon exercise of Warrant.

The undersigned, the holder of the within Warrant, hereby
irrevocably elects to exercise the purchase right represented by such Warrant
for, and to purchase thereunder, ____________________ of the shares of Common
Stock of PopMail.com, inc. (the "Shares")  to which such Warrant
relates and herewith makes payment of $_____________ therefor in cash, certified
check or bank draft and requests that a certificate evidencing the Shares be
delivered to, _______________________________, the address for whom is set forth
below the signature of the undersigned:

Dated: ____________________



(Signature)



(Address)


	ASSIGNMENT FORM


To be signed only upon authorized transfer of Warrant.

FOR VALUE RECEIVED, the undersigned hereby sells, assigns,
and transfers unto _____________________________________ the right to purchase
shares of Common Stock of PopMail.com, inc. to which the within Warrant relates
and appoints ____________________ attorney, to transfer said right on the books
of _________________ with full power of substitution in the premises.

Dated: ____________________


(Signature)



(Address)




















EX-4.53
16
exh453.htm
EXHIBIT












Exhibit 4.53

The Warrant and the securities issuable upon exercise of
this Warrant (the "Securities") have not been registered under the
Securities Act of 1933 (the "Securities Act") or under any state
securities or Blue Sky laws ("Blue Sky Laws").  No transfer, sale,
assignment, pledge, hypothecation or other disposition of this Warrant or the
Securities or any interest therein may be made except (a) pursuant to an
effective registration statement under the Securities Act and any applicable
Blue Sky Laws or (b) if the Company has been furnished with both an opinion of
counsel for the holder, which opinion and counsel shall be reasonably
satisfactory to the Company, to the effect that no registration is required
because of the availability of an exemption from registration under the
Securities Act and applicable Blue Sky Laws, and assurances that the transfer,
sale, assignment, pledge, hypothecation or other disposition will be made only
in compliance with the conditions of any such registration or exemption.

	WARRANT TO PURCHASE SHARES OF COMMON STOCK

	OF POPMAIL.COM, INC.

Warrant No. ___	Irving, Texas
	December 21, 2000

This certifies that, for value received, The Shaar Fund, or
its successors or assigns ("Holder") is entitled to purchase from
PopMail.com, inc. (the "Company") One Hundred Thousand (100,000) fully
paid and nonassessable shares (the "Shares") of the Company's Common
Stock, $.01 par value (the "Common Stock"), at any time from the date
hereof until December 21, 2005 (the "Warrant Exercise Period"), at an
exercise price per share of 120% of the Market Price (as defined below) (the
"Exercise Price"), subject to adjustment as herein provided.
"Market Price" shall mean the lower of (i) the lowest trade of
the Company's Common Stock as reported by Nasdaq or (ii) the lowest price for
which the Company sells a share of Common Stock, each determined during the
period commencing thirty (30) days prior to the date hereof and ending thirty
(30) days after the date hereof.

This Warrant is subject to the following provisions, terms
and conditions:

1.	Exercise of Warrant.  The rights represented by this Warrant
may be exercised by the Holder, in whole or in part (but not as to a fractional
share of Common Stock), by the surrender of this Warrant (properly endorsed, if
required, at the Company's principal office in Irving, Texas, or such other
office or agency of the Company as the Company may designate by notice in
writing to the Holder at the address of such Holder appearing on the books of
the Company at any time within the period above named), and upon payment to it
by certified check, bank draft or cash of the purchase price for such Shares.
The Company agrees that the Shares so purchased shall have and are deemed to be
issued to the Holder as the record owner of such Shares as of the close of
business on the date on which this Warrant shall have been surrendered and
payment made for such Shares as aforesaid.  Certificates for the Shares of
Common Stock so purchased shall be delivered to the Holder within a reasonable
time, not exceeding ten (10) days, after the rights represented by this Warrant
shall have been so exercised, and, unless this Warrant has expired, a new
Warrant representing the number of Shares, if any, with respect to which this
Warrant shall not then have been exercised shall also be delivered to the Holder
within such time.  The Company may require that any such new Warrant or any
certificate for Shares purchased upon the exercise hereof bear a legend
substantially similar to that which is contained on the face of this
Warrant.
2.	Transferability of this Warrant.  This Warrant is issued
upon the following terms, to which each Holder consents and agrees:




(a)	Until this Warrant is transferred on the books of the
Company, the Company will treat the Holder of this Warrant registered as such on
the books of the Company as the absolute owner hereof for all purposes without
being affected by any notice to the contrary.

(b)	This Warrant may not be exercised, and this Warrant
and the Shares underlying this Warrant shall not be transferable, except in
compliance with all applicable state and federal securities laws, regulations
and orders, and with all other applicable laws, regulations and orders.

(c)	Prior to making any disposition of this Warrant or of
any of the Shares underlying this Warrant, the Holder will give written notice
to the Company describing the manner of any such proposed disposition.  The
Warrant may not be transferred, and the Shares may not be transferred, without
the Holder obtaining an opinion of counsel satisfactory in form and substance to
the Company's counsel stating that the proposed transaction will not result in a
prohibited transaction under the Securities Act, and applicable Blue Sky laws.
By accepting this Warrant, the Holder agrees to act in accordance with any
conditions reasonably imposed on such transfer by such opinion of counsel.

(d)	Neither this issuance of this Warrant nor the issuance
of the Shares underlying this Warrant have been registered under the Securities
Act.



3.	Certain Covenants of the Company.  The Company covenants and
agrees that all Shares which may be issued upon the exercise of the rights
represented by this Warrant, upon issuance and full payment for the Shares so
purchased, will be duly authorized and issued, fully paid and nonassessable and
free from all taxes, liens and charges with respect to the issue hereof, except
those that may be created by or imposed upon the Holder or its property, and
without limiting the generality of the foregoing, the Company covenants and
agrees that it will from time to time take all such actions as may be requisite
to assure that the par value per share of the Common Stock is at all times equal
to or less than the effective purchase price per share of the Common Stock
issuable pursuant to this Warrant.  The Company further covenants and agrees
that during the period within which the rights represented by this Warrant may
be exercised, the Company will at all times have authorized and reserved free of
preemptive or other rights for the exclusive purpose of issue upon exercise of
the purchase rights evidenced by this Warrant, a sufficient number of shares of
its Common Stock to provide for the exercise of the rights represented by this
Warrant.
4.	Adjustment of Exercise Price and Number of Shares.  The
Exercise Price and number of Shares are subject to the following
adjustments:


	(a)	Adjustment of Exercise Price for Stock
Dividend, Stock Split or Stock Combination.  In the event that (i) any
dividends on any class of stock of the Company payable in Common Stock or
securities convertible into or exercisable for Common Stock ("Common Stock
Equivalents") shall be paid by the Company, (ii) the Company shall
subdivide its then outstanding shares of Common Stock into a greater number of
shares, or (iii) the Company shall combine its outstanding shares of Common
Stock, by reclassification or otherwise, then, in any such event, the Exercise
Price in effect immediately prior to such event shall (until adjusted again
pursuant hereto) be adjusted immediately after such event to a price (calculated
to the nearest full cent) determined by dividing (a) the number of shares of
Common Stock outstanding immediately prior to such event, multiplied by the then
existing Exercise Price, by (b) the total number of shares of Common Stock
outstanding immediately after such event, and the resulting quotient shall be
the adjusted Exercise Price per share.  No adjustment of the Exercise Price
shall be made if the amount of such adjustment shall be less than $.05 per
share, but in such case any adjustment that would otherwise be required then to
be made shall be carried forward and shall be made at the time and together with
the next subsequent adjustment which, together with any adjustment or
adjustments so carried forward, shall amount to not less than $.05 per
share.

(b)	Adjustment of Number of Shares Purchasable on
Exercise of Warrants.  Upon each adjustment of the Exercise Price pursuant
to this Section, the Holder shall thereafter (until another such adjustment) be
entitled to purchase at the adjusted Exercise Price the number of shares,
calculated to the nearest full share, obtained by multiplying the number of
shares specified in such Warrant (as adjusted as a result of all adjustments in
the Exercise Price in effect prior to such adjustment) by the Exercise Price in
effect prior to such adjustment and dividing the product so obtained by the
adjusted Exercise Price.

(c)	Notice as to Adjustment.  Upon any adjustment
of the Exercise Price and any increase or decrease in the number of shares of
Common Stock purchasable upon the exercise of the Warrant, then, and in each
such case, the Company within thirty (30) days thereafter shall give written
notice thereof, by first class mail, postage prepaid, addressed to each Holder
as shown on the books of the Company, which notice shall state the adjusted
Exercise Price and the increased or decreased number of shares purchasable upon
the exercise of the Warrants, and shall set forth in reasonable detail the
method of calculation and the facts upon which such calculation is based.

(d)	Effect of Reorganization, Reclassification, Merger,
etc.  If at any time while any Warrant is outstanding there should be any
capital reorganization of the capital stock of the Company (other than the
issuance of any shares of Common Stock in subdivision of outstanding shares of
Common Stock by reclassification or otherwise and other than a combination of
shares provided for in Section 4(a) hereof), or any consolidation or merger of
the Company with another corporation, or any sale, conveyance, lease or other
transfer by the Company of all or substantially all of its property to any other
corporation, which is effected in such a manner that the holders of Common Stock
shall be entitled to receive cash, stock, securities, or assets with respect to
or in exchange for Common Stock, then, as a part of such transaction, lawful
provision shall be made so that each Holder shall have the right thereafter to
receive, upon the exercise hereof, the number of shares of stock or other
securities or property of the Company, or of the successor corporation resulting
from such consolidation or merger, or of the corporation to which the property
of the Company has been sold, conveyed, leased or otherwise transferred, as the
case may be, which the Holder would have been entitled to receive upon such
capital reorganization, reclassification of capital stock, consolidation,
merger, sale, conveyance, lease or other transfer, if such Warrant had been
exercised immediately prior to such capital reorganization, reclassification of
capital stock, consolidation, merger, sale, conveyance, lease or other transfer.
In any such case, appropriate adjustments (as determined by the Board of
Directors of the Company) shall be made in the application of the provisions set
forth in this Warrant (including the adjustment of the Exercise Price and the
number of Shares issuable upon the exercise of the Warrants) to the end that the
provisions set forth herein shall thereafter be applicable, as near as
reasonably may be, in relation to any shares or other property thereafter
deliverable upon the exercise of the Warrants as if the Warrants had been
exercised immediately prior to such capital reorganization, reclassification of
capital stock, such consolidation, merger, sale, conveyance, lease or other
transfer and the Warrant Holders had carried out the terms of the exchange as
provided for by such capital reorganization, consolidation or merger.  The
Company shall not effect any such capital reorganization, consolidation, merger
or transfer unless, upon or prior to the consummation thereof, the successor
corporation or the corporation to which the property of the Company has been
sold, conveyed, leased or otherwise transferred shall assume by written
instrument the obligation to deliver to each Holder such shares of stock,
securities, cash or property as in accordance with the foregoing provisions such
Holder shall be entitled to purchase.

5.	No Rights as Stockholders.  This Warrant shall not entitle
the Holder as such to any voting rights or other rights as a stockholder of the
Company.
6.	Governing Law.  This Warrant shall be governed by and
construed in accordance with the laws of the State of Minnesota.
7.	Amendments and Waivers.  The provisions of this Warrant may
not be amended, modified or supplemented, and waiver or consents to departures
from the provisions hereof may not be given, unless the Company agrees in
writing and has obtained the written consent of the Holders.
8.	Notices.  All notices or communications hereunder, except as
herein otherwise specifically provided, shall be in writing and if sent to the
Holder shall be mailed, delivered, or telefaxed and confirmed to the Holder at
his or her address set forth on the records of the Company; or if sent to the
Company shall be mailed, delivered, or telefaxed and confirmed to PopMail.com,
inc., 1333 Corporate Drive, Suite 350, Irving, TX  75038 or to such other
address as the Company or the Holder shall notify the other as provided in this
Section.


IN WITNESS WHEREOF, PopMail.com, inc. has caused this Warrant
to be signed by its duly authorized officer in the date set forth above.













PopMail.com, inc.

By:___________________________________
	Its:________________________________



SUBSCRIPTION FORM













To be signed only upon exercise of Warrant.

The undersigned, the holder of the within Warrant, hereby
irrevocably elects to exercise the purchase right represented by such Warrant
for, and to purchase thereunder, ___________________________________________ of
the shares of Common Stock of PopMail.com, inc. (the "Shares")  to
which such Warrant relates and herewith makes payment of $______ therefor
in cash, certified check or bank draft and requests that a certificate
evidencing the Shares be delivered to, _______________________________, the
address for whom is set forth below the signature of the undersigned:

Dated: ____________________



(Signature)



(Address)

	ASSIGNMENT FORM


To be signed only upon authorized transfer of Warrant.

FOR VALUE RECEIVED, the undersigned hereby sells, assigns,
and transfers unto _____________________________________ the right to purchase
shares of Common Stock of PopMail.com, inc. to which the within Warrant relates
and appoints ____________________ attorney, to transfer said right on the books
of _________________ with full power of substitution in the premises.

Dated: ____________________


(Signature)



(Address)


EX-4.54
17
exh454.htm
EXHIBIT











Exhibit 4.54

Schedule of Warrants
Issued in Connection with Convertible Secured Debt
Financing

Date of         Name of                 Warrant Number          Expiration Date
Issuance        Warrant Recipient       No.     Shares


12/01/00        GSI Ventures, LLC       GSI-1   200,000         12/01/05

12/08/00        GSI Ventures, LLC       GSI-2    50,000         12/08/05

12/13/00        GSI Ventures, LLC       GSI-3    50,000         12/13/05

12/15/00        GSI Ventures, LLC       GSI-4    50,000         12/15/05

12/21/00        The Shaar Fund, Ltd.    GSI-5   100,000         12/21/05

02/08/01        GSI Ventures, LLC       GSI-6    35,000         02/08/06























EX-4.55
18
exh455.htm
EXHIBIT













Exhibit 4.55

March 12, 2000


To:	Henry Fong, Gulfstream Partners

From:	PopMail.com, Inc.

Re:	Amended and Restated Letter Agreement for Investment

Dear Mr. Fong:

	PopMail.com, Inc. ("PopMail" of the "Company") hereby
agrees to sell shares of its common stock to Gulfstream Partners
("Gulfstream") on the following terms, which have been amended and
restated from the terms of our previous letter agreement dated October 30,
2000:





Gulfstream hereby subscribes for and purchases 3,000,000
shares of common stock, par value $.01 per share (the "Common
Stock") of PopMail. Upon the shareholder approval and filing of
the amendment to the Articles of Incorporation referred to above, the shares of
Common Stock issued to Gulfstream will be duly authorized, validly issued, fully
paid and non-assessable.

In payment for the Common Stock, Gulfstream agrees to pay
to the Company a cash purchase price of Four Hundred Twenty-five Thousand
Dollars ($425,000). The purchase price will be paid no later than October 30,
2000. 

Gulfstream acknowledges that an investment in PopMail is
highly speculative, involves a high degree of risk and immediate dilution and is
suitable only for persons who can afford to lose their entire investment.
Gulfstream represents and warrants that it is Gulfstream's intention to acquire
the Common Stock for its account for investment purposes and not with a view to
resale in connection with any distribution thereof.  Gulfstream further
represents and agrees that if Gulfstream should later desire to dispose of or
transfer any of the Common Stock in any manner, Gulfstream shall not do so
without registration of the Common Stock pursuant to the Securities Act of 1933
(the "Act") and applicable state laws, unless Gulfstream obtains an
opinion of counsel satisfactory to the Company that such proposed disposition or
transfer may be made lawfully without the registration. Gulfstream understands
and acknowledges that the stock certificate representing the shares of Common
Stock subscribed for hereby and to be issued by the Company upon acceptance of
this Subscription Agreement, will contain an appropriate restrictive legend
evidencing the above restrictions.

PopMail agrees that as soon as practicable and in no
event more than 60 days after the issuance of the Common Stock, it will file
with the Securities and Exchange Commission a registration statement on Form S-3
(or, if such form is unavailable, on such other form as is available for such
registration), covering the resale of the Common Stock. PopMail will use its
best efforts to have such registration statement declared effective by the SEC
within 30 days after the filing of the registration statement. PopMail will use
its best efforts to keep the registration statement effective at all times until
the earlier of (i) two years after the date of this Agreement or (ii) the date
on which Gulfstream or its assignee has sold all of the Common Stock.

Gulfstream shall maintain the right to assign up to
1,588,235 of the aforementioned 3,000,000 shares to Wayne Mills, Blake Capital
Partners or such other assignee as Gulfstream requests.

This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and to their successors and assigns. This
instrument contains the entire agreement of the parties, and there are no
representations, covenants or other agreements except as stated or referred to
herein. This Agreement shall be governed by and construed in accordance with the
laws of the State of Minnesota.

















Very truly yours,

POPMAIL.COM, INC.


By ____________________
Its ____________________
















The undersigned agrees to purchase the Common Stock described above
subject to the terms and conditions of this Amended and Restated Letter
Agreement.

GULFSTREAM PARTNERS
By ______________________
Its ______________________

Date: March 12, 2001



















EX-4.56
19
exh456.htm
EXHIBIT












Exhibit 4.56



SUBSCRIPTION AGREEMENT

	This SUBSCRIPTION AGREEMENT (the "Agreement") is made as of
March 16, 2001, by and between PopMail.com, inc., a Minnesota corporation (the
"Company"), and Goben Enterprises L.P. (the
"Purchaser").

	WHEREAS, the Company desires to sell to Purchaser, and Purchaser desires
to purchase, Five Hundred Thousand (500,000) shares of the Company's common
stock, $.01 par value (the "Shares") for an aggregate price of Thirty-
five Thousand Dollars ($35,000).

	NOW, THEREFORE, in consideration of the mutual covenants and upon the
terms and subject to the conditions set forth herein, the Company and Purchaser
agree as follows:





Acquisition of Shares. In accordance with the
terms and conditions set forth herein, the Company hereby agrees to sell,
transfer, convey and deliver to Purchaser, and Purchaser hereby agrees to
acquire on the date hereof, all right, title and interest in the Shares.  The
aggregate purchase price of the Shares shall be Thirty-five Thousand Dollars
($35,000) payable upon the parties' execution of this Agreement.  Promptly after
the execution of this Agreement and receipt of the Purchaser's payment the
Company shall deliver to Purchaser a stock certificate evidencing the
Shares.
Representations, Warranties and Covenants of the
Purchaser.  The Purchaser represents and warrants to the Company as
follows:






Binding Obligation.  This Agreement constitutes
the legal, valid and binding obligation of Purchaser in accordance with the
terms hereof.
Representations, Warranties and Covenants of the
Purchaser. 








Purchaser has been given access to full and complete
information regarding the Company (including the opportunity to meet with
Company officers and review such other documents as Purchaser may have requested
in writing).
Purchaser represents that it is an "Accredited
Investor," as that term is defined in Rule 501(a) promulgated in connection
with the Securities Act of 1933, as amended.
Purchaser is experienced and knowledgeable in financial
and business matters, is capable of evaluating the merits and risks of investing
in the Shares, and does not need or desire the assistance of a knowledgeable
representative to aid in the evaluation of such risks.
Purchaser realizes that a purchase of the Shares
represents a speculative investment involving a high degree of risk.
Purchaser realizes that the Shares have not been
registered for sale under the Securities Act of 1933, as amended, (the
"Act"), or applicable state securities laws (the "State
Laws") and may be sold only pursuant to registration under the Act and
State Laws, or an opinion of counsel satisfactory to counsel for the Company
that such registration is not required.
Purchaser is a resident of the State of
Florida.








Representations, Warranties and Covenants of the
Company.  The Company hereby represents, warrants and covenants to Purchaser
as follows:







Binding Obligation. This Agreement constitutes
the legal, valid and binding obligation of Purchaser in accordance with the
terms hereof.

No Legal Bar. The Company is not prohibited by any
order, writ, injunction or decree of any body of competent jurisdiction from
consummating the transactions contemplated by this Agreement, and no such action
or proceeding is pending against Company which questions the validity of this
Agreement or any of the transactions contemplated hereby.

Regulatory Approvals. There are no consents,
approvals, authorizations and other requirements prescribed by any law, rule or
regulation which must be obtained or satisfied by Company in order to permit the
consummation of the transactions contemplated by this Agreement.

Registration Under the Securities Act of 1933.
The Company shall include the Shares in its next registration statement filed
under the Act.  The Company shall prepare and file a registration statement
under the Act (the "Registration Statement") registering the Shares
for resale within 90 days of the date of this Agreement.  The Company shall bear
all expenses and fees incurred in connection with the preparation, filing, and
amendment of the Registration Statement with the Securities and Exchange
Commission, except that the Purchaser (or its assignee) shall pay (i) all fees,
disbursements and expenses of any counsel or expert retained by Purchaser and
(ii) all underwriting discounts and commissions, filing fees and any transfer or
other taxes relating to the Shares included in the Registration
Statement.



4.	Legend. The certificates representing the
Common Shares shall have imprinted a legend containing substantially the
following language:




"The securities represented by this certificate have
not been registered under either the Securities Act of 1933, as amended, or
applicable state securities laws and may not be sold, transferred, assigned,
offered, pledged or otherwise distributed for value unless there is an effective
registration statement under such Act and such laws covering such securities, or
the Company receives an opinion of counsel acceptable to the Company stating
that such sale, transfer, assignment, offer, pledge or other distribution for
value is exempt from the registration and prospectus delivery requirements of
such Act and such laws."



	5.	Miscellaneous.  

(a)	Governing Law.  This Agreement shall be
governed by and construed in accordance with the internal laws of the State of
Minnesota, without giving effect to the principles of conflict of laws.





Entire Agreement; Severability and
Enforcement.









This Agreement and the instruments delivered pursuant
hereto constitute the entire agreement between the parties and supersede all
prior agreements and understandings, written or oral, between the parties
relating to the subject matter hereof.  This Agreement may be amended or
supplemented only by a writing signed by all of the parties hereto.

Each provision of this Agreement is severable.  If any
provision of this Agreement is found to be unenforceable or in violation of any
statute, rule, regulation, order or decree of any governmental authority, court
or agency, then such provision shall be modified to the minimum extent necessary
so as to render it enforceable and cure such violation, and all other provisions
hereof shall remain in full force and effect notwithstanding such
violation.









Facsimile/Counterpart Execution. This Agreement
may be executed by facsimile transmitted signature, and both parties agree that
the reproduction of signatures by way of telecopying devices shall be treated as
though such reproductions were executed originals.  This Agreement may be
executed in counterparts, each of which shall be considered an
original.



IN WITNESS WHEREOF, the parties have
executed this Agreement as of the date and year first written above.
PopMail.com,
Inc.					


By:_____________________________	____________________________
__
   	Stephen J. Spohn				Goben Enterprises L.P.
("Purchaser")















Chief Financial
Officer	By:____________________________	
PopMail.com, Inc.	SS#:_________________________














	1333 Corporate Drive, Suite 350	Address:
______________________	
	Irving, TX
75038			______________________________
							_________________________






















EX-10.20
20
exh1020.htm
EXHIBIT











EXHIBIT 10.20
Date of		Name of		Warrant	        Number		Expiration
Issuance	Recipient	No.		Shares		Date		Status

3/03/99	Michael A. Bird		BWL-1		25,000		3/03/2004	Cancelled
3/03/99	John E. Feltl		BWL-2		82,500		3/03/2004
3/03/99	Stephen D. King		BWL-3		82,500		3/03/2004
3/03/99	Timothy I. Maudlin		BWL-4		50,000		3/03/2004
3/03/99	Wayne W. Mills		BWL-5		250,000		3/03/2004	Cancelled

Note: all share amounts and exercise prices are pre-split values.




















EX-10.23
21
exh1023.htm
EXHIBIT












EXHIBIT 10.23


Schedule of Warrants Issued in Connection with Series A 8% Convertible
Preferred Stock
Date of	Name of		Warrant	Number		Expiration
Issuance	Holder	 	No. 	Shares		Date /Status

5/14/99	The Shaar Fund, Ltd	A-1	300,000		5/14/2004
						Cancelled

5/14/99	Progressive Group	A-2	150,000		5/14/2004


NOTE:  All share amounts and exercise
prices reflect pre-split values.




















EX-10.29
22
exh1029.htm
EXHIBIT












EXHIBIT 10.29


Schedule of Warrants
Issued in Connection with Series C 8% Convertible Preferred
Stock

Date of	Name of 		Warrant	Number		Exercise Price
Issuance	Recipient		No.	Shares		Expiration Date

11/12/99	The Shaar Fund, Ltd.	C-1	100,000		$3.00
						7/13/2004
						Cancelled

7/13/99	Progressive Group	C-2	150,000		$3.00
						7/13/2004

11/12/99	The Shaar Fund, Ltd.	C-1b	100,000		$3.00
						7/13/2004
						Cancelled

11/12/99	The Shaar Fund, Ltd.	C-3	200,000		$2.00
						7/13/2004
						Cancelled



Note:  All share numbers and exercise prices are pre-split values.




















EX-10.33
23
exh1033.htm
EXHIBIT










EXHIBIT 10.33


Schedule of Warrants
Issued in Connection with Series D 8% Convertible Preferred
Stock

Date of		Name of		Warrant		Number		Expiration Date
Issuance		Recipient		No.		Shares


8/31/99		The Shaar Fund, Ltd.	D-1		300,000		8/31/2004
								Cancelled

8/31/99		Progressive Group	D-2		150,000		8/31/2004

Note:  All share amounts are pre-split
values.




















EX-10.52
24
exh1052.htm
EXHIBIT












Exhibit 10.52

STOCK PURCHASE AGREEMENT
By and Between
NETCALENDAR, INC.
and
POPMAIL.COM, INC.
______________________________
August __, 2000
______________________________






STOCK PURCHASE AGREEMENT


This Stock Purchase Agreement (the "Agreement") is entered into as of
August 8, 2000 (the "Effective Date") by and between NetCalendar, Inc., a
corporation organized under the laws of the State of Delaware (hereinafter
"NetCalendar"), and PopMail.com, inc., a Minnesota corporation
("PopMail").



W I T N E S S E T H:


WHEREAS, PopMail desires to purchase 27,624 shares of NetCalendar common
stock, par value $0.01 per share (the "Shares") and NetCalendar is willing to
sell the Shares to PopMail pursuant to the terms, and subject to the conditions
set forth hereinafter.
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
A G R E E M E N T:




PURCHASE AND SALE OF STOCK


Purchase and Sale.  Pursuant to the terms, and subject to the
conditions set forth herein, NetCalendar shall issue and sell the Shares to
PopMail, and PopMail shall purchase the Shares from NetCalendar for the price of
$1,000,000 (the "Purchase Price") payable in the manner specified in Section
1.2.

Payment of the Purchase Price. The Purchase Price shall be paid in
shares of PopMail common stock, $.01 par value, ("Purchase Price Shares")
delivered to NetCalendar at the closing (the "Closing") of the purchase
transaction contemplated herein selected by mutual agreement of the parties, but
not later than August 26, 2000 (the "Initial Closing Date").  For purposes of
this Section 1.2, the Purchase Price Shares shall be valued at the average
closing share price of PopMail common stock for the ten consecutive trading days
preceding the second business day prior to the Initial Closing Date (the
"Initial Closing Share Price"); provided, however, that PopMail
shall not be obligated to issue shares of its common stock at an effective per
share price of less than $.50.  If the average closing share price of PopMail
common stock for the ten consecutive trading days preceding the second business
day prior to the Initial Closing Date is less than $.50, PopMail shall offer to
NetCalendar Purchase Price Shares at an effective per share price of $.50 and
NetCalendar shall have the option to accept such offer (in which event the
Initial Closing Share Price shall be $.50) or to reject such offer and terminate
this Agreement pursuant to Section 6.1.
The Closing.  The Closing shall take place at the offices of Maslon
Edelman Borman & Brand, LLP, 3300 Wells Fargo Center, Minneapolis, MN 55402.
At the Closing, NetCalendar shall deliver to PopMail a certificate representing
the Shares in a form reasonably satisfactory to PopMail and its counsel and duly
executed by authorized officers of NetCalendar. At the Closing, PopMail shall
deliver to NetCalendar certificates representing the Purchase Price Shares in a
form reasonably satisfactory to NetCalendar and its counsel and duly executed by
authorized officers of PopMail. 
Supplemental Closing.  During the seven (7) business day period
commencing on the 435th day following the Initial Closing Date, NetCalendar
shall make the following determinations:  (a) the average per share selling
price (the "Average Selling Price") of all Purchase Price Shares, if any, sold
by NetCalendar during the 15-month period beginning upon the Initial Closing
Date pursuant to the provisions of Section 5.2 hereof, and (b) the number of
Purchase Price Shares, if any, which NetCalendar offered for sale at any time
pursuant to the provisions of Section 5.2 hereof, but was not able to sell due
to lack of a buyer during the applicable period (the "Unsold Purchase Price
Shares").  NetCalendar shall provide to PopMail written notice of each such
determination in reasonable detail, which notice shall include a certificate
containing any Unsold Purchase Price Shares (the "Lookback Notice").  If the
Average Selling Price of Purchase Price Shares sold by NetCalendar during such
period is less than the Initial Closing Share Price of such shares, NetCalendar
shall have the right to receive additional cash or, at PopMail's option, shares
of PopMail common stock ("Supplemental Purchase Price Shares") equal in value to
the amount by which the Initial Closing Share Price exceeds the Average Selling
Price, multiplied by the number of Purchase Price Shares sold by NetCalendar
during such 15-month period (such amount constituting the "Supplemental Purchase
Price").  In addition to the Supplemental Purchase Price, to the extent
NetCalendar has returned any Unsold Purchase Price Shares with the Lookback
Notice, NetCalendar shall have the right to receive, in exchange therefor, such
number of NetCalendar Shares as provided  below.  On the 10th business day
following the date of the Lookback Notice delivered in accordance herewith(the
"Supplemental Closing Date"), PopMail shall deliver to NetCalendar (a) either
cash or one or more certificates executed by duly authorized officers of PopMail
representing Supplemental Purchase Price Shares equal in value to the
Supplemental Purchase Price, and (b) such number of Shares as shall have been
purchased by PopMail with the Unsold Purchase Price Shares as of the Initial
Closing Date.  For purposes of this Section 1.4, the value of the Supplemental
Purchase Price Shares shall be equal to the average closing share price of
PopMail common stock for the ten consecutive trading days preceding the second
business day prior to the Supplemental Closing Date.  In the event that the
Supplemental Registration Statement is not declared effective by the Securities
and Exchange Commission (the "SEC") on or before the Supplemental Registration
Due Date, or is not maintained effective throughout the Supplemental
Registration Period, pursuant to the provisions of Section 5.3 hereof,
NetCalendar shall be entitled to return to PopMail certificates representing
such number of Supplemental Purchase Price Shares as shall then be held by
NetCalendar (such shares representing the "Unrealized Supplemental Purchase
Price") and PopMail shall, within five (5) days following receipt of same,
either pay to NetCalendar the Unrealized Supplemental Purchase Price in cash or
return to NetCalendar that number of Shares as shall have been equivalent in
value to the Unrealized Supplemental Purchase Price as of the Initial Closing
Date.


REPRESENTATIONS AND WARRANTIES


Representations and Warranties of NetCalendar.  NetCalendar
hereby represents and warrants to PopMail as of the date hereof as follows:


Organization and Qualification.  NetCalendar is a corporation,
validly existing and in good standing under the laws of the State of Delaware,
with the requisite corporate power and authority to own and use its properties
and assets and to carry on its business as currently conducted.  NetCalendar is
duly qualified to do business and is in good standing as a foreign corporation
in each jurisdiction in which the nature of the business conducted or property
owned by it makes such qualification necessary, except where the failure to be
so qualified or in good standing, as the case may be, could not, individually or
in the aggregate, (x) adversely affect the legality, validity or enforceability
of the Shares or this Agreement, (y) have a material adverse effect on the
results of operations, assets, or financial condition of NetCalendar, or (z)
adversely impair NetCalendar's ability to perform fully on a timely basis its
material obligations under this Agreement (a "Material Adverse Effect").
Authorization; Enforcement.  NetCalendar has the requisite corporate
power and authority to enter into and to consummate the transactions
contemplated by this Agreement and to otherwise carry out its obligations
thereunder. The execution and delivery of this Agreement by NetCalendar and the
consummation by it of the transactions contemplated hereby have been duly
authorized by all necessary action on the part of NetCalendar. This Agreement
has been duly executed by NetCalendar and when delivered in accordance with the
terms hereof shall constitute the legal, valid and binding obligation of
NetCalendar enforceable against NetCalendar in accordance with its terms, except
as such enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating to, or
affecting generally the enforcement of, creditors' rights and remedies or by
other equitable principles of general application.  NetCalendar is not in
violation of any provision of its certificate of incorporation, bylaws or other
charter documents.
Capitalization.  The authorized, issued and outstanding capital stock
of NetCalendar is set forth in Schedule 2.1(c).  The only shares of currently
issued and outstanding NetCalendar capital stock (including shares of common
stock) entitled to preemptive or similar rights are shares of Series A, B and C
Convertible Preferred Stock. Except as disclosed in Schedule 2.1(c), there are
no outstanding options, warrants, script rights to subscribe to, calls or
commitments of any character whatsoever relating to, or, securities, rights or
obligations convertible into or exchangeable for, or giving any person any right
to subscribe for or acquire any shares of common stock, or contracts,
commitments, understandings, or arrangements by which NetCalendar is or may
become bound to issue additional shares of common stock, or securities or rights
convertible or exchangeable into shares of common stock. 
Issuance of the Shares.  The Shares are duly authorized, and, when
issued against payment as contemplated by this Agreement, shall be validly
issued.
No Conflicts.  The execution, delivery and performance of this
Agreement by NetCalendar and the consummation by NetCalendar of the transactions
contemplated hereby do not and will not (i) conflict with or violate any
provision of its certificate of incorporation, bylaws or other charter documents
(each as amended through the date hereof), (ii) conflict with, or constitute a
default (or an event which with notice or lapse of time or both would become a
default) under, or give to others any rights of termination, amendment,
acceleration or cancellation of, any agreement, indenture or instrument
(evidencing a NetCalendar debt or otherwise) to which NetCalendar is a party or
by which any property or asset of NetCalendar is bound or affected, or (iii)
result in a violation of any law, rule, regulation, order, judgment, injunction,
decree or other restriction of any court or governmental authority to which
NetCalendar is subject (including federal and state securities laws and
regulations), or by which any property or asset of NetCalendar is bound or
affected, except in the case of each of clauses (ii) and (iii), as could not,
individually or in the aggregate, have or result in a Material Adverse Effect.
The business of NetCalendar is not being conducted in violation of any law,
ordinance or regulation of any governmental authority, except for violations
which, individually or in the aggregate, could not have or result in a Material
Adverse Effect.
Consents and Approvals.  NetCalendar is not required to obtain any
consent, waiver, authorization or order of, or make any filing or registration
with, any court or other federal, state, local, foreign or other governmental
authority or other Person (defined below) in connection with the execution,
delivery and performance by NetCalendar of this Agreement other than where the
failure to obtain such consent, waiver, authorization or order, or to give or
make such notice or filing, could not have or result in, individually or in the
aggregate, a Material Adverse Effect.  NetCalendar shall deliver to PopMail the
Shares in the manner contemplated hereby free and clear of all liens and
encumbrances of any nature whatsoever. A "Person" means an individual or
corporation, partnership, trust, incorporated or unincorporated association,
joint venture, limited liability company, joint stock company, government (or an
agency or subdivision thereof) or other entity of any kind.
Litigation; Proceedings.  Except as specifically disclosed in
Schedule 2.1(g), there is no action, suit, notice of violation, proceeding or
investigation pending or, to the knowledge of NetCalendar, threatened against or
affecting NetCalendar or any of its properties before or by any court,
governmental or administrative agency or regulatory authority (federal, state,
county, local or foreign) which (i) adversely affects or challenges the
legality, validity or enforceability of this Agreement or the Shares or (ii)
could, individually or in the aggregate, have or result in a Material Adverse
Effect.
No Default or Violation.  NetCalendar (i) is not in default under or
in violation of (and has not received notice of a claim that it is in default
under or that it is in violation of) any indenture, loan or credit agreement or
any other agreement or instrument to which it is a party or by which it or any
of its properties is bound, (ii) is not in violation of any order of any court,
arbitrator or governmental body, or (iii) is not in violation of any statute,
rule or regulation of any governmental authority, except as could not
individually or in the aggregate, have or result in, a Material Adverse
Effect.
Private Offering.  Assuming the accuracy of the representations and
warranties of PopMail set forth in Sections 2.2(h), (i) and (j), the offer,
issuance and sale of the Shares to PopMail as contemplated hereby are exempt
from the registration requirements of the Securities Act of 1933, as amended
(the "Securities Act").
Investment Intent.  NetCalendar is acquiring the Purchase Price
Shares, and may acquire the Supplemental Purchase Price Shares, for
NetCalendar's own account for investment purposes only and not with a view to or
for distributing or reselling such securities except pursuant to a registration
statement then effective under the Securities Act.
Access to Information. NetCalendar acknowledges that NetCalendar has
been afforded (i) the opportunity to ask such questions as NetCalendar has
deemed necessary of, and to receive answers from, representatives of PopMail
concerning the merits and risks of investing in the Purchase Price Shares and
the Supplemental Purchase Price Shares; (ii) access to information about PopMail
and PopMail's financial condition, results of operations, business, properties,
management and prospects sufficient to enable NetCalendar to evaluate
NetCalendar's investment; and (iii) the opportunity to obtain such additional
information which PopMail possesses or can acquire without unreasonable effort
or expense that is necessary to make an informed investment decision.
Reliance. NetCalendar understands and acknowledges that (i) the
Purchase Price Shares and the Supplemental Purchase Price Shares are being
issued to NetCalendar without registration under the Securities Act in a private
placement that is exempt from the registration provisions of the Securities Act
and (ii) the availability of such exemption, depends in part on, and PopMail
will rely upon the accuracy and truthfulness of, the foregoing representations
and NetCalendar hereby consents to such reliance.

Representations and Warranties of PopMail.  PopMail hereby represents
and warrants to NetCalendar as of the date hereof as follows:


Organization and Qualification.  PopMail is a corporation, validly
existing and in good standing under the laws of the State of Minnesota, with the
requisite corporate power and authority to own and use its properties and assets
and to carry on its business as currently conducted.  PopMail is duly qualified
to do business and is in good standing as a foreign corporation in each
jurisdiction in which the nature of the business conducted or property owned by
it makes such qualification necessary, except where the failure to be so
qualified or in good standing, as the case may be, could not, individually or in
the aggregate, (x) adversely affect the legality, validity or enforceability of
the Purchase Price Shares, the Supplemental Purchase Price Shares or this
Agreement, (y) have a material adverse effect on the results of operations,
assets, or financial condition of PopMail, or (z) adversely impair PopMail's
ability to perform fully on a timely basis its material obligations under this
Agreement (a "Material Adverse Effect").
Authorization; Enforcement.  PopMail has the requisite corporate
power and authority to enter into and to consummate the transactions
contemplated by this Agreement and to otherwise carry out its obligations
thereunder. The execution and delivery of this Agreement by PopMail and the
consummation by it of the transactions contemplated hereby have been duly
authorized by all necessary action on the part of PopMail. This Agreement has
been duly executed by PopMail and when delivered in accordance with the terms
hereof shall constitute the legal, valid and binding obligation of PopMail
enforceable against PopMail in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating to, or
affecting generally the enforcement of, creditors' rights and remedies or by
other equitable principles of general application.  PopMail is not in violation
of any provision of its articles of incorporation, bylaws or other charter
documents.
Issuance of the Purchase Price Shares and the Supplemental Purchase Price
Shares.  The Purchase Price Shares and the Supplemental Purchase Price
Shares are duly authorized, and, when issued against payment as contemplated by
this Agreement, shall be validly issued.
No Conflicts.  The execution, delivery and performance of this
Agreement by PopMail and the consummation by PopMail of the transactions
contemplated hereby do not and will not (i) conflict with or violate any
provision of its articles of incorporation, bylaws or other charter documents
(each as amended through the date hereof), (ii) conflict with, or constitute a
default (or an event which with notice or lapse of time or both would become a
default) under, or give to others any rights of termination, amendment,
acceleration or cancellation of, any agreement, indenture or instrument
(evidencing a PopMail debt or otherwise) to which PopMail is a party or by which
any property or asset of PopMail is bound or affected, or (iii) result in a
violation of any law, rule, regulation, order, judgment, injunction, decree or
other restriction of any court or governmental authority to which PopMail is
subject (including federal and state securities laws and regulations), or by
which any property or asset of PopMail is bound or affected, except in the case
of each of clauses (ii) and (iii), as could not, individually or in the
aggregate, have or result in a Material Adverse Effect.  The business of PopMail
is not being conducted in violation of any law, ordinance or regulation of any
governmental authority, except for violations which, individually or in the
aggregate, could not have or result in a Material Adverse Effect.
Consents and Approvals.  PopMail is not required to obtain any
consent, waiver, authorization or order of, or make any filing or registration
with, any court or other federal, state, local, foreign or other governmental
authority or other Person (defined below) in connection with the execution,
delivery and performance by PopMail of this Agreement other than where the
failure to obtain such consent, waiver, authorization or order, or to give or
make such notice or filing, could not have or result in, individually or in the
aggregate, a Material Adverse Effect.  PopMail shall deliver to PopMail the
Purchase Price Shares and, if applicable, the Supplemental Purchase Price Shares
in the manner contemplated hereby free and clear of all liens and encumbrances
of any nature whatsoever. A "Person" means an individual or corporation,
partnership, trust, incorporated or unincorporated association, joint venture,
limited liability company, joint stock company, government (or an agency or
subdivision thereof) or other entity of any kind.
Litigation; Proceedings.  Except as specifically disclosed in
Schedule 2.2(f), there is no action, suit, notice of violation, proceeding or
investigation pending or, to the knowledge of PopMail, threatened against or
affecting PopMail or any of its properties before or by any court, governmental
or administrative agency or regulatory authority (federal, state, county, local
or foreign) which (i) adversely affects or challenges the legality, validity or
enforceability of this Agreement or the Purchase Price Shares or the
Supplemental Purchase Price Shares or (ii) could, individually or in the
aggregate, have or result in a Material Adverse Effect.
Private Offering.  Assuming the accuracy of the representations and
warranties of NetCalendar set forth in Sections 2.1(j), (k) and (l), the offer,
issuance and sale of the Purchase Price Shares and the Supplemental Purchase
Price Shares to NetCalendar as contemplated hereby are exempt from the
registration requirements of the Securities Act of 1933, as amended (the
"Securities Act").
Investment Intent.  PopMail is acquiring the Shares for PopMail's own
account for investment purposes only and not with a view to or for distributing
or reselling such securities.
Access to Information. PopMail acknowledges that PopMail has been
afforded (i) the opportunity to ask such questions as PopMail has deemed
necessary of, and to receive answers from, representatives of NetCalendar
concerning the merits and risks of investing in the Shares; (ii) access to
information about NetCalendar and NetCalendar's financial condition, results of
operations, business, properties, management and prospects sufficient to enable
PopMail to evaluate PopMail's investment; and (iii) the opportunity to obtain
such additional information which PopMail possesses or can acquire without
unreasonable effort or expense that is necessary to make an informed investment
decision.
Reliance. PopMail understands and acknowledges that (i) the Shares
are being issued to PopMail without registration under the Securities Act in a
private placement that is exempt from the registration provisions of the
Securities Act and (ii) the availability of such exemption, depends in part on,
and NetCalendar will rely upon the accuracy and truthfulness of, the foregoing
representations and PopMail hereby consents to such reliance.



INDEMNIFICATION


Survival of Representations and Warranties. Notwithstanding any
investigation made by or on behalf of any of the parties hereto or the results
of any such investigation and notwithstanding the participation of such party in
the Closing, the representations and warranties contained in Article 2
hereof shall survive the Closing, provided that claims based upon any alleged
breach of a representation or warranty contained in Sections 2.1(g) or 2.2(f)
may be brought at any time on or prior to the expiration of any relevant statute
of limitations governing the underlying claim.
Indemnification of PopMail.  NetCalendar agrees to indemnify and hold
harmless PopMail, and each of PopMail's subsidiaries, and their respective
officers, directors, employees, agents, affiliates and shareholders against and
in respect of: (i) any and all losses, damages or deficiencies (whether as a
result of a direct claim by PopMail against NetCalendar, a third party claim
against PopMail or otherwise) resulting to PopMail from any and all breaches of
representations, warranties, covenants or other terms of this Agreement by
NetCalendar made or contained in this Agreement or in any certification, list,
document, exhibit or schedule delivered to PopMail under or in connection with
this Agreement or the transactions contemplated herein; and (ii) all costs and
expenses incident to any and all actions, suits, proceedings, claims, demands,
assessments, settlements or judgments in respect of  the foregoing, regardless
of the merit thereof, including PopMail's reasonable legal and accounting fees
and expenses (whether incident to the foregoing or to PopMail's enforcement of
said rights of defense and indemnity) (items (i) and(ii) above shall be referred
to herein collectively as "PopMail's Damages").
Procedure for Indemnification of PopMail.  If any action, suit or
proceeding shall be commenced against PopMail or any claim, demand or assessment
be asserted against PopMail in respect of which PopMail proposes to demand
indemnification, PopMail shall notify NetCalendar to that effect with reasonable
promptness. PopMail will have the right to cause NetCalendar to assume the
entire control of the defense, compromise or settlement thereof, including, at
the expense of NetCalendar, employment of counsel satisfactory to PopMail and,
in connection therewith, PopMail shall cooperate fully to make available to
NetCalendar all pertinent information under its control.  With respect to any
action, suit, proceeding claim, demand or assessment made against PopMail as to
which PopMail does not cause NetCalendar to assume control of the defense
thereof, NetCalendar shall thereafter reimburse PopMail for all of PopMail's
Damages, as and when they are incurred.
Indemnification of NetCalendar.  PopMail agrees to indemnify and hold
harmless NetCalendar, and each of NetCalendar's subsidiaries, and their
respective officers, directors, employees, agents, affiliates and stockholders
against and in respect of: (i) any and all losses, damages or deficiencies
(whether as a result of a direct claim by NetCalendar against PopMail, a third
party claim against NetCalendar or otherwise) resulting to NetCalendar from any
and all breaches of representations, warranties, covenants or other terms of
this Agreement by PopMail made or contained in this Agreement or in any
certification, list, document, exhibit or schedule delivered to NetCalendar
under or in connection with this Agreement or the transactions contemplated
herein; and (ii) all costs and expenses incident to any and all actions, suits,
proceedings, claims, demands, assessments, settlements or judgments in respect
of  the foregoing, regardless of the merit thereof, including NetCalendar's
reasonable legal and accounting fees and expenses (whether incident to the
foregoing or to NetCalendar's enforcement of said rights of defense and
indemnity) (items (i) and(ii) above shall be referred to herein collectively as
"NetCalendar's Damages").
Procedure for Indemnification of NetCalendar.  If any action, suit or
proceeding shall be commenced against NetCalendar or any claim, demand or
assessment be asserted against NetCalendar in respect of which NetCalendar
proposes to demand indemnification, NetCalendar shall notify PopMail to that
effect with reasonable promptness. NetCalendar will have the right to cause
PopMail to assume the entire control of the defense, compromise or settlement
thereof, including, at the expense of PopMail, employment of counsel
satisfactory to NetCalendar and, in connection therewith, NetCalendar shall
cooperate fully to make available to PopMail all pertinent information under its
control.  With respect to any action, suit, proceeding claim, demand or
assessment made against NetCalendar as to which NetCalendar does not cause
PopMail to assume control of the defense thereof, PopMail shall thereafter
reimburse NetCalendar for all of NetCalendar's Damages, as and when they are
incurred.


OTHER AGREEMENTS OF THE PARTIES


Transfer Restrictions.  


The Shares, Purchase Price Shares, the Supplemental Purchase Price Shares
and the Additional Shares (defined in Section 4.4 below) may only be disposed of
pursuant to an effective registration statement under the Securities Act or
pursuant to an available exemption from or in a transaction not subject to the
registration requirements thereof. In connection with any transfer of such
securities other than pursuant to an effective registration statement, the
issuer may require the transferor thereof to provide to the issuer an opinion of
counsel experienced in the area of federal securities laws selected by the
transferor, the form and substance of which opinion shall be reasonably
satisfactory to the issuer and its counsel, to the effect that such transfer
does not require registration under the Securities Act of 1933, as amended.

Each of NetCalendar and PopMail agree to the imprinting, so long as is
required by this Section 4.1(b), of either of the following legends on
certificates and other documents representing the Shares, Purchase Price Shares,
Supplemental Purchase Price Shares and Additional Shares: 

Legend (1):
THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE, IN
RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT
OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS.
Legend (2):
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND
MAY BE TRANSFERRED ONLY IF REGISTERED UNDER SUCH APPLICABLE ACTS OR UPON
DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE
COMPANY, THAT SUCH TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
The legends set forth above shall be removed from such certificates and
other documents and the issuer shall issue a certificate without any legend
(upon surrender of the legended certificates or other documents duly endorsed)
to each holder of such certificates and other documents upon which it is stamped
if (i) such securities are registered for resale under the Securities Act or
(ii) such legend is not required pursuant to Rule 144(k) promulgated under the
Securities Act. Each of NetCalendar and PopMail agrees that it will provide the
other, upon request, with certificates representing the issuer's securities
issued pursuant to this Agreement free from such legend at such time as such
legend is no longer required in accordance with this Section.
Appointment to Board of Advisors; Appointment to Board of Directors.



Promptly upon the Closing of the purchase of the Shares contemplated by this
Agreement, NetCalendar shall appoint one person designated by PopMail to the
NetCalendar Board of Advisors and permit such person (or any replacement
designated by PopMail) to fully participate in the duties and other activities
of the Board of Advisors, and shall reimburse such person for any and all
expense reasonably incurred in connection therewith, so long as PopMail owns any
of the Shares.  PopMail hereby designates ______________ as PopMail's first
appointee to serve on the NetCalendar Board of Advisors.
In the event that PopMail fully exercises the Option pursuant to Section 4.4
below as to all 27,624 Additional Shares, and PopMail causes the Initial
Registration Statement defined in Section 5.1 to be declared effective on or
before the Initial Registration Due Date, NetCalendar shall cause PopMail's
designee (or any replacement designee subsequently identified by PopMail) to be
appointed to the NetCalendar Board of Directors.  So long as (i) the Initial
Registration Statement is maintained effective throughout the Registration
Period and any Supplemental Registration Statement is maintained effective
throughout the Supplemental Registration Period, and (ii) PopMail owns in excess
of eight percent (8%) of NetCalendar's issued and outstanding shares of capital
stock, on a fully diluted, as-converted basis, PopMail's designee shall continue
to serve on the NetCalendar Board of Directors.

Option to Purchase Additional Shares.  NetCalendar hereby grants to
PopMail an option (the "Option") to purchase up to 27,624 additional shares of
NetCalendar common stock (the "Additional Shares") at a per share price of
$36.2004 (the "Exercise Price"), payable in cash. To exercise the Option,
PopMail must deliver written notice thereof (the "Option Notice") to NetCalendar
on or before the 30th day following the Initial Closing Date.  In the event that
PopMail elects to exercise the Option, the parties shall select a mutually
agreeable closing date, time and location within thirty (30) days of the Option
Notice, at which PopMail will deliver to NetCalendar the aggregate Exercise
Price and NetCalendar shall deliver to PopMail certificates representing the
Additional Shares.
Notice of Breaches.  Each of NetCalendar and PopMail shall give
prompt written notice to the other of any breach of any representation, warranty
or other agreement contained in this Agreement, as well as any events or
occurrences arising after the date hereof and prior to the Initial Closing Date
which would reasonably be likely to cause any representation or warranty or
other agreement of such party, as the case may be, contained herein to be
materially incorrect or breached as the date thereof.  However, no disclosure by
either party pursuant to this Section 4.5 shall be deemed to cure any breach of
any representation, warranty or other agreement contained herein


REGISTRATION OF POPMAIL COMMON STOCK


Filing of Initial Registration Statement.  On or before the 30th
day following the Initial Closing Date, PopMail shall prepare and file a
registration statement on Form S-3 (or any successor form thereto) (the "Initial
Registration Statement") covering the resale of the Purchase Price Shares issued
pursuant to Section 1.2 hereof with the SEC pursuant to Rule 415 of the
Securities Act.  PopMail will use its reasonable best efforts to have the
Initial Registration Statement declared effective by the SEC on or before the
75th day following the Initial Closing Date (the Initial Registration Due
Date").  PopMail  shall maintain the effectiveness of the Initial Registration
Statement at all times until the second anniversary of the Initial Closing Date
(the "Registration Period").
Resale of Purchase Price Shares.  NetCalendar may sell pursuant to
the Initial Registration Statement up to 25 percent of the Purchase Price Shares
during each of four successive 90 day periods commencing on the date the Initial
Registration Statement is declared effective by the SEC (the "Effective Date").
NetCalendar may sell any remaining Purchase Price Shares pursuant to the Initial
Registration Statement during the period commencing on the 361 day following the
Effective Date and ending upon the expiration of the Registration Period and,
thereafter, pursuant to Rule 144 promulgated under the Securities Act of 1933,
as amended.
Supplemental Registration Statement.  In the event that PopMail
issues Supplemental Purchase Price Shares pursuant to the provisions of Section
1.4 hereof, PopMail shall prepare and file a registration statement on Form S-3
(or any successor form thereto) (the "Supplemental Registration Statement")
covering the resale of such securities with the SEC pursuant to Rule 415 of the
Securities Act.  PopMail will use its reasonable best efforts to have the
Supplemental Registration Statement declared effective by the SEC on or before
the 75th day following the Supplemental Closing Date (the "Supplemental
Registration Due Date"). PopMail shall maintain the effectiveness of the
Supplemental Registration Statement at all times until the first anniversary of
the Supplemental Closing Date (the "Supplemental Registration Period").
Filing of Amendments.  PopMail shall prepare and file with the SEC
such amendments (including post-effective amendments) and supplements to the
Initial Registration Statement (and, if applicable, the Supplemental
Registration Statement) and the prospectus(es) used in connection therewith as
may be necessary to keep such Registration Statements effective at all times
through the Registration Period and the Supplemental Registration Period.
Qualification Under Blue Sky Laws. PopMail shall use its reasonable
best efforts to (i) register and qualify the securities covered by the Initial
Registration Statement and Supplemental Registration Statement (collectively,
the "PopMail Shares") under such other securities or blue sky laws of such
jurisdictions as NetCalendar may reasonably request, (ii) prepare and file in
those jurisdictions such amendments (including post-effective amendments) and
supplements, (iii) take such other actions as may be necessary to maintain such
registrations and qualifications in effect at all times through the Registration
Period and, if applicable, the Supplemental Registration Period and (iv) take
all other actions reasonably necessary or advisable to qualify the PopMail
Shares for sale in such jurisdictions; provided, however, that
PopMail shall not be required in connection therewith or as a condition thereto
to (I) qualify to do business in any jurisdiction where it would not otherwise
be required to qualify but for this Section 5.5, (II) subject itself to general
taxation in any such jurisdiction, (III) file a general consent to service of
process in any such jurisdiction (excluding execution of a Form U-2 Uniform
Consent to Service of Process or equivalent filing which may be required for
such registration, qualification or any exemption therefrom), or (IV) make any
change in its charter or bylaws.
Registration Expenses.  All expenses (other than fees and expenses of
investment bankers  retained by NetCalendar, if any, and brokerage commissions)
incurred in connection with registrations, filings or qualifications pursuant to
this Article 5, including, without limitation, all registration, listing and
qualifications fees, printers and accounting fees and the fees and disbursements
of counsel for PopMail, shall be borne by PopMail; provided,
however, that NetCalendar shall bear the fees and out-of-pocket expenses
of its own legal counsel and any  accountants and agents engaged by
NetCalendar.
Indemnification.  In the event any PopMail Shares are included in a
registration statement pursuant to this Agreement:


To the extent permitted by law, PopMail (in such capacity an "Indemnifying
Party") shall indemnify and hold NetCalendar (in such capacity an "Indemnified
Person") harmless against any losses, claims, damages, expenses or liabilities
(collectively the "Claims") to which NetCalendar becomes subject under the
Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange
Act") or otherwise, insofar as such Claims (or actions or proceedings, whether
commenced or threatened, in respect thereof) arise out of or are based upon any
of the following statements, omissions or violations in the Initial Registration
Statement or Supplemental Registration Statement, or any post-effective
amendment thereof, or any prospectus included therein: (i) any untrue statement
or alleged untrue statement of a material fact contained in either registration
statement or any post-effective amendment thereof or the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, (ii) any untrue
statement or alleged untrue statement of a material fact contained in any
preliminary prospectus if used prior to the effective date of the applicable
registration statement, or contained in the final prospectus (as amended or
supplemented, if PopMail files any amendment thereof or supplement thereto with
the SEC) or the omission or alleged omission to state therein any material fact
necessary to make the statements made therein, in light of the circumstances
under which the statements therein were made, not misleading or (iii) any
violation or alleged violation by PopMail of the Securities Act, the Exchange
Act or any state securities law or any rule or regulation (the matters in the
foregoing clauses (i) through (iii) being, collectively, "Violations").  PopMail
shall reimburse NetCalendar promptly as such expenses are incurred and are due
and payable, for any legal fees or other reasonable expenses incurred by
NetCalendar in connection with investigating or defending any such Claim.
Notwithstanding anything to the contrary contained herein, the indemnification
agreement contained in this Section 5.7 shall not apply to a Claim arising out
of or based upon a Violation which occurs in reliance upon and in conformity
with information furnished in writing to PopMail by NetCalendar expressly for
use in connection with the preparation of either the Initial Registration
Statement or the Supplemental Registration Statement or any such amendment
thereof.  Such indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of such Indemnified Person.
In connection with the Initial Registration Statement and, if applicable,
the Supplemental Registration Statement, NetCalendar (in such capacity an
"Indemnifying Party") agrees to indemnify and hold harmless, to the same extent
and in the same manner set forth in Section 5.7(a), PopMail, each of its
directors, each of its officers who signs the Registration Statement, each
person, if any, who controls PopMail within the meaning of the Securities Act or
the Exchange Act, and any other shareholder selling securities pursuant to the
applicable registration statement or any of its directors or officers or any
person who controls such shareholder within the meaning of the Securities Act or
the Exchange Act (each an "Indemnified Party"), against any Claim to which any
of them may become subject, under the Securities Act, the Exchange Act or
otherwise, insofar as such Claim arises out of or is based upon any Violation,
in each case to the extent (and only to the extent) that such Violation occurs
in reliance upon and in conformity with written information furnished to PopMail
by NetCalendar expressly for use in connection with either or both registration
statement; and NetCalendar will promptly reimburse any legal or other expenses
reasonably incurred by the Indemnified Parties in connection with investigating
or defending any such Claim; provided, however, that the indemnity
agreement contained in this Section 5.7(b) shall not apply to amounts paid in
settlement of any Claim if such settlement is effected without the prior written
consent of NetCalendar, which consent shall not be unreasonably withheld;
provided, further, however, that NetCalendar shall be
liable under this Section 5.7(b) for only that amount of a Claim as does not
exceed the net proceeds to NetCalendar as a result of the sale of the Purchase
Price Shares or the Supplemental Purchase Price Shares pursuant to either the
Initial Registration Statement or the Supplemental Registration Statement. Such
indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of such Indemnified Party.
Promptly after receipt by the Indemnified Person or any Indemnified Party
under this Section 5.7 of notice of the commencement of any action (including
any governmental action), the Indemnified Person or such Indemnified Party
shall, if a Claim in respect thereof is to made against any Indemnifying Party
under this Section 5.7, deliver to the Indemnifying Party a written notice of
the commencement thereof and this Indemnifying Party shall have the right to
participate in, and, to the extent the Indemnifying Party so desires, jointly
with any other Indemnifying Party similarly noticed, to assume control of the
defense thereof with counsel mutually satisfactory to the Indemnifying Parties;
provided, however, that an Indemnified Person or Indemnified Party
shall have the right to retain its own counsel, with the fees and expenses to be
paid by the Indemnifying Party, if, in the reasonable opinion of counsel
retained by the Indemnifying Party, the representation by such counsel of the
Indemnified Person or Indemnified Party and the Indemnifying Party would be
inappropriate due to actual or potential differing interests between such
Indemnified Person or Indemnified Party and other party represented by such
counsel in such proceeding.  The failure to deliver written notice to the
Indemnifying Party within a reasonable time of the commencement of any such
action shall not relieve such Indemnifying Party of any liability to the
Indemnified Person or Indemnified Party under this Section 5.7, except to the
extent that the Indemnifying Party is prejudiced in its ability to defend such
action. The indemnification required by this Section 5.7 shall be made by
periodic payments of the amount thereof during the course of the investigation
or defense, as such expense, loss, damage or liability is incurred and is due
and payable.

Contribution.  To the extent any indemnification provided for
herein is prohibited or limited by law, the Indemnifying Party agrees to make
the maximum contribution with respect to any amounts for which it would
otherwise be liable under Section 5.7 to the fullest extent permitted by law;
provided, however, that (a) no contribution shall be made under
circumstances where the maker would not have been liable for indemnification
under the fault standards set forth in Section 5.7, (b) no person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation and (c) contribution by NetCalendar
shall be limited in amount to the net amount of proceeds received by NetCalendar
from the sale of the Purchase Price Shares and the Supplemental Purchase Price
Shares.
Reports under Exchange Act.  With a view to making available to
NetCalendar the benefits of Rule 144 or any other similar rule or regulation of
the SEC that may at any time permit NetCalendar to sell securities of PopMail to
the public without registration, until such time as NetCalendar have sold all
the Purchase Price Shares and the Supplemental Purchase Price Shares pursuant to
the Initial Registration Statement and, if applicable, the Supplemental
Registration Statement, or Rule 144, PopMail agrees to:


make and keep public information available, as those terms are understood
and defined in Rule 144;
file with the SEC all reports and other documents required of PopMail under
the Securities Act and the Exchange Act; and
furnish to NetCalendar so long as NetCalendar owns Purchase Price Shares or
Supplemental Purchase Price Shares, promptly upon request, (i) a written
statement by PopMail that it has complied with the reporting requirements of
Rule 144, the Securities Act and the Exchange Act, (ii) a copy of the most
recent annual or quarterly report of PopMail and such other reports and
documents so filed by PopMail and (iii) such other information as may be
reasonably requested to permit NetCalendar to sell such securities pursuant to
Rule 144 without registration.



TERMINATION; REMEDIES


Termination.  This Agreement will be terminated and, except as
set forth below, the provisions hereof shall have no further force or effect in
the earliest event that:


The average closing share price of PopMail common stock for the ten
consecutive trading days preceding the second business day prior to the Initial
Closing Date is less than $.50 and NetCalendar rejects PopMail's offer of
Purchase Price Shares made pursuant to Section 1.1;
The Initial Registration Statement is not declared effective by the SEC on
or before the Initial Registration Due Date, and NetCalendar elects (as hereby
authorized) to terminate this Agreement at any time during the 60-day period
following the Initial Registration Due Date by providing written notice thereof
(the "Termination Notice") to PopMail during such period; provided,
however, that NetCalendar may not elect to terminate this Agreement if
the Initial Registration Statement is declared effective by the SEC prior to
NetCalendar providing such Termination Notice.  Within ten (10) days of the date
of such Termination Notice, PopMail shall deliver to NetCalendar the
certificates representing the Shares and NetCalendar shall deliver to PopMail
the certificates representing the Purchase Price Shares; or
The Initial Registration Statement, having once been declared effective by
the SEC, is not maintained effective by PopMail throughout the Registration
Period, and NetCalendar elects (as hereby authorized) to terminate this
Agreement at any time during the 60-day period following the date upon which the
Initial Registration shall become not effective, by providing written notice
thereof (the "Termination Notice") to PopMail during such period; provided,
however, that NetCalendar may not elect to terminate this Agreement if the
Initial Registration Statement, having become not effective, is again made
effective by the SEC prior to NetCalendar providing such Termination Notice.
Within ten (10) days of the date of such Termination Notice, NetCalendar shall
deliver to PopMail certificates representing such number of Purchase Price
Shares as shall then be held by NetCalendar, and PopMail shall deliver to
NetCalendar  certificates representing such number of Shares as shall equal the
value of the Purchase Price Shares tendered by NetCalendar hereunder, with the
value of the Purchase Price Shares and the Shares exchanged under this Section
6.1(c) each being determined as of the Initial Closing Date.

Litigation Expense.  In the event any party hereto is made or shall
become a party to any litigation commenced by or against the other party
involving the enforcement of any of the rights or remedies of such party, or
arising on account of a default of the other party in its performance of any of
the other party's obligations hereunder, then the prevailing party in such
litigation shall be entitled to full reimbursement by the other party of any and
all reasonable costs incurred by such prevailing party in connection with such
litigation, including the reasonable costs, fees and expenses of
attorneys.


MISCELLANEOUS


Fees and Expenses.  Each party shall pay the fees and expenses of
its advisers and other experts in connection with the transactions contemplated
by this Agreement.
Entire Agreement.  This Agreement, together with any Exhibits and
Schedules hereto, contains the entire understanding of the parties with respect
to the subject matter hereof and supersedes all prior agreements and
understandings, oral or written, with respect to such matters.
Notices.  Any and all notices or other communications or deliveries
required or permitted to be provided hereunder shall be in writing and shall be
deemed given and effective on the earliest of (i) the date of transmission, if
such notice or communication is delivered via facsimile at the facsimile
telephone number specified in this Section prior to 4:30 p.m. (Minneapolis time)
on a business day, (ii) the business day after the date of transmission, if such
notice or communication is delivered via facsimile at the facsimile telephone
number specified herein later than 4:30 p.m. (Minneapolis time) on any date and
earlier than 11:59 p.m. (Minneapolis time) on such date, (iii) the business day
following the date of mailing, if sent by nationally recognized overnight
courier service, or (iv) upon actual receipt by the party to whom such notice is
required to be given.  The address for such notices and communications shall be
as follows:
If to PopMail:
PopMail.com, inc.
5700 W. Plano Parkway Suite 1000
Plano, TX  75093
telephone:  972-381-2742
facsimile:  972-381-2743 
Attention: Mr. Gary Schneider

With copy to:

Philip J. Tilton, Esq.
Maslon Edelman Borman & Brand, LLP
3300 Wells Fargo Center
Minneapolis, MN 55402
telephone: 612-672-8200
facsimile: 612-672-8397
If to NetCalendar:
NetCalendar, Inc. 
1901 N. Ft. Myer Drive, Suite 702
Arlinton, Virginia  22209
telephone:  703.812.1500
facsimile:  703.812.1507
Attention:  Mr. Edward L. Neumann
With copy to:
J. Stephen Britt, Esq.
Enterprise Business Law Group LLC
7900 Westpark Drive, Suite T-305
McLean, Virginia  22102
telephone:  703.848.8317
facsimile:  703.848.8333
Waivers.  No waiver of any default with respect to any provision,
condition or requirement of this Agreement shall be deemed to be a continuing
waiver in the future or a waiver of any other provision, condition or
requirement hereof, nor shall any delay or omission of either party to exercise
any right hereunder in any manner impair the exercise of any such right accruing
to it thereafter.
Headings.  The headings herein are for convenience only, do not
constitute a part of this Agreement and shall not be deemed to limit or affect
any of the provisions hereof.
Assignment and Delegation.  Neither party may assign its rights nor
delegate its duties or obligations arising under this Agreement without the
written consent of the other, which consent may be withheld for any reason or no
reason.  The assignment by a party of this Agreement or any rights hereunder
shall not affect the obligations of such party under this Agreement.
No Third-Party Beneficiaries.  This Agreement is intended for the
benefit of the parties hereto and their respective permitted successors and
assigns and, other than with respect to permitted assignees under Section 7.6,
is not for the benefit of, nor may any provision hereof be enforced by, any
other Person.
Governing Law.  This Agreement shall be governed by and construed and
enforced in accordance with the internal laws of the State of Minnesota without
regard to the principles of conflicts of law thereof.
Survival.  The representations, warranties, agreements and covenants
contained in this Agreement shall survive after the Closing Date.
Execution.  This Agreement may be executed in two or more
counterparts, all of which when taken together shall be considered one and the
same agreement and shall become effective when counterparts have been signed by
each party and delivered to the other party, it being understood that both
parties need not sign the same counterpart.  In the event that any signature is
delivered by facsimile transmission, such signature shall create a valid and
binding obligation of the party executing (or on whose behalf such signature is
executed) the same with the same force and effect as if such facsimile signature
page were an original thereof.
Severability.  In case any one or more of the provisions of this
Agreement shall be invalid or unenforceable in any respect, the validity and
enforceability of the remaining terms and provisions of this Agreement shall not
in any way be affected or impaired thereby and the parties will attempt to agree
upon a valid and enforceable provision which shall be a reasonable substitute
therefor, and upon so agreeing, shall incorporate such substitute provision in
this Agreement.
Remedies.  Each of the parties to this Agreement acknowledges and
agrees that the other parties would be damaged irreparably in the event any of
the provisions of this Agreement are not performed in accordance with their
specific terms or otherwise are breached.  Accordingly, each of the parties
hereto agrees that the other parties shall be entitled to an injunction or
injunctions to prevent breaches of the provisions of this Agreement and to
enforce specifically this Agreement and the terms and provisions of this
Agreement in any action instituted in any court of the United States of America
or any state thereof having jurisdiction over the parties to this Agreement and
the matter, in addition to any other remedy to which they may be entitled, at
law or in equity.





IN WITNESS WHEREOF, the parties hereto have caused this Stock Purchase
Agreement to be duly executed by their respective authorized persons as of the
date first indicated above.






NETCALENDAR, INC.


By:  _______________________
	Edward L. Neumann
Its: Chief Executive Officer


POPMAIL.COM, INC.


By:  _______________________
	Gary Schneider
Its: Chief Executive Officer



EX-10.53
25
exh1053.htm
EXHIBIT












Exhibit 10.53

SECURITY AGREEMENT
This Security Agreement (the
"Agreement") is made as of December 8, 2000 by and between JBII
Corporation, a Delaware corporation (the "Debtor"), and
PopMail.com, Inc., a Minnesota corporation (the "Secured
Party").
RECITALS
The Debtor and the Secured Party are parties to a
Secured Promissory Note of even date with this Agreement (the
"Note").  The parties intend that the Debtor's obligations to
repay the Note be secured by certain assets of the Debtor.
AGREEMENT

In consideration of the purchase of the Note by the Secured
Party and for other good and valuable consideration, the Debtor hereby agrees
with the Secured Party as follows:
1.	Grant of Security Interest.  To secure
the Debtor's full and timely performance of all of the Debtor's obligations and
liabilities to the Secured Party pursuant to the Note (including, without
limitation, Debtor's obligation to timely pay the principal amount of the Note)
(the "Obligations"), the Debtor hereby grants to the Secured
Party a continuing security interest (the "Security Interest")
in and to all of the property described on Exhibit A to this Agreement
(the "Collateral").  The Security Interest shall be a first and
prior interest in all of the Collateral.
2.	Covenants.  The Debtor covenants and
agrees with the Secured Party that, from and after the date of this Agreement
until the Obligations are paid in full:
(a)	Other Liens.  Except for the Security
Interest, the Debtor is the owner of the Collateral.  No financing statements
covering any Collateral or any proceeds thereof are on file in any public
office.
(b)	Further Documentation.  At any time and
from time to time, upon the written request of the Secured Party, and at the
sole expense of the Secured Party, the Debtor will promptly and duly execute and
deliver such further instruments and documents and take such further action as
the Secured Party may reasonably request for the purpose of obtaining or
preserving the full benefits of this Agreement and of the rights and powers
herein granted, including, without limitation, filing any financing or
continuation statements under the Uniform Commercial Code in effect in any
jurisdiction with respect to the liens created hereby.  The Debtor also hereby
authorizes the Secured Party to file any such financing or continuation
statement without the signature of the Debtor to the extent permitted by
applicable law.  A reproduction of this Agreement shall be sufficient as a
financing statement (or as an exhibit to a financing statement on form UCC-1)
for filing in any jurisdiction.
(c)	Indemnification.  The Debtor agrees to
defend, indemnify and hold harmless the Secured Party against any and all
liabilities, costs and expenses (including, without limitation, legal fees and
expenses): (i) with respect to, or resulting from, any delay in paying, any
and all excise, sales or other taxes which may be payable or determined to be
payable with respect to any of the Collateral or (ii) with respect to, or
resulting from, any delay in complying with any law, rule, regulation or order
of any governmental authority applicable to any of the Collateral.
(d)	Maintenance of Records.  The Debtor will
keep and maintain at its own expense complete and satisfactory records of the
Collateral.
(e)	Inspection Rights.  The Secured Party
shall have full access during normal business hours, and upon reasonable prior
notice, to all the books, correspondence and other records of the Debtor
relating to the Collateral.  The Secured Party or its representatives may
examine such records and make photocopies or otherwise take extracts from such
records.  The Debtor agrees to render to the Secured Party, at the Debtor's
expense, such clerical and other assistance as may be reasonably requested with
regard to the exercise of its rights pursuant to this paragraph.
(f)	Compliance with Laws, etc.  The Debtor
will comply in all material respects with all laws, rules, regulations and
orders of any governmental authority applicable to any part of the Collateral or
to the operation of the Debtor's business; provided, however, that
the Debtor may contest any such law, rule, regulation or order in any reasonable
manner which does not, in the reasonable opinion of the Debtor, adversely affect
the Secured Party's rights or the priority of its liens on the Collateral.
(g)	Payment of Obligations.  The Debtor will
pay promptly when due all taxes, assessments and governmental charges or levies
imposed upon the Collateral or with respect to any of its income or profits
derived from the Collateral, as well as all claims of any kind (including,
without limitation, claims for labor, materials and supplies) against or with
respect to the Collateral, except that no such charge need be paid if
(i) the validity of such charge is being contested in good faith by
appropriate proceedings, (ii) such proceedings do not involve any material
danger of the sale, forfeiture or loss of any of the Collateral or any interest
in the Collateral and (iii) such charge is adequately reserved against on
the Debtor's books in accordance with generally accepted accounting
principles.
(h)	Further Identification of Collateral.
The Debtor will furnish to the Secured Party from time to time statements and
schedules further identifying and describing the Collateral and such other
reports in connection with the Collateral as the Secured Party may reasonably
request, all in reasonable detail.
3.	Secured Party's Appointment as Attorney-in-Fact.

(a)	Powers.  For purposes of this
Agreement, "Event of Default" means Debtor's failure to pay or
discharge the Obligations in full in accordance with the terms of the Note.  The
Debtor hereby appoints the Secured Party and any officer or agent of the Secured
Party, with full power of substitution, as its attorney-in-fact with full
irrevocable power and authority in the place of the Debtor and in the name of
the Debtor or its own name, from time to time in the Secured Party's discretion
so long as an Event of Default has occurred and is continuing, for the purpose
of carrying out the terms of this Agreement, to take any appropriate action and
to execute any instrument which may be necessary or desirable to accomplish the
purposes of this Agreement.  Without limiting the foregoing, so long as an Event
of Default has occurred and is continuing, the Secured Party shall have the
right, without notice to, or the consent of, the Debtor, to do any of the
following on the Debtor's behalf:





	(i)	to pay or discharge any taxes or liens levied or
placed on or threatened against the Collateral;
	(ii)	to direct any party liable for any payment under
any of the Collateral to make payment of any and all amounts due or to become
due thereunder directly to the Secured Party or as the Secured Party
directs;
	(iii)	to ask for or demand, collect, and receive
payment of and receipt for, any payments due or to become due at any time in
respect of or arising out of any Collateral;
	(iv)	to commence and prosecute any suits, actions or
proceedings at law or in equity in any court of competent jurisdiction to
enforce any right in respect of any Collateral;
	(v)	to defend any suit, action or proceeding brought
against the Debtor with respect to any Collateral;
	(vi)	to settle, compromise or adjust any suit, action
or proceeding described in subsection (v) above and to give such discharges
or releases in connection therewith as the Secured Party may deem
appropriate;
	(vii)	to assign any patent right included in the
Collateral of Debtor (along with the goodwill of the business to which any such
patent right pertains), throughout the world for such term or terms, on such
conditions, and in such manner, as the Secured Party shall in its sole
discretion determine; and
	(viii)	generally, to sell, transfer, pledge and make
any agreement with respect to or otherwise deal with any of the Collateral and
to take, at the Secured Party's option and the Debtor's expense, any actions
which the Secured Party deems necessary to protect, preserve or realize upon the
Collateral and the Secured Party's liens on the Collateral and to carry out the
intent of this Agreement, in each case to the same extent as if the Secured
Party were the absolute owner of the Collateral for all purposes.




The Debtor hereby ratifies whatever actions the Secured Party
shall lawfully do or cause to be done in accordance with this Section 3.  This
power of attorney shall be a power coupled with an interest and shall be
irrevocable.
(b)	No Duty on Secured Party's Part.  The
powers conferred on the Secured Party by this Section 3 are solely to protect
the Secured Party's interests in the Collateral and shall not impose any duty
upon it to exercise any such powers.  The Secured Party shall be accountable
only for amounts that it actually receives as a result of the exercise of such
powers, and neither the Secured Party nor any of its officers, directors,
employees or agents shall, in the absence of willful misconduct or gross
negligence, be responsible to the Debtor for any act or failure to act pursuant
to this Section 3.
4.	Remedies.  If an Event of Default has
occurred and is continuing, the Secured Party may exercise, in addition to all
other rights and remedies granted to it in this Agreement and in any other
instrument or agreement relating to the Obligations, all rights and remedies of
a secured party under the Washington Uniform Commercial Code, as amended from
time to time (the "Code").
5.	Limitation on Duties Regarding Preservation of
Collateral.  The Secured Party's sole duty with respect to the custody,
safekeeping and preservation of the Collateral, under RCW 62.9-207 of the Code
or otherwise, shall be to deal with it in the same manner as the Secured Party
deals with similar property for its own account.  Neither the Secured Party nor
any of its directors, officers, employees or agents shall be liable for failure
to demand, collect or realize upon all or any part of the Collateral or for any
delay in doing so or shall be under any obligation to sell or otherwise dispose
of any Collateral upon the request of the Debtor or otherwise.
6.	Powers Coupled with an Interest.  All
authorizations and agencies contained in this Agreement with respect the
Collateral are irrevocable and powers coupled with an interest.
7.	Miscellaneous.

(a)	Amendments and Waivers.  Any term of
this Agreement may be amended with the written consent of the parties or their
respective successors and assigns.  Any amendment or waiver effected in
accordance with this Section 7(a) shall be binding upon the parties and
their respective successors and assigns.
(b)	Transfer; Successors and Assigns. 
The terms and conditions of this Agreement shall be binding upon the Debtor
and its successors and assigns and inure to the benefit of the Secured Party and
its successors and assigns.  Nothing in this Agreement, express or implied, is
intended to confer upon any party other than the parties hereto or their
respective successors and assigns any rights, remedies, obligations
or liabilities under or by reason of this Agreement, except as expressly
provided in this Agreement.
(c)	Governing Law.  This Agreement and all
acts and transactions pursuant hereto and the rights and obligations of the
parties hereto shall be governed, construed and interpreted in accordance with
the laws of the State of Washington, without giving effect to principles of
conflicts of law.
(d)	Counterparts.  This Agreement may be
executed in two or more counterparts, each of which shall be deemed an original
and all of which together shall constitute one instrument.
(e)	Titles and Subtitles.  The titles and
subtitles used in this Agreement are used for convenience only and are not
to be considered in construing or interpreting this Agreement.
(f)	Notices.  Any notice required or
permitted by this Agreement shall be in writing and shall be deemed sufficient
upon receipt, when delivered personally or by courier, overnight delivery
service or confirmed facsimile, or forty-eight (48) hours after being deposited
in the U.S. mail as certified or registered mail with postage prepaid, if such
notice is addressed to the party to be notified at such party's address or
facsimile number as set forth below or as subsequently modified by
written notice.
(g)	Severability.  If one or more provisions
of this Agreement are held to be unenforceable under applicable law, the parties
agree to renegotiate such provision in good faith, in order to maintain the
economic position enjoyed by each party as close as possible to that under the
provision rendered unenforceable.  In the event that the parties cannot reach a
mutually agreeable and enforceable replacement for such provision, then
(i) such provision shall be excluded from this Agreement, (ii) the
balance of the Agreement shall be interpreted as if such provision were so
excluded and (iii) the balance of the Agreement shall be enforceable in
accordance with its terms.
(h)	Entire Agreement.  This Agreement, and
the documents referred to herein constitute the entire agreement between the
parties hereto pertaining to the subject matter hereof, and any and all other
written or oral agreements existing between the parties hereto concerning such
subject matter are expressly canceled.
[Signature Page Follows]
The Debtor and Secured Party have caused this Agreement to be
duly executed and delivered as of the date first above written.
		DEBTOR:


		JBII Corporation

		a Delaware corporation


			By:____________________________

			Name:___________________________

		Title:	___________________________


		Address:	2310 130th Avenue NE
			Suite B-202
			Bellevue, WA  98005

		Facsimile No:(425) 869-3678

SECURED PARTY:
PopMail.com, Inc., 
a Minnesota corporation

By:_________________________

Name:___________________________

Title:  ___________________________	


Address:
1331 Corporate Dr # 350 
Irving, TX 75038
Facsimile Number:  (972) 550-5581



















EX-10.54
26
exh1054.htm
EXHIBIT












Exhibit 10.54


THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A
VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF.  NO SUCH SALE
OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT
RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY
THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.
SECURED PROMISSORY NOTE

$2,250,000.00	December 8, 2000
	Bellevue, Washington

	For value received, JBII Corporation, a Washington
corporation (the "Company"), promises to pay to Popmail.com,
Inc. (the "Holder"), the principal sum of Two Million Two
Hundred Fifty Thousand Dollars and No Cents ($2,250,000.00) (as may be adjusted
as provided in Section 2 below) (the "Principal Amount"), with
zero interest on the unpaid principal hereof; provided, however, in the event
the Company is in default of its obligation to pay any amounts due under this
Note, then interest shall accrue from the date of such default solely on such
amounts at the then applicable prime rate per annum.  This Note is issued
pursuant to that certain Asset Purchase Agreement dated December 8, 2000 by and
among the Company, the Holder and IZ.com, Inc. (the "Asset
Agreement").  All capitalized terms not defined herein shall have the
meaning set forth in the Asset Agreement.  This secured promissory note
("Note") is subject to the following terms and conditions.
1.	Maturity.  This Note will automatically mature and be due
and payable in one of the following options, which option shall be chosen by
Company in its sole discretion except that compliance with option (a) shall
be mandatory upon the occurrence of a Liquidity Event (as defined
below):




(a)	Within five (5) days following the closing of
(i) an underwritten initial public offering of the Company's Common Stock
pursuant to a Registration Statement on Form S-1 under the Securities Act of
1933, as amended (the "IPO"), or (ii) the sale or other
transfer or conveyance of all or substantially all of the Purchased Assets
substantially in exchange for cash consideration, or (iii) the Company's
merger with or into or consolidation with any other corporation (other than a
wholly-owned subsidiary corporation) substantially in exchange for cash
consideration or if the Company effects any other transaction or series of
related transactions substantially in exchange for cash consideration in which
more than fifty percent (50%) of the voting power of the Company is disposed of
and the Company is not the survivor (each of (i), (ii) and (iii) a
"Liquidity Event"); or 

(b) Beginning at the end of the Company's first fiscal
quarter that occurs after the three-year anniversary of the Closing Date (the
"Initial Quarter"), Company shall pay Holder quarterly
installments of exactly 15% of Company's net operating profit (as calculated in
accordance with GAAP) from the previous fiscal quarter, with the first
installment due 30 days after the end of the Initial Quarter and all subsequent
installments payable 30 days after the end of each quarter thereafter, provided
that all amounts due and payable under this Note shall be paid to Holder by no
later than the date that is the eight-year anniversary of the Closing Date;
or

(c) Beginning at the end of the Initial Quarter, if Company
chooses to tender Popmail Stock (as defined in Section 3) pursuant to Section 3,
Company shall pay Holder quarterly installments of shares of Popmail Stock
having a value (determined as set forth in Section 3) equal to at least 50% of
Company's operating profit (as calculated in accordance with GAAP) from the
previous fiscal quarter, with the first installment due 30 days after the end of
the Initial Quarter and all subsequent installments payable 30 days after the
end of each quarter thereafter, provided that all amounts due and payable under
this Note shall be paid to Holder by no later than the date that is the eight-
year anniversary of the Closing Date; or

(d) If Company does not elect (a), (b) or (c) above, then the
Note shall automatically mature and become due and payable in 48 equal monthly
installments, with the first such installment due the date that is the four-year
anniversary of the Closing Date, with subsequent installments due thereafter on
the monthly anniversaries of the Closing Date.




Notwithstanding the foregoing, the entire unpaid principal sum of this Note
shall become immediately due and payable upon the insolvency of the Company, the
commission of any act of bankruptcy by the Company, the execution by the Company
of a general assignment for the benefit of creditors, the filing by or against
the Company of a petition in bankruptcy or any petition for relief under the
federal bankruptcy act or the continuation of such petition without dismissal
for a period of ninety (90) days or more, or the appointment of a receiver or
trustee to take possession of the property or assets of the Company.  
2.	Principal Amount Adjustment.  In the event a
Consideration Adjustment occurs as provided in Section 2.6(a) of the Asset
Agreement or partial forgiveness of the Principal Amount occurs as provided in
Sections 2.6(b) or 2.6(c) of the Asset Agreement, the Principal Amount
shall be correspondingly reduced in an amount equal to such Consideration
Adjustment or partial forgiveness, respectively.  Any such adjustment shall
affect only the Principal Amount, and all other terms and provisions of this
Note shall remain unchanged.
3.	Payment; Prepayment.  All payments shall be made in
either (i) lawful money of the United States of America or (ii) shares of
Popmail.com, Inc. common stock ("Popmail Stock"), in each case
at such place as the Holder hereof may from time to time designate in writing to
the Company.  Any shares of Popmail Stock tendered by Holder pursuant to this
Section 3 shall be valued at the average of the closing trade prices over the
ten day period immediately prior to the date such shares are tendered.
Prepayment of this Note may be made at any time(s) and in any amount(s) without
penalty. 
4.	Transfer; Successors and Assigns.  The terms and
conditions of this Note shall inure to the benefit of and be binding upon the
respective successors and assigns of the parties.  Notwithstanding the
foregoing, the Holder may not assign, pledge, or otherwise transfer this Note
without the prior written consent of the Company, which consent shall not be
unreasonably withheld.  Subject to the preceding sentence, this Note may be
transferred only upon surrender of the original Note for registration of
transfer, duly endorsed, or accompanied by a duly executed written instrument of
transfer in form satisfactory to the Holder.  Thereupon, a new note for the same
Principal Amount and interest will be issued to, and registered in the name of,
the transferee.  Interest and Principal Amount are payable only to the
registered holder of this Note.
5.	Governing Law.  This Note and all acts and transactions
pursuant hereto and the rights and obligations of the parties hereto shall be
governed, construed and interpreted in accordance with the laws of the State of
Washington, without giving effect to principles of conflicts of law.  
6.	Notices.  Any notice required or permitted by this Note
shall be in writing and shall be deemed sufficient upon delivery, when delivered
personally or by a nationally-recognized delivery service (such as Federal
Express or UPS), or forty-eight (48) hours after being deposited in the U.S.
mail, as certified or registered mail, with postage prepaid, addressed to the
party to be notified at such party's address as set forth below or as
subsequently modified by written notice.
7.	Amendments and Waivers.  Any term of this Note may be
amended only with the written consent of the Company and the Holder.  Any
amendment or waiver effected in accordance with this Section 7 shall be
binding upon the Company, the Holder and each transferee of the Note.
8. 	Stockholders, Officers and Directors Not Liable.  In no
event shall any stockholder, officer or director of the Company be liable for
any amounts due or payable pursuant to this Note.
9.	Grant of Security Interest.  This Note is secured by a
security interest in the Purchased Assets in accordance with a separate security
agreement (the "Security Agreement") of even date herewith
between the Company and the Holder, the terms of which are incorporated herein
by reference.  In case of an Event of Default (as defined in the Security
Agreement), the Holder shall have the rights set forth in the Security
Agreement.
10.	Notice Regarding Oral Commitments.  Oral agreements or
oral commitments to loan money extend credit, or to forbear from enforcing
repayment of a debt are not enforceable under Washington law.















COMPANY:

JBII CORPORATION

By:	

Name:	
	(print)
Title:	

Address:  2310 130th Avenue NE, 














	Suite B-202
	Bellevue, WA 98005


AGREED TO AND ACCEPTED:

POPMAIL.com, INC.

By:  ___________________________

Name: _________________________
	           (print)
Title:  __________________________

Address:	1333 Corporate Drive
		Suite 350
		Irving, TX  75038




















EX-10.55
27
exh1055.htm
EXHIBIT












Exhibit 10.55



Asset Purchase Agreement

	This Asset Purchase Agreement (the "Agreement") is
entered into as of December 8, 2000, by and between JBII Corporation, a Delaware
corporation ("Buyer"), PopMail.com, Inc.
("PopMail"), a Minnesota corporation and IZ.com, Inc., a
Delaware corporation and wholly owned subsidiary of PopMail
("IZ" and together with PopMail, the
"Seller").

RECITALS

	IZ conducts a business, which among other things provides content
creation and development for publication on multiple electronic platforms
through the use of the Vignette StoryServer software, both under IZ's own brand
and for clients on a client branded basis (the "IZ Business").
For all purposes of this Agreement, "IZ Business" shall exclude all
the assets and liabilities of PopMail Network, Inc., a Texas company based in
Dallas, Texas and Fan Asylum, Inc., a California company based in San Francisco,
California.  Buyer desires to acquire from Seller, and Seller desires to sell to
Buyer, substantially all of the assets of the IZ Business on the terms and
subject to the conditions set forth in this Agreement.

AGREEMENT

	In consideration of the mutual agreements, representations,
warranties and covenants set forth below, Buyer and Seller agree as follows:

1.	Definitions.

1.1	Definitions.  As used in this Agreement, the
following terms shall have the following meanings:
(a)	"Affiliate" means with respect
to any Person, a Person directly or indirectly controlling or controlled by or
under common control with such Person.
(b)	"Closing" means the
consummation of the transactions contemplated hereby.
(c)	"Closing Date" means the date
of the Closing.
(d)	"Code" means the Internal
Revenue Code of 1986, as amended.
(e)	"Environmental Laws" shall
mean all federal, regional, state, county or local laws, statutes, ordinances,
decisional law, rules, regulations, codes, orders, decrees, directives and
judgments relating to public health or safety, pollution, damage to or
protection of the environment, any environmental contamination or pollution or
threatened contamination or pollution of, or the release or threatened release
of hazardous materials into the environment, whether existing in the past or
present or hereafter enacted, rendered, adopted or promulgated.  Environmental
Laws shall include, but are not limited to, the following laws, and the
regulations promulgated thereunder, as the same may be amended from time to
time:  the Comprehensive Environmental Response Compensation and Liability Act
(42 U.S.C. 9601 et seq.) ("CERCLA"); the Resource
Conservation and Recovery Act (42 U.S.C. 6901 et seq.)
("RCRA"); the Clean Air Act (42 U.S.C. 7401 et
seq.); the Clean Water Act (33 U.S.C. 1251 et seq.); and
state environmental laws.
(f)	"GAAP" means generally
accepted accounting principles of the United States of America.
(g)	"Governmental Authorizations"
means the permits, authorizations, consents or approvals of any Governmental
Entity which are a condition to the lawful consummation of the transactions
contemplated hereby listed on Schedule 1.1(g) to this Agreement.
(h)	"Governmental Entity" means
any court, or any federal, state, municipal or other governmental authority,
department, commission, board, agency or other instrumentality (domestic or
foreign).
(i)	"Lien" means any mortgage,
pledge, lien, security interest or agreement, option, covenant, condition,
restriction, encumbrance, lease, conditional sales contract, title retention
device, charge or other third-party claim of any kind.
(j)	"Material Adverse Effect" with
respect to a Person means any event, change or effect that is materially adverse
to the condition (financial or otherwise), properties, assets, liabilities,
business, operations or results of operations of such Person and its Affiliates,
taken as a whole.
(k)	"Person" means an individual,
corporation, partnership, association, trust, government or political
subdivision or agent or instrumentality thereof, or other entity or
organization.
(l)	"Taxes" means all taxes,
however denominated, including any interest, penalties or other additions to tax
that may become payable in respect thereof, (i) imposed by any federal,
territorial, state, local or foreign government or any agency or political
subdivision of any such government, for which Buyer could become liable as
successor to or transferee of the IZ Business or the Purchased Assets or which
could become a charge against or lien on any of the Purchased Assets, which
taxes shall include, without limiting the generality of the foregoing, all sales
and use taxes, ad valorem taxes, excise taxes, business license taxes,
occupation taxes, real and personal property taxes, stamp taxes, environmental
taxes, real property gains taxes, transfer taxes, payroll and employee
withholding taxes, unemployment insurance contributions, social security taxes,
and other governmental charges, and other obligations of the same or of a
similar nature to any of the foregoing, which are required to be paid, withheld
or collected, or (ii) any liability for amounts referred to in (i) as a result
of any obligations to indemnify another person or as a result of being a member
of a consolidated, combined or unitary group.
2.	Sale and Purchase


	2.1  	Transfer of Assets.  Subject to the terms and
conditions of this Agreement, Seller shall sell, assign, grant, transfer, and
deliver (or cause to be sold, assigned, granted, transferred and delivered) to
Buyer, or to any Affiliate of Buyer designated by Buyer, and Buyer shall
purchase and accept from Seller as of the Closing Date, free and clear of all
Liens, all of the Seller's rights, title and interest in and to all of the
assets enumerated below as the same shall exist on the Closing Date (the
"Purchased Assets"): 

(a)	all tangible personal property and leases of and other
interests in tangible personal property used in connection with the IZ Business
as set forth on Schedule 2.1(a);
(b)	all rights under the contracts, agreements, leases and
other interests in personal property, licenses, commitments, sales and purchase
orders and other instruments, listed on Schedule 2.1(b) (collectively the
"Contracts");
(c)	all of the accounts receivable, notes receivable and
other receivables listed on Schedule 2.1(c);
(d)	all prepaid expenses relating to the operation of the
IZ Business including, but not limited to Taxes, leases and rentals, and Seller
will use its commercially reasonable best efforts to take all action necessary
with appropriate third parties to transfer such prepaid expenses to Buyer as of
the Closing Date;
(e)	all of Seller's rights, claims, credits, causes of
action or rights of set-off against third parties relating to the Purchased
Assets, including, without limitation, unliquidated rights under warranties;
(f)	all copyrights, copyright registrations, proprietary
processes, trade secrets, license rights, specifications, technical manuals and
data, drawings, inventions, designs, patents, patent applications, trade names,
trademarks, service marks, product information and data, know-how and
development work-in-progress, customer lists, software, business and marketing
plans and other intellectual or intangible property embodied in or pertaining to
the IZ Business, whether pending, applied for or issued, whether filed in the
United States or in other countries, including without limitation the items
listed in Schedule 2.1(f), together with all associated goodwill;
(g)	all things authored, discovered, developed, made,
perfected, improved, designed, engineered, acquired, produced, conceived or
first reduced to practice by Seller or any of its employees or agents that are
embodied in, derived from or otherwise directly related to the IZ Business, in
any stage of development, including, without limitation, modifications,
enhancements, designs, concepts, techniques, methods, ideas, flow charts, coding
sheets, notes and all other information relating to the IZ Business;
(h)	any and all design and code documentation,
methodologies, processes, trade secrets, copyrights, design information, product
information, technology, formulae, routines, engineering specifications,
technical manuals and data, drawings, inventions, know-how, techniques,
engineering work papers, and notes, development work-in-process, and other
proprietary information and materials of any kind relating to, used in, or
derived from the Purchased Assets (collectively with subsections (f) and (g),
the "Intellectual Property");
(i)	all permits, authorizations, consents and approvals of
any Governmental Entity affecting or relating in any way to the IZ Business,
including without limitation, the items listed on Schedule 2.1(i) (the
"Permits");
(j)	all books, records, files and papers, whether in hard
copy or electronic format, used in the IZ Business, including without
limitation, engineering information, sales and promotional literature, manuals
and data, sales and purchase correspondence, lists of present, former and
prospective suppliers or customers, personnel and employment records, and any
information relating to Taxes imposed on the IZ Business or Purchased
Assets;
(k)	all computer software programs, data and associated
licenses used in connection with the IZ Business;
(l)	all goodwill associated with the IZ Business or the
Purchased Assets, together with the right to represent to third parties that
Buyer is the successor to the IZ Business; and
(m)	all subscriber and customer lists associated with the
IZ Business or the Purchased Assets. 
2.2	Excluded Assets.  Buyer agrees that notwithstanding any
provision of Section 2.1 the assets of Seller listed on Schedule 2.2 (the
"Excluded Assets") shall be excluded from the Purchased
Assets.
2.3	Transfer of Liabilities. Subject to the terms and
conditions of this Agreement, Buyer or an Affiliate of Buyer designated by Buyer
agrees, effective as of the Closing Date, to assume the following liabilities
(the "Assumed Liabilities"):
(a)	the liabilities set forth on Schedule 2.3(a) to
the extent set forth thereon; and
(b)	the obligations of Seller arising under the Contracts,
other than any and all payment obligations arising or existing under the
Contracts prior to the Closing Date which are identified within 120 days
following the Closing Date.
2.4	Excluded Liabilities.  Except for those liabilities
expressly assumed by Buyer or any Affiliate designated by Buyer pursuant to
Section 2.3, Buyer shall not assume and shall not be liable for, and Seller
and its direct or indirect subsidiaries shall retain and remain solely liable
for and obligated to discharge, all of the debts, contracts, agreements,
commitments, obligations and other liabilities of any nature whatsoever of
Seller and its direct and indirect subsidiaries, whether known or unknown,
accrued or not accrued, fixed or contingent, including without limitation, the
following:
(a)	Any liability for breaches by Seller or any of its
respective direct or indirect subsidiaries on or prior to the Closing Date of
any contract or any other instrument, contract or purchase order, or any
liability for payments or amounts due under any Contract or any other
instrument, contract or purchase order on or prior to the Closing Date; 
(b)	Any liability or obligation for Taxes attributable to
or imposed upon Seller or any of its direct or indirect subsidiaries, or
attributable to or imposed upon the Purchased Assets for any period (or portion
thereof) through and including the Closing Date, including, without limitation,
any Taxes attributable to or arising from the transactions contemplated by this
Agreement;
(c)	Any liability or obligation for or in respect of any
loan, other indebtedness for money borrowed, or account payable of Seller or any
of its direct or indirect subsidiaries, including any such liabilities owed to
Affiliates of Seller;
(d)	Any liability or obligation arising as a result of any
legal or equitable action or judicial or administrative proceeding initiated at
any time, to the extent relating to any action or omission on or prior to the
Closing Date by or on behalf of Seller or any of its direct or indirect
subsidiaries, including, without limitation, any liability for infringement of
intellectual property rights, breach of product warranty, injury or death caused
by products, or violations of federal or state securities or other laws;
(e)	Any liability or obligation arising on or prior to the
Closing Date out of any "employee benefit plan," as such term is
defined by the Employee Retirement Income Security Act of 1974
("ERISA") or other employee benefit plans; 
(f)	Any liability or obligation for making payments of any
kind (including as a result of the sale of Purchased Assets or as a result of
the termination of employment by Seller of employees, or other claims arising
out of the terms and conditions of employment with Seller, or for vacation or
severance pay or otherwise) to employees of Seller or in respect of payroll
taxes for employees of Seller; 
(g)	Any liability of Seller incurred in connection with
the making or performance of this Agreement and the transactions contemplated
hereby;
(h)	Any liability of Seller arising out of the violation
of or failure to comply with any Environmental Laws applicable to any aspect of
the IZ Business; and
(i)	Any costs or expenses of Seller incurred in connection
with shutting down, deinstalling and removing equipment not purchased by Buyer,
and the costs associated with all contracts and agreements not assumed by
Buyer.
2.5	Consideration.  Subject to the performance by Seller of
all of its obligations under this Agreement (including delivering all documents
required to be delivered) at the Closing, in consideration of the acquisition of
the Purchased Assets under Section 2.1, Buyer agrees (i) to deliver to Seller a
non-interest bearing promissory note (the "Note") in the form
attached hereto as Exhibit A in the stated principal amount of
$2,250,000, subject to adjustment as provided in Section 2.6 (collectively with
the Warrant (as defined below, the "Consideration"); and (ii)
to assume the Assumed Liabilities, and Seller agrees to deliver to Buyer a
warrant to purchase 840,000 shares of PopMail common stock (the
"Warrant") in the form attached hereto as Exhibit B.

2.6	Adjustments to Consideration; Certain Third Party
Payments.
(a)	In the event that either (i) Buyer makes any
payment to any of the third parties listed on Schedule 2.6(a) due to Seller's
failure to pay amounts due or liabilities incurred under Contracts with these
third parties or (ii) Seller does not transfer all prepaid expenses
relating to the IZ Business to Buyer as of the Closing Date pursuant to
Section 2.1(d) hereof, then Seller shall promptly deliver to Buyer, either
in cash or written evidence acceptable to Buyer of Seller's partial forgiveness
of the Note, an amount equal to 175% of the Damages (as defined in Section 10.2)
attributable to such agreements and/or prepaid expenses, respectively (the
"Consideration Adjustment"). Damages shall include any amounts
paid by Buyer plus attorneys fees and expenses and other expenses and costs
incurred by Buyer that are reasonably related to paying these third parties the
amounts due them by Seller prior to Closing.  In the event Seller elects to pay
such Consideration Adjustment through partial forgiveness of the Note, Buyer and
Seller hereby agree to take all action necessary to amend the principal amount
due under the Note to reflect such Consideration Adjustment.  
(b)	In the event Buyer makes any payment in respect of any
Taxes described in Section 6.5 below as a result of Seller's failure to pay such
Taxes when due, Seller shall promptly deliver to Buyer written evidence
acceptable to Buyer of Seller's partial forgiveness of the Note in an amount
equal to the amount of Damages (defined in Section 10.2 below) Buyer incurs
in respect of such Taxes, and Buyer and Seller hereby agree to take all action
necessary to amend the principal amount due under the Note to reflect such
forgiveness.
(c)	In the event Seller fails to include the shares of
PopMail common stock purchased or purchasable by Buyer upon the exercise of the
Warrant in the first registration statement covering PopMail's stock filed by
the Company subsequent to November 30, 2000 under the Securities Act of 1933, as
amended (other than any registration statement on Form S-4, S-8 or any other
similarly inappropriate form, or any successor forms thereto, but including,
without limitation, the registration statement on Form S-3 that PopMail was
preparing as of November 30, 2000), Seller shall promptly deliver to Buyer
written evidence acceptable to Buyer of Seller's partial forgiveness of the Note
in an amount such that the Consideration (not taking into account any other
adjustments that may also be made pursuant to this Section 2.6) shall equal One
Million Five Hundred Thousand Dollars ($1,500,000.00), and Buyer and Seller
hereby agree to take all action necessary to amend the principal amount due
under the Note to reflect such forgiveness.
(d)	Seller agrees to remit to Buyer in cash within 10
business days after the Closing Date, the amount of Seller's deferred revenue
attributable to the IZ Business as of the Closing Date determined in accordance
with GAAP.
2.7	Allocation of Consideration.  The Consideration shall be
allocated among the Purchased Assets and other expenses as provided in
Exhibit C prepared by Buyer for purposes of complying with
the requirements of Section 1060 of the Code and the regulations thereunder.
Buyer and Seller agree to each prepare and file on a timely basis with the
Internal Revenue Service (and applicable state tax authorities) substantially
identical and supplemental Internal Revenue Service Forms 8594 (and
corresponding state tax forms) consistent with Buyer's reasonable and lawful
allocation of the Consideration and which gives effect to any Consideration
Adjustment or the actual dates on which payment is made under the Note.  If any
Tax authority challenges such allocation, the party receiving notice of such
challenge shall give the other prompt written notice thereof and the parties
shall cooperate in order to preserve the effectiveness of such allocation.
3.	Closing

3.1  	Closing.  Subject to the terms and conditions
of this Agreement, the Closing shall take place on such date, as soon as
practicable after all conditions precedent in Sections 8 and 9 have been
satisfied or waived, as the parties may agree, but in any case, no later than
December 8, 2000 (the "Closing Date").
3.2  	Actions at the Closing.  At the Closing, Seller shall
deliver the Purchased Assets to Buyer, Buyer shall deliver the Consideration to
Seller, and Buyer and Seller shall take such actions and execute and deliver
such agreements, bills of sale, and other instruments and documents as necessary
or appropriate to effect the transactions contemplated by this Agreement in
accordance with its terms, including without limitation the following:
(a)	Bill of Sale; Assignment and Assumption
Agreement.  Seller shall deliver to Buyer a general Bill of Sale
substantially in the form attached as Exhibit D and with respect
to each Contract, or item of Intellectual Property, an Assignment and Assumption
Agreement substantially in the form attached as Exhibit E (the
"Transfer Documents") in each case duly executed by Seller, and
in the aggregate assigning to Buyer all of Seller's right, title and interest in
and to the Purchased Assets.  Buyer may designate one or more of its Affiliates
as the recipient of certain of the Purchased Assets, and as the party to assume
certain of the Assumed Liabilities, in which case Seller shall transfer such
Purchased Assets and Assumed Liabilities to Buyer or the Affiliate(s) designated
by Buyer pursuant to such Transfer Documents.  
(b)	Consideration.  Buyer shall deliver the
Consideration to Seller.
(c)	Title.  Seller shall provide reasonable
evidence of valid title to such of the Purchased Assets as Buyer may reasonably
request in writing prior to the Closing, in form and substance reasonably
satisfactory to Buyer.
(d)	Third Party Consents and Assignments.
Seller shall deliver to Buyer any assignments, and any required consents to
assignment, that it has obtained in respect of the Contracts, duly executed by
parties having the authority to so assign or consent to assign, in form and
substance as Buyer shall reasonably request, as well as a written confirmation
from such third parties that the Contracts are in good standing.
(e)	Seller Documents.  At the Closing,
Seller shall deliver to Buyer any and all documents required to satisfy the
conditions set forth in Section 9 of this Agreement and any other closing
documents reasonably requested by Buyer.
(f)	Buyer Documents.  At the Closing, Buyer
shall deliver to Seller any and all documents required to satisfy the conditions
set forth in Section 8 of this Agreement and any other closing documents
reasonably requested by Seller.
(g)	Post-Closing Actions.  Subsequent to the
Closing Date, Seller shall, and shall cause any Affiliate of Seller to, from
time to time execute and deliver, upon the request of Buyer, all such other and
further materials and documents and instruments of conveyance, transfer or
assignment as may reasonably be requested by Buyer to effect, record or verify
the transfer to and vesting in Buyer of Seller's and any of Seller's Affiliates'
right, title and interest in and to the Purchased Assets, free and clear of all
Liens in accordance with the terms of this Agreement.
4.	Representations and Warranties of
Seller.
Each representation and warranty set forth below is qualified by any
exception or disclosures set forth in the Seller Disclosure Schedule attached
hereto, which exceptions specifically reference the Section(s) to be qualified.
In all other respects, each representation and warranty set out in this Section
4 is not qualified in any way whatsoever, will not merge on Closing or by reason
of the execution and delivery of any agreement, document or instrument at the
Closing, will remain in force on and after the Closing Date, is given with the
intention that liability is not confined to breaches discovered before Closing,
is separate and independent and is not limited by reference to any other
representation or warranty or any other provision of this Agreement, and is made
and given with the intention of inducing the Buyer to enter into this Agreement.
Seller represents and warrants to Buyer as follows:
4.1	Organization, Standing and Power.  Seller is a
corporation duly organized, validly existing and in good standing under the laws
of its jurisdiction of organization. Seller has the requisite corporate power
and authority and all necessary permits, authorizations, consents, and approvals
of all Governmental Entities to own, lease and operate its properties and to
carry on the IZ Business as now being conducted and as proposed to be conducted,
except where the failure to have such power, authority and governmental
approvals would not, individually or in the aggregate, have a Material Adverse
Effect on the IZ Business. Seller is duly qualified or licensed as a foreign
corporation to do business, and is in good standing, in each jurisdiction where
the character of the properties owned, leased or operated by it or the nature of
its business makes such qualification or licensing necessary, except for
failures to be so qualified or licensed and in good standing that would not,
individually or in the aggregate, have a Material Adverse Effect on the IZ
Business.
4.2	Authority.  The execution and delivery of this Agreement
(and all other agreements and instruments contemplated under this Agreement) by
Seller, the performance by Seller of its obligations hereunder and thereunder,
and the consummation by Seller of the transactions contemplated hereby and
thereby have been duly authorized by all necessary action by the Board of
Directors and shareholders of Seller, and no other act or proceeding on the part
of or on behalf of Seller or its shareholders is necessary to approve the
execution and delivery of this Agreement and such other agreements and
instruments, the performance by Seller of its obligations hereunder and
thereunder and the consummation of the transactions contemplated hereby and
thereby.  The signatory officers of Seller have the power and authority to
execute and deliver this Agreement and all of the other agreements and
instruments to be executed and delivered by Seller pursuant hereto, to
consummate the transactions hereby and thereby contemplated and to take all
other actions required to be taken by Seller pursuant to the provisions hereof
and thereof.
4.3	Execution and Binding Effect.  This Agreement has been
duly and validly executed and delivered by Seller and constitutes, and the other
agreements and instruments to be executed and delivered by Seller pursuant
hereto, upon their execution and delivery by Seller, will constitute (assuming,
in each case, the due and valid authorization, execution and delivery thereof by
Buyer), legal, valid and binding agreements of Seller, enforceable against
Seller in accordance with their respective terms.
4.4	Consents and Approvals of Governmental Entities. Other
than the Governmental Authorizations, there is no requirement applicable to
Seller to make any filing, declaration or registration with, or to obtain any
permit, authorization, consent or approval of, any Governmental Entity as a
condition to the lawful consummation by Seller of the transactions contemplated
by this Agreement and the other agreements and instruments to be executed and
delivered by Seller pursuant hereto or the consummation by Seller of the
transactions contemplated herein or therein.
4.5	No Violation.  Neither the execution, delivery and
performance of this Agreement and all of the other agreements and instruments to
be executed and delivered pursuant hereto, nor the consummation of the
transactions contemplated hereby or thereby, will, with or without the passage
of time or the delivery of notice or both, (a) conflict with, violate or
result in any breach of the terms, conditions or provisions of the Articles of
Incorporation or Bylaws of Seller, (b) conflict with or result in a
violation or breach of, or constitute a default or require consent of any Person
(or give rise to any right of termination, cancellation or acceleration) under,
any of the terms, conditions or provisions of any contract, notice, bond,
mortgage, indenture, license, franchise, permit, agreement, lease or other
instrument or obligation to which Seller is a party or by which Seller or any of
the Purchased Assets may be bound, (c) violate any statute, ordinance or
law or any rule, regulation, order, writ, injunction or decree of any
Governmental Entity applicable to Seller or by which any properties or assets of
Seller may be bound, or (d) result in any cancellation of, or obligation to
repay, any grant, loan or other financial assistance received by Seller from any
Governmental Entity.  No "bulk sales" legislation applies to the
transactions contemplated by this Agreement.
4.6	Consents.  Schedule 4.6 sets forth each
agreement, contract or other instrument binding upon Seller requiring a consent
as a result of the execution, delivery and performance of this Agreement or the
consummation of the transactions contemplated hereby, except such consents as
would not, individually or in the aggregate, have a Material Adverse Effect if
not received by the Closing Date (each a "Required
Consent").
4.7	Financial Statements.  The Seller has made available to
Buyer the audited consolidated financial statements of PopMail (including
balance sheet, income statement and statement of cash flows) as of January 2,
2000, for the fiscal year then ended together with the consolidated financial
statements of PopMail contained in PopMail's Quarterly Reports on Form 10-Q for
fiscal year 2001 filed with the Securities and Exchange Commission
(collectively, the "Financial Statements").  The Financial
Statements have been prepared in accordance with generally accepted accounting
principles applied on a consistent basis throughout the periods indicated.  The
Financial Statements fairly present the financial condition and operating
results of the Seller as of the dates, and for the periods, indicated therein,
subject, in the case of interim financial statements, to normal year-end audit
adjustments. Except as set forth in the Financial Statements, the Seller has no
material liabilities, contingent or otherwise, other than (i) liabilities
incurred in the ordinary course of business subsequent to October 1, 2000
and (ii) obligations under contracts and commitments incurred in the
ordinary course of business and not required under generally accepted accounting
principles to be reflected in the Financial Statements, which, in both cases,
individually or in the aggregate are not material to the financial condition or
operating results of the Seller.

4.8	Absence of Certain Changes.  Since November 1, 2000
Seller has conducted the IZ Business in the ordinary course consistent with past
practice and Seller:  

(a)	has not created, incurred or assumed (i) any
borrowings under capital leases, or (ii) any obligation which in any
material way affect the IZ Business, the Purchased Assets or Buyer's ability to
conduct the IZ Business in substantially the same manner and condition as
conducted by Seller on the date of this Agreement;
(b)	has not changed in any manner the compensation of, or
agreed to provide additional benefits to, or enter into any employment agreement
with, any Employee (as defined in Section 7.1);
(c)	has maintained insurance coverage in amounts adequate
to cover the reasonably anticipated risks of the business conducted with the
Purchased Assets;
(d)	has not acquired or agreed to acquire by merging or
consolidating with, or by purchasing any assets or equity securities of, or by
any other manner, any business or any corporation, partnership, association or
other business organization or division thereof, or otherwise acquire or agree
to acquire any assets which are material, individually or in the aggregate, to
the IZ Business;
(e)	has not sold, disposed of or encumbered any of the
Purchased Assets or licensed any Purchased Assets to any Person except for the
sale of Inventory in the normal course of business consistent with past
practice;
(f)	has not engaged in any special promotion, which
promotes the sale of Inventory with highly discounted terms;
(g) 	has not entered into any agreements or commitments
relating to the business conducted with the Purchased Assets, except on
commercially reasonable terms in the ordinary course of business;
(h)	has complied in all material respects with all laws
and regulations applicable to the IZ Business;
(i)	has not entered into any agreement with any third
party for the distribution of any of the Purchased Assets;
(j)	has not changed or announced any change to the
products or services sold by the IZ Business except with Buyer's written consent
or at Buyer's request;
(k)	has not violated, amended or otherwise change in any
way the terms of any of the Contracts;
(l)	has not commenced a lawsuit related to or involving
the Purchased Assets other than (i) for the routine collection of bills; or (ii)
for a breach of this Agreement;
(m)	has not assigned, sold or otherwise conveyed to any
third party, any of its accounts receivable prior to the Closing Date; or
(n)	made any agreement to do any of the foregoing.
4.9  	Assets Generally.
(a)	The Purchased Assets include all properties, tangible
and intangible, and only such properties, currently used by Seller in operating
the IZ Business and necessary for Buyer to operate the IZ Business after the
Closing Date in a manner substantially equivalent to the manner in which Seller
has operated the IZ Business  prior to and through the Closing Date. Other than
the Required Consents and the Governmental Approvals, no licenses or other
consents from, or payments to, any other Person are or will be necessary for
Buyer to operate the IZ Business and use the Purchased Assets in the manner in
which Seller has operated the same.
(b)	Seller holds good and marketable title, license to or
leasehold interest in  all of the Purchased Assets and has the complete and
unrestricted power and the unqualified right to sell, assign and deliver the
Purchased Assets to Buyer.  Upon consummation of the transactions contemplated
by this Agreement, Buyer will acquire good and marketable title, license or
leasehold interest to the Purchased Assets free and clear of any Liens and there
exists no restriction on the use or transfer of the Purchased Assets, except as
may be assumed hereunder by Buyer as an Assumed Liability.  No Person other than
Seller has any right or interest in the Purchased Assets, including the right to
grant interests in the Purchased Assets to third parties, except for Purchased
Assets licensed or leased from third parties which are set forth in the Seller
Disclosure Schedule and identified as such.
(c)	Except as provided in this Agreement, no restrictions
will exist on Buyer's right to sell, resell, license or sublicense any of the
Purchased Assets or engage in the IZ Business, nor will any such restrictions be
imposed on Buyer as a consequence of the transactions contemplated by this
Agreement or by any agreement referenced in this Agreement.
(d)	All of the Purchased Assets are in good operating
condition and repair, as required for their use in the IZ Business as presently
conducted, and conform to all applicable laws, and no notice of any violation of
any law relating to any of the Purchased Assets or Assumed Liabilities has been
received by Seller.
4.10	Intellectual Property.
(a)	The execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated hereby
(including without limitation the continued conduct by Buyer after the Closing
Date of the IZ Business as presently conducted by Seller and the incorporation
of any Intellectual Property in any product of Buyer or an affiliate of Buyer)
will not breach, violate or conflict with any instrument or agreement governing
any Intellectual Property necessary or required for, or used in, the conduct of
the IZ Business as presently conducted and will not cause the forfeiture or
termination or give rise to a right of forfeiture or termination of any such
Intellectual Property or in any material way impair the right of Buyer or any of
its Affiliates to use, sell, license or dispose of, or to bring any action for
the infringement of, any such Intellectual Property or portion thereof;
(b)	Neither the development, manufacture, marketing,
license, sale or use of any product or Intellectual Property currently licensed,
used or sold by Seller or currently under development violates or will violate
any license or agreement to which Seller is a party or infringes or will
infringe any copyright, patent, trademark, service mark, trade secret or other
intellectual property or other proprietary right of any other party.  All
registered trademarks, service marks, patents and copyrights held by Seller are
valid and subsisting.  There is no pending or threatened claim or litigation
contesting the validity, ownership or right to use, sell, license or dispose of
any of the Purchased Assets (including without limitation the Intellectual
Property) necessary or required for, or used in, the conduct of the business of
Seller as presently conducted nor is there any basis for any such claim, nor has
Seller received any notice asserting that any such Purchased Asset (including
without limitation the Intellectual Property) or the proposed use, sale, license
or disposition thereof conflicts or will conflict with the rights of any other
party, nor is there any basis for any such assertion.  To the best of Seller's
knowledge, there is no unauthorized use, infringement or misappropriation on the
part of any third party of the Purchased Assets (including without limitation
the Intellectual Property); and
(c)	Seller has taken reasonable steps (including, without
limitation, entering into confidentiality and non-disclosure agreements with all
officers and employees of and consultants to Seller with access to or knowledge
of the Purchased Assets (including without limitation the Intellectual
Property)) to maintain the secrecy and confidentiality of, and its proprietary
rights in, the Purchased Assets (including without limitation the Intellectual
Property) necessary or required for, or used in, the conduct of the business of
Seller as presently conducted.  The Seller Disclosure Schedule contains a
complete and accurate list of all applications, filings and other formal actions
made or taken pursuant to federal, state, local and foreign laws by Seller to
perfect or protect its interest in the Purchased Assets, including, without
limitation, all patents, patent applications, trademarks, trademark
applications, service marks and copyright or mask work registrations.
(d)	All fees to maintain Seller's rights in the
Intellectual Property, including, without limitation, patent and trademark
registration and prosecution fees and all professional fees in connection
therewith pertaining to the Intellectual Property due and payable on or before
the Closing Date, have been paid by Seller or will be paid by Seller within a
reasonable period after the Closing.
4.11	Supply Agreements.  
(a)	The only obligations of Seller to deliver or supply
products or services are identified in Schedule 2.1(b) as Co-publishing
or Content Agreements (such agreements, as supplemented below, are referred to
collectively as the "Supply Agreements").  Seller has provided
a true and complete copy of all Supply Agreements to Buyer.  All such Supply
Agreements are in full force and effect and are valid and effective in
accordance with their respective terms against Seller, as the case may be, and
against the other party thereto.  Seller holds right, title and interest under
the terms of each Supply Agreement free of all Liens.  Seller is not in default
under any such Supply Agreements (or has caused an event which with notice or
lapse of time, or both, would constitute a default), nor, to the best of
Seller's knowledge, is the other party thereto in default (or has caused an
event which with notice or lapse of time, or both, would constitute a default)
under any such Supply Agreements.
(b)	Seller has not entered into any agreement under which
Seller is restricted from selling, licensing or otherwise distributing any
products or services to any class of customers, in any geographic area, during
any period of time or in any segment of the market.
(c)	After the Closing, Buyer will not be prevented by any
act of Seller from changing prices charged to existing or future customers of
any products or services.
(d)	Seller has not granted any third party the right to
supply any products or services of the IZ Business to any other third party.  No
agreement for supply of the products or services by Seller obligates Seller, and
no agreement would obligate Buyer after the Closing Date, to provide any change
in specification of such products or services or to provide new products or
services.  No agreement pursuant to which Seller has licensed the use of any
products to any third party obligates Seller to provide any change in
specification in the performance of such products or to provide new products or
services.
4.12	Warranties and Indemnities.  The Seller Disclosure
Schedule sets forth a summary of all warranties and indemnities, express or
implied, relating to products sold or services rendered by Seller, and no
warranty or indemnity has been given by Seller which is not listed on the Seller
Disclosure Schedule or which differs therefrom in any respect.  Seller is in
compliance with all warranties described in the Seller Disclosure Schedule.  The
Seller Disclosure Schedule also indicates all warranty and indemnity claims
currently pending against Seller.
4.13	Accounts Receivable.  All accounts receivable, notes
receivable and other receivables included in the Purchased Assets are valid,
genuine and fully collectible in the aggregate amount thereof, net of Seller's
allowances for doubtful accounts attributable to the IZ Business determined in
accordance with GAAP.
4.14	Licenses and Permits. Seller holds all consents,
approvals, registrations, certifications, authorizations, permits and licenses
of, and has made all filings with, or notifications to, all Governmental
Entities pursuant to applicable requirements of all federal, state, local and
foreign laws, ordinances, governmental rules or regulations applicable to the
business, including, but not limited to, all such laws, ordinances, governmental
rules or regulations relating to registration of the products of the IZ Business
(at their current level of development and use) and certification of the
facilities of the IZ Business, except where the failure to hold any such
consent, approval, registration, certification, authorization, permit or license
of, or make any filing with, or notification to, any Governmental Entity would
not have a Material Adverse Effect on the IZ Business.  The IZ Business is in
compliance with all federal, state, local and foreign laws, ordinances,
governmental rules and regulations relating to the products manufactured by the
IZ Business or otherwise related to the IZ Business, except where the failure to
comply with any such federal, state, local or foreign law, ordinance,
governmental rule or regulation would not have a Material Adverse Effect on the
IZ business, and Seller has no reason to believe that any consents, approvals,
authorizations, registrations, certifications, permits, filings or notifications
that it has received or made to operate the IZ Business are invalid or have been
or are being suspended, canceled, revoked or questioned.  There is no
investigation or inquiry to which Seller is a party or, to Seller's knowledge,
pending or threatened, relating to the IZ Business and its compliance with
applicable foreign, state, local or foreign laws, ordinances, governmental rules
or regulations.  Each such consent, approval, registration, certification,
authorization, permit or license is transferable and shall be transferred to
Buyer in accordance with the terms of this Agreement.
4.15	Employees.
(a)	Schedule 4.15 sets forth the names and job
titles of all of the Employees.  All employees, consultants, officers, directors
and shareholders of Seller or any Seller subsidiary that have had access to the
Purchased Assets are parties to a written agreement (a "Confidentiality
Agreement"), under which each such person or entity (i) is
obligated to disclose and transfer to Seller, without the receipt by such person
of any additional value therefor (other than normal salary or fees for
consulting services), all inventions, developments and discoveries which, during
the period of employment with or performance of services for Seller, he or she
makes or conceives of either solely or jointly with others, that relate to any
subject matter with which his or her work for Seller may be concerned, or relate
to or are connected with the IZ Business, products or projects of Seller, or
involve the use of the time, material or facilities of Seller, and (ii) is
obligated to maintain the confidentiality of proprietary information of Seller.
None of Seller's employees, consultants, officers or directors is obligated
under any contract (including licenses, covenants or commitments of any nature)
or other agreement, or to the best of Seller's knowledge subject to any
judgment, decree or order of any court or administrative agency, that would
conflict with their obligation to promote the interests of Seller with regard to
the IZ Business or the Purchased Assets or that would conflict with the IZ
Business or the Purchased Assets.  Neither the carrying on of the IZ Business by
its employees and consultants, nor to the best of Seller's knowledge the
execution or the delivery of this Agreement, will conflict with or result in a
breach of the terms, conditions or provisions of, or constitute a default under,
any contract, covenant or instrument under which any of such persons or entities
are now obligated.  It is currently not necessary nor will it be necessary for
Seller to utilize in the IZ Business any inventions of any of such persons or
entities (or people it currently intends to hire) made or owned prior to their
employment by or affiliation with Seller, nor is it or will it be necessary to
utilize any other assets or rights of any such persons or entities (or people it
currently intends to hire) made or owned prior to their employment with or
engagement by Seller, in violation of any registered patents, trade names,
trademarks or copyrights or any other limitations or restrictions to which any
such persons or entity is a party or to which any of such assets or rights may
be subject.  To the Seller's knowledge, none of Seller's employees, consultants,
officers, directors or shareholders that has had knowledge or access to
information relating to the Purchased Assets has taken, removed or made use of
any proprietary documentation, manuals, products, materials, or any other
tangible item from his or her previous employer relating to the Purchased Assets
by such previous employer which has resulted in Seller's access to or use of
such proprietary items included in the Purchased Assets, and Seller will not
gain access to or make use of any such proprietary items in the IZ Business,
except to the extent that any such activities would not have a material adverse
effect on the Purchased Assets or the IZ Business.
(b)	Except for the Confidentiality Agreement, there are no
written or oral contracts of employment between Seller and any Employee.
(c)	Seller is not a party to any collective bargaining
agreement covering any employee and Seller knows of no effort to organize any of
its employees as a part of any collective bargaining unit.  Seller's employees
are not members of a trade union certified as a bargaining agent with the Seller
and, to the best of Seller's knowledge, no proceedings to implement any such
certifications are pending.
4.16	Employee Benefit and Compensation Plans.  Buyer will
incur no liability with respect to, or on account of, and Seller will retain any
liability for, and on account of, any employee benefit plan of Seller, any of
its Affiliates or any predecessor employer of any employee, including, but not
limited to, liabilities Seller may have to such employees under all employee
benefit schemes, incentive compensation plans, bonus plans, pension and
retirement plans, profit-sharing plans (including any profit-sharing plan with a
cash-or-deferred arrangement) share purchase and option plans, savings and
similar plans, medical, dental, travel, accident, life, disability and other
insurance and other plans or arrangements, whether written or oral and whether
"qualified" or "non-qualified," or to any employee as a
result of termination of employment by Seller as contemplated by this Agreement
(including any liabilities under the Consolidated Omnibus Budget Reconciliation
Act ("COBRA")).  Seller has not, with respect to any employee,
maintained or contributed to, or been obligated or required to contribute to,
any retirement or pension plan or any employee benefit plan.  The Seller has
complied with all of its obligations (including obligations to make
contributions) in respect of the retirement or pension funds of which its
employees are beneficiaries, there is no outstanding liability of the Seller or
any of its Affiliates to any such funds and all such funds are fully funded to
meet all potential claims for benefits by any and all such employees and any
former employee.  
	4.17	Taxes.  All Taxes have been or will be paid by
Seller which are due or properly accrued with respect to all periods (or
portions thereof) prior to and including the Closing Date, and at the request of
Buyer, Seller shall provide Buyer with proof of such payment.  Seller and any
other person required to file returns or reports of Taxes have duly and timely
filed (or will file prior to the Closing Date) all returns and reports of Taxes
required to be filed prior to such date, and all such returns and reports are
true, correct, and complete.  There are no liens for Taxes on any of the
Purchased Assets.  Seller has complied with all record keeping and tax reporting
obligations relating to income and employment taxes due with respect to
compensation paid to employees or independent contractors providing services to
the IZ Business.  Seller is not a "foreign person" within the meaning
of Section 1445(f)(3) of the Code.  There are no pending or, to Seller's
knowledge, threatened proceedings with respect to Taxes, and there are no
outstanding waivers or extensions of statutes of limitations with respect to
assessments of  Taxes.  No agreement or arrangement regarding compensation of
any employee providing services to the IZ Business provides for any payments
which could result in a nondeductible expense to the Buyer pursuant to
Section 280G of the Code or an excise tax to the recipient of such payment
pursuant to Section 4999 of the Code.

 4.18	Compliance with Law.  The operation of the IZ Business
has been conducted in all material respects in accordance with all applicable
laws, regulations and other requirements of Governmental Entities having
jurisdiction over the same.
4.19	Material Contracts.
(a)	Schedule 2.1(b) contains a list of all Contracts which
are material to the Business.
(b)	Except as would not, individually or in the aggregate,
have a Material Adverse Effect on the IZ Business, each Contract is a legal,
valid and binding agreement, and none of the Contracts is in default by its
terms or has been canceled by the other party; Seller is not in receipt of any
claim of default under any such Contract; and Seller does not anticipate any
termination or change to, or receipt of a proposal with respect to, any such
Contract as a result of the transactions contemplated hereby.  Seller has
furnished Buyer with true and complete copies of all such Contracts together
with all amendments, waivers or other changes thereto.  
4.20	Litigation; Other Claims.
(a)	There are no claims, actions, suits, inquiries,
proceedings, or investigations against Seller, or any of its officers, directors
or shareholders, relating to the IZ Business, the Purchased Assets or Seller's
employees which are currently pending or, to the best of Seller's knowledge,
threatened, at law or in equity or before or by any Governmental Entity, or
which challenges or seeks to prevent, enjoin, alter or materially delay any of
the transactions contemplated hereby, nor is Seller aware of any basis for such
claims, actions, suits, inquiries, proceedings, or investigations; and no
Governmental Entity has at any time challenged or questioned the legal right of
Seller to manufacture, offer or sell any of its products or services in the
present manner or style thereof.
(b)	There are no grievance or arbitration proceedings
pending or threatened, and there are no actual or threatened strikes or work
stoppages with respect to the IZ Business, the Purchased Assets or Seller's
employees, nor is Seller aware of any basis for such proceedings or events.
4.21	Defaults.  Seller is not in default under or with
respect to any judgment, order, writ, injunction or decree of any court or any
Governmental Entity which could reasonably be expected to have a Material
Adverse Effect on the IZ Business or any of the Purchased Assets.  There does
not exist any default by Seller or by any other Person, or event that, with
notice or lapse of time, or both, would constitute a default under any agreement
entered into by Seller as part of the operations of the IZ Business which could
reasonably be expected to have a Material Adverse Effect on the IZ Business or
the Purchased Assets, and no notices of breach thereof have been received by
Seller.
4.22	Schedules.  The schedules describing the Purchased
Assets are complete and accurate and describe the assets in the possession of,
or used by Seller in connection with the IZ Business.  The property listed in
such Schedules constitutes all of the tangible and intangible property necessary
for the conduct by Seller of the IZ Business.
4.23	Full Disclosure.  Seller is not aware of any facts
pertaining to the Purchased Assets which affect the IZ Business or the Purchased
Assets in a materially adverse manner or which will in the future affect the IZ
Business or the Purchased Assets in a materially adverse manner.  Neither this
Agreement nor any other agreement, exhibit, schedule or officer's certificate
being entered into or delivered pursuant to this Agreement contains any untrue
statement of a material fact or omits to state any material fact necessary in
order to make the statements contained in such document not misleading.
4.24	Brokers and Finders.  Neither Seller nor any of its
officers, directors or employees has employed any broker or finder or incurred
any liability for any brokerage fee, commission or finder's fee in connection
with the transactions contemplated by this Agreement.
4.25	Fair Consideration; No Fraudulent Conveyance.  The sale
of the Purchased Assets pursuant to this Agreement is made in exchange for fair
and equivalent consideration.  Seller is not now insolvent and will not be
rendered insolvent by the sale, transfer and assignment of the Purchased Assets
pursuant to the terms of this Agreement.  Seller is not entering into this
Agreement or any of the other agreements referenced in this Agreement with the
intent to defraud, delay or hinder its creditors and the consummation of the
transactions contemplated by this Agreement, and the other agreements referenced
in this Agreement, will not have any such effect.  The transactions contemplated
in this Agreement or any agreements referenced in this Agreement will not
constitute a fraudulent conveyance, or otherwise give rise to any right of any
creditor of Seller to any of the Purchased Assets after the Closing.
4.26	Insurance.  The Seller Disclosure Schedule lists all
insurance policies and fidelity bonds covering the Purchased Assets.  There is
no claim by Seller pending under any of such policies or bonds as to which
coverage has been questioned, denied or disputed by the underwriters of such
policies and bonds.  All premiums due and payable under all such policies and
bonds have been paid and Seller is otherwise in material compliance with the
terms of such policies and bonds (or other policies and bonds providing
substantially similar insurance coverage).  There is no threatened termination
of, or material premium increase with respect to, any of such policies.
5.	Representations and Warranties of Buyer

	Buyer represents and warrants to Seller as follows:

5.1	Organization.  Buyer is a corporation duly formed and
validly existing under the laws of Delaware and has full corporate power and
authority and the legal right to execute and deliver this Agreement and all of
the other agreements and instruments to be executed and delivered by Buyer
pursuant hereto, and to consummate the transactions contemplated hereby and
thereby.
5.2	Authority.  The execution and delivery of this Agreement
(and all other agreements and instruments contemplated hereunder) by Buyer, the
performance by Buyer of its obligations hereunder and thereunder, and the
consummation by Buyer of the transactions contemplated hereby and thereby have
been duly authorized by all necessary action by the Board of Directors of Buyer,
and no other act or proceeding on the part of Buyer or its shareholders is
necessary to approve the execution and delivery of this Agreement and such other
agreements and instruments, the performance by Buyer of its obligations
hereunder and thereunder and the consummation of the transactions contemplated
hereby and thereby.  The signatory officers of Buyer have the power and
authority to execute and deliver this Agreement and all of the other agreements
and instruments to be executed and delivered by Buyer pursuant hereto, to
consummate the transactions hereby and thereby contemplated and to take all
other actions required to be taken by Buyer pursuant to the provisions hereof
and thereof.
5.3	Execution and Binding Effect.  This Agreement and the
Note have been duly and validly executed and delivered by Buyer and constitutes,
and the other agreements and instruments to be executed and delivered by Buyer
pursuant hereto, upon their execution and delivery by Buyer, will constitute
(assuming, in each case, the due and valid authorization, execution and delivery
thereof by Seller), legal, valid and binding agreements of Buyer, enforceable
against Buyer in accordance with their respective terms, except as
enforceability may be limited by bankruptcy, insolvency, moratorium, or other
laws affecting the enforcement of creditors' rights generally or provisions
limiting competition, and by equitable principles.
5.4	Consent and Approvals.  There is no requirement
applicable to Buyer to make any filing, declaration or registration with, or to
obtain any permit, authorization, consent or approval of, any Governmental
Entity as a condition to the lawful consummation by Buyer of the transactions
contemplated by this Agreement and the other agreements and instruments to be
executed and delivered by Buyer pursuant hereto, except for filings (a) which
are referred to in the Seller Disclosure Schedule or (b) the failure of making
which would not have a Material Adverse Effect on the transactions contemplated
hereby.
5.5	No Violation.  Neither the execution, delivery and
performance of this Agreement and of all the other agreements and instruments to
be executed and delivered pursuant hereto, nor the consummation of the
transactions contemplated hereby or thereby, will, with or without the passage
of time or the delivery of notice or both, (a) conflict with, violate or
result in any breach of the terms, conditions or provisions of the Certificate
of Incorporation or Bylaws of Buyer, (b) conflict with or result in a
violation or breach of, or constitute a default or require consent of any Person
(or give rise to any right of termination, cancellation or acceleration) under,
any of the terms, conditions or provisions of any notice, bond, mortgage,
indenture, license, franchise, permit, agreement, lease or other instrument or
obligation to which Buyer is a party or by which Buyer or any of its properties
or assets may be bound, or (c) violate any statute, ordinance or law or any
rule, regulation, order, writ, injunction or decree of any Governmental Entity
applicable to Buyer or by which any of its properties or assets may be
bound.
6.	Covenants.
6.1	Access to Information.
(a)	Prior and subsequent to the Closing, Seller will
permit Buyer to make a full and complete investigation of the Purchased Assets
and to receive from Seller all information of Seller relating to the Purchased
Assets or reasonably related to Seller's conduct of the IZ Business.  Without
limiting this right, Seller will give to Buyer and its accountants, legal
counsel, and other representatives full access, during normal business hours, at
a mutually agreeable location arranged in advance, to all of the books, records,
files, documents, properties, and contracts of Seller relating to the Purchased
Assets or reasonably related to Seller's conduct of the IZ Business and allow
Buyer and any such representatives to make copies thereof, all of which shall be
made available in an organized fashion and so as to facilitate an orderly
review.  This Section 6.1 shall not affect or be deemed to modify any
representation or warranty contained herein or the conditions to the obligations
of the parties to consummate the transactions contemplated by this Agreement.
Seller shall maintain and make available the information and records specified
in this Section 6.1(a) in the ordinary course of Seller's business and document
retention policies, as if the transactions contemplated by this Agreement had
not occurred.
(b)	At all times following the Closing, each party shall
provide the other party (at such other party's expense) with such reasonable
assistance, including the provision of available relevant records or other
information and reasonable access to and cooperation of any employees, as may be
reasonably requested by either of them in connection with the preparation of any
financial statement or tax return, any audit or examination by any taxing
authority, or any judicial or administrative proceeding relating to liability
for Taxes.
6.2	Third Party Consents.  Seller and Buyer shall use
commercially reasonable efforts to obtain, within the applicable time periods
required, all Required Consents, waivers, permits, consents and approvals and to
effect all registrations, filings and notices with or to third parties or
Governmental Entities which are necessary to consummate the transactions
contemplated by this Agreement so as to preserve all rights of, and benefits to,
the Buyer in the Purchased Assets.  Nothing in this Agreement shall be construed
as an assignment of, or an attempt to assign to Buyer, any contract (or rights
therein) or Governmental Entity authorization which, as a matter of law or by
its terms, is (i) not assignable, or (ii) not assignable without the
approval or consent of the issuer thereof or the other party or parties thereto,
without first obtaining such approval or consent (collectively, "Non-
Assignable Rights").  In connection with such Non-Assignable Rights, and
without prejudice to the rights of Buyer elsewhere in this Agreement, Seller
shall, at the request of Buyer:
(a)	apply for and use all reasonable efforts to obtain all
consents or approvals contemplated by the Purchased Assets (or rights therein)
or Governmental Entity authorization, in a form satisfactory to Buyer acting
reasonably;
(b)	co-operate with Buyer in any reasonable and lawful
arrangements designed to provide the benefits of such Non-Assignable Rights to
Buyer, including holding any such Non-Assignable Rights in trust for Buyer or
acting as agent for Buyer;
(c)	enforce any rights of Seller arising from such Non-
Assignable Rights against the issuer thereof or the other party or parties
thereto;
(d)	take all such actions and do, or cause to be done, all
such things at the request of Buyer as shall reasonably be necessary and proper
in order that the value of any Non-Assignable Rights shall be preserved and
shall enure to the benefit of Buyer; and
(e)	pay over to Buyer, all monies collected by or paid to
Seller in respect of such Non-Assignable Rights. 
If Seller is unable to lawfully provide the benefit of any Non-Assignable
Right to Buyer, it shall not, at any time, use such Non-Assignable Right for its
own purposes or assign or provide the benefit of such Non-Assignable Right to
any other party. 
6.3	Certain Notifications.  At all times prior to the
Closing, Seller and Buyer shall promptly notify the other party in writing of
the occurrence of any event which will result, or has a reasonable prospect of
resulting, in the failure to satisfy any of the conditions specified in Section
8 or Section 9 of this Agreement.
6.4	Best Efforts.  The Seller shall use its commercially
reasonable best efforts (i) to cause to be fulfilled and satisfied all of
the conditions to the Closing set forth in Section 8 below, (ii) to cause
to be performed all of the matters required of it at the Closing and
(iii) to cause the Contracts to be assigned to Buyer.
6.5	Tax Returns.  Seller shall, to the extent that failure
to do so could adversely affect Buyer, the IZ Business or the Purchased Assets
following Closing, (a) continue to file in a timely manner all returns and
reports relating to Taxes, and such returns and reports shall be true, correct
and complete and shall be subject to the review and consent of Buyer which
consent shall not be unreasonably withheld, and (b) be responsible for and
pay when due any and all Taxes attributable to or imposed upon Seller or any of
its direct or indirect subsidiaries, or attributable to or imposed upon the
Purchased Assets for any period (or portion thereof) through and including the
Closing Date, including, without limitation, any Taxes attributable to or
arising from the transactions contemplated by this Agreement.  In the event
Buyer makes any payment in respect of such Taxes as a result of Seller's failure
to pay such Taxes when due, there shall be a partial forgiveness of the Note as
set forth in Section 2.6(b) above.
6.6	Post-Closing Access to Information.  If, after the
Closing Date, in order properly to operate the IZ Business or prepare documents
or reports required to be filed with governmental authorities or Buyer's
financial statements, it is necessary that Buyer obtain additional information
within Seller's possession relating to the Purchased Assets or the IZ Business,
Seller will furnish or cause its representatives to furnish such information to
Buyer.  Such information shall include, without limitation, all agreements
between Seller and any Person relating to the IZ Business. Seller shall maintain
and make available the information and records specified in this Section 6.6 for
a period of five (5) years after the Closing Date.
6.7	Post-Closing Cooperation.  Seller agrees that, if
reasonably requested by Buyer, it will cooperate with Buyer, at Buyer's expense,
in enforcing the terms of any agreements between Seller and any third party
involving the IZ Business, including without limitation terms relating to
confidentiality and the protection of intellectual property rights.  In the
event that Buyer is unable to enforce its intellectual property rights against a
third party as a result of a rule or law barring enforcement of such rights by a
transferee of such rights, Seller agrees to reasonably cooperate with Buyer by
assigning to Buyer such rights as may be required by Buyer to enforce its
intellectual property rights in its own name.  If such assignment still does not
permit Buyer to enforce its intellectual property rights against the third
party, Seller agrees to initiate proceedings against such third party in
Seller's name, provided that Buyer shall be entitled to participate in such
proceedings and provided further that Buyer shall be responsible for the
expenses of such proceedings.
6.8	No Post-Closing Retention of Copies.  Immediately after
the Closing, Seller shall deliver to Buyer or destroy copies of Purchased Assets
in Seller's possession that are in addition to copies delivered to Buyer as part
of the Closing, whether such copies are in paper form, on computer media or
stored in another form; provided, however, that Seller may retain and use
copies of financial books and records relating to the IZ Business as well as
other documents required by law to be kept by Seller for the sole purpose of
preparing its financial statements and other reports required by applicable law.
The Seller shall not be permitted to use the financial books and records of the
IZ Business for any other reason.
6.9	Public Announcements.  On and prior to the Closing Date,
Buyer and Seller shall advise and confer with each other prior to the issuance
of any reports, statements or releases concerning this Agreement (including the
exhibits and schedules hereto) and the transactions contemplated herein.
Neither Buyer nor Seller will make any public disclosure prior to the Closing or
with respect to the Closing unless both parties agree on the text and timing of
such public disclosure; provided, however, that nothing contained herein
shall prevent either party at any time from furnishing any information to any
Governmental Entity.  Immediately after this Agreement is signed, both parties
will make public announcements to their respective share exchanges; the text of
such public announcements will be reviewed by the parties prior to release.
6.10	Post-Closing Actions.  Subsequent to the Closing Date,
Seller shall, from time to time, execute and deliver, upon the request of Buyer,
all such other and further materials and documents and instruments of
conveyance, transfer or assignment as may reasonably be requested by Buyer to
effect, record or verify the transfer to, and vesting in Buyer, of Seller's
right, title and interest in and to the Purchased Assets, free and clear of all
Liens, in accordance with the terms of this Agreement.
6.11	Financial Statements.  In the event
Buyer is required by the rules and regulations promulgated by the U.S.
Securities and Exchange Commission to produce any financial statements covering
a period or periods prior to the Closing Date, then Seller at Buyer's expense
shall assist Buyer in the preparation thereof as reasonably requested by Buyer.

6.12	Permits.  Seller will assist Buyer in
obtaining any licenses, permits or authorizations required for carrying on the
IZ Business but which are not transferable.
6.13	Taxes. Seller shall be responsible for
paying, shall promptly discharge when due, and shall reimburse, indemnify and
hold harmless Buyer from, any sales or use, transfer, real property gains,
excise, stamp, or other similar Taxes arising from, imposed on or attributable
to the transactions contemplated by this Agreement, and any other Taxes which
are due or properly accrued with respect to all periods (or portions thereof)
prior to and including the Closing Date, and at the request of Buyer, Seller
shall provide Buyer with proof of such payment.
7.	Employee Matters

7.1	Transferred Employees.

(a)	Offer of Employment.  Subject to and
in accordance with the provisions of this Section 7, Buyer may offer employment
to any or all of the employees who are employed by Seller in the IZ Business as
of the date of this Agreement (the "Employees").  Seller agrees
that it will cooperate with Buyer to identify those employees of Seller who are
necessary for the conduct the IZ Business.  Prior to the Closing, Buyer, after
notice to Seller as to the timing and method of contact, shall have the right to
contact any or all of the Employees for the purposes of making offers of
employment with Buyer (or any Affiliate designated by Buyer) after the Closing
Date and receiving written acceptances of such employment (in each case
contingent on consummation of the transactions contemplated by this Agreement).
Upon Closing, Buyer (or any Affiliates designated by Buyer) shall hire those
Employees to whom it has made an offer in accordance with this Section 7.1 and
who accept such offer in the manner and within the time frame reasonably
established by Buyer. Each such Employee who is employed by Seller on the
Closing Date and who actually transfers to employment with Buyer (or any
Affiliate designated by Buyer) at or after the Closing Date as a result of an
offer of employment made by Buyer is hereafter referred to as a
"Transferred Employee."  Transferred Employees shall not
include any person on a disability leave of more than twenty-six (26) weeks.  On
a periodic basis following the date of this Agreement and prior to the Closing,
Buyer shall advise Seller of its intentions with respect to the employees it
desires to extend or has extended offers to and the general status of
discussions with such employees.  Buyer hereby notifies Seller of Buyer's intent
to offer employment to all Employees set forth on Schedule 7.1(a) on terms
and conditions substantially equivalent to, or greater than, such Employees'
current terms and conditions of employment.  Notwithstanding such periodic
disclosures made to Seller, Buyer shall not be obligated to hire any employee
unless an offer of employment is subsequently made to, and accepted by, such
employee; in addition, Buyer shall have no obligation to hire any employees of
Seller after the Closing Date.
(b)	Transition.  Seller hereby agrees that
it will not terminate the employment of any Employee prior to the Closing;
provided, however, that Seller will terminate the employment of Ronald Dan Berst
and Philip Bane immediately prior to the Closing.  The employment by Seller of
the Transferred Employees shall end at the close of business on the Closing Date
and the employment of the Transferred Employees by Buyer shall commence at
12:01 a.m. on the day after the Closing Date.  The terms of employment with
Buyer (or Buyer's Affiliates) shall be as mutually agreed to between each
Transferred Employee and Buyer (or Buyer's Affiliate, as the case may be),
subject to the provisions of this Section 7.1.  Between the date of this
Agreement and the Closing Date, Seller will provide each Transferred Employee
with the same level of compensation as that currently provided by Seller.  Buyer
shall have no obligation with respect to payments of salary, compensation,
wages, health or similar benefits, commissions, bonuses (deferred or otherwise),
severance (including any severance pay owed to Ronald Dan Berst and Philip
Howard Bane), stock or stock options or any other sums due to any Transferred
Employee that accrued as of or before the Closing Date.  Other than as listed on
Schedule 7.1(b), Seller will be fully responsible for all amounts payable
to any employee who is not a Transferred Employee, including (without
limitation) all termination payments, redundancy compensation, severance pay,
accrued vacation pay and other amounts payable in respect of the termination of
employment of any employee in connection with the sale of the Purchased Assets
to the Buyer.  In addition, Seller will be fully responsible for all amounts
owing to Transferred Employees prior to Closing.
(c)	Retention of Employees Prior to Closing.
Seller agrees to use reasonable efforts to retain the Employees as employees of
the IZ Business until the Closing Date, and to assist Buyer in securing the
employment after the Closing Date of those Employees to whom Buyer (or
designated by Buyer) makes or intends to make offers of employment under
subsection (a) above.  Seller shall not transfer any Employee to employment with
Seller outside of the IZ Business prior to the Closing or without the consent of
Buyer.  Seller shall notify Buyer promptly if, notwithstanding the foregoing,
any Employee terminates employment with Seller after the date of this Agreement
but prior to the Closing.  Buyer may request Seller to hire additional employees
for the IZ Business, in which case Seller will use commercial reasonable efforts
to identify and hire such employees.
7.2	Compensation and Benefits of Transferred Employees.
Coverage for Transferred Employees under Buyer's compensation and benefit plans
and other programs shall commence as of 12:01 a.m. on the day after the Closing
Date.  Buyer shall be free to establish its own employee benefit plans; Buyer
shall have no obligation to offer benefit plans of the same type or with terms
similar to or better than the terms of Seller's current employee benefit plans.
Buyer may, at its option, give each Transferred Employee credit for such
Transferred Employee's years of most recent continuous service with Seller for
purposes of determining participation and benefit levels under all of Buyer's
vacation policies and benefit plans and programs.
7.3	Other Employees of the IZ Business.  With respect to
each employee of the IZ Business as of the Closing Date who is not a Transferred
Employee (each a "Non-Transferred Employee"), Seller agrees to
either terminate such Non-Transferred Employee's employment with Seller,
effective prior to the Closing or offer such Non-Transferred Employee continued
employment with Seller other than in the IZ Business.  Seller further
acknowledges that the Non-Transferred Employees shall not be employees of Buyer
after the Closing.
7.4	No Right to Continued Employment or Benefits.  No
provision in this Agreement shall create any third party beneficiary or other
right in any Person (including any beneficiary or dependent thereof) for any
reason, including, without limitation, in respect of continued, resumed or new
employment with Seller or Buyer (or any Affiliate of Seller or Buyer) or in
respect of any benefits that may be provided, directly or indirectly, under any
plan or arrangement maintained by Seller, Buyer or any Affiliate of Seller or
Buyer.  Except as otherwise expressly provided in this Agreement, Buyer is under
no obligation to hire any employee of Seller, provide any employee with any
particular benefits, or make any payments or provide any benefits to those
employees of Seller whom Buyer chooses not to employ.
8.	Conditions to Buyer's Obligations


	The obligations of Buyer under this Agreement are subject to the
fulfillment, prior to or on the Closing Date, of each of the following
conditions, all or any of which may be waived by Buyer in writing, except as
otherwise provided by law:
8.1	Representations and Warranties True; Performance;
Certificate. 
(a)	The representations and warranties of Seller contained
in this Agreement shall be true and correct in all material respects as of the
Closing Date with the same effect as though such representations and warranties
had been made or given again at and as of the Closing Date;
(b)	Seller shall have performed and complied with all of
its agreements, covenants and conditions required by this Agreement to be
performed or complied with by them prior to or on the Closing Date;
(c)	The conditions set forth in this Section 8 have been
fulfilled or satisfied, unless otherwise waived in writing by Buyer; and
(d)	Buyer shall have received a certificate, dated as of
the Closing Date, signed and verified by an officer of Seller on behalf of
Seller certifying to the matters set forth in Sections 8.1(a) and 8.1(b)
above.
8.2	Consents.  All Governmental Authorizations, Required
Consents and consents required to transfer the Contracts to Buyer on the terms
and conditions provided to Seller, without change as a result of the transfer to
Buyer, shall have been obtained.
8.3	No Proceedings or Litigation.
(a)  No preliminary or permanent injunction or other order
shall have been issued by any Governmental Entity, nor shall any statute, rule,
regulation or executive order be promulgated or enacted by any Governmental
Entity which prevents the consummation of the transactions contemplated by this
Agreement.
(b)  No suit, action, claim, proceeding or investigation
before any Governmental Entity shall have been commenced and be pending against
any of the parties, or any of their respective Affiliates, associates, officers
or directors, seeking to prevent transactions contemplated by this Agreement,
including, without limitation, the sale of the Purchased Assets or asserting
that the sale of the Purchased Assets would be illegal or create liability for
damages or which may have a Material Adverse Effect on the IZ Business or the
Purchased Assets.
8.4	Documents.  This Agreement, the exhibits and schedules
attached hereto, and any other instruments of conveyance and transfer and all
other documents to be delivered by Seller at the Closing and all actions of
Seller required by this Agreement and the exhibit agreements, or incidental
thereto, and all related matters, shall be in form and substance reasonably
satisfactory to Buyer and Buyer's counsel and shall be in full force and
effect.
8.5	Governmental Filings.  The parties shall have made any
required filing with Governmental Entities in connection with this Agreement and
the exhibit agreements, and any approvals related thereto shall have been
obtained or any applicable waiting periods shall have expired.  If a proceeding
or review process by a Governmental Entity is pending in which a decision is
expected, Buyer shall not be required to consummate the transactions
contemplated by this Agreement until such decision is reached or rendered,
notwithstanding Buyer's legal ability to consummate the transactions
contemplated by this Agreement prior to such decision being reached or rendered.

8.6	No Material Adverse Change.  There shall have been no
material adverse change in the financial condition or results of operations of
the IZ Business on the Closing Date as compared with the date of this
Agreement.
8.7	Termination of Benefit Plans.  Seller shall have
provided Buyer with evidence, reasonably satisfactory to Buyer as to the
termination of all benefit plans and payments owing by Seller relating to all
Employees and the termination of all Non-Transferred Employees' benefit
plans.
8.8	Legal Opinion.  Buyer shall have
received a legal opinion from Maslon Edelman Borman & Brand, LLP, legal
counsel to Seller, dated the Closing Date, in a form satisfactory to Buyer.
8.9	Outside Financing.  Buyer shall have received equity
financing in an amount of no less than $1,000,000 in aggregate proceeds and on
terms satisfactory to Buyer prior to the Closing Date. 
8.10	Operations Manual.  Prior to the Closing Date, Buyer
shall have received and been assigned ownership of a written manual, produced by
PopMail at its own cost, detailing the operations of the IZ Publishing System
that is in form and substance satisfactory to Buyer.
8.11	Severance Due Transferred Employees. Seller shall have
agreed in writing to pay any Transferred Employee (including Ronald Dan Berst
and Philip Howard Bane) 50% of the severance due from Seller within ten (10)
business days of Closing and the remaining 50% within twenty (20) business days
of Closing.
9.	Conditions to Seller's Obligations


	The obligations of Seller under this Agreement are subject to the
fulfillment, prior to or on the Closing Date, of each of the following
conditions, all or any of which may be waived in writing by Seller, except as
otherwise provided by law:

9.1	Representations and Warranties True; Performance.
(a)	The representations and warranties of Buyer contained
in this Agreement shall be true and correct in all material respects as of the
Closing Date with the same effect as though such representations and warranties
had been made or given again at and as of the Closing Date;
(b)	Buyer shall have performed and complied with all of
its agreements, covenants and conditions required by this Agreement to be
performed or complied with by them prior to or on the Closing Date;
(c)	Seller shall have received a certificate, dated as of
the Closing Date, signed and verified by an officer of Buyer on behalf of Buyer
certifying to the matters set forth in Sections 9.1(a) and 9.1(b) above.
9.2	No Proceeding or Litigation.
(a)  No preliminary or permanent injunction or other order
shall have been issued by any Governmental Entity, nor shall any statute, rule,
regulation or executive order be promulgated or enacted by any Governmental
Entity which prevents the consummation of the transactions contemplated by this
Agreement.
(b)  No suit, action, claim, proceeding or investigation
before any Governmental Entity shall have been commenced and be pending against
any of the parties, or any of their respective Affiliates, associates, officers
or directors, seeking to prevent the sale of the Purchased Assets or asserting
that the sale of the Assets would be illegal or create liability for
damages.
9.3	Documents.  This Agreement, any other instruments of
conveyance and transfer and all other documents to be delivered by Buyer to
Seller at the Closing and all actions of Buyer required by this Agreement or
incidental thereto, and all related matters, shall be in form and substance
reasonably satisfactory to Seller and Seller's counsel.
9.4	Governmental Filings.  The parties shall have made any
filing required with Governmental Entities, and any approvals shall have been
obtained or any applicable waiting periods shall have expired.  If a proceeding
or review process by a Governmental Entity is pending in which a decision is
expected, Seller shall not be required to consummate the transactions
contemplated by this Agreement until such decision is reached or rendered,
notwithstanding Seller's legal ability to consummate the transactions
contemplated by this Agreement prior to such decision being reached or
rendered.
9.5	Fairness Opinion.   Seller shall have received an
opinion from its financial adviser, Duff & Phelps, stating that in the
opinion of such financial adviser, the terms of the Purchase are fair and
reasonable to the shareholders of Seller from a financial point of view.  Seller
shall bear all costs of obtaining such an opinion. 
9.6	Legal Opinion.  Seller shall have received a legal
opinion from Venture Law Group, A Professional Corporation, legal counsel to
Buyer, dated the Closing Date, in a form satisfactory to Seller.
10.	Indemnification.
10.1	Survival of Representations and Warranties.  All
covenants to be performed prior to the Closing Date, and all representations and
warranties in this Agreement or in any instrument delivered pursuant to this
Agreement shall survive the consummation of the transactions contemplated hereby
and continue until the two (2) year anniversary of the Closing Date (the
"Indemnification Termination Date"); provided that if
any claims for indemnification have been asserted with respect to any such
representations, warranties and covenants prior to the Indemnification
Termination Date, the representations, warranties and covenants on which any
such claims are based shall continue in effect until final resolution of any
claims, and provided, further, that representations, warranties
and covenants relating to Taxes shall survive until 30 days after expiration of
all applicable statutes of limitations relating to such  Taxes.  All covenants
to be performed after the Closing Date shall continue indefinitely.
Notwithstanding the foregoing, all representations, warranties and covenants in
this Agreement relating to Taxes shall continue until 30 days after expiration
of all applicable statutes of limitations. 
10.2	Indemnification of Buyer.  Subject to the limitations
set forth in this Section 10, from and after the Effective Time, Seller shall
protect, defend, indemnify and hold harmless Buyer and Buyer's Affiliates,
officers, directors, employees, representatives and agents (each of the
foregoing Persons is hereinafter referred to individually as a "Buyer
Indemnified Person" and collectively as "Buyer Indemnified
Persons") from and against any and all losses, costs, damages,
liabilities, fees (including without limitation reasonable attorneys' fees) and
expenses (collectively, the "Damages"), that any of the Buyer
Indemnified Persons incurs by reason of or in connection with any claim, demand,
action or cause of action alleging misrepresentation, breach of, or default in
connection with, any of the representations, warranties, covenants or agreements
of the Seller contained in this Agreement, including any exhibits or schedules
attached hereto, known to Buyer prior to the Indemnification Termination Date.
Damages in each case shall be net of the amount of any insurance proceeds and
indemnity and contribution actually recovered by Buyer.
10.3	Indemnification of Seller.  Subject to the limitations
set forth in this Section 10, from and after the Effective Time, Buyer shall
protect, defend, indemnify and hold harmless Seller and Seller's Affiliates,
officers, directors, employees, representatives and agents (each of the
foregoing Persons is hereinafter referred to individually as a "Seller
Indemnified Person" and collectively as "Seller Indemnified
Persons") from and against any and all Damages that any of the Seller
Indemnified Persons incurs by reason of or in connection with any claim, demand,
action or cause of action alleging misrepresentation or breach of any of the
representations or warranties of the Buyer contained in Section 5 of this
Agreement known to Seller prior to the Indemnification Termination Date.
Damages in each case shall be net of the amount of any insurance proceeds and
indemnity and contribution actually recovered by Seller.
10.4	Method of Asserting Claims.  All claims
for indemnification pursuant to this Section 10 shall be made in accordance with
the following provisions: 
Buyer or Seller, as applicable, shall deliver to Seller or
Buyer, respectively, at any time on or before the Indemnification Termination
Date, a certificate signed by any officer of Buyer or Seller, as applicable (an
"Officer's Certificate"):
(i)	stating that Buyer or Seller, as applicable, or any
other Buyer Indemnified Person or Seller Indemnified Person, respectively, has
paid or incurred Damages and
(ii)	specifying in reasonable detail the individual items
of Damages included in the amount so stated, the date each such item was paid or
incurred and the nature of the misrepresentation, breach of warranty or claim to
which such item is related.
Seller or Buyer, as applicable, shall have thirty (30) days to object in
writing to any claim or claims made in such Officer's Certificate pursuant to
Section 10.5 below.  After the expiration of such thirty-day period, if Seller
or Buyer, as applicable, has raised no objections, Seller or Buyer, as
applicable, shall deliver to Buyer or Seller, respectively, as promptly as
practicable, either cash or, in the case of Seller, written evidence of Seller's
partial forgiveness of the Note, in each case in an amount equal to such
Damages.
10.5	Resolution of Conflicts; Arbitration.

(i)	In case Seller or Buyer, as applicable, shall
object in writing to any claim or claims made in any Officer's Certificate,
Seller and Buyer shall attempt in good faith to agree upon the rights of the
respective parties with respect to each of such claims within 45 days after
Buyer's or Seller's receipt of the other party's written objection to the claim
pursuant to Section 10  (the "Negotiation Period").  If Seller
and Buyer should so agree during the Negotiation Period, a memorandum setting
forth such agreement shall be prepared and signed by both parties and funds
shall be distributed in accordance with the terms thereof.
(ii)	If no such agreement has been reached by the end of
the Negotiation Period, either Buyer or Seller may demand arbitration of the
matter unless the amount of the Damages is at issue in pending litigation with a
third party, in which event arbitration shall not be commenced until such amount
is ascertained by settlement or a non-appealable decision of a court of
competent jurisdiction or both parties agree to binding arbitration.  The
binding arbitration shall be conducted in King County, Washington if brought by
Seller and in Dallas County, Texas if brought by Buyer, in accordance with the
then-current Commercial Arbitration Rules of the American Arbitration
Association by one arbitrator appointed in accordance with said rules.  The
Arbitrator shall apply Washington law, without reference to rules of conflicts
of law or rules of statutory arbitration, to the resolution of any dispute. The
written decision of the arbitrator as to the validity and amount of any claim in
such Officer's Certificate shall be binding and conclusive upon the parties to
this Agreement, and notwithstanding anything in Section 10 hereof, the
parties shall be entitled to act in accordance with such decision and make or
withhold payments in accordance therewith.  The arbitrator shall award
reimbursement to the prevailing party in the arbitration of its reasonable
expenses of the arbitration (including costs and reasonable attorneys' fees).
The award of the arbitrator shall be the sole and exclusive monetary
remedy of the parties and shall be enforceable in any court of competent
jurisdiction.  Notwithstanding the foregoing, any party shall be entitled to
seek injunctive relief or other equitable remedies from any court of competent
jurisdiction.
10.6	Third Party Claims.  In the event either party becomes
aware of a third-party claim which such party believes may result in a demand
against the other party, such party shall notify the other party of such claim,
and the other party shall be entitled, at the other party's expense, to
participate in any defense of such claim; provided, however, that failure to so
notify the other party shall not relieve such other party from any liability it
has under this Agreement with respect to such third party claim.  Each party
shall have the right in its discretion to settle any such claim; provided,
however, that except with the written consent of the other party, no settlement
of any such claim with third-party claimants shall alone be determinative of the
validity of any claim against such other party.  In the event such other
party has consented in writing to any such settlement, such other party shall
have no power or authority to object under any provision hereof to the amount of
any claim by consistent with such settlement.
10.7	Exclusive Contractual Remedy.  Indemnification pursuant
to this Section 10 shall be the exclusive contractual remedy of Buyer and
Seller for any Damages; provided, however, that nothing herein shall limit the
liability of any officer or director of Seller for such person's fraud or
intentional misrepresentation.
11.	Miscellaneous.


11.1	Amendments and Waivers.  Any term
of this Agreement may be amended or waived with the written consent of the
parties or their respective successors and assigns.  Any amendment or waiver
effected in accordance with this Section 11.1 shall be binding upon the
parties and their respective successors and assigns.
11.2	Successors and Assigns.  The
terms and conditions of this Agreement shall inure to the benefit of and be
binding upon the respective successors and assigns of the parties.
Nothing in this Agreement, express or implied, is intended to confer upon any
party other than the parties hereto or their respective successors and assigns
any rights, remedies, obligations, or liabilities under or by reason of this
Agreement, except as expressly provided in this Agreement.
11.3	Governing Law; Jurisdiction.  This
Agreement and all acts and transactions pursuant hereto and the rights and
obligations of the parties hereto shall be governed, construed and interpreted
in accordance with the laws of the State of Washington, without giving effect to
principles of conflicts of law.  
11.4	Counterparts.  This Agreement may be
executed in two or more counterparts, each of which shall be deemed an original
and all of which together shall constitute one instrument.
11.5	Titles and Subtitles.  The titles and
subtitles used in this Agreement are used for convenience only and are not
to be considered in construing or interpreting this Agreement.
11.6	Notices.  Any notice required or
permitted by this Agreement shall be in writing and shall be deemed sufficient
upon receipt, when delivered personally or by courier, overnight delivery
service or confirmed facsimile, or forty-eight (48) hours after being deposited
in the regular mail as certified or registered mail (airmail if sent
internationally) with postage prepaid, if such notice is addressed to the party
to be notified at such party's address or facsimile number as set forth below,
or as subsequently modified by written notice, and (a) if to Buyer,  with a
copy to Craig E. Sherman, 4750 Carillon Point, Kirkland, Washington 98033 or
(b) if to Seller, with a copy to Philip J. Tilton, Maslon Edelman Borman
& Brand, LLP, 3300 Wells Fargo Center, Minneapolis, Minnesota 55402.
11.7	Berst Attorneys Fees.  PopMail agrees
to reimburse Ronald Dan Berst for reasonable legal fees and expenses as owed in
connection with the registration, drafting and execution of this Agreement, up
to a maximum of $10,000.
11.8	Severability.  If one or more
provisions of this Agreement are held to be unenforceable under applicable law,
the parties agree to renegotiate such provision in good faith, in order to
maintain the economic position enjoyed by each party as close as possible to
that under the provision rendered unenforceable.  In the event that the parties
cannot reach a mutually agreeable and enforceable replacement for such
provision, then (i) such provision shall be excluded from this Agreement,
(ii) the balance of the Agreement shall be interpreted as if such provision
were so excluded and (iii) the balance of the Agreement shall be
enforceable in accordance with its terms.
11.9	Entire Agreement.  This Agreement
and the documents referred to herein are the product of all of the parties
hereto, and constitute the entire agreement between such parties pertaining to
the subject matter hereof and thereof, and merge all prior negotiations and
drafts of the parties with regard to the transactions contemplated herein and
therein.  Any and all other written or oral agreements existing between the
parties hereto regarding such transactions are expressly canceled.
11.10	Advice of Legal Counsel.  Each party
acknowledges and represents that, in executing this Agreement, it has had the
opportunity to seek advice as to its legal rights from legal counsel and that
the person signing on its behalf has read and understood all of the terms and
provisions of this Agreement.  This Agreement shall not be construed against any
party by reason of the drafting or preparation thereof.



[Signature pages follow]
	This Agreement has been duly executed and delivered by the duly
authorized officers of Seller and Buyer as of the date first above written.














						JBII CORPORATION



						By:  	


						Name:  	


						Title:  	




						POPMAIL.COM, INC.



						By:  	


						Name:  	














						Title:  						















						IZ.com, Inc.



						By:  	


						Name:  	
































EX-10.56
28
exh1056.htm
EXHIBIT












Exhibit 10.56


LOAN AGREEMENT

	THIS LOAN AGREEMENT ("Agreement")
is made by and among GSI VENTURES, LLC, an Ohio limited liability company
("Lender"), POPMAIL.COM, INC., a Minnesota corporation
(the "Borrower"), SDK INVESTMENTS, INC., an Ohio
corporation ("SDKI"), POPMAIL NETWORKS, INC., a Texas
corporation ("PNI"), FAN ASYLUM, INC., a California corporation
("FAI") and CAFÉ ODYSSEY, LLC, a Minnesota limited liability
company ("COL") this 1st day of December, 2000.
RECITALS

	A.	Lender has agreed to loan Borrower up to the
principal amount of $1,200,000 and at Lender's option, in its sole and absolute
discretion, an additional principal amount of $2,800,000.

	B.	Borrower has agreed to borrow up to $1,200,000
from Lender and the additional $2,800,000 from Lender, to the extent that Lender
makes that amount available to Borrower.  

	C.	SDKI has acted as a finder in connection with the
loan to be made by Lender to Borrower and, as a result, Borrower has agreed to
pay SDKI a finder's fee consisting of cash and warrants to purchase Borrower's
common stock.  

	D.	PNI, FAI and COL are wholly owned subsidiaries of
Borrower and will materially benefit from the loan Borrower will receive from
Lender.

	E.	As a condition to Lender making a loan to Borrower,
Lender requires PNI, FAI and COL to execute this Agreement and be bound by
certain terms of this Agreement.

	IN CONSIDERATION of the premises, the mutual
covenants and agreements contained herein and other good and valuable
consideration, the receipt, sufficiency and adequacy of which are hereby
acknowledged, Lender, Borrower PNI, FAI, COL, and SDKI hereby covenant and agree
as follows:  
ARTICLE I
THE LOAN




Agreement to Borrow and Lend.  Subject
to all of the terms, provisions, conditions, covenants and agreements contained
in this Agreement, Lender agrees to make a loan to Borrower (the
"Loan") in the principal amount of at least Four Hundred
Thousand Dollars ($400,000) and for a period of 270 days from the date hereof,
at Lender's option and in its sole and absolute discretion, an additional
principal amount of Three Million Eight Hundred Thousand Dollars ($3,600,000)
(collectively, the "Loan Proceeds"), which shall be used in
accordance with the terms set forth herein.  Subject to all of the terms,
provisions, conditions, covenants and agreements contained in this Agreement,
Borrower agrees to borrow from Lender Loan Proceeds that Lender offers to
Borrower within 270 days from the date hereof.

Closing.  The Loan Proceeds shall be distributed
in increments as determined by the Lender, in its sole and absolute discretion
of at least $100,000, at one or more closings (each a
"Closing"), the first of which shall occur on November 30,
2000, or on such other date as the parties shall agree (the "Initial
Closing").   

Convertible Promissory Notes.  The Loan will be
evidenced by a series of convertible promissory notes (the
"Notes", or singularly a "Note") in the form
attached hereto as Exhibit A that will be executed by Borrower and
delivered to Lender.  

Interest.  The outstanding principal balance of
the Notes shall bear interest at a rate of Twelve Percent (12%) per annum as set
forth in the Notes. 

Payment Terms.  Accrued interest under the
Notes shall be due and payable in quarterly installments on February 1, 2001,
May 1, 2001, August 1, 2001 and November 1, 2001 and the entire outstanding
principal balance of the Loan, together with all accrued but unpaid interest
thereon, shall be due and payable in full on January 5, 2002 (the
"Maturity Date"). Notwithstanding anything to the contrary
contained herein, upon Lender's consent, which shall be made in its sole and
absolute discretion, Borrower may pay any portion of the quarterly installments
of accrued interest of the Loan with shares of Borrower's common stock, par
value $.01 per share (the "Common Stock").  The value of the
Common Stock used to pay any quarterly installments of accrued interest shall be
determined by the closing sale price of the Common Stock as reported by Nasdaq
on the preceding trading day before the quarterly installment is paid.

Conversion Right.  The Lender shall have the right
to convert all or any portion of the debt evidenced by the Notes into Borrower's
Common Stock in accordance with the terms of the Notes.


ARTICLE II

WARRANTS TO PURCHASE COMMON STOCK

	2.1.	Warrant to Purchase Common Stock to
Lender.  The Borrower hereby agrees to issue to Lender as a part of
the consideration for Lender making the Loan to Borrower, a warrant to purchase
the number of shares of Common Stock equal to fifty percent (50%) of the
aggregate face value of each Note and in the form attached hereto as Exhibit
B (the "Lender Warrant"). 




Warrant to Purchase Common Stock to SDKI.
As partial consideration for introducing the Borrower to the Lender, the
Borrower hereby agrees to issue to SDKI a warrant to purchase the number of
shares of Common Stock equal to ten percent (10%) of the aggregate face value of
each Note and in the form attached hereto as Exhibit C ("SDKI
Warrant" and together with the Lender Warrant, the
"Warrants").  

Share Calculation For Warrants; Strike Price;
Issuance.  For purposes only of determining the number of shares which shall
be granted upon exercise of the Warrants, the Common Stock shall be deemed to
have a value of $1.00 per share.  The strike price for each Lender Warrant shall
be 120% of the Market Price (as that term is defined in the Notes), and the
strike price for each SDKI Warrant shall be the Market Price.  The Borrower
shall issue each Warrant at the Initial Closing and each subsequent Closing.
The Warrants shall be exercisable for a period of at least five
years.


ARTICLE III
BORROWER'S REPRESENTATIONS AND WARRANTIES

	The Borrower hereby represents and warrants to
Lender that the following are true and correct as of the date hereof and shall
be true and correct as of the date of the Initial Closing and any subsequent
Closing and shall remain true and correct during the term of all of the Loan
Documents (as defined below):  

3.1	Borrower and each of its subsidiaries and affiliates
(a) is a duly organized and validly existing corporation in good standing under
the laws of the jurisdiction of its formation, (b) has the power and authority
and the legal right to own its property and assets and to transact the business
in which it is engaged and (c) is duly qualified as a foreign corporation  or
otherwise licensed and authorized to transact business and in good standing in
each jurisdiction where the ownership, leasing or operation of property or the
conduct of its business requires such qualification and where the failure to be
so qualified, licensed or authorized would have a material adverse effect on the
condition (financial or otherwise), prospects, assets or properties of Borrower,
any subsidiary or affiliate. All subsidiaries and affiliates of the Borrower are
listed on Item 3.1 of the Disclosure Schedule.  The term
"affiliate" shall have the meaning ascribed thereto under Rule 12b-2
promulgated under the Exchange Act of 1934, as amended.



3.2  The execution, delivery and performance of this Agreement, the Notes and
the Warrants and any and all other security agreements, pledge agreements,
financing statements, certificates or instruments contemplated herein
(collectively "Loan Documents") executed and delivered by the
Borrower or its affiliates have been authorized by all necessary corporate
actions and do not and will not contravene any legal or contractual restriction
binding on the Borrower or any of its property or its assets.

3.3  The Borrower and each of its subsidiaries and affiliates has the power
to take all actions contemplated hereby (including but not limited to the
issuance of the Warrants and Notes, the right of first refusal granted to Lender
to participate in any security issuances and the granting of the security
interests in the Collateral (as defined below)) to execute, deliver and carry
out the terms and provisions of each Loan Document to which it is a party and
has taken all necessary actions to authorize the execution, delivery and
performance by it of each Loan Document to which it is a party and all acts
contemplated hereby. The Loan Documents when executed and delivered by the
Borrower and its subsidiaries and affiliates will constitute the legal, valid
and binding obligation of the Borrower and its subsidiaries and affiliates (as
the case may be) and is, or will be upon execution, enforceable against the
Borrower and its subsidiaries and affiliates (as the case may be) in accordance
with their respective terms, except to the extent that enforcement may be
limited by applicable bankruptcy, insolvency, reorganization or other similar
laws affecting creditors rights generally.  

3.4  The execution, delivery or performance by the Borrower and its
subsidiaries and affiliates of each Loan Document, and compliance by the
Borrower and its subsidiaries and affiliates with the terms and provisions
hereof and thereof, (a) do not contravene any provision of any law, statute,
rule or regulation or any order, writ, injunction or decree of any court or
governmental instrumentality applicable to the Borrower, any subsidiary or
affiliate, (b) do not conflict with or result in any breach of any of the terms,
covenants, conditions or provisions of, or constitute a default under, or result
in the creation or imposition of (or the obligation to create or impose) any
lien (other than as contemplated by the Loan Documents) upon any of the property
or assets of the Borrower, any subsidiary or affiliate pursuant to the terms of
any material indenture, mortgage, deed of trust, credit agreement, loan
agreement or other agreement, contract or instrument to which the Borrower, any
subsidiary or affiliate is a party or by which the Borrower, any subsidiary or
affiliate or any of their respective properties or assets is bound or to which
the Borrower, any subsidiary or affiliate may be subject and (c) do no violate
any provision of the Certificate of Incorporation, Articles of Organization,
operating agreement, bylaws or regulations of the Borrower, any subsidiary and
affiliate. 

3.5  The authorization, issuance, sale and delivery of the shares of Common
Stock issuable upon conversion of the Notes and upon exercise of the Warrants
has been duly authorized by all requisite corporate action on the part of the
Borrower.  The shares of the Common Stock issuable upon conversion of the Notes
and upon exercise of the Warrants upon their issuance in accordance with the
Notes and the Warrants, respectively, will be validly issued, fully paid and
nonassessable.  Any shares of Common Stock issued in accordance with the terms
of the Notes for payment of quarterly installments of acquired interest will be
validly issued, fully paid and nonassessable.

3.6  Except as disclosed in Schedule 3.6, there are no actions, suits or
proceedings pending or, to the  knowledge of the Borrower, threatened against
Borrower, any subsidiary  or affiliate  (a) with respect to the Loan Documents,
any of the Collateral (as defined below) or the transactions contemplated hereby
or (b) that are, either individually or in the aggregate, reasonably likely to
have a material adverse effect on the condition (financial or otherwise),
prospects, assets or properties of Borrower, any subsidiary or affiliate.

3.7  All balance sheets, income statements, financial statements, operating
statements and other financial data pertaining to Borrower or its subsidiaries
or affiliates (the "Financial Information") that have been
delivered (or will be delivered) to Lender by or on behalf of Borrower are or
will be accurate and complete in all material respects, are or will be in
accordance with the books and records of Borrower and its subsidiaries and
affiliates, and accurately present or will present the financial condition,
results of operations and changes in financial position of the person or entity
to which they pertain as of their respective dates and there has been no
material change with respect thereto.  All Financial Information delivered to
Lender is and shall be prepared in accordance with the generally accepted
accounting principles, consistently applied.

3.8  None of the Borrower's reports and documents heretofore filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended, and the Securities Exchange Act of 1934, as amended, contained at the
time they were filed  any untrue statement of a material fact or omitted to
state any material fact required to be stated therein or necessary to make the
statements made therein, in light of the circumstances under which they were
made, not misleading.



3.9  The Borrower and its subsidiaries and affiliates own and
possess adequate and enforceable rights to use all patents, patent applications,
trademarks, trademark applications, trade names, service marks, logos,
copyrights, copyright applications, licenses, inventions, software, programs,
know-how (including trade secrets and other unpatented and/or unpatentable
proprietary or confidential information, systems or procedures) and other
similar rights and proprietary knowledge (collectively,
"Intangibles") necessary for the conduct of their respective
businesses.  Borrower and its subsidiaries and affiliates have the unrestricted
right to use all of the Intangibles.  Borrower and its subsidiaries and
affiliates are not infringing upon or in conflict with any right of any other
person or entity with respect to any Intangibles and the Borrower and its
subsidiaries and affiliates are not subject to any outstanding order, decree,
judgment or stipulation with respect to the Intangibles.  No proceedings have
been instituted or are pending or, to Borrower's knowledge, threatened which
challenge the validity or rights of Borrower or its subsidiaries and affiliates
to any of the Intangibles, and Borrower has no knowledge of any infringement by
others of any of the Intangibles.  All of the Intangibles are valid, enforceable
and free and clear of any attachments or liens and all claims, restrictions and
demands of any other person, firm or corporation, including attorneys' fees for
past services, expenses and government fees.  None of the past or present
employees, officers, directors, or shareholders of Borrower, any subsidiary or
affiliate has any rights in any Intangibles.  Borrower and its subsidiaries and
affiliates have not granted any outstanding license or other rights to any of
the Intangibles, except those licenses granted in the ordinary course of
business, and are not liable, and have not made any contract or arrangement
whereby they may become liable, to any person for any royalty or other
compensation for the use of any Intangibles.  The trade secrets and processes
and procedures of Borrower and its subsidiaries and affiliates which are
necessary to the operation of Borrower and its subsidiaries and affiliates have
been reduced to writing, to the extent practical, and will remain available for
use by Borrower and its subsidiaries and affiliates after the date of the
Initial Closing and any subsequent Closing. 

3.10	All factual information heretofore or
contemporaneously furnished by the Borrower, any subsidiary or affiliate to
Lender (including, without limitation, all information contained in this
Agreement) for purposes of this Agreement or any transaction contemplated hereby
or thereby is, and all other such factual information hereafter furnished by the
Borrower, any subsidiary or affiliate to Lender for purposes of this Agreement
or any transaction contemplated herein will be, true and accurate in all
material respects on the date as of which such information is given and the
Borrower in good faith believes such information is not incomplete by omitting
to state any fact necessary to make such information not misleading at such time
in light of the circumstances under which such information was provided.



	3.11  The Borrower, each subsidiary and affiliate has filed all tax
returns required to be filed by it and has paid all income and franchise taxes
payable by it which have become due pursuant to such tax returns and all other
taxes and assessments payable by it which have become due, other than those not
yet delinquent and except for those contested in good faith and by appropriate
proceedings. The amounts shown on those tax returns fairly present the tax
position of the Borrower and such subsidiaries and the Borrower does not expect
any material adjustments or any amounts shown on such tax returns. Each of the
Borrower and each subsidiary or affiliate has paid, or has provided adequate
reserves (in the good faith judgment of the management of the Borrower) for the
payment of, all foreign, federal and state income and franchise taxes applicable
for all prior fiscal years of the Borrower and for the current fiscal year to
the date hereof. As of the date hereof, no tax lien has been filed, and, to the
knowledge of the Borrower, no claim is being asserted, with respect to any tax,
fee or other charge.

	3.12  All employee benefit plans, as defined in Section 3(3) of ERISA
(defined below) and which are maintained for employees by the Borrower, a
subsidiary or an ERISA Affiliate (defined below) ("Plan"), comply with
all relevant provisions of the Internal Revenue Code of 1986 (the
"Code") and ERISA; no Plan is insolvent or in reorganization; no Plan
has an accumulated or waived funding deficiency or has applied for an extension
of any amortization period within the meaning of Section 412 of the Code;
neither the Borrower nor any subsidiary nor any ERISA Affiliate has incurred any
liability to or on account of a Plan which is a single-employer plan as defined
in Section 4001 (a) (15) of ERISA pursuant to Section 4062, 4063, 4064 or a
multi employer plan pursuant to Sections 515, 4201 or 4204, of ERISA; no
proceedings have been instituted to terminate any plan; and no condition exists
which constitutes a prohibited transaction (as defined in Section 406 of ERISA
or Section 4975 of the Code) or a reportable event (as defined in Section 4043
of ERISA), or which is reasonably expected will result in the Borrower, any
subsidiary or an ERISA Affiliate of incurring a liability to or on account of a
Plan pursuant to any of the foregoing Sections of ERISA or the Code.  As of the
date of this Agreement, the aggregate present value of all accrued benefit
liabilities (as defined in Section 4001(a)(6) of ERISA) of all Plans which were
single-employer plans did not exceed the aggregate current value of all assets
of such Plans based upon estimated actuarial data that has been provided to the
Borrower by the consulting actuaries of the Plans, and as of the date of this
Agreement, there was no withdrawal liability (and would be no withdrawal
liability assuming a complete withdrawal from all such Plans) to any Plan which
is a multi employer plan.



	"ERISA" means the Employee Retirement Income
Security Act of 1974, as amended, and any successor statute of similar import,
together with regulations thereunder, in each case as in effect from time to
time. References to sections of ERISA also refer to any successor sections.

	"ERISA Affiliate" means any person (as defined
in Section 3 (9) of ERISA) (including each trade or business (whether or not
incorporated)) which together with the Company or any Subsidiary would be deemed
to be a "single employer" or a member of the same "controlled
group" of "contributing sponsors" within the meaning of Section
4001 of ERISA

	3.13  The Borrower and its subsidiaries and affiliates
are in compliance with all applicable statutes, regulations and orders of, and
all applicable restrictions imposed by, all governmental bodies, domestic or
foreign, in respect of the conduct of their businesses and the ownership of
their properties, except such noncompliance as would not, in the aggregate,
reasonably be expected to have a material adverse effect on the condition
(financial or otherwise), prospects,  assets or properties of Borrower or any
subsidiary or affiliate.

3.14  The Borrower and its subsidiaries and affiliates have
never conducted business under any names other than those set forth in Item
3.14 of the Disclosure Schedule. The addresses of all offices where any of
the Collateral is located is listed in Item 3.14 of the Disclosure
Schedule.  The chief executive office and the chief place of business for the
Borrower, each of its subsidiaries, and affiliates and the office where each
thereof keeps its books and records, is located at the address specified in
Item 3.14 of the Disclosure Schedule.

	3.15    As of the date the last Financial Information was
received by Lender from Borrower, except to the extent disclosed, reflected or
reserved against therein or in Item 3.15 of the Disclosure Schedule,
Borrower did not have any material liabilities or obligations, known or unknown,
secured or unsecured, whether accrued, absolute, contingent or otherwise. 

	3.16  Since the date the last Financial Information was
received by Lender from Borrower, there has been no material adverse change in
or to the business of Borrower or its subsidiaries or affiliates, or to the
operations, earnings, prospects, liabilities or relationships with suppliers,
distributors or customers of Borrower or its subsidiaries or affiliates.  There
is no presently existing condition with respect to Borrower or its subsidiaries
or affiliates which might be expected to have a material adverse effect on the
business or prospects of Borrower or its subsidiaries or affiliates or the
continued conduct of the business of Borrower or its subsidiaries or Affiliates
after the date of the Initial Closing or any subsequent Closing. 

	3.17  No order, consent, approval, license, authorization
or validation of, or filing, recording or registration with, or exemption by, or
other act by (except as have been obtained or made), any governmental or public
body or authority, or any subdivision thereof, is required to authorize, or is
required in connection with, (a) the execution, delivery and performance by the
Borrower or its subsidiaries or affiliates of any Loan Document or (b) the
legality, validity, binding effect or enforceability against the Borrower or its
subsidiaries or affiliates of any Loan Document.



3.18  Borrower shall use the Loan Proceeds exclusively for commercial reasons
that are expressly approved by Lender in accordance with Section 4.2 below.

3.19    Borrower or its subsidiaries and affiliates (as the case may be) are
the legal and beneficial owner of the Collateral, and the Collateral is free and
clear of all mortgages, security interests, liens, equities, encumbrances and
claims of every kind (collectively, the "Encumbrances") except
for the Encumbrances set forth on Item 4.7 of the Disclosure Schedule and
the liens of the Lender as set forth in this Agreement.  The Collateral is and
will remain free and clear of all Encumbrances of any nature whatsoever, except
for those set forth on Item 4.7 of the Disclosure Schedule and the liens
of the Lender as set forth in this Agreement.






All of the subsidiaries and affiliates of Borrower are wholly owned by
Borrower.





3.21  The security interest and leasehold mortgage in favor of the Borrower
on the real and personal property located at Kenwood Mall, Cincinnati, Ohio, is
a first and best lien on such personal property and leasehold and Borrower has
not and will not allow any Encumbrances on such property to be superior to
Borrower's mortgage and security interest.


ARTICLE IV
ADDITIONAL COVENANTS AND OTHER AGREEMENTS

	4.1.	Finder's Fee. Borrower shall pay to
SDKI a cash fee of ten percent (10%) of all the Loan Proceeds disbursed to
Borrower, which amount shall be paid from the proceeds disbursed to
Borrower.




Disbursement Approval.  All disbursements of Loan
Proceeds shall be approved in writing in advance by Lender, in its sole and
absolute discretion.  Prior to any use by the Borrower of the Loan Proceeds, or
any portion thereof, Borrower shall have received Lender's prior written
approval of such use, with such approval being determined by Lender in its sole
and absolute discretion.  Notwithstanding the foregoing provisions of this
Section 4.2, Borrower shall not need any approval from Lender with respect to
its use of the first $50,000 of Loan Proceeds received by Borrower.

Registration Rights.  Within 60 days of the date
hereof, Borrower shall have used its best efforts to cause a registration
statement covering the resale of the shares of Common Stock issuable upon
conversion of the Notes, exercise of the purchase rights under the Notes, used
for payment of the accrued interest on the Notes and  exercise of the Warrants
to have been declared effective by the Securities and Exchange Commission.  All
expenses of such registration, except fees for underwriting discounts and
selling commissions applicable to the resale of such Common Stock by Lender or
the holder of the Warrants, shall be borne by Borrower.  Lender and SDKI (and
their respective assigns) each agree to cooperate with the Borrower in the
preparation and filing of any such registration statement and in the furnishing
of information for inclusion therein, or in any efforts by the Borrower to
establish that the proposed sale is exempt under the Securities Act of 1933, as
amended, as to any proposed distribution.



4.4	Right of First Refusal.  As long as their
exists any principal or interest outstanding under the Notes, the Borrower
grants to the Lender a right of first refusal to participate as an investor in
any offering of Borrower's Common Stock, securities convertible into Common
Stock or any other equity securities of the Borrower (collectively, the
"Securities"). If the Borrower receives an executed letter of
intent or term sheet from any third party with respect to a sale or transfer of
Securities that the Borrower is willing to accept, the Borrower shall promptly
give written notice thereof to the Lender, including all essential terms and
conditions of such proposed offering.  The Lender shall then have ten (10) days
after receipt of such written notice to elect to enter into an agreement with
the Borrower to participate in the proposed offering on the same terms and
conditions as set forth in the Borrower's written notice.  If the Lender
declines to exercise its right of first refusal upon written notice from the
Borrower or fails to notify the Borrower within a 10-day period of an election
to invoke its right of first refusal, the Borrower shall have a period of 30
days to enter into an agreement with such third party from whom it has received
an executed letter of intent for the sale or transfer of the Securities on the
exact terms and conditions that were provided to Borrower in the notice.  In the
event that Borrower does not effect a transfer or sale of the Securities within
the specified thirty-day period, the Lender's right of first refusal shall
continue to be applicable to any subsequent sale or transfer of the Securities
by the Borrower. 

4.5.	Approval of Equity and Debt Issuances.
Borrower and its subsidiaries and affiliates shall not issue any securities,
including options to purchase  securities, or take on any debt (other than the
debt reflected by the Notes and trade payables incurred in the ordinary course
of business), without Lender's prior written approval, which approval shall be
given in Lender's sole and absolute discretion. 

4.6 	Board Seats.  Upon Lender's request, the Board
of Directors of Borrower (the "Board") shall take all necessary
and appropriate action to create up to two (2) new director seats of the Board
and appoint such persons as designated by Lender.  Additionally, for each
$1,400,000 of principal amount of Notes purchased by Lender in excess of
$1,200,000, Lender may, at its election, designate one (1) additional member of
the Board and the Board shall take all necessary and appropriate action to
create such director seats and appoint such persons designated by Lender;
provided, however, that Lender's election to designate such new members must be
made, if at all, within 30 days of the closing of the purchase of such
additional principal amounts of Notes.

4.7 	Security Agreements.  In connection with the
Loan made pursuant to this Agreement, the Notes shall be secured by a first and
best lien in all of the assets of the Borrower and its subsidiaries and
affiliates, including the shares of capital stock and membership interest in
Popmail Network, Inc., Fan Asylum, Inc. and Café Odyssey, LLC
(collectively, the "Collateral"); except for the Collateral set forth
in Item 4.7 of the Disclosure Schedule, which Lender shall have a lien
and security interest in, which shall be subordinated only to those persons or
entities identified in Item 4.7 of the Disclosure Schedule.  Borrower and
its subsidiaries and affiliates shall execute and deliver security agreements,
financing statements, pledge agreements and all other instruments and agreements
required by Lender that provide for a grant by Borrower and its subsidiaries and
affiliates to Lender of a security interest in all of the Collateral.   Borrower
shall take all other steps  necessary to keep such security interest in Lender
perfected and shall take no action to subordinate Lender's security interest to
any other person or entity without Lender's prior written approval.

4.8 	Default Under Loan Document.  In the event
that a default shall exist under any of the Loan Documents, Lender shall be
authorized to proceed with any and all remedies available to Lender thereunder.
A default under any of the Loan Documents shall constitute a default under each
other Loan Document and shall entitle Lender to pursue any and all remedies
under each or any of the Loan Documents.




Reserving Common Stock For Issuance.  The Borrower
shall at all times while the Warrants or the Lender's conversion and purchase
rights as set forth in the Notes are outstanding, reserve and keep available out
of its authorized but unissued stock, such number of duly authorized Common
Stock as shall be sufficient to effect the conversion rights and purchase rights
under the Notes and Warrants in accordance with their respective
terms.	

Reclassification of Common Stock.  The Borrower
covenants and agrees that in the event its present Common Stock shall be
reclassified, split, combined or otherwise changed, or in case of any
consolidation or merger of the Borrower with or into another corporation as a
result of which holders of Common Stock become entitled to receive securities or
other assets (including cash) with respect to or in exchange for their Common
Stock (other than a merger with a subsidiary in which merger the Borrower is the
continuing corporation and which does not result in any reclassification,
capital reorganization or other change of outstanding shares of Common Stock) or
in case of any sale, lease or conveyance to another corporation of the property
of the Borrower as an entirety or substantially as an entirety, the Borrower
shall make proper provision as a part of the terms of such reclassification,
split, combination, change, consolidation, merger or sale, that the holder of
the Warrants and the Notes will thereafter be entitled to convert it into the
same kind and amount of securities (including in that term, stock of any class
or classes) and other assets as may be issuable or distributable by the terms of
such reclassification, split, combination, change, consolidation, merger or
sale.



	4.11  	Financial Statements. The Borrower
shall: (i) Within 45 days of the end of each quarter, furnish Lender with any
and all filings with the Securities and Exchange Commission including but not
limited to Form 10Q, and  a No Default Certificate in the form which in a form
acceptable to Lender; (ii) within 90 days of its fiscal year end, furnish
audited copies of the Borrower's balance sheet, income statement, and statement
of cash flows as well as a copy of Borrower's Form 10K; and (iii) within 30 days
of filing, the Borrower's consolidated federal income tax return.

	4.12	Taxes, Assessments and Liabilities. The
Borrower shall pay all taxes, assessments, and other liabilities when due,
except for those which are contested in good faith. File all required federal,
state and local tax returns on a timely basis.

	4.13	Notice.  The Borrower shall give the
Lender prompt notice of any: (i) default of this or any other agreement or
contract under which the Borrower or any of its subsidiaries or affiliates are
liable; (ii) environmental penalty, claim or dispute involving more than
$25,000.00; (iii) litigation, government proceeding or investigation filed or
threatened against Borrower or any of its subsidiaries or affiliates, Lender its
directors and officers involving more than $25,000.00; (iv) reportable event
under ERISA; or (v) material change in the business prospects or financial
condition of the Borrower or any of its subsidiaries or affiliates.

	4.14	Corporate Existence and Status.  Borrower
shall maintain its and its subsidiaries' and affiliates' corporate existence and
remain in good standing under the laws of each jurisdiction where the Borrower
and its subsidiaries or affiliates are duly qualified to conduct its
business.

	4.15	Protection of Intellectual Property.
Borrower and its subsidiaries and affiliates shall take all measures necessary
to defend and protect the Intangibles, and not commit or permit any action that
may impair the value of the Intangibles.

	4.16	Liens.   Borrower and its subsidiaries and
affiliates shall not create or permit to exist any Encumbrance with respect to
the Collateral, except for liens created in favor of the Lender hereunder.

	4.17	Compliance with Laws.  Borrower and its
subsidiaries and affiliates shall keep, observe, satisfy and not suffer
violations of any and all  laws, statutes, ordinances and/or regulations.
	

	4.18	Operate in the Ordinary Course.  Borrower
and its subsidiaries and affiliates shall continue to operate their respective
businesses in the ordinary and customary course, and not take any actions which
materially alter the nature or scope of their respective businesses as conducted
on the date of the Initial Closing.

	4.19	Further Assurances.  Borrower and its
subsidiaries and affiliates shall provide Lender with such additional
information or documentation as Lender may request from time to time.
	4.20	Lender's Attorney's Fees.  At each
closing, Borrower shall pay Lender's attorney's fees it has incurred related to
the Loan up to a maximum of $10,000.
ARTICLE V
DEFAULT AND REMEDIES

	5.1.	Events of Default.  The occurrence
of any one or more of the following events or the existence of one or more of
the following conditions shall, upon 30 days written notice to Borrower,
constitute an "Event of Default" under this Agreement provided
that the events set forth in Sections 5.1(a), 5.1(c), 5.1(f), 5.1(e), 5.1(g),
5.1(h), 5.1(k), 5.1(l) and 5.1(n) shall constitute an Event of Default
immediately upon their occurrence and Lender shall not be required to provide
the 30 days' written notice for any such events:  



		(a)	Borrower shall fail to pay when due any
installment of principal or interest due under the Notes, whether due on the
date provided for therein or by acceleration or otherwise, or Borrower shall
fail to pay when due any other amounts due under any of the Loan Documents;









Any material breach of a representation or warranty made
in writing to Lender by Borrower or its subsidiaries or affiliates made herein,
in any Loan Documents or in connection with the making of the Loan; 
The breach, default or violation by Borrower or its
subsidiaries or affiliates of any obligation, agreement or covenant contained in
Loan Documents or any other agreements, certificates or writings executed in
connection herewith by Borrower or its subsidiaries or affiliates; unless the
same is cued within any applicable grace period; 

any material provision of any of the Loan Documents shall
at any time for any reason cease to be in full force and effect or shall be
declared to be null and void; 

any litigation or proceeding is pending which may
materially adversely affect the ability of Borrower, its subsidiaries or
affiliates to perform its obligations under the Loan Documents; 

 the failure of the Borrower or its subsidiaries or
affiliates to comply with any other covenants or agreements contained in any of
the Loan Documents and not herein specifically referenced, unless the same is
cured within any applicable grace period; 

a material part of the operations of the Borrower or any
of its subsidiaries or affiliates shall cease for a period of thirty days;


the liquidation, termination or dissolution of Borrower
or any of its subsidiaries or affiliates;

the occurrence of an event of default (as defined
therein) in any of the Loan Documents other than this Agreement;

the occurrence of any of the following transactions
concerning the Borrower without the prior written consent of the Lender (which
shall be given in its sole and absolute discretion): (i) the acquisition of the
Borrower by another entity by means of any transaction or series of related
transactions (including, without limitation, the transfer of more than 50% of
the voting power of the Borrower, reorganization, merger, consolidation); or
(ii) a sale of all or substantially all of the assets of the Borrower; unless
the Borrower's shareholders of record as constituted immediately prior to such
acquisition or sale will, immediately after such acquisition or sale (by virtue
of securities issued as consideration for the Borrower's acquisition or
otherwise) hold at least 50% of the voting power of the surviving or acquiring
entity;

the issuance of any securities by Borrower's subsidiaries
and affiliates without the prior written consent of the Lender; 

the occurrence of any of the following transactions
concerning the Borrower's subsidiaries or affiliates without the prior written
consent of the Lender: (i) the acquisition (in whole or in part) of any
subsidiary or affiliate of the Borrower by another entity or person by means of
any transaction or series of related transactions (including, without
limitation, the stock purchase, stock issuance, reorganization, merger,
consolidation); or (ii) a sale of all or substantially all of the assets of the
Borrower; 
Borrower's Common Stock is de-listed from the Nasdaq
National or SmallCap Market Systems; or 
if Lender shall reasonably deem itself to be insecure.






	5.2.	Remedies.  Upon the
occurrence of any Event of Default hereunder as above provided, and at any time
thereafter, all principal, interest and other amounts payable under the Notes
shall, at the option of Lender, become immediately due and payable without
presentment, demand, protest or other notice of any kind, all of which are
expressly waived by Borrower.  Lender may proceed with every remedy available at
law or in equity or provided for in the Loan Documents or in any other document
executed in connection with the Loan, in such order or sequence as Lender may
determine in its sole discretion, including concurrently, independently, or
successively, and all expenses incurred by Lender in connection with any remedy
shall be deemed indebtedness of Borrower to Lender including, but not limited
to, reasonable attorneys' fees incurred by Lender.  
ARTICLE VI
GENERAL PROVISIONS

	6.1.	Amendments.  No provision or term
of the Loan Documents may be amended, modified, revoked, supplemented, waived or
otherwise changed except by a written instrument duly executed by the party from
whom enforcement is sought.  

	6.2.	Borrower Not Released.  Without
affecting any obligation of Borrower under this Agreement, Lender without notice
or demand may renew, extend or otherwise change the terms and conditions of the
Loan.  

	6.3.	Severability.  Whenever possible,
each provision of the Loan Documents shall be interpreted so as to be effective
and valid under Ohio law.  Should any provision, covenant or agreement contained
in the Loan Documents be deemed invalid, illegal or unenforceable in any
jurisdiction, the validity, legality and enforceability of the remaining
provisions of the Loan Documents shall not be impaired thereby, nor shall the
validity, legality or enforceability of any such defective provision be in any
way affected or impaired in any other jurisdiction.  

	6.4.	Successors and Assigns Bound;
Assignment.  The covenants and agreements contained herein shall bind the
parties hereto and each of their respective successors and assigns.  Borrower
may not assign this Agreement without the prior written consent of Lender.
Subject to the foregoing restriction, this Agreement shall inure to the benefit
of Lender and SDKI, their successors and assigns.  

	6.5.	No Third Party Benefits.  This
Agreement is made for the sole benefit of Borrower, Lender, PNI, FAO, COL, SDKI
and their respective successors and assigns, and no other person or persons
shall have any rights or remedies under or by reason of this Agreement.  

	6.6.	Headings.  The captions and
headings of the paragraphs in the Agreement are for convenience only and are not
used to interpret or define the provisions of the Agreement.  

	6.7.	Governing Law.  This Agreement and
the Loan Documents or any other documents executed in connection with the loan
shall be governed by and interpreted in accordance with the laws of the State of
Ohio, without regard to Ohio's conflict of laws principles.  

	6.8.	Conflict.  Should any provision of
any other Loan Documents conflict with any provision of this Agreement, the
provision selected by Lender, in its sole discretion, shall govern and shall be
controlling.  

6.9 	Jurisdiction.  Borrower, by its execution
hereof (i) hereby irrevocably submits to the exclusive jurisdiction of the State
of Ohio and to the exclusive jurisdiction of the United States District Court
for the Southern District of Ohio for the purpose of any suit, action or other
proceeding arising out of or based upon this Agreement, the Collateral or the
Loan Documents or the subject matter hereof or thereof brought by Lender, any
holder of the obligations of Borrower under the Loan Documents or their
respective successors or assigns, and (ii) agrees not to assert, by way of
motion, as a defense or otherwise, in any such proceeding, any claim that
Borrower is not subject personally to the jurisdiction of the above-named
courts, that Borrower's property is exempt or immune from attachment or
execution, that any such proceeding brought in one of the above-named courts is
brought in an inconvenient forum, that the venue of any such proceeding brought
in one of the above-named courts in improper, or that this Agreement, the
Collateral or any of the Loan Documents, or the subject matter hereof or
thereof, may not be enforced in or by such court.

6.10	Waiver of Jury.  LENDER AND BORROWER HEREBY
VOLUNTARILY, KNOWINGLY AND INTENTIONALLY WAIVE ANY AND ALL RIGHTS TO TRIAL BY
JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING UNDER THIS AGREEMENT OR
CONCERNING THE LOAN DOCUMENTS AND/OR ANY COLLATERAL CONTEMPLATED THEREBY,
REGARDLESS OF WHETHER SUCH ACTION OR PROCEEDING CONCERNS ANY CONTRACTUAL OR
TORTIOUS OR OTHER CLAIM.  BORROWER ACKNOWLEDGES THAT THIS WAIVER OF JURY TRIAL
IS A MATERIAL INDUCEMENT TO LENDER IN EXTENDING CREDIT, THAT LENDER WOULD NOT
HAVE EXTENDED SUCH CREDIT WITHOUT THIS JURY TRIAL WAIVER, AND THAT BORROWER HAS
BEEN REPRESENTED BY AN ATTORNEY OR HAS HAD AN OPPORTUNITY TO CONSULT WITH AN
ATTORNEY IN CONNECTION WITH THIS JURY TRIAL WAIVER AND UNDERSTANDS THE LEGAL
EFFECT OF THIS WAIVER.

	6.11	Obligations of Subsidiaries of Borrower.
PNI, FAI and COL all acknowledge and agree that each of them shall be bound by
Section 4.8 and all obligations, covenants, representations and warranties that
reference any subsidiary or affiliate of Borrower as if such obligations,
covenants, representations and warranties were fully made by them.  PNI, FAI and
COL further acknowledge and agree that each of them shall receive a material
benefit from the Loan received by Borrower from Lender because without it, PNI,
FAI and COL would no longer be able to continue their business as currently
operated.  The obligations of PNI, FAI and COL hereunder were a material
inducement to Lender to enter into this Agreement.

	6.12	Counterparts.  This Agreement may be
executed in one or more counterparts, each of which shall de deemed to be an
original but all of which together will constitute one and the same instrument.
This Agreement may be executed by facsimile signatures which shall have the same
force and effect as original signatures.

	6.13	Entire Agreement.  This Agreement and all
documents and agreements referred to in this Agreement supersede all prior
understandings, agreements and discussions between the parties concerning this
subject matter, with such prior understandings, agreements and discussions
between the parties being merged into this Agreement, and constitutes the entire
agreement between the parties with regard to this subject matter.

	6.14	Survival.  All of the obligations,
covenants, representations and warranties of Borrower and its subsidiaries and
affiliates shall survive the Initial Closing and any subsequent Closing.

ARTICLE VII

CONDITIONS TO SUBSEQUENT CLOSINGS

7.1	The obligation of Lender to complete any subsequent
Closing after the Initial Closing are subject to the satisfaction of each of the
following conditions:

		(i)	Receipt of certified resolutions of Borrower
and its subsidiaries and affiliates authorizing the Loan and the grant of the
security interest in the Collateral to Lender;

		(ii)	Execution of the Loan Documents by Borrower
and its subsidiaries and affiliates, including any Notes representing the
additional proceeds being disbursed in a subsequent Closing;

		(iii)	No Event of Default exists;

		(iv)	Confirmation from the applicable federal and
state filing offices of Lender's perfected security interest in the
Collateral;

		(v)	Receipt of evidence satisfactory to Lender and
its legal counsel, in their sole discretion, of Lender's first and best lien
position with respect to the Collateral with the exception of the Collateral set
forth in Item 4.7 of the Disclosure Schedule;



		(vi)	Receipt of  Borrower's certified resolutions authorizing the
issuance and reservation of shares of Common Stock upon the exercise of the
Warrants and the conversion rights set forth in the Notes in a form satisfactory
to Lender;

		(vii)	All representations and warranties set forth in the
Agreement or any Loan Document are true and correct as of the date of any
subsequent Closing;



		(viii)	Receipt of a No Default Certificate from
the Borrower and each subsidiary and affiliate of Borrower in a form acceptable
to Lender.

[Signature Page to Follow]


IN WITNESS WHEREOF, the parties hereto executed this Loan
Agreement as of the date first written above.

BORROWER:
POPMAIL.COM, INC., 

By:						

Its:___________________________


PMI:
POPMAIL NETWORK, INC.

By:						

Its:___________________________


LENDER:
GSI VENTURES, LLC,

By: SDK INVESTMENTS, INC., Manager
By:___________________________________
Stephen D. King
President

FAI:
FAN ASYLUM, INC.

By:						

Its:___________________________

SDKI:
SDK INVESTMENTS, INC., 

By:						

Stephen D. King
President

COL:
CAFE ODYSSEY, LLC

By:						

Its:___________________________




DISCLOSURE SCHEDULE

ITEM 3.1	SUBSIDIARIES AND AFFILIATES

ITEM 3.6	LITIGATION





ITEM 3.14 	NAMES OF BUSINESSES; ADDRESSES WHERE COLLATERAL LOCATED;
PRINCIPAL OFFICE ADDRESS OF BORROWER, SUBSIDIARIES AND AFFILIATES

ITEM 3.15	CONTINGENT LIABILITIES





ITEM 4.7	ENCUMBRANCES ON COLLATERAL



113679.5

SCHEDULE 3.1
Subsidiaries and Affiliates




Fan Asylum, Inc.
Popmail Network, Inc.
Café Odyssey, Inc.
Schedule 3.6
Litigation

The Company entered into a bridge loan transaction on or about October 6,
2000, in which it issued a promissory note in favor of Great Western Business
Services in the principal amount of $600,000.  The note was payable in 30 days
and was secured by certain computer equipment owned by the Company.
Additionally, the lender obtained a "contingent" security interest in
the Company's units of Cafe Odyssey, LLC, which vested upon an event of default
thereunder.  The Company has failed to repay the note and the lender has
recently given the Company notice of such default.  Additionally, the lender has
informed the Company that it intends to retrieve the collateral as soon as is
practicable.  The lender has not given any notice or otherwise communicated to
the Company its intentions with respect to its interest in the Cafe Odyssey
units.   Cafe Odyssey, LLC currently has no assets.

Schedule 3.14
Names of Businesses and Addresses





Fan Asylum, Inc.
1250 Folsom Street
San Francisco, CA  94103

Popmail Network, Inc.
1333 Corporate Drive, Suite 350
Irving, TX  75038

Café Odyssey, LLC






500 16th St. Suite 350
Denver, CO  80202



4. 	Cafe Odyssey	
	320 South Avenue
	Mall of America
	Bloomington, MN  55425


Schedule 3.15
Contingent Liabilities

The Kenwood Restaurant opened in December 1996 under the name
Hotel Discovery and was closed by the Company in August 1999. In November 1999,
the Company assigned the related lease (described below) in connection with the
pending sale of restaurant assets to a third party, who subsequently reopened
the restaurant under another name and continues to operate the same. The
property is approximately 17,000 square feet in size on three levels and is
located at the northeast corner of Sycamore Plaza at Kenwood Shopping Center in
Cincinnati, Ohio. Although the third party has paid all payments due under the
lease since November 1999, the Company remains primarily obligated under the
lease. 

The initial term of the lease is 15 years with an option for
two additional five-year periods. The lease provides for the payment of both a
monthly fixed minimum rent and a percentage rent based on gross sales in excess
of an escalating base amount. The monthly fixed minimum rent is $12,833 for the
first five years of the initial lease term, $14,117 for the sixth through tenth
years of the initial lease term, $15,400 for the eleventh through fifteenth
years of the initial lease term.

In addition to the fixed minimum rent, the lease provides for
the payment of a percentage rent equal to 4% of the gross sales from the
restaurant in excess of the following annual gross sales amounts; $3,850,000 for
the first five years of the initial lease term, $4,235,000 for the sixth through
tenth years of the initial lease term, $4,620,000 for the eleventh through
fifteenth years of the initial lease term. No percentage rent was paid in 1998
or 1999. In addition to the fixed minimum rent and percentage rent, the Company
is required to pay its proportionate share of common area maintenance costs;
taxes, insurance, maintenance and operating costs. 

Schedule 4.7
Encumbrances

See Schedule 3.6.



EX-10.57
29
exh1057.htm
EXHIBIT











Exhibit 10.57
AMENDMENT NO. 1 TO THE LOAN
AGREEMENT


	This Amendment No. 1 to that certain Loan Agreement by and among GSI
Ventures, LLC, an Ohio limited liability company ("Lender") PopMail.com,
inc., a Minnesota corporation (the "Borrower"), SDK Investments, Inc., an
Ohio corporation ("SDKI"), PopMail Network, Inc., a Texas corporation
("PNI"), Fan Asylum, Inc., a California corporation ("FAI"),
Café Odyssey, LLC, a Minnesota limited liability company ("COL")
dated December 1, 2000 is made among all parties to that Agreement as of
December 8, 2000.

	In consideration of the mutual covenants and agreements contained herein
and other good and valuable consideration, the receipt, sufficiency and adequacy
of which are hereby acknowledged, the parties hereby covenant and agree as
follows:



The parties do hereby agree to amend the Agreement as follows:



Recitals:  The recitals the Agreement are amended and
superceded in their entirety with the following:

	A.	Lender has agreed to loan Borrower up to the principal amount of
$400,000 and at Lender's option, in its sole and absolute discretion, an
additional principal amount of $3,600,000.

	B.	Borrower has agreed to borrow up to $400,000  from Lender and the
additional $3,600,000 from Lender, to the extent that Lender makes that amount
available to Borrower.  

	C.	SDKI has acted as a finder in connection with the loan to be made
by Lender to Borrower and, as a result, Borrower has agreed to pay SDKI a
finder's fee consisting of cash and warrants to purchase Borrower's common
stock.  

	D.	PNI, FAI and COL are wholly owned subsidiaries of Borrower and will
materially benefit from the loan Borrower will receive from Lender.

	E.	As a condition to Lender making a loan to Borrower, Lender requires
PNI, FAI and COL to execute this Agreement and be bound by certain terms of this
Agreement.

Event of Default:  A new Section 5.1(o) is added to the
Agreement and will read as follows:





the Borrower shall have materially breached its obligations to J.P. Carey
Securities, Inc. set forth in Section 2(a) of that certain Registration Rights
Agreement dated June 12, 2000 among PopMail.com, inc. and the Buyers set forth
in such agreement.




Capitalized Terms.  All capitalized terms not otherwise defined
herein shall have the same meaning as in the Agreement.


In Witness Whereof, the parties hereto have executed this Amendment No 1 to
the Loan Agreement as of the date first written above.
BORROWER:
POPMAIL.COM, INC., 

By:						

Its:___________________________

PMI:
POPMAIL NETWORK, INC.

By:						

Its:___________________________

LENDER:
GSI VENTURES, LLC,

By: SDK INVESTMENTS, INC., Manager
By:___________________________________
Stephen D. King
President

FAI:
FAN ASYLUM, INC.

By:						

Its:___________________________

SDKI:
SDK INVESTMENTS, INC., 

By:						

Stephen D. King
President

COL:
CAFE ODYSSEY, LLC

By:						

Its:___________________________


















EX-10.58
30
exh1058.htm
EXHIBIT













Exhibit 10.58



NEITHER THIS NOTE NOR THE SHARES OF COMMON STOCK ISSUABLE
UPON CONVERSION HEREUNDER HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION (TOGETHER, THE
"SECURITIES LAWS") AND MAY NOT BE OFFERED FOR SALE, SOLD OR
OTHERWISE  TRANSFERRED  OR  ENCUMBERED  IN  THE  ABSENCE  OF COMPLIANCE WITH
SUCH SECURITIES LAWS AND UNTIL THE COMPANY (AS DEFINED HEREIN) THEREOF SHALL
HAVE RECEIVED AN OPINION FROM COUNSEL REASONABLY ACCEPTABLE TO IT THAT THE
PROPOSED DISPOSITION WILL NOT VIOLATE ANY APPLICABLE SECURITIES LAWS.  

POPMAIL.COM, INC.

CONVERTIBLE PROMISSORY NOTE
WITH COGNOVIT PROVISION

	Irving, Texas
$70,000.00	February 8, 2001

	THIS CONVERTIBLE PROMISSORY NOTE (the
"Note") is one of a duly authorized issue of Convertible
Promissory Notes of PopMail.com., inc., a corporation duly organized and
existing under the laws of the State of Minnesota (the
"Company"), designated as its 12% Convertible Promissory Notes
Due January 5, 2002, in an aggregate principal amount not exceeding U.S.
$4,000,000 (the "Notes").

	FOR VALUE RECEIVED, the Company promises to pay to
GSI Ventures, LLC, an Ohio limited liability company
("Holder"), in lawful money of the United States of America,
the principal sum of  Seventy Thousand Dollars ($70,000.00), together with
interest in arrears on the unpaid principal balance at a rate equal to Twelve
Percent (12%) per annum, in the manner provided below.  Interest shall be
calculated on the basis of a 360-day year of twelve 30-day months and accrued on
a daily basis for the actual number of days elapsed from the date hereof on the
principal balance from time to time outstanding as hereinafter provided.

1.	Payments.

 	1.1	Principal and Interest. Accrued interest
under this Note shall be due and payable in quarterly installments on February
1, 2001, May 1, 2001, August 1, 2001 and November 1, 2001 and the entire
outstanding principal balance of the Note, together with all accrued but unpaid
interest thereon, shall be due and payable in full on January 5, 2002 (the
"Maturity Date"). Notwithstanding anything to the contrary
contained herein, upon Holder's consent, which shall be made in its sole and
absolute discretion, Company may pay any portion of the quarterly installments
of accrued interest payable hereunder with shares of Company's common stock, par
value $.01 per share (the "Common Stock").  The value of the
Common Stock used to pay any such quarterly installments of accrued interest
shall be determined by the closing sale price of the Common Stock as reported by
Nasdaq on the preceding trading day before the quarterly installment is
paid.

1.2	Manner of Payment.  Except as otherwise
provided herein, all payments of principal and interest on this Note shall be
made in immediately available funds.  If any payment of principal or interest on
this Note is due on a day which is not a Business Day, such payment shall be due
on the next succeeding Business Day, and such extension of time shall not be
taken into account in calculating the amount of interest payable under this
Note.  "Business Day" means any day other than a Saturday,
Sunday or legal holiday in the State of Ohio.

1.3	Prepayment.  The Company may, without premium
or penalty, at any time and from time to time, prepay all or any portion of the
outstanding principal balance due under this Note, provided that each such
prepayment is accompanied by the accrued interest on the amount of principal
prepaid calculated to the date of such prepayment.  The Company shall provide
Holder with not less than fifteen (15) days written notice prior to such
prepayment.  In the event a transaction described in Section 4.3 hereof is
contemplated prior to or contemporaneous with prepayment, said written notice
shall include the information specified in the notice made pursuant to Section
4.3 hereof.  
1.4	Default Interest.  Upon the occurrence of an
Event of Default (as defined below), this Note shall accrue interest at a
default rate of interest equal to the lesser of 18% per annum or the maximum
rate permitted under Ohio Law.

2.	Default.

	2.1	Event of Default.  The occurrence of any
one or more of the following events with respect to Company shall, upon 30 days'
written notice to the Company, constitute an event of default hereunder
("Event of Default") provided that, the events set forth in
Sections 2.1(a), 2.1(b), 2.1(c) and 2.1(d) shall constitute an Event of Default
immediately upon their occurrence and Lender shall not be required to provide
the 30 days written notice for any such event:

(a)	If Company shall fail to pay when due any payment of
principal or interest or other amount due on this Note.

(b)	If, pursuant to or within the meaning of the United
States Bankruptcy Code or any other federal or state law relating to insolvency
or relief of debtors (a "Bankruptcy Law"), the Company shall
(i) commence a voluntary case or proceeding; (ii) consent to the entry of an
order for relief against it in an involuntary case; (iii) consent to the
appointment of a trustee, receiver, assignee, liquidator or similar official;
(iv) make an assignment for the benefit of its creditors; or (v) admit in
writing its inability to pay its debts as they become due.







If a court of competent jurisdiction enters an order or
decree under any Bankruptcy Law that (i) is for relief against the Company in an
involuntary case, (ii) appoints a trustee, receiver, assignee, liquidator or
similar official for the Company or substantially all of the Company=s
properties, or (iii) orders the liquidation of the Company, and in each case the
order or decree is not dismissed within  30 days.





	(d)  	If an event of default occurs as defined in that
certain Loan Agreement executed on or about December 1, 2000 by and between the
Company, Holder, the Company's subsidiaries and SDK Investments, Inc., and as
amended on December 8, 2000 (the "Loan Agreement") or an event
of default occurs as defined in any of the Loan Documents, regardless of whether
or not such event of default is caused by Company or any of its subsidiaries or
affiliates who are a party to the Loan Agreement or the Loan Documents.

	(e) 	A breach of any obligation or covenant of Company
set forth in this Note.







Any representation or warranty made in writing to
Holder by Company made in this Note or in connection with the making of the Loan
shall prove at any time to have been incorrect or materially misleading when
made.








Notice by the Company. The Company shall notify
Holder in writing within five days after the occurrence of any Event of Default
of which the Company acquires knowledge.

Remedies.  Upon the occurrence of any Event
of Default hereunder as above provided, and at any time thereafter, all
principal, interest and other amounts payable under this Note shall, at the
option of Holder, become immediately due and payable without presentment,
demand, protest or other notice of any kind, all of which are expressly waived
by Company.  Holder may proceed with every remedy available at law or in equity
or provided for in the Loan Documents or in any other document executed in
connection with the Loan, in such order or sequence as Holder may determine in
its sole discretion, including concurrently, independently, or successively, and
all expenses incurred by Holder in connection with any remedy shall be deemed
indebtedness of Company to Holder including, but not limited to, reasonable
attorneys' fees incurred by Holder.



3.	Conversion.




Holder Conversion.  









The Holder shall have the right, at the Holder's option,
at any time prior to payment in full of the principal balance of this Note, to
convert this Note, in accordance with the provisions of Section 3.2 hereof, in
whole or in part, into fully paid and nonassessable shares of Common Stock (the
"Common Stock") of the Company.  The number of shares of Common
Stock into which this Note may be converted ("Conversion
Shares") shall be determined by dividing: [A] the sum of (i) the
outstanding principal amount of the Note to be converted, (ii) all accrued
interest thereon to the date of conversion, and (iii) all other indebtedness
Company owes Holder under this Note, by [B] the amount equal to 140% of the
"Market Price" of the Common Stock (the "Conversion
Price"). 





 		(b) 	Notwithstanding Section 3.1(a), in the event
that Company has paid any amount it owes to Holder pursuant to this Note
("Partial Payment"), then from the date of the Partial Payment
for a period of 90 days, Holder shall have the right to purchase at a strike
price equal to the Conversion Price (the "Purchase Price") a
certain number of shares of the Common Stock (the "Purchase
Right").  The number of shares of Common Stock that Holder may purchase
shall be determined by dividing the Partial Payment by the Conversion Price.
For purposes of this Note, any shares of Common Stock that Holder purchases
pursuant to its Purchase Right shall be considered Conversion Shares.  The
Purchase Right may be exercised by Holder, in whole or in part, by written
notice to the Company, together with payment by Holder to the Company of the
Purchase Price in immediately available funds.

3.2	Conversion Procedure.

(a)	Notice of Conversion and Purchase Right
Pursuant to Section 3.1.  Before the Holder shall be entitled to convert
this Note into shares of Common Stock, it shall surrender this Note at the
office of the Company and shall give written notice  in the form attached hereto
as Exhibit A (the "Holder Conversion Notice") to the
Company at its principal corporate office, of the election to convert all or a
portion of this Note pursuant to Section 3.1(a).  If this Note is converted in
part only, the Company shall execute and deliver a new note to the Holder
thereof in the principal amount equal to the portion of this Note not so
converted.  Before the Holder may exercise its Purchase Right, it shall give
written notice to the Company at its principal corporate office, of its exercise
of its Purchase Right pursuant to Section 3.1(b) prior to the expiration of the
90-day period the Purchase Right is available.







Mechanics and Effect of Conversion.  No
fractional shares of Common Stock shall be issued upon conversion of this Note
or exercise of the Purchase Right.  Upon the conversion of this Note pursuant to
Section 3.1(a) above, the Holder shall surrender this Note, duly endorsed, at
the principal office of the Company.  At its expense, the Company shall, as soon
as practicable after receiving the Holder Conversion Notice or notice of
Holder's exercise of its Purchase Right, issue and deliver to such Holder at
such principal office a certificate or certificates for the number of shares of
Common Stock to which the Holder shall be entitled upon such conversion or
purchase (bearing such legends as are required by the Loan Agreement or
applicable state and federal securities laws in the opinion of counsel to the
Company), together with a new note for the principal amount of the Note that was
not converted, if any.  Upon conversion of all or a portion of this Note, the
Company shall be forever released from all its obligations and liabilities under
this Note, to the extent of the principal amount so converted.





3.3	Limitations on Conversion.  Unless the Company
shall have obtained the approval of its voting shareholders to such issuance in
accordance with the rules of Nasdaq or any other stock market rules with which
the Company shall be required to comply, but only to the extent required
thereby, the Company shall not issue shares of its Common Stock (i) upon
conversion of any of the principal sum outstanding hereunder, or (ii) as
interest on the principal sum due hereunder, if such issuance of Common Stock,
when added to the number of shares of Common Stock previously issued by the
Company (x) upon conversion of the principal sum due under the Notes and (y) in
payment of interest due under the Notes, would equal or exceed 20 percent of the
number of shares of the Company's Common Stock that were issued and outstanding
on the date hereof (the "Maximum Issuance Amount").  In the
event that a properly executed Holder Conversion Notice is received by the
Company which would require the Company to issue shares of Common Stock equal to
or in excess of the Maximum Issuance Amount, the Company shall honor such
conversion request by (a) converting the amount of the principal and interest
stated in such conversion notice that is not in excess of the Maximum Issuance
Amount and (b) paying the remaining principal and interest due requested by
Holder to be converted; provided that, Company shall first use its best efforts
to obtain as soon as practicable after obtaining a Holder Conversion Notice the
approval of its voting shareholders to issue Conversion Shares in excess of the
Maximum Issuance Amount.




Limitations on Issuance of Common Stock.
Notwithstanding anything herein to the contrary, in no event shall the Holder be
permitted to receive Conversion Shares upon exercising its conversion rights or
Common Stock as payment for accrued interest on this Note (collectively referred
to as "Conversion Rights") to the extent that (x) the number of shares
of Common Stock beneficially owned by the Holder (other than shares of Common
Stock issuable upon exercise of Holder's Conversion Rights) plus (y) the number
of shares of Common Stock issuable upon exercise of the Holder's Conversion
Rights, would be equal to or exceed 4.9% of the number of shares of Common Stock
then issued and outstanding, including shares issuable upon exercise of the
Holder's Conversion Rights after application of this Section 3.4.  As used
herein, beneficial ownership shall be determined in accordance with Section
13(d) of the Securities Exchange Act of 1934 (the "Exchange Act").  To
the extent that the limitation contained in this Section 3.4 applies, the
determination of whether Holder may exercise its Conversion Rights (in relation
to other securities owned by the Holder) and of which a portion of the
Conversion Rights are exercisable shall be in the sole discretion of the Holder,
and the submission of a Holder Conversion Notice (or written notice in the case
of payment of accrued interest in shares of Common Stock) shall be deemed to be
the Holder's determination of whether the Conversion Rights are exercisable (in
relation to other securities owned by the Holder) and of which portion of the
Conversion Rights are exercisable, in each case subject to such aggregate
percentage limitation, and the Company shall have no obligation to verify or
confirm the accuracy of such determination.  Nothing contained herein shall be
deemed to restrict the right of the Holder to exercise its Conversion Rights at
such time as such exercise will not violate the provisions of this Section 3.4.
The provisions of this Section 3.4 may be waived by the Holder upon, at the
election of the Holder, 61 days' prior notice to the Company, and the provisions
of this Section 3.4 shall continue to apply until such 61st day (or
such later date as may be specified in such notice of waiver).  No exercise of
the Conversion Rights in violation of this Section 3.4 but otherwise in
accordance with this Note shall affect the status of the Common Stock issued
upon such exercise as validly issued, fully-paid and
nonassessable.



4.	Anti-Dilution Adjustments.

4.1	Adjustments for Stock Splits and Subdivisions.
In the event the Company should at any time or from time to time after the date
of issuance hereof fix a record date for the effectuation of a split or
subdivision of the outstanding shares of Common Stock or the determination of
holders of Common Stock entitled to receive a dividend or other distribution
payable in additional shares of Common Stock or other securities or rights
convertible into, or entitling the holder thereof to receive directly or
indirectly, additional shares of Common Stock (hereinafter referred to as
"Common Stock Equivalents") without payment of any consideration by
such holder for the additional shares of Common Stock or the Common Stock
Equivalents (including the additional shares of Common Stock issuable upon
conversion or exercise thereof), then, as of such record date (or the date of
such dividend distribution, split or subdivision if no record date is fixed),
the Conversion Price of this Note shall be appropriately decreased so that the
number of shares of Common Stock issuable upon conversion of this Note shall be
increased in proportion to such increase of outstanding shares.

4.2	Adjustments for Reverse Stock Splits. 
If the number of shares of Common Stock outstanding at any time after the date
hereof is decreased by a combination of the outstanding shares of Common Stock
through a reverse stock split, then, following the record date of such
combination, the Conversion Price for this Note shall be appropriately increased
so that the number of shares of Common Stock issuable on conversion of this Note
shall be decreased in proportion to such decrease in outstanding shares.

4.3	Adjust for Reorganization, Reclassification, Merger
and Sale.  If any capital reorganization or reclassification of the capital
stock of the Company, or consolidation or merger of the Company with another
corporation, or the sale of all or substantially all of its assets to another
corporation shall be effected in such a way that holders of the Company's Common
Stock shall be entitled to receive stock, securities or assets with respect to
or in exchange for such common shares, then, as a condition of such
reorganization, reclassification, consolidation, merger or sale, the Holder
shall have the right to convert and receive upon the basis and upon the terms
and conditions specified in this Note and in lieu of the shares of the Common
Stock of the Company immediately theretofore convertible and receivable upon the
exercise of the rights represented hereby, such shares of stock, other
securities or assets as would have been issued or delivered to the Holder as if
it had exercised this Note and had received such shares of common stock prior to
such reorganization, reclassification, consolidation, merger or sale.  The
Company shall not effect any such consolidation, merger or sale, unless prior to
the consummation thereof the successor corporation (if other than the Company)
resulting from such consolidation or merger or the corporation purchasing such
assets shall assume by written instrument executed and mailed to the registered
Holder of this Note at the last address of such Holder appearing on the books of
the Company, the obligation to deliver to such Holder such shares of stock,
securities or assets as, in accordance with the foregoing provisions, such
Holder may be entitled to convert.

4.4	Other Adjustment.  If the Company takes
any other action, or if any other event occurs which does not come within the
scope of the provisions of Sections 4.1 through 4.3, but which should result in
an adjustment in the Conversion Price and/or the number of shares subject to
this Note in order to fairly protect the purchase rights of the Holder, an
appropriate adjustment in such purchase rights shall be made by the Company.

4.5	Reservation of Stock Issuable Upon Conversion.
The Company shall at all times reserve and keep available out of its authorized
but unissued shares of Common Stock solely for the purpose of effecting the
issuance of the Conversion Shares such number of its shares of Common Stock as
shall from time to time be sufficient to issue the Conversion Shares; and if at
any time the number of authorized but unissued shares of Common Stock shall not
be sufficient to effect the issuance of the Conversion Shares,  in addition to
such other remedies as shall be available to the holder of this Note, the
Company will use its best efforts to take such corporate action as may, in the
opinion of Holder's counsel, be necessary to increase its authorized but
unissued shares to such number of shares as shall be sufficient for such
purposes.

5.	Miscellaneous.

5.1	Waiver.  The rights and remedies of Holder
under this Note shall be cumulative and not alternative.  No waiver by Holder of
any right or remedy under this Note shall be effective unless in a writing
signed by Holder.  Neither the failure nor any delay in exercising any right,
power or privilege under this Note will operate as a waiver of such right, power
or privilege and no single or partial exercise of any such right, power or
privilege by Holder will preclude any other or further exercise of such right,
power or privilege or the exercise of any other right, power or privilege.  To
the maximum extent permitted by nonwaivable applicable law, (a) no claim or
right of Holder arising out of this Note can be discharged by Holder, in whole
or in part by a waiver or renunciation of the claim or right unless in a
writing, signed by Holder; (b) no waiver that may be given by Holder will be
applicable except in the specific instance for which it is given; and (c) no
notice to or demand on the Company will be deemed to be a waiver of any
obligation of the Company or of the right of Holder to take further action
without notice or demand as provided in this Note.  The Company hereby waives
presentment, demand, protest and notice of dishonor and protest.

5.2	Notices.  The Company shall give any notice
required or permitted to be given hereunder to the Holder or the Holder to the
Company in accordance with the Loan Agreement. 

5.3	Severability.  If any court of competent
jurisdiction holds any provision in this Note invalid or unenforceable, the
other provisions of this Note will remain in full force and effect. Any
provision of this Note held invalid or unenforceable only in part or degree will
remain in full force and effect to the extent not held invalid or
unenforceable.

5.4	Governing Law.  This Note will be governed by
the laws of the State of Ohio without regard to conflicts of laws
principles.

5.5	Parties in Interest; Assignment.  This Note
shall bind the Company and its successors and assigns.  Subject to the
provisions of the legend on this Note, the Holder may assign this Note upon
providing Company notice of such assignment.




Section Headings, Construction.  The headings of
Sections in this Note are provided for convenience only and will not affect its
construction or interpretation.  All references to "Section" or
"Sections" refer to the corresponding Section or Sections of this Note
unless otherwise specified.



5.7  	Capitalized Terms.  All capitalized terms
used in this Note and not defined herein shall have the same meaning as in the
Loan Agreement.  
	5.8	Gender.  All words used in this Note will
be construed to be of such gender or number, as the circumstances require.
Unless otherwise expressly provided, the words "hereof" and
"hereunder" and similar references refer to this Note in its entirety
and not to any specific section or subsection hereof.

	5.9 	 JURY WAIVER.  THE UNDERSIGNED AND HOLDER
(BY ITS ACCEPTANCE HEREOF) HEREBY VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND
UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY
DISPUTE (WHETHER BASED UPON CONTRACT TORT OR OTHERWISE) BETWEEN OR AMONG THE
UNDERSIGNED AND HOLDER ARISING OUT OF OR IN ANY WAY RELATED TO THIS DOCUMENT,
ANY OTHER RELATED DOCUMENT, OR ANY RELATIONSHIP BETWEEN HOLDER AND THE
UNDERSIGNED.  THIS PROVISION IS A MATERIAL INDUCEMENT TO HOLDER TO PROVIDE THE
FINANCING DESCRIBED HEREIN OR IN THE OTHER LOAN DOCUMENTS.

5.10	Jurisdiction.  Company, by its execution
hereof (i) hereby irrevocably submits to the exclusive jurisdiction of the State
of Ohio and to the exclusive jurisdiction of the United States District Court
for the Southern District of Ohio for the purpose of any suit, action or other
proceeding arising out of or based upon this Note, the Loan Agreement or any
Loan Document or the subject matter hereof or thereof brought by Holder or its
successors or assigns, and (ii) agrees not to assert, by way of motion, as a
defense or otherwise, in any such proceeding, any claim that Company is not
subject personally to the jurisdiction of the above-named courts, that Company's
property is exempt or immune from attachment or execution, that any such
proceeding brought in one of the above-named courts is brought in an
inconvenient forum, that the venue of any such proceeding brought in one of the
above-named courts in improper, or that this Note, the Loan Agreement or any
Loan Document, or the subject matter hereof or thereof, may not be enforced in
or by such court.

CONFESSION OF JUDGMENT.  UPON AN EVENT OF DEFAULT,
COMPANY HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY-AT-LAW TO APPEAR
IN ANY COURT OF RECORD AND TO CONFESS JUDGMENT AGAINST COMPANY FOR THE UNPAID
AMOUNT OF THIS NOTE, PLUS ATTORNEYS' FEES AS PROVIDED IN THIS NOTE, PLUS COSTS
OF SUIT, AND TO RELEASE ALL ERRORS, AND WAIVE ALL RIGHTS OF APPEAL.   IF A COPY
OF THE NOTE, VERIFIED BY AN AFFIDAVIT, SHALL HAVE BEEN FILED IN THE PROCEEDING,
IT WILL NOT BE NECESSARY TO FILE THE ORIGINAL AS A WARRANT OF ATTORNEY.  COMPANY
WAIVES THE RIGHT TO ANY STAY OF EXECUTION AND THE BENEFIT OF ALL EXEMPTION LAWS
NOW OR HEREAFTER IN EFFECT. NO SINGLE EXERCISE OF THE FOREGOING WARRANT AND
POWER TO CONFESS JUDGMENT WILL BE DEEMED TO EXHAUST THE POWER, WHETHER OR NOT
ANY SUCH EXERCISE SHALL BE HELD BY ANY COURT TO BE INVALID, VOIDABLE, OR VOID;
BUT THE POWER WILL CONTINUE UNDIMINISHED AND MAY BE EXERCISED FROM TIME TO TIME
AS HOLDER MAY ELECT UNTIL ALL AMOUNTS OWING ON THIS NOTE HAVE BEEN PAID IN
FULL.

WARNING - BY SIGNING THIS PAPER YOU GIVE UP YOUR
RIGHT TO NOTICE AND COURT TRIAL.  IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY
BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN
BE USED TO COLLECT FROM REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE
CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY
WITH THE AGREEMENT, OR ANY OTHER CAUSE.


IN WITNESS WHEREOF, the Company has executed and
delivered this Note as of the date first stated above.

POPMAIL.COM, INC.


By:______________________________
Title:   Chief Executive Officer  


Acknowledged and agreed to this 
____ day of February, 2001.

GSI Ventures, LLC

By:					

     Its:					


Execution Version
	EXHIBIT A



NOTICE OF CONVERSION
AT THE ELECTION OF THE HOLDER

(To Be Signed Only Upon Conversion of Note)


TO POPMAIL.COM, INC.

The undersigned, the holder of the foregoing Note, hereby
surrenders such Note for conversion into shares of Common Stock of POPMAIL.COM,
INC., to the extent of $_____ of the unpaid principal amount of such Note, and
requests that the certificates for such shares be issued  in  the  name  of,
and  delivered  to,  ______________  whose  address  is
________________________________.  


Dated: __________________________________



_________________________________














 (Signature must conform in all respects to 













name of holder as specified on the face of 
the Note)



_________________________________
(Address)



















EX-10.59
31
exh1059.htm
EXHIBIT











Exhibit 10.59


Schedule of Convertible Promissory Notes
Issued in Connection with Convertible Secured Debt
Financing



Date of	Name of				Date of
Note	Holder		Amount		Repayment


12/01/00	GSI Ventures, LLC	400,000		January 5, 2002

12/08/00	GSI Ventures, LLC	100,000		January 5, 2002

12/13/00	GSI Ventures, LLC	100,000		January 5, 2002

12/15/00	GSI Ventures, LLC	100,000		January 5, 2002

02/08/01	GSI Ventures, LLC	  70,000		January 5, 2002




















EX-10.60
32
exh1060.htm
EXHIBIT












Exhibit 10.60

LOAN AGREEMENT

	THIS LOAN AGREEMENT ("Agreement")
is made by and among THE SHAAR FUND LTD. ("Lender"),
POPMAIL.COM, INC., a Minnesota corporation (the
"Borrower"), SDK INVESTMENTS, INC., an Ohio corporation
("SDKI"), POPMAIL NETWORKS, INC., a Texas corporation
("PNI"), FAN ASYLUM, INC., a California corporation ("FAI")
and CAFÉ ODYSSEY, LLC, a Minnesota limited liability company
("COL") this 21st day of December, 2000.
RECITALS

	A.	Lender has agreed to loan Borrower up to the
principal amount of $200,000.

	B.	Borrower has agreed to borrow up to $200,000  from
Lender.  

	C.	SDKI has acted as a finder in connection with the
loan to be made by Lender to Borrower and, as a result, Borrower has agreed to
pay SDKI a finder's fee consisting of cash and a warrant to purchase Borrower's
common stock.  

	D.	PNI, FAI and COL are wholly owned subsidiaries of
Borrower and will materially benefit from the loan Borrower will receive from
Lender.

	E.	As a condition to Lender making a loan to Borrower,
Lender requires PNI, FAI and COL to execute this Agreement and be bound by
certain terms of this Agreement.

	IN CONSIDERATION of the premises, the mutual
covenants and agreements contained herein and other good and valuable
consideration, the receipt, sufficiency and adequacy of which are hereby
acknowledged, Lender, Borrower PNI, FAI, COL, and SDKI hereby covenant and agree
as follows:  
ARTICLE I
THE LOAN




Agreement to Borrow and Lend.  Subject
to all of the terms, provisions, conditions, covenants and agreements contained
in this Agreement, Lender agrees to make a loan to Borrower (the
"Loan") in the principal amount of Two Hundred Thousand Dollars
($200,000) (the "Loan Proceeds"), which shall be used in
accordance with the terms set forth herein.  

Closing.  The Loan Proceeds shall be distributed
at one closing which shall occur on December 21, 2000, or on such other date as
the parties shall agree (the "Closing").   

Convertible Promissory Note.  The Loan will be
evidenced by a convertible promissory note (the "Note") in the
form attached hereto as Exhibit A that will be executed by Borrower and
delivered to Lender.  

Interest.  The outstanding principal balance of
the Note shall bear interest at a rate of Twelve Percent (12%) per annum as set
forth in the Note. 

Payment Terms.  Accrued interest under the
Note shall be due and payable in quarterly installments on February 1, 2001, May
1, 2001, August 1, 2001 and November 1, 2001 and the entire outstanding
principal balance of the Loan, together with all accrued but unpaid interest
thereon, shall be due and payable in full on January 5, 2002 (the
"Maturity Date"). Notwithstanding anything to the contrary
contained herein, upon Lender's consent, which shall be made in its sole and
absolute discretion, Borrower may pay any portion of the quarterly installments
of accrued interest of the Loan with shares of Borrower's common stock, par
value $.01 per share (the "Common Stock").  The value of the
Common Stock used to pay any quarterly installments of accrued interest shall be
determined by the closing sale price of the Common Stock as reported by Nasdaq
on the preceding trading day before the quarterly installment is paid.

Conversion Right.  The Lender shall have the right
to convert all or any portion of the debt evidenced by the Note into Borrower's
Common Stock in accordance with the terms of the Note.


ARTICLE II

WARRANTS TO PURCHASE COMMON STOCK

	2.1.	Warrant to Purchase Common Stock to
Lender.  The Borrower hereby agrees to issue to Lender as a part of
the consideration for Lender making the Loan to Borrower, a warrant to purchase
the number of shares of Common Stock equal to fifty percent (50%) of the
aggregate face value of the Note and in the form attached hereto as Exhibit
B (the "Lender Warrant"). 




Warrant to Purchase Common Stock to SDKI.
As partial consideration for introducing the Borrower to the Lender, the
Borrower hereby agrees to issue to SDKI a warrant to purchase the number of
shares of Common Stock equal to ten percent (10%) of the aggregate face value of
each Note and in the form attached hereto as Exhibit C ("SDKI
Warrant" and together with the Lender Warrant, the
"Warrants").  

Share Calculation For Warrants; Strike Price;
Issuance.  For purposes only of determining the number of shares which shall
be granted upon exercise of the Warrants, the Common Stock shall be deemed to
have a value of $1.00 per share.  The strike price for each Lender Warrant shall
be 120% of the Market Price (as that term is defined in the Note), and the
strike price for each SDKI Warrant shall be the Market Price.  The Borrower
shall issue the Warrant at the Closing.  The Warrants shall be exercisable for a
period of at least five years.


ARTICLE III
BORROWER'S REPRESENTATIONS AND WARRANTIES

	The Borrower hereby represents and warrants to
Lender that the following are true and correct as of the date hereof and shall
be true and correct as of the date of the Closing and shall remain true and
correct during the term of all of the Loan Documents (as defined below):  

3.1	Borrower and each of its subsidiaries and affiliates
(a) is a duly organized and validly existing corporation in good standing under
the laws of the jurisdiction of its formation, (b) has the power and authority
and the legal right to own its property and assets and to transact the business
in which it is engaged and (c) is duly qualified as a foreign corporation  or
otherwise licensed and authorized to transact business and in good standing in
each jurisdiction where the ownership, leasing or operation of property or the
conduct of its business requires such qualification and where the failure to be
so qualified, licensed or authorized would have a material adverse effect on the
condition (financial or otherwise), prospects, assets or properties of Borrower,
any subsidiary or affiliate. All subsidiaries and affiliates of the Borrower are
listed on Item 3.1 of the Disclosure Schedule.  The term
"affiliate" shall have the meaning ascribed thereto under Rule 12b-2
promulgated under the Exchange Act of 1934, as amended.




3.2  The execution, delivery and performance of this Agreement, the Note and
the Warrants and any and all other security agreements, pledge agreements,
financing statements, certificates or instruments contemplated herein
(collectively "Loan Documents") executed and delivered by the
Borrower or its affiliates have been authorized by all necessary corporate
actions and do not and will not contravene any legal or contractual restriction
binding on the Borrower or any of its property or its assets.

3.3  The Borrower and each of its subsidiaries and affiliates has the power
to take all actions contemplated hereby (including but not limited to the
issuance of the Warrants and Note, the right of first refusal granted to Lender
to participate in any security issuances and the granting of the security
interests in the Collateral (as defined below)) to execute, deliver and carry
out the terms and provisions of each Loan Document to which it is a party and
has taken all necessary actions to authorize the execution, delivery and
performance by it of each Loan Document to which it is a party and all acts
contemplated hereby. The Loan Documents when executed and delivered by the
Borrower and its subsidiaries and affiliates will constitute the legal, valid
and binding obligation of the Borrower and its subsidiaries and affiliates (as
the case may be) and is, or will be upon execution, enforceable against the
Borrower and its subsidiaries and affiliates (as the case may be) in accordance
with their respective terms, except to the extent that enforcement may be
limited by applicable bankruptcy, insolvency, reorganization or other similar
laws affecting creditors' rights generally.  

3.4  The execution, delivery or performance by the Borrower and its
subsidiaries and affiliates of each Loan Document, and compliance by the
Borrower and its subsidiaries and affiliates with the terms and provisions
hereof and thereof, (a) do not contravene any provision of any law, statute,
rule or regulation or any order, writ, injunction or decree of any court or
governmental instrumentality applicable to the Borrower, any subsidiary or
affiliate, (b) do not conflict with or result in any breach of any of the terms,
covenants, conditions or provisions of, or constitute a default under, or result
in the creation or imposition of (or the obligation to create or impose) any
lien (other than as contemplated by the Loan Documents) upon any of the property
or assets of the Borrower, any subsidiary or affiliate pursuant to the terms of
any material indenture, mortgage, deed of trust, credit agreement, loan
agreement or other agreement, contract or instrument to which the Borrower, any
subsidiary or affiliate is a party or by which the Borrower, any subsidiary or
affiliate or any of their respective properties or assets is bound or to which
the Borrower, any subsidiary or affiliate may be subject and (c) do no violate
any provision of the Certificate of Incorporation, Articles of Organization,
operating agreement, bylaws or regulations of the Borrower, any subsidiary and
affiliate. 

3.5  The authorization, issuance, sale and delivery of the shares of Common
Stock issuable upon conversion of the Note and upon exercise of the Warrants has
been duly authorized by all requisite corporate action on the part of the
Borrower.  The shares of the Common Stock issuable upon conversion of the Note
and upon exercise of the Warrants upon their issuance in accordance with the
Note and the Warrants, respectively, will be validly issued, fully paid and
nonassessable.  Any shares of Common Stock issued in accordance with the terms
of the Note for payment of quarterly installments of acquired interest will be
validly issued, fully paid and nonassessable.

3.6  Except as disclosed in Schedule 3.6, there are no actions, suits or
proceedings pending or, to the  knowledge of the Borrower, threatened against
Borrower, any subsidiary  or affiliate  (a) with respect to the Loan Documents,
any of the Collateral (as defined below) or the transactions contemplated hereby
or (b) that are, either individually or in the aggregate, reasonably likely to
have a material adverse effect on the condition (financial or otherwise),
prospects, assets or properties of Borrower, any subsidiary or affiliate.

3.7  All balance sheets, income statements, financial statements, operating
statements and other financial data pertaining to Borrower or its subsidiaries
or affiliates (the "Financial Information") that have been
delivered (or will be delivered) to Lender by or on behalf of Borrower are or
will be accurate and complete in all material respects, are or will be in
accordance with the books and records of Borrower and its subsidiaries and
affiliates, and accurately present or will present the financial condition,
results of operations and changes in financial position of the person or entity
to which they pertain as of their respective dates and there has been no
material change with respect thereto.  All Financial Information delivered to
Lender is and shall be prepared in accordance with the generally accepted
accounting principles, consistently applied.

3.8  None of the Borrower's reports and documents heretofore filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended, and the Securities Exchange Act of 1934, as amended, contained at the
time they were filed  any untrue statement of a material fact or omitted to
state any material fact required to be stated therein or necessary to make the
statements made therein, in light of the circumstances under which they were
made, not misleading.



3.9  The Borrower and its subsidiaries and affiliates own and
possess adequate and enforceable rights to use all patents, patent applications,
trademarks, trademark applications, trade names, service marks, logos,
copyrights, copyright applications, licenses, inventions, software, programs,
know-how (including trade secrets and other unpatented and/or unpatentable
proprietary or confidential information, systems or procedures) and other
similar rights and proprietary knowledge (collectively,
"Intangibles") necessary for the conduct of their respective
businesses.  Borrower and its subsidiaries and affiliates have the unrestricted
right to use all of the Intangibles.  Borrower and its subsidiaries and
affiliates are not infringing upon or in conflict with any right of any other
person or entity with respect to any Intangibles and the Borrower and its
subsidiaries and affiliates are not subject to any outstanding order, decree,
judgment or stipulation with respect to the Intangibles.  No proceedings have
been instituted or are pending or, to Borrower's knowledge, threatened which
challenge the validity or rights of Borrower or its subsidiaries and affiliates
to any of the Intangibles, and Borrower has no knowledge of any infringement by
others of any of the Intangibles.  All of the Intangibles are valid, enforceable
and free and clear of any attachments or liens and all claims, restrictions and
demands of any other person, firm or corporation, including attorneys' fees for
past services, expenses and government fees.  None of the past or present
employees, officers, directors, or shareholders of Borrower, any subsidiary or
affiliate has any rights in any Intangibles.  Borrower and its subsidiaries and
affiliates have not granted any outstanding license or other rights to any of
the Intangibles, except those licenses granted in the ordinary course of
business, and are not liable, and have not made any contract or arrangement
whereby they may become liable, to any person for any royalty or other
compensation for the use of any Intangibles.  The trade secrets and processes
and procedures of Borrower and its subsidiaries and affiliates which are
necessary to the operation of Borrower and its subsidiaries and affiliates have
been reduced to writing, to the extent practical, and will remain available for
use by Borrower and its subsidiaries and affiliates after the date of the
Closing. 

3.10	All factual information heretofore or
contemporaneously furnished by the Borrower, any subsidiary or affiliate to
Lender (including, without limitation, all information contained in this
Agreement) for purposes of this Agreement or any transaction contemplated hereby
or thereby is, and all other such factual information hereafter furnished by the
Borrower, any subsidiary or affiliate to Lender for purposes of this Agreement
or any transaction contemplated herein will be, true and accurate in all
material respects on the date as of which such information is given and the
Borrower in good faith believes such information is not incomplete by omitting
to state any fact necessary to make such information not misleading at such time
in light of the circumstances under which such information was provided.



	3.11  The Borrower, each subsidiary and affiliate has filed all tax
returns required to be filed by it and has paid all income and franchise taxes
payable by it which have become due pursuant to such tax returns and all other
taxes and assessments payable by it which have become due, other than those not
yet delinquent and except for those contested in good faith and by appropriate
proceedings. The amounts shown on those tax returns fairly present the tax
position of the Borrower and such subsidiaries and the Borrower does not expect
any material adjustments or any amounts shown on such tax returns. Each of the
Borrower and each subsidiary or affiliate has paid, or has provided adequate
reserves (in the good faith judgment of the management of the Borrower) for the
payment of, all foreign, federal and state income and franchise taxes applicable
for all prior fiscal years of the Borrower and for the current fiscal year to
the date hereof. As of the date hereof, no tax lien has been filed, and, to the
knowledge of the Borrower, no claim is being asserted, with respect to any tax,
fee or other charge.

	3.12  All employee benefit plans, as defined in Section 3(3) of ERISA
(defined below) and which are maintained for employees by the Borrower, a
subsidiary or an ERISA Affiliate (defined below) ("Plan"), comply with
all relevant provisions of the Internal Revenue Code of 1986 (the
"Code") and ERISA; no Plan is insolvent or in reorganization; no Plan
has an accumulated or waived funding deficiency or has applied for an extension
of any amortization period within the meaning of Section 412 of the Code;
neither the Borrower nor any subsidiary nor any ERISA Affiliate has incurred any
liability to or on account of a Plan which is a single-employer plan as defined
in Section 4001 (a) (15) of ERISA pursuant to Section 4062, 4063, 4064 or a
multi employer plan pursuant to Sections 515, 4201 or 4204, of ERISA; no
proceedings have been instituted to terminate any plan; and no condition exists
which constitutes a prohibited transaction (as defined in Section 406 of ERISA
or Section 4975 of the Code) or a reportable event (as defined in Section 4043
of ERISA), or which is reasonably expected will result in the Borrower, any
subsidiary or an ERISA Affiliate of incurring a liability to or on account of a
Plan pursuant to any of the foregoing Sections of ERISA or the Code.  As of the
date of this Agreement, the aggregate present value of all accrued benefit
liabilities (as defined in Section 4001(a)(6) of ERISA) of all Plans which were
single-employer plans did not exceed the aggregate current value of all assets
of such Plans based upon estimated actuarial data that has been provided to the
Borrower by the consulting actuaries of the Plans, and as of the date of this
Agreement, there was no withdrawal liability (and would be no withdrawal
liability assuming a complete withdrawal from all such Plans) to any Plan which
is a multi employer plan.



	"ERISA" means the Employee Retirement Income
Security Act of 1974, as amended, and any successor statute of similar import,
together with regulations thereunder, in each case as in effect from time to
time. References to sections of ERISA also refer to any successor sections.

	"ERISA Affiliate" means any person (as defined
in Section 3 (9) of ERISA) (including each trade or business (whether or not
incorporated)) which together with the Company or any Subsidiary would be deemed
to be a "single employer" or a member of the same "controlled
group" of "contributing sponsors" within the meaning of Section
4001 of ERISA

	3.13  The Borrower and its subsidiaries and affiliates
are in compliance with all applicable statutes, regulations and orders of, and
all applicable restrictions imposed by, all governmental bodies, domestic or
foreign, in respect of the conduct of their businesses and the ownership of
their properties, except such noncompliance as would not, in the aggregate,
reasonably be expected to have a material adverse effect on the condition
(financial or otherwise), prospects,  assets or properties of Borrower or any
subsidiary or affiliate.

3.14  The Borrower and its subsidiaries and affiliates have
never conducted business under any names other than those set forth in Item
3.14 of the Disclosure Schedule. The addresses of all offices where any of
the Collateral is located is listed in Item 3.14 of the Disclosure
Schedule.  The chief executive office and the chief place of business for the
Borrower, each of its subsidiaries, and affiliates and the office where each
thereof keeps its books and records, is located at the address specified in
Item 3.14 of the Disclosure Schedule.

	3.15    As of the date the last Financial Information was
received by Lender from Borrower, except to the extent disclosed, reflected or
reserved against therein or in Item 3.15 of the Disclosure Schedule,
Borrower did not have any material liabilities or obligations, known or unknown,
secured or unsecured, whether accrued, absolute, contingent or otherwise. 

	3.16  Since the date the last Financial Information was
received by Lender from Borrower, there has been no material adverse change in
or to the business of Borrower or its subsidiaries or affiliates, or to the
operations, earnings, prospects, liabilities or relationships with suppliers,
distributors or customers of Borrower or its subsidiaries or affiliates.  There
is no presently existing condition with respect to Borrower or its subsidiaries
or affiliates which might be expected to have a material adverse effect on the
business or prospects of Borrower or its subsidiaries or affiliates or the
continued conduct of the business of Borrower or its subsidiaries or Affiliates
after the date of the Closing. 

	3.17  No order, consent, approval, license, authorization
or validation of, or filing, recording or registration with, or exemption by, or
other act by (except as have been obtained or made), any governmental or public
body or authority, or any subdivision thereof, is required to authorize, or is
required in connection with, (a) the execution, delivery and performance by the
Borrower or its subsidiaries or affiliates of any Loan Document or (b) the
legality, validity, binding effect or enforceability against the Borrower or its
subsidiaries or affiliates of any Loan Document.



3.18  Borrower shall use the Loan Proceeds exclusively for commercial reasons
that are expressly approved by Lender in accordance with Section 4.2 below.

3.19    Borrower or its subsidiaries and affiliates (as the case may be) are
the legal and beneficial owner of the Collateral, and the Collateral is free and
clear of all mortgages, security interests, liens, equities, encumbrances and
claims of every kind (collectively, the "Encumbrances") except
for the Encumbrances set forth on Item 4.7 of the Disclosure Schedule and
the liens of the Lender as set forth in this Agreement.  The Collateral is and
will remain free and clear of all Encumbrances of any nature whatsoever, except
for those set forth on Item 4.7 of the Disclosure Schedule and the liens
of the Lender as set forth in this Agreement.






All of the subsidiaries and affiliates of Borrower are wholly owned by
Borrower.





3.21  The security interest and leasehold mortgage in favor of the Borrower
on the real and personal property located at Kenwood Mall, Cincinnati, Ohio, is
a first and best lien on such personal property and leasehold and Borrower has
not and will not allow any Encumbrances on such property to be superior to
Borrower's mortgage and security interest.


		ARTICLE IV
		ADDITIONAL COVENANTS AND OTHER AGREEMENTS

	4.1.	Finder's Fee. Borrower shall pay to
SDKI a cash fee of ten percent (10%) of all the Loan Proceeds disbursed to
Borrower, which amount shall be paid from the proceeds disbursed to
Borrower.




Disbursement Approval.  All disbursements of Loan
Proceeds shall be approved in writing in advance by Lender, in its sole and
absolute discretion.  Prior to any use by the Borrower of the Loan Proceeds, or
any portion thereof, Borrower shall have received Lender's prior written
approval of such use, with such approval being determined by Lender in its sole
and absolute discretion.  Notwithstanding the foregoing provisions of this
Section 4.2, Borrower shall not need any approval from Lender with respect to
its use of the first $50,000 of Loan Proceeds received by Borrower.

Registration Rights.  Within 60 days of the date
hereof, Borrower shall have used its best efforts to cause a registration
statement covering the resale of the shares of Common Stock issuable upon
conversion of the Note, exercise of the purchase rights under the Note, used for
payment of the accrued interest on the Note and  exercise of the Warrants to
have been declared effective by the Securities and Exchange Commission.  All
expenses of such registration, except fees for underwriting discounts and
selling commissions applicable to the resale of such Common Stock by Lender or
the holder of the Warrants, shall be borne by Borrower.  Lender and SDKI (and
their respective assigns) each agree to cooperate with the Borrower in the
preparation and filing of any such registration statement and in the furnishing
of information for inclusion therein, or in any efforts by the Borrower to
establish that the proposed sale is exempt under the Securities Act of 1933, as
amended, as to any proposed distribution.



4.4	Right of First Refusal.  As long as their
exists any principal or interest outstanding under the Note, the Borrower grants
to the Lender a right of first refusal to participate as an investor in any
offering of Borrower's Common Stock, securities convertible into Common Stock or
any other equity securities of the Borrower (collectively, the
"Securities"). If the Borrower receives an executed letter of
intent or term sheet from any third party with respect to a sale or transfer of
Securities that the Borrower is willing to accept, the Borrower shall promptly
give written notice thereof to the Lender, including all essential terms and
conditions of such proposed offering.  The Lender shall then have ten (10) days
after receipt of such written notice to elect to enter into an agreement with
the Borrower to participate in the proposed offering on the same terms and
conditions as set forth in the Borrower's written notice.  If the Lender
declines to exercise its right of first refusal upon written notice from the
Borrower or fails to notify the Borrower within a 10-day period of an election
to invoke its right of first refusal, the Borrower shall have a period of 30
days to enter into an agreement with such third party from whom it has received
an executed letter of intent for the sale or transfer of the Securities on the
exact terms and conditions that were provided to Borrower in the notice.  In the
event that Borrower does not effect a transfer or sale of the Securities within
the specified thirty-day period, the Lender's right of first refusal shall
continue to be applicable to any subsequent sale or transfer of the Securities
by the Borrower. 

4.5.	Approval of Equity and Debt Issuances.
Borrower and its subsidiaries and affiliates shall not issue any securities,
including options to purchase  securities, or take on any debt (other than the
debt reflected by the Note and trade payables incurred in the ordinary course of
business), without Lender's prior written approval, which approval shall be
given in Lender's sole and absolute discretion. 

4.6 	[Intentionally Deleted]

4.7 	Security Agreements.  In connection with the
Loan made pursuant to this Agreement, the Note shall be secured by a first and
best lien in all of the assets of the Borrower and its subsidiaries and
affiliates, including the shares of capital stock and membership interest in
Popmail Network, Inc., Fan Asylum, Inc. and Café Odyssey, LLC
(collectively, the "Collateral"); except for the Collateral set forth
in Item 4.7 of the Disclosure Schedule, which Lender shall have a lien
and security interest in, which shall be subordinated only to those persons or
entities identified in Item 4.7 of the Disclosure Schedule.  Borrower and
its subsidiaries and affiliates shall execute and deliver security agreements,
financing statements, pledge agreements and all other instruments and agreements
required by Lender that provide for a grant by Borrower and its subsidiaries and
affiliates to Lender of a security interest in all of the Collateral.   Borrower
shall take all other steps  necessary to keep such security interest in Lender
perfected and shall take no action to subordinate Lender's security interest to
any other person or entity without Lender's prior written approval.

4.8 	Default Under Loan Document.  In the event
that a default shall exist under any of the Loan Documents, Lender shall be
authorized to proceed with any and all remedies available to Lender thereunder.
A default under any of the Loan Documents shall constitute a default under each
other Loan Document and shall entitle Lender to pursue any and all remedies
under each or any of the Loan Documents.




Reserving Common Stock For Issuance.  The Borrower
shall at all times while the Warrants or the Lender's conversion and purchase
rights as set forth in the Note are outstanding, reserve and keep available out
of its authorized but unissued stock, such number of duly authorized Common
Stock as shall be sufficient to effect the conversion rights and purchase rights
under the Note and Warrants in accordance with their respective
terms.	

Reclassification of Common Stock.  The Borrower
covenants and agrees that in the event its present Common Stock shall be
reclassified, split, combined or otherwise changed, or in case of any
consolidation or merger of the Borrower with or into another corporation as a
result of which holders of Common Stock become entitled to receive securities or
other assets (including cash) with respect to or in exchange for their Common
Stock (other than a merger with a subsidiary in which merger the Borrower is the
continuing corporation and which does not result in any reclassification,
capital reorganization or other change of outstanding shares of Common Stock) or
in case of any sale, lease or conveyance to another corporation of the property
of the Borrower as an entirety or substantially as an entirety, the Borrower
shall make proper provision as a part of the terms of such reclassification,
split, combination, change, consolidation, merger or sale, that the holder of
the Warrants and the Note will thereafter be entitled to convert it into the
same kind and amount of securities (including in that term, stock of any class
or classes) and other assets as may be issuable or distributable by the terms of
such reclassification, split, combination, change, consolidation, merger or
sale.



	4.11  	Financial Statements. The Borrower
shall: (i) Within 45 days of the end of each quarter, furnish Lender with any
and all filings with the Securities and Exchange Commission including but not
limited to Form 10Q, and  a No Default Certificate in the form which in a form
acceptable to Lender; (ii) within 90 days of its fiscal year end, furnish
audited copies of the Borrower's balance sheet, income statement, and statement
of cash flows as well as a copy of Borrower's Form 10K; and (iii) within 30 days
of filing, the Borrower's consolidated federal income tax return.

	4.12	Taxes, Assessments and Liabilities. The
Borrower shall pay all taxes, assessments, and other liabilities when due,
except for those which are contested in good faith. File all required federal,
state and local tax returns on a timely basis.

	4.13	Notice.  The Borrower shall give the
Lender prompt notice of any: (i) default of this or any other agreement or
contract under which the Borrower or any of its subsidiaries or affiliates are
liable; (ii) environmental penalty, claim or dispute involving more than
$25,000.00; (iii) litigation, government proceeding or investigation filed or
threatened against Borrower or any of its subsidiaries or affiliates, Lender its
directors and officers involving more than $25,000.00; (iv) reportable event
under ERISA; or (v) material change in the business prospects or financial
condition of the Borrower or any of its subsidiaries or affiliates.

	4.14	Corporate Existence and Status.  Borrower
shall maintain its and its subsidiaries' and affiliates' corporate existence and
remain in good standing under the laws of each jurisdiction where the Borrower
and its subsidiaries or affiliates are duly qualified to conduct its
business.

	4.15	Protection of Intellectual Property.
Borrower and its subsidiaries and affiliates shall take all measures necessary
to defend and protect the Intangibles, and not commit or permit any action that
may impair the value of the Intangibles.

	4.16	Liens.   Borrower and its subsidiaries and
affiliates shall not create or permit to exist any Encumbrance with respect to
the Collateral, except for liens created in favor of the Lender hereunder.

	4.17	Compliance with Laws.  Borrower and its
subsidiaries and affiliates shall keep, observe, satisfy and not suffer
violations of any and all  laws, statutes, ordinances and/or regulations.
	

	4.18	Operate in the Ordinary Course.  Borrower
and its subsidiaries and affiliates shall continue to operate their respective
businesses in the ordinary and customary course, and not take any actions which
materially alter the nature or scope of their respective businesses as conducted
on the date of the Closing.

	4.19	Further Assurances.  Borrower and its
subsidiaries and affiliates shall provide Lender with such additional
information or documentation as Lender may request from time to time.
	4.20	Lender's Attorney's Fees.  At the Closing,
Borrower shall pay Lender's attorney's fees it has incurred related to the Loan
up to a maximum of $10,000.
ARTICLE V
DEFAULT AND REMEDIES

	5.1.	Events of Default.  The occurrence
of any one or more of the following events or the existence of one or more of
the following conditions shall, upon 30 days written notice to Borrower,
constitute an "Event of Default" under this Agreement provided
that the events set forth in Sections 5.1(a), 5.1(c), 5.1(f), 5.1(e), 5.1(g),
5.1(h), 5.1(k), 5.1(l) 5.1(n) and 5.1(o) shall constitute an Event of Default
immediately upon their occurrence and Lender shall not be required to provide
the 30 days' written notice for any such events:  



		(a)	Borrower shall fail to pay when due any
installment of principal or interest due under the Note, whether due on the date
provided for therein or by acceleration or otherwise, or Borrower shall fail to
pay when due any other amounts due under any of the Loan Documents;

(b)	Any material breach of a representation or warranty made in writing to
Lender by Borrower or its subsidiaries or affiliates made herein, in any Loan
Documents or in connection with the making of the Loan; 

(c)	The breach, default or violation by Borrower or its subsidiaries or
affiliates of any obligation, agreement or covenant contained in Loan Documents
or any other agreements, certificates or writings executed in connection
herewith by Borrower or its subsidiaries or affiliates; unless the same is cued
within any applicable grace period; 

(d)	any material provision of any of the Loan Documents shall at any time
for any reason cease to be in full force and effect or shall be declared to be
null and void; 

(e)	any litigation or proceeding is pending which may materially adversely
affect the ability of Borrower, its subsidiaries or affiliates to perform its
obligations under the Loan Documents; 



(f)	 the failure of the Borrower or its subsidiaries or
affiliates to comply with 


any other covenants or agreements contained in any of the
Loan Documents and not herein specifically referenced, unless the same is cured
within any applicable grace period; 

(g)	a material part of the operations of the Borrower or any of its
subsidiaries or affiliates shall cease for a period of thirty days; 

(h)	the liquidation, termination or dissolution of Borrower or any of its
subsidiaries or affiliates;

(i)	the occurrence of an event of default (as defined therein) in any of
the Loan Documents other than this Agreement;

(j)	the occurrence of any of the following transactions concerning the
Borrower without the prior written consent of the Lender (which shall be given
in its sole and absolute discretion): (i) the acquisition of the Borrower by
another entity by means of any transaction or series of related transactions
(including, without limitation, the transfer of more than 50% of the voting
power of the Borrower, reorganization, merger, consolidation); or (ii) a sale of
all or substantially all of the assets of the Borrower; unless the Borrower's
shareholders of record as constituted immediately prior to such acquisition or
sale will, immediately after such acquisition or sale (by virtue of securities
issued as consideration for the Borrower's acquisition or otherwise) hold at
least 50% of the voting power of the surviving or acquiring entity;

(k)	the issuance of any securities by Borrower's subsidiaries and
affiliates without the prior written consent of the Lender; 

(l)	the occurrence of any of the following transactions concerning the
Borrower's subsidiaries or affiliates without the prior written consent of the
Lender: (i) the acquisition (in whole or in part) of any subsidiary or affiliate
of the Borrower by another entity or person by means of any transaction or
series of related transactions (including, without limitation, the stock
purchase, stock issuance, reorganization, merger, consolidation); or (ii) a sale
of all or substantially all of the assets of the Borrower; 

(m)	Borrower's Common Stock is de-listed from the Nasdaq National or
SmallCap Market Systems; or 

(n)	if Lender shall reasonably deem itself to be insecure; or

(o)	the occurrence of an event which, with notice, lapse of time or both,
would constitute a default or event of default under the Loan Agreement dated as
of December 1, 2000, as amended, among GSI Ventures, LLC, Borrower, SDKI, PNI,
FAI,  and COL or the other loan documents relating to such loan.  



	5.2.	Remedies.  Upon the
occurrence of any Event of Default hereunder as above provided, and at any time
thereafter, all principal, interest and other amounts payable under the Note
shall, at the option of Lender, become immediately due and payable without
presentment, demand, protest or other notice of any kind, all of which are
expressly waived by Borrower.  Lender may proceed with every remedy available at
law or in equity or provided for in the Loan Documents or in any other document
executed in connection with the Loan, in such order or sequence as Lender may
determine in its sole discretion, including concurrently, independently, or
successively, and all expenses incurred by Lender in connection with any remedy
shall be deemed indebtedness of Borrower to Lender including, but not limited
to, reasonable attorneys' fees incurred by Lender.  
ARTICLE VI
GENERAL PROVISIONS

	6.1.	Amendments.  No provision or term
of the Loan Documents may be amended, modified, revoked, supplemented, waived or
otherwise changed except by a written instrument duly executed by the party from
whom enforcement is sought.  

	6.2.	Borrower Not Released.  Without
affecting any obligation of Borrower under this Agreement, Lender without notice
or demand may renew, extend or otherwise change the terms and conditions of the
Loan.  

	6.3.	Severability.  Whenever possible,
each provision of the Loan Documents shall be interpreted so as to be effective
and valid under New York law.  Should any provision, covenant or agreement
contained in the Loan Documents be deemed invalid, illegal or unenforceable in
any jurisdiction, the validity, legality and enforceability of the remaining
provisions of the Loan Documents shall not be impaired thereby, nor shall the
validity, legality or enforceability of any such defective provision be in any
way affected or impaired in any other jurisdiction.  

	6.4.	Successors and Assigns Bound;
Assignment.  The covenants and agreements contained herein shall bind the
parties hereto and each of their respective successors and assigns.  Borrower
may not assign this Agreement without the prior written consent of Lender.
Subject to the foregoing restriction, this Agreement shall inure to the benefit
of Lender and SDKI, their successors and assigns.  

	6.5.	No Third Party Benefits.  This
Agreement is made for the sole benefit of Borrower, Lender, PNI, FAO, COL, SDKI
and their respective successors and assigns, and no other person or persons
shall have any rights or remedies under or by reason of this Agreement.  

	6.6.	Headings.  The captions and
headings of the paragraphs in the Agreement are for convenience only and are not
used to interpret or define the provisions of the Agreement.  

	6.7.	Governing Law.  This Agreement and
the Loan Documents or any other documents executed in connection with the loan
shall be governed by and interpreted in accordance with the laws of the State of
New York, without regard to New York's conflict of laws principles.  

	6.8.	Conflict.  Should any provision of
any other Loan Documents conflict with any provision of this Agreement, the
provision selected by Lender, in its sole discretion, shall govern and shall be
controlling.  

6.9 	Jurisdiction.  Borrower, by its execution
hereof (i) hereby irrevocably submits to the exclusive jurisdiction of the State
of New York and to the exclusive jurisdiction of the United States District
Court for the Southern District of New York for the purpose of any suit, action
or other proceeding arising out of or based upon this Agreement, the Collateral
or the Loan Documents or the subject matter hereof or thereof brought by Lender,
any holder of the obligations of Borrower under the Loan Documents or their
respective successors or assigns, and (ii) agrees not to assert, by way of
motion, as a defense or otherwise, in any such proceeding, any claim that
Borrower is not subject personally to the jurisdiction of the above-named
courts, that Borrower's property is exempt or immune from attachment or
execution, that any such proceeding brought in one of the above-named courts is
brought in an inconvenient forum, that the venue of any such proceeding brought
in one of the above-named courts in improper, or that this Agreement, the
Collateral or any of the Loan Documents, or the subject matter hereof or
thereof, may not be enforced in or by such court.

6.10	Waiver of Jury.  LENDER AND BORROWER HEREBY
VOLUNTARILY, KNOWINGLY AND INTENTIONALLY WAIVE ANY AND ALL RIGHTS TO TRIAL BY
JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING UNDER THIS AGREEMENT OR
CONCERNING THE LOAN DOCUMENTS AND/OR ANY COLLATERAL CONTEMPLATED THEREBY,
REGARDLESS OF WHETHER SUCH ACTION OR PROCEEDING CONCERNS ANY CONTRACTUAL OR
TORTIOUS OR OTHER CLAIM.  BORROWER ACKNOWLEDGES THAT THIS WAIVER OF JURY TRIAL
IS A MATERIAL INDUCEMENT TO LENDER IN EXTENDING CREDIT, THAT LENDER WOULD NOT
HAVE EXTENDED SUCH CREDIT WITHOUT THIS JURY TRIAL WAIVER, AND THAT BORROWER HAS
BEEN REPRESENTED BY AN ATTORNEY OR HAS HAD AN OPPORTUNITY TO CONSULT WITH AN
ATTORNEY IN CONNECTION WITH THIS JURY TRIAL WAIVER AND UNDERSTANDS THE LEGAL
EFFECT OF THIS WAIVER.

	6.11	Obligations of Subsidiaries of Borrower.
PNI, FAI and COL all acknowledge and agree that each of them shall be bound by
Section 4.8 and all obligations, covenants, representations and warranties that
reference any subsidiary or affiliate of Borrower as if such obligations,
covenants, representations and warranties were fully made by them.  PNI, FAI and
COL further acknowledge and agree that each of them shall receive a material
benefit from the Loan received by Borrower from Lender because without it, PNI,
FAI and COL would no longer be able to continue their business as currently
operated.  The obligations of PNI, FAI and COL hereunder were a material
inducement to Lender to enter into this Agreement.

	6.12	Counterparts.  This Agreement may be
executed in one or more counterparts, each of which shall de deemed to be an
original but all of which together will constitute one and the same instrument.
This Agreement may be executed by facsimile signatures which shall have the same
force and effect as original signatures.

	6.13	Entire Agreement.  This Agreement and all
documents and agreements referred to in this Agreement supersede all prior
understandings, agreements and discussions between the parties concerning this
subject matter, with such prior understandings, agreements and discussions
between the parties being merged into this Agreement, and constitutes the entire
agreement between the parties with regard to this subject matter.

	6.14	Survival.  All of the obligations,
covenants, representations and warranties of Borrower and its subsidiaries and
affiliates shall survive the Closing and any subsequent Closing.

ARTICLE VII

CONDITIONS TO THE CLOSING

7.1	The obligation of Lender to complete the Closing is
subject to the satisfaction of each of the following conditions:

		(i)	Receipt of certified resolutions of Borrower
and its subsidiaries and affiliates authorizing the Loan and the grant of the
security interest in the Collateral to Lender;

		(ii)	Execution of the Loan Documents by Borrower
and its subsidiaries and affiliates, including the Note representing the
proceeds being disbursed at the Closing; 

		(iii)	Receipt of  Borrower's certified resolutions
authorizing the issuance and reservation of shares of Common Stock upon the
exercise of the Warrants and the conversion rights set forth in the Note in a
form satisfactory to Lender.

[Signature Page to Follow]


IN WITNESS WHEREOF, the parties hereto executed this Loan
Agreement as of the date first written above.
BORROWER:
POPMAIL.COM, INC., 

By:						

Its:___________________________

PMI:
POPMAIL NETWORK, INC.

By:						

Its:___________________________

LENDER:
THE SHAAR FUND LTD.,




By:	Shaar Advisory Services, N.V. (the advisor to The
Shaar Fund Ltd.)


By:						

Name:	W.J.Langeveld

Title:		Managing Director

FAI:
FAN ASYLUM, INC.

By:						

Its:___________________________

SDKI:
SDK INVESTMENTS, INC., 

By:						

Stephen D. King
President

COL:
CAFE ODYSSEY, LLC

By:						

Its:___________________________
DISCLOSURE SCHEDULE

ITEM 3.1 	SUBSIDIARIES AND AFFILIATES

ITEM 3.6	LITIGATION





ITEM 3.14 	NAMES OF BUSINESSES; ADDRESSES WHERE COLLATERAL LOCATED;
PRINCIPAL OFFICE ADDRESS OF BORROWER, SUBSIDIARIES AND AFFILIATES

ITEM 3.15	CONTINGENT LIABILITIES





ITEM 4.7	ENCUMBRANCES ON COLLATERAL



113679.5

SCHEDULE 3.1
Subsidiaries and Affiliates




Fan Asylum, Inc.
Popmail Network, Inc.
Cafe Odyssey, LLC
Schedule 3.6
Litigation

The Company entered into a bridge loan transaction on or about October 6,
2000, in which it issued a promissory note in favor of Great Western Business
Services in the principal amount of $600,000.  The note was payable in 30 days
and was secured by certain computer equipment owned by the Company.
Additionally, the lender obtained a "contingent" security interest in
the Company's units of Cafe Odyssey, LLC, which vested upon an event of default
thereunder.  The Company has failed to repay the note and the lender has
recently given the Company notice of such default.  Additionally, the lender has
informed the Company that it intends to retrieve the collateral as soon as is
practicable.  The lender has not given any notice or otherwise communicated to
the Company its intentions with respect to its interest in the Cafe Odyssey
units.   Cafe Odyssey, LLC currently has no assets.

On September 13, 2000, the Company received a Nasdaq Staff Determination
which indicates that the Company fails to comply with its common stock
maintaining a minimum bid price of $1.00 over the previous 30 consecutive
trading days as required by Marketplace Rule 4310 (c)(4). Therefore, in
accordance with Marketplace Rule 4310 (c)(8)(B), PopMail.com was provided 90
calendar days, or until December 12, 2000 to regain compliance with the Rule
for continued listing. There can be no assurances the Panel will grant the
Company's request for continued listing.  The Company has requested a hearing
with Nasdaq to appeal its determination to delist the Company's common stock,
which is scheduled for January 11, 2001.

On August 9, 2000, a lawsuit was filed against Fan Asylum, Inc. and Tim
McQuaid relating to an automobile accident.  The plaintiff in the action seeks
damages in excess of $25,000.  The Company has no other information concerning
this matter at the present time.


Schedule 3.14
Names of Businesses and Addresses






Fan Asylum, Inc.
1250 Folsom Street
San Francisco, CA  94103

Popmail Network, Inc.
1333 Corporate Drive, Suite 350
Irving, TX  75038

Café Odyssey, LLC






500 16th St. Suite 350
Denver, CO  80202



4. 	Cafe Odyssey	
	320 South Avenue
	Mall of America
	Bloomington, MN  55425


Schedule 3.15
Contingent Liabilities

The Kenwood Restaurant opened in December 1996 under the name
Hotel Discovery and was closed by the Company in August 1999. In November 1999,
the Company assigned the related lease (described below) in connection with the
pending sale of restaurant assets to a third party, who subsequently reopened
the restaurant under another name and continues to operate the same. The
property is approximately 17,000 square feet in size on three levels and is
located at the northeast corner of Sycamore Plaza at Kenwood Shopping Center in
Cincinnati, Ohio. Although the third party has paid all payments due under the
lease since November 1999, the Company remains primarily obligated under the
lease. 

The initial term of the lease is 15 years with an option for
two additional five-year periods. The lease provides for the payment of both a
monthly fixed minimum rent and a percentage rent based on gross sales in excess
of an escalating base amount. The monthly fixed minimum rent is $12,833 for the
first five years of the initial lease term, $14,117 for the sixth through tenth
years of the initial lease term, $15,400 for the eleventh through fifteenth
years of the initial lease term.

In addition to the fixed minimum rent, the lease provides for
the payment of a percentage rent equal to 4% of the gross sales from the
restaurant in excess of the following annual gross sales amounts; $3,850,000 for
the first five years of the initial lease term, $4,235,000 for the sixth through
tenth years of the initial lease term, $4,620,000 for the eleventh through
fifteenth years of the initial lease term. No percentage rent was paid in 1998
or 1999. In addition to the fixed minimum rent and percentage rent, the Company
is required to pay its proportionate share of common area maintenance costs;
taxes, insurance, maintenance and operating costs. 
Schedule 4.7
Encumbrances

See Schedule 3.6.



















EX-10.61
33
exh1061.htm
EXHIBIT













Exhibit 10.61



NEITHER THIS NOTE NOR THE SHARES OF COMMON STOCK ISSUABLE
UPON CONVERSION HEREUNDER HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION (TOGETHER, THE
"SECURITIES LAWS") AND MAY NOT BE OFFERED FOR SALE, SOLD OR
OTHERWISE  TRANSFERRED  OR  ENCUMBERED  IN  THE  ABSENCE  OF COMPLIANCE WITH
SUCH SECURITIES LAWS AND UNTIL THE COMPANY (AS DEFINED HEREIN) THEREOF SHALL
HAVE RECEIVED AN OPINION FROM COUNSEL REASONABLY ACCEPTABLE TO IT THAT THE
PROPOSED DISPOSITION WILL NOT VIOLATE ANY APPLICABLE SECURITIES LAWS.  

POPMAIL.COM, INC.

CONVERTIBLE PROMISSORY NOTE
WITH COGNOVIT PROVISION

	Irving, Texas
$200,000.00	December 21, 2000

	THIS CONVERTIBLE PROMISSORY NOTE (the
"Note") is a duly authorized Convertible Promissory Note of
PopMail.com., inc., a corporation duly organized and existing under the laws of
the State of Minnesota (the "Company"), designated as its 12%
Convertible Promissory Note Due January 5, 2002, in an aggregate principal
amount not exceeding U.S. $200,000 (the "Note").

	FOR VALUE RECEIVED, the Company promises to pay to
The Shaar Fund Ltd. ("Holder"), in lawful money of the United
States of America, the principal sum of Two Hundred Thousand Dollars
($200,000.00), together with interest in arrears on the unpaid principal balance
at a rate equal to Twelve Percent (12%) per annum, in the manner provided below.
Interest shall be calculated on the basis of a 360-day year of twelve 30-day
months and accrued on a daily basis for the actual number of days elapsed from
the date hereof on the principal balance from time to time outstanding as
hereinafter provided.

1.	Payments.

 	1.1	Principal and Interest. Accrued interest
under this Note shall be due and payable in quarterly installments on February
1, 2001, May 1, 2001, August 1, 2001 and November 1, 2001 and the entire
outstanding principal balance of the Note, together with all accrued but unpaid
interest thereon, shall be due and payable in full on January 5, 2002 (the
"Maturity Date"). Notwithstanding anything to the contrary
contained herein, upon Holder's consent, which shall be made in its sole and
absolute discretion, Company may pay any portion of the quarterly installments
of accrued interest payable hereunder with shares of Company's common stock, par
value $.01 per share (the "Common Stock").  The value of the
Common Stock used to pay any such quarterly installments of accrued interest
shall be determined by the closing sale price of the Common Stock as reported by
Nasdaq on the preceding trading day before the quarterly installment is
paid.

1.2	Manner of Payment.  Except as otherwise
provided herein, all payments of principal and interest on this Note shall be
made in immediately available funds.  If any payment of principal or interest on
this Note is due on a day which is not a Business Day, such payment shall be due
on the next succeeding Business Day, and such extension of time shall not be
taken into account in calculating the amount of interest payable under this
Note.  "Business Day" means any day other than a Saturday,
Sunday or legal holiday in the State of New York.

1.3	Prepayment.  The Company may, without premium
or penalty, at any time and from time to time, prepay all or any portion of the
outstanding principal balance due under this Note, provided that each such
prepayment is accompanied by the accrued interest on the amount of principal
prepaid calculated to the date of such prepayment.  The Company shall provide
Holder with not less than fifteen (15) days written notice prior to such
prepayment.  In the event a transaction described in Section 4.3 hereof is
contemplated prior to or contemporaneous with prepayment, said written notice
shall include the information specified in the notice made pursuant to Section
4.3 hereof.  
1.4	Default Interest.  Upon the occurrence of an
Event of Default (as defined below), this Note shall accrue interest at a
default rate of interest equal to the lesser of 18% per annum or the maximum
rate permitted under New York Law.

2.	Default.

	2.1	Event of Default.  The occurrence of any
one or more of the following events with respect to Company shall, upon 30 days'
written notice to the Company, constitute an event of default hereunder
("Event of Default") provided that, the events set forth in
Sections 2.1(a), 2.1(b), 2.1(c) and 2.1(d) shall constitute an Event of Default
immediately upon their occurrence and Lender shall not be required to provide
the 30 days written notice for any such event:

(a)	If Company shall fail to pay when due any payment of
principal or interest or other amount due on this Note.

(b)	If, pursuant to or within the meaning of the United
States Bankruptcy Code or any other federal or state law relating to insolvency
or relief of debtors (a "Bankruptcy Law"), the Company shall
(i) commence a voluntary case or proceeding; (ii) consent to the entry of an
order for relief against it in an involuntary case; (iii) consent to the
appointment of a trustee, receiver, assignee, liquidator or similar official;
(iv) make an assignment for the benefit of its creditors; or (v) admit in
writing its inability to pay its debts as they become due.







If a court of competent jurisdiction enters an order or
decree under any Bankruptcy Law that (i) is for relief against the Company in an
involuntary case, (ii) appoints a trustee, receiver, assignee, liquidator or
similar official for the Company or substantially all of the Company=s
properties, or (iii) orders the liquidation of the Company, and in each case the
order or decree is not dismissed within  30 days.





	(d)  	If an event of default occurs as defined in that
certain Loan Agreement executed on or about December 21, 2000 by and between the
Company, Holder, the Company's subsidiaries and SDK Investments, Inc. (the
"Loan Agreement") or an event of default occurs as defined in
any of the Loan Documents, regardless of whether or not such event of default is
caused by Company or any of its subsidiaries or affiliates who are a party to
the Loan Agreement or the Loan Documents.

	(e) 	A breach of any obligation or covenant of Company
set forth in this Note.







Any representation or warranty made in writing to
Holder by Company made in this Note or in connection with the making of the Loan
shall prove at any time to have been incorrect or materially misleading when
made.








Notice by the Company. The Company shall notify
Holder in writing within five days after the occurrence of any Event of Default
of which the Company acquires knowledge.

Remedies.  Upon the occurrence of any Event
of Default hereunder as above provided, and at any time thereafter, all
principal, interest and other amounts payable under this Note shall, at the
option of Holder, become immediately due and payable without presentment,
demand, protest or other notice of any kind, all of which are expressly waived
by Company.  Holder may proceed with every remedy available at law or in equity
or provided for in the Loan Documents or in any other document executed in
connection with the Loan, in such order or sequence as Holder may determine in
its sole discretion, including concurrently, independently, or successively, and
all expenses incurred by Holder in connection with any remedy shall be deemed
indebtedness of Company to Holder including, but not limited to, reasonable
attorneys' fees incurred by Holder.



3.	Conversion.




Holder Conversion.  









The Holder shall have the right, at the Holder's option,
at any time prior to payment in full of the principal balance of this Note, to
convert this Note, in accordance with the provisions of Section 3.2 hereof, in
whole or in part, into fully paid and nonassessable shares of Common Stock (the
"Common Stock") of the Company.  The number of shares of Common
Stock into which this Note may be converted ("Conversion
Shares") shall be determined by dividing: [A] the sum of (i) the
outstanding principal amount of the Note to be converted, (ii) all accrued
interest thereon to the date of conversion, and (iii) all other indebtedness
Company owes Holder under this Note, by [B] the amount equal to 140% of the
"Market Price" of the Common Stock (the "Conversion
Price"). 





 		(b) 	Notwithstanding Section 3.1(a), in the event
that Company has paid any amount it owes to Holder pursuant to this Note
("Partial Payment"), then from the date of the Partial Payment
for a period of 90 days, Holder shall have the right to purchase at a strike
price equal to the Conversion Price (the "Purchase Price") a
certain number of shares of the Common Stock (the "Purchase
Right").  The number of shares of Common Stock that Holder may purchase
shall be determined by dividing the Partial Payment by the Conversion Price.
For purposes of this Note, any shares of Common Stock that Holder purchases
pursuant to its Purchase Right shall be considered Conversion Shares.  The
Purchase Right may be exercised by Holder, in whole or in part, by written
notice to the Company, together with payment by Holder to the Company of the
Purchase Price in immediately available funds.

3.2	Conversion Procedure.

(a)	Notice of Conversion and Purchase Right
Pursuant to Section 3.1.  Before the Holder shall be entitled to convert
this Note into shares of Common Stock, it shall surrender this Note at the
office of the Company and shall give written notice  in the form attached hereto
as Exhibit A (the "Holder Conversion Notice") to the
Company at its principal corporate office, of the election to convert all or a
portion of this Note pursuant to Section 3.1(a).  If this Note is converted in
part only, the Company shall execute and deliver a new note to the Holder
thereof in the principal amount equal to the portion of this Note not so
converted.  Before the Holder may exercise its Purchase Right, it shall give
written notice to the Company at its principal corporate office, of its exercise
of its Purchase Right pursuant to Section 3.1(b) prior to the expiration of the
90-day period the Purchase Right is available.







Mechanics and Effect of Conversion.  No
fractional shares of Common Stock shall be issued upon conversion of this Note
or exercise of the Purchase Right.  Upon the conversion of this Note pursuant to
Section 3.1(a) above, the Holder shall surrender this Note, duly endorsed, at
the principal office of the Company.  At its expense, the Company shall, as soon
as practicable after receiving the Holder Conversion Notice or notice of
Holder's exercise of its Purchase Right, issue and deliver to such Holder at
such principal office a certificate or certificates for the number of shares of
Common Stock to which the Holder shall be entitled upon such conversion or
purchase (bearing such legends as are required by the Loan Agreement or
applicable state and federal securities laws in the opinion of counsel to the
Company), together with a new note for the principal amount of the Note that was
not converted, if any.  Upon conversion of all or a portion of this Note, the
Company shall be forever released from all its obligations and liabilities under
this Note, to the extent of the principal amount so converted.

Market Price.  The term "Market
Price" shall mean the lower of (i) the lowest trade of the Company's
Common Stock as reported by Nasdaq or (ii) the lowest price for which the
Company sells a share of Common Stock, each determined during the period
commencing thirty (30) days prior to the date of the Closing and ending thirty
(30) days after the date of the Closing.  





3.3	Limitations on Conversion.  Unless the Company
shall have obtained the approval of its voting shareholders to such issuance in
accordance with the rules of Nasdaq or any other stock market rules with which
the Company shall be required to comply, but only to the extent required
thereby, the Company shall not issue shares of its Common Stock (i) upon
conversion of any of the principal sum outstanding hereunder, or (ii) as
interest on the principal sum due hereunder, if such issuance of Common Stock,
when added to the number of shares of Common Stock previously issued by the
Company (x) upon conversion of the principal sum due under the Note and (y) in
payment of interest due under the Note, would equal or exceed 20 percent of the
number of shares of the Company's Common Stock that were issued and outstanding
on the date hereof (the "Maximum Issuance Amount").  In the
event that a properly executed Holder Conversion Notice is received by the
Company which would require the Company to issue shares of Common Stock equal to
or in excess of the Maximum Issuance Amount, the Company shall honor such
conversion request by (a) converting the amount of the principal and interest
stated in such conversion notice that is not in excess of the Maximum Issuance
Amount and (b) paying the remaining principal and interest due requested by
Holder to be converted; provided that, Company shall first use its best efforts
to obtain as soon as practicable after obtaining a Holder Conversion Notice the
approval of its voting shareholders to issue Conversion Shares in excess of the
Maximum Issuance Amount.

4.	Anti-Dilution Adjustments.

4.1	Adjustments for Stock Splits and Subdivisions.
In the event the Company should at any time or from time to time after the date
of issuance hereof fix a record date for the effectuation of a split or
subdivision of the outstanding shares of Common Stock or the determination of
holders of Common Stock entitled to receive a dividend or other distribution
payable in additional shares of Common Stock or other securities or rights
convertible into, or entitling the holder thereof to receive directly or
indirectly, additional shares of Common Stock (hereinafter referred to as
"Common Stock Equivalents") without payment of any consideration by
such holder for the additional shares of Common Stock or the Common Stock
Equivalents (including the additional shares of Common Stock issuable upon
conversion or exercise thereof), then, as of such record date (or the date of
such dividend distribution, split or subdivision if no record date is fixed),
the Conversion Price of this Note shall be appropriately decreased so that the
number of shares of Common Stock issuable upon conversion of this Note shall be
increased in proportion to such increase of outstanding shares.

4.2	Adjustments for Reverse Stock Splits. 
If the number of shares of Common Stock outstanding at any time after the date
hereof is decreased by a combination of the outstanding shares of Common Stock
through a reverse stock split, then, following the record date of such
combination, the Conversion Price for this Note shall be appropriately increased
so that the number of shares of Common Stock issuable on conversion of this Note
shall be decreased in proportion to such decrease in outstanding shares.

4.3	Adjust for Reorganization, Reclassification, Merger
and Sale.  If any capital reorganization or reclassification of the capital
stock of the Company, or consolidation or merger of the Company with another
corporation, or the sale of all or substantially all of its assets to another
corporation shall be effected in such a way that holders of the Company's Common
Stock shall be entitled to receive stock, securities or assets with respect to
or in exchange for such common shares, then, as a condition of such
reorganization, reclassification, consolidation, merger or sale, the Holder
shall have the right to convert and receive upon the basis and upon the terms
and conditions specified in this Note and in lieu of the shares of the Common
Stock of the Company immediately theretofore convertible and receivable upon the
exercise of the rights represented hereby, such shares of stock, other
securities or assets as would have been issued or delivered to the Holder as if
it had exercised this Note and had received such shares of common stock prior to
such reorganization, reclassification, consolidation, merger or sale.  The
Company shall not effect any such consolidation, merger or sale, unless prior to
the consummation thereof the successor corporation (if other than the Company)
resulting from such consolidation or merger or the corporation purchasing such
assets shall assume by written instrument executed and mailed to the registered
Holder of this Note at the last address of such Holder appearing on the books of
the Company, the obligation to deliver to such Holder such shares of stock,
securities or assets as, in accordance with the foregoing provisions, such
Holder may be entitled to convert.

4.4	Other Adjustment.  If the Company takes
any other action, or if any other event occurs which does not come within the
scope of the provisions of Sections 4.1 through 4.3, but which should result in
an adjustment in the Conversion Price and/or the number of shares subject to
this Note in order to fairly protect the purchase rights of the Holder, an
appropriate adjustment in such purchase rights shall be made by the Company.

4.5	Reservation of Stock Issuable Upon Conversion.
The Company shall at all times reserve and keep available out of its authorized
but unissued shares of Common Stock solely for the purpose of effecting the
issuance of the Conversion Shares such number of its shares of Common Stock as
shall from time to time be sufficient to issue the Conversion Shares; and if at
any time the number of authorized but unissued shares of Common Stock shall not
be sufficient to effect the issuance of the Conversion Shares,  in addition to
such other remedies as shall be available to the holder of this Note, the
Company will use its best efforts to take such corporate action as may, in the
opinion of Holder's counsel, be necessary to increase its authorized but
unissued shares to such number of shares as shall be sufficient for such
purposes.

5.	Miscellaneous.

5.1	Waiver.  The rights and remedies of Holder
under this Note shall be cumulative and not alternative.  No waiver by Holder of
any right or remedy under this Note shall be effective unless in a writing
signed by Holder.  Neither the failure nor any delay in exercising any right,
power or privilege under this Note will operate as a waiver of such right, power
or privilege and no single or partial exercise of any such right, power or
privilege by Holder will preclude any other or further exercise of such right,
power or privilege or the exercise of any other right, power or privilege.  To
the maximum extent permitted by nonwaivable applicable law, (a) no claim or
right of Holder arising out of this Note can be discharged by Holder, in whole
or in part by a waiver or renunciation of the claim or right unless in a
writing, signed by Holder; (b) no waiver that may be given by Holder will be
applicable except in the specific instance for which it is given; and (c) no
notice to or demand on the Company will be deemed to be a waiver of any
obligation of the Company or of the right of Holder to take further action
without notice or demand as provided in this Note.  The Company hereby waives
presentment, demand, protest and notice of dishonor and protest.

5.2	Notices.  The Company shall give any notice
required or permitted to be given hereunder to the Holder or the Holder to the
Company in accordance with the Loan Agreement. 

5.3	Severability.  If any court of competent
jurisdiction holds any provision in this Note invalid or unenforceable, the
other provisions of this Note will remain in full force and effect. Any
provision of this Note held invalid or unenforceable only in part or degree will
remain in full force and effect to the extent not held invalid or
unenforceable.

5.4	Governing Law.  This Note will be governed by
the laws of the State of New York without regard to conflicts of laws
principles.

5.5	Parties in Interest; Assignment.  This Note
shall bind the Company and its successors and assigns.  Subject to the
provisions of the legend on this Note, the Holder may assign this Note upon
providing Company notice of such assignment.




Section Headings, Construction.  The headings of
Sections in this Note are provided for convenience only and will not affect its
construction or interpretation.  All references to "Section" or
"Sections" refer to the corresponding Section or Sections of this Note
unless otherwise specified.



5.7  	Capitalized Terms.  All capitalized terms
used in this Note and not defined herein shall have the same meaning as in the
Loan Agreement.  
	5.8	Gender.  All words used in this Note will
be construed to be of such gender or number, as the circumstances require.
Unless otherwise expressly provided, the words "hereof" and
"hereunder" and similar references refer to this Note in its entirety
and not to any specific section or subsection hereof.

	5.9 	 JURY WAIVER.  THE UNDERSIGNED AND HOLDER
(BY ITS ACCEPTANCE HEREOF) HEREBY VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND
UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY
DISPUTE (WHETHER BASED UPON CONTRACT TORT OR OTHERWISE) BETWEEN OR AMONG THE
UNDERSIGNED AND HOLDER ARISING OUT OF OR IN ANY WAY RELATED TO THIS DOCUMENT,
ANY OTHER RELATED DOCUMENT, OR ANY RELATIONSHIP BETWEEN HOLDER AND THE
UNDERSIGNED.  THIS PROVISION IS A MATERIAL INDUCEMENT TO HOLDER TO PROVIDE THE
FINANCING DESCRIBED HEREIN OR IN THE OTHER LOAN DOCUMENTS.

5.10	Jurisdiction.  Company, by its execution
hereof (i) hereby irrevocably submits to the exclusive jurisdiction of the State
of New York and to the exclusive jurisdiction of the United States District
Court for the Southern District of New York for the purpose of any suit, action
or other proceeding arising out of or based upon this Note, the Loan Agreement
or any Loan Document or the subject matter hereof or thereof brought by Holder
or its successors or assigns, and (ii) agrees not to assert, by way of motion,
as a defense or otherwise, in any such proceeding, any claim that Company is not
subject personally to the jurisdiction of the above-named courts, that Company's
property is exempt or immune from attachment or execution, that any such
proceeding brought in one of the above-named courts is brought in an
inconvenient forum, that the venue of any such proceeding brought in one of the
above-named courts in improper, or that this Note, the Loan Agreement or any
Loan Document, or the subject matter hereof or thereof, may not be enforced in
or by such court.

CONFESSION OF JUDGMENT.  UPON AN EVENT OF DEFAULT,
COMPANY HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY-AT-LAW TO APPEAR
IN ANY COURT OF RECORD AND TO CONFESS JUDGMENT AGAINST COMPANY FOR THE UNPAID
AMOUNT OF THIS NOTE, PLUS ATTORNEYS' FEES AS PROVIDED IN THIS NOTE, PLUS COSTS
OF SUIT, AND TO RELEASE ALL ERRORS, AND WAIVE ALL RIGHTS OF APPEAL.   IF A COPY
OF THE NOTE, VERIFIED BY AN AFFIDAVIT, SHALL HAVE BEEN FILED IN THE PROCEEDING,
IT WILL NOT BE NECESSARY TO FILE THE ORIGINAL AS A WARRANT OF ATTORNEY.  COMPANY
WAIVES THE RIGHT TO ANY STAY OF EXECUTION AND THE BENEFIT OF ALL EXEMPTION LAWS
NOW OR HEREAFTER IN EFFECT. NO SINGLE EXERCISE OF THE FOREGOING WARRANT AND
POWER TO CONFESS JUDGMENT WILL BE DEEMED TO EXHAUST THE POWER, WHETHER OR NOT
ANY SUCH EXERCISE SHALL BE HELD BY ANY COURT TO BE INVALID, VOIDABLE, OR VOID;
BUT THE POWER WILL CONTINUE UNDIMINISHED AND MAY BE EXERCISED FROM TIME TO TIME
AS HOLDER MAY ELECT UNTIL ALL AMOUNTS OWING ON THIS NOTE HAVE BEEN PAID IN
FULL.

WARNING - BY SIGNING THIS PAPER YOU GIVE UP YOUR
RIGHT TO NOTICE AND COURT TRIAL.  IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY
BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN
BE USED TO COLLECT FROM REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE
CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY
WITH THE AGREEMENT, OR ANY OTHER CAUSE.


IN WITNESS WHEREOF, the Company has executed and
delivered this Note as of the date first stated above.

POPMAIL.COM, INC.


By:______________________________
Title:____________________________



Acknowledged and agreed to this 
21st day of December, 2000.


THE SHAAR FUND LTD.,



By:	Shaar Advisory Services, N.V.

 (the advisor to The Shaar Fund Ltd.)


By:  						


Name:   W. J. Langeveld

Title:      Managing Director





	EXHIBIT A



NOTICE OF CONVERSION
AT THE ELECTION OF THE HOLDER

(To Be Signed Only Upon Conversion of Note)


TO POPMAIL.COM, INC.

The undersigned, the holder of the foregoing Note, hereby
surrenders such Note for conversion into shares of Common Stock of POPMAIL.COM,
INC., to the extent of $_____ of the unpaid principal amount of such Note, and
requests that the certificates for such shares be issued  in  the  name  of,
and  delivered  to,  ______________  whose  address  is
________________________________.  


Dated: __________________________________



_________________________________














 (Signature must conform in all respects to 













name of holder as specified on the face of 
the Note)



_________________________________
(Address)


EX-10.62
34
exh1062.htm
EXHIBIT











Exhibit 10.62


AMENDMENT NO. 2 TO THE LOAN AGREEMENT AND NOTES


	This Amendment No. 2 to the Loan Agreement and Notes is entered into
on February 8, 2001 by and among GSI Ventures, LLC, an Ohio limited liability
company ("Lender") PopMail.com, inc., a Minnesota corporation (the
"Borrower"), SDK Investments, Inc., an Ohio corporation ("SDKI"),
PopMail Network, Inc., a Texas corporation ("PNI"), Fan Asylum, Inc., a
California corporation ("FAI"), Café Odyssey, LLC, a Minnesota
limited liability company ("COL") to amend (i) that certain Loan
Agreement dated December 1, 2000, as amended on December 8, 2000, by and between
the parties hereto, and (ii) the Notes (as defined below). 

	In consideration of the mutual covenants and agreements contained herein
and other good and valuable consideration, the receipt, sufficiency and adequacy
of which are hereby acknowledged, the parties hereby covenant and agree as
follows:



Amendment to Agreement. The parties do hereby agree to amend the
Agreement as follows:



New Section 2.4.  A new Section 2.4 is hereby added to the Agreement
immediately following Section 2.3 and reads as follows:








Particular Provisions in the Warrants.  The Lender Warrant issued
pursuant to this Agreement shall include a provision that, at the sole
discretion of the Lender, allows for the issuance of shares of Common Stock to
the members of the Lender upon exercise of the Lender Warrant. All Warrants
issued pursuant to this Agreement shall have a provision substantially similar
to the following:





Notwithstanding anything herein to the contrary, in no event shall the
holder be permitted to exercise this Warrant for shares of Common Stock to the
extent that (x) the number of shares of Common Stock beneficially owned by such
Holder (other than shares of Common Stock issuable upon exercise of this
Warrant) plus (y) the number of shares of Common Stock issuable upon exercise of
this Warrant, would be equal to or exceed 4.9% of the number of shares of Common
Stock then issued and outstanding, including shares issuable upon exercise of
this Warrant held by such holder after application of this Section ___.  As used
herein, beneficial ownership shall be determined in accordance with Section
13(d) of the Exchange Act.  To the extent that the limitation contained in this
Section ___ applies, the determination of whether this Warrant is exercisable
(in relation to other securities owned by the holder) and of which a portion of
this Warrant is exercisable shall be in the sole discretion of such holder, and
the submission of a Notice of Exercise shall be deemed to be such holder's
determination of whether this Warrant is exercisable (in relation to other
securities owned by such holder) and of which portion of this Warrant is
exercisable, in each case subject to such aggregate percentage limitation, and
the Company shall have no obligation to verify or confirm the accuracy of such
determination.  Nothing contained herein shall be deemed to restrict the right
of a holder to exercise this Warrant into shares of Common Stock at such time as
such exercise will not violate the provisions of this Section ___.  The
provisions of this Section ___ may be waived by the Holder of this Warrant upon,
at the election of the Holder, with 61 days' prior notice to the Company, and
the provisions of this Section ___ shall continue to apply until such
61st day (or such later date as may be specified in such notice of
waiver).  No exercise of this Warrant in violation of this Section ___ but
otherwise in accordance with this Warrant shall affect the status of the Common
Stock issued upon such exercise as validly issued, fully-paid and
nonassessable.






New Section 1.7.  A new Section 1.7 is added to the Agreement
immediately following Section 1.6,  and  reads as follows:





Limitations on Issuance of Common Stock.  The Notes issued pursuant to
this Agreement shall include a provision substantially similar to the
following:


Notwithstanding anything herein to the contrary, in no event shall the
Holder be permitted to receive Conversion Shares upon exercising its conversion
rights or Common Stock as payment for accrued interest on this Note
(collectively referred to as "Conversion Rights") to the extent that
(x) the number of shares of Common Stock beneficially owned by the Holder (other
than shares of Common Stock issuable upon exercise of Holder's Conversion
Rights) plus (y) the number of shares of Common Stock issuable upon exercise of
the Holder's Conversion Rights, would be equal to or exceed 4.9% of the number
of shares of Common Stock then issued and outstanding, including shares issuable
upon exercise of the Holder's Conversion Rights after application of this
Section ___.  As used herein, beneficial ownership shall be determined in
accordance with Section 13(d) of the Securities Exchange Act of 1934 (the
"Exchange Act").  To the extent that the limitation contained in this
Section ___ applies, the determination of whether Holder may exercise its
Conversion Rights (in relation to other securities owned by the Holder) and of
which a portion of the Conversion Rights are exercisable shall be in the sole
discretion of the Holder, and the submission of a Holder Conversion Notice (or
written notice in the case of payment of accrued interest in shares of Common
Stock) shall be deemed to be the Holder's determination of whether the
Conversion Rights are exercisable (in relation to other securities owned by the
Holder) and of which portion of the Conversion Rights are exercisable, in each
case subject to such aggregate percentage limitation, and the Company shall have
no obligation to verify or confirm the accuracy of such determination.  Nothing
contained herein shall be deemed to restrict the right of the Holder to exercise
its Conversion Rights at such time as such exercise will not violate the
provisions of this Section ___.  The provisions of this Section ___ may be
waived by the Holder upon, at the election of the Holder, 61 days' prior notice
to the Company, and the provisions of this Section ___ shall continue to apply
until such 61st day (or such later date as may be specified in such
notice of waiver).  No exercise of the Conversion Rights in violation of this
Section ___ but otherwise in accordance with this Note shall affect the status
of the Common Stock issued upon such exercise as validly issued, fully-paid and
nonassessable.


Amendment To Notes.  Those certain series of Convertible Promissory
Notes With Cognovit Provision issued by the Company pursuant to the Agreement
and dated December 1, 2000 in the amount of $400,000, December 8, 2000 in the
amount of $100,000, December 13, 2000 in the amount of $100,000 and December 15,
2000 in the amount of $100,000 (collectively the "Notes" or
individually as a "Note") are hereby amended as follows:





New Section 3.4.  A new Section 3.4 is added to the Notes immediately
following Section 3.3, which shall read as follows:

Limitations on Issuance of Common Stock.  Notwithstanding anything
herein to the contrary, in no event shall the Holder be permitted to receive
Conversion Shares upon exercising its conversion rights or Common Stock as
payment for accrued interest on this Note (collectively referred to as
"Conversion Rights") to the extent that (x) the number of shares of
Common Stock beneficially owned by the Holder (other than shares of Common Stock
issuable upon exercise of Holder's Conversion Rights) plus (y) the number of
shares of Common Stock issuable upon exercise of the Holder's Conversion Rights,
would be equal to or exceed 4.9% of the number of shares of Common Stock then
issued and outstanding, including shares issuable upon exercise of the Holder's
Conversion Rights after application of this Section 3.4.  As used herein,
beneficial ownership shall be determined in accordance with Section 13(d) of the
Securities Exchange Act of 1934 (the "Exchange Act").  To the extent
that the limitation contained in this Section 3.4 applies, the determination of
whether Holder may exercise its Conversion Rights (in relation to other
securities owned by the Holder) and of which a portion of the Conversion Rights
are exercisable shall be in the sole discretion of the Holder, and the
submission of a Holder Conversion Notice (or written notice in the case of
payment of accrued interest in shares of Common Stock) shall be deemed to be the
Holder's determination of whether the Conversion Rights are exercisable (in
relation to other securities owned by the Holder) and of which portion of the
Conversion Rights are exercisable, in each case subject to such aggregate
percentage limitation, and the Company shall have no obligation to verify or
confirm the accuracy of such determination.  Nothing contained herein shall be
deemed to restrict the right of the Holder to exercise its Conversion Rights at
such time as such exercise will not violate the provisions of this Section 3.4.
The provisions of this Section 3.4 may be waived by the Holder upon, at the
election of the Holder, 61 days' prior notice to the Company, and the provisions
of this Section 3.4 shall continue to apply until such 61st day (or
such later date as may be specified in such notice of waiver).  No exercise of
the Conversion Rights in violation of this Section 3.4 but otherwise in
accordance with this Note shall affect the status of the Common Stock issued
upon such exercise as validly issued, fully-paid and nonassessable.

Section 3.2(c).  Section 3.2(c) is hereby amended and superceded in
its entirety with the following:



(c)	Market Price.  The term "Market Price" shall mean
$.125.


Capitalized Terms.  All capitalized terms not otherwise defined
herein shall have the same meaning as in the Agreement or the Notes.

<SIGNATURE PAGE TO FOLLOW>

In Witness Whereof, the parties hereto have executed this Amendment No 2 to
the Loan Agreement and Notes as of the date first written above.

BORROWER:
POPMAIL.COM, INC., 

By:						

Its:___________________________

PMI:
POPMAIL NETWORK, INC.

By:						

Its:___________________________

LENDER:
GSI VENTURES, LLC,

By: SDK INVESTMENTS, INC., Manager
By:___________________________________
Stephen D. King
President

FAI:
FAN ASYLUM, INC.

By:						

Its:___________________________

SDKI:
SDK INVESTMENTS, INC., 

By:						

Stephen D. King
President

COL:
CAFE ODYSSEY, LLC

By:						

Its:___________________________






















EX-10.63
35
exh1063.htm
EXHIBIT











Exhibit 10.63


	STOCK PURCHASE AGREEMENT


	BETWEEN


	TIM McQUAID 


	AND


	PopMail.com, inc.



	February 14, 2001





	STOCK PURCHASE AGREEMENT

This Agreement entered into as of February 14, 2001, by and among
PopMail.com, inc., a Minnesota corporation ("Seller" and/or
"Shareholder"), and Tim McQuaid ("Buyer"). The Seller and
Buyer are referred to collectively herein as the "Parties," and
individually as a "Party."

The Seller owns all of the outstanding capital stock of Fan Asylum, Inc., a
California corporation (the "Target").

This Agreement contemplates a transaction in which the Buyer will purchase
from the Seller, and the Seller will sell to the Buyer, all of the outstanding
capital stock of the Target in return for cash and the other consideration set
forth herein.


1. Definitions.


"Adverse Consequences" means all actions, suits, proceedings,
hearings, investigations, charges, complaints, claims, demands, injunctions,
judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs,
reasonable amounts paid in settlement, liabilities, obligations, taxes, liens,
losses, expenses, and fees, including court costs and reasonable attorneys' fees
and expenses.

"Affiliate" has the meaning set forth in Rule 12b-2 of the regulations
promulgated under the Securities Exchange Act.

"Affiliated Group" means any affiliated group within the meaning of
Code  1504(a) or any similar group defined under a similar provision of state,
local or foreign law.

"Allocable Portion" means with respect to the share of any Seller in a
particular amount that fraction equal to the number of Target Shares the Seller
holds as set forth in  4(b) of the Disclosure Schedule over the total number of
outstanding Target Shares.

"Buyer" has the meaning set forth in the preface above.




"Cash" means cash and cash equivalents (including marketable
securities and short term investments) calculated in accordance with GAAP
applied on a basis consistent with the preparation of the Financial
Statements.

"Closing" has the meaning set forth in  2(f) below.

"Closing Date" has the meaning set forth in  2(f) below.

"COBRA" means the requirements of Part 6 of Subtitle B of Title I of
ERISA and Code  4980B.

"Code" means the Internal Revenue Code of 1986, as amended.

"Confidential Information" means any information concerning the
businesses and affairs of the Target that is not already generally available to
the public.

"Employee Benefit Plan" means any (a) nonqualified deferred
compensation or retirement plan or arrangement, (b) qualified defined
contribution retirement plan or arrangement which is an Employee Pension Benefit
Plan, (c) qualified defined benefit retirement plan or arrangement which is an
Employee Pension Benefit Plan (including any Multiemployer Plan), or (d)
Employee Welfare Benefit Plan or material fringe benefit or other retirement,
bonus, or incentive plan or program.

"Employee Pension Benefit Plan" has the meaning set forth in ERISA
 3(2).

"Employee Welfare Benefit Plan" has the meaning set forth in ERISA
 3(1).

"Environmental, Health, and Safety Requirements" shall mean all
federal, state, local and foreign statutes, regulations, and ordinances
concerning public health and safety, worker health and safety, and pollution or
protection of the environment, including without limitation all those relating
to the presence, use, production, generation, handling, transportation,
treatment, storage, disposal, distribution, labeling, testing, processing,
discharge, release, threatened release, control, or cleanup of any hazardous
materials, substances or wastes, as such requirements are enacted and in effect
on or prior to the Closing Date.

"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

"ERISA Affiliate" means each entity which is treated as a single
employer with Seller for purposes of Code  414.
"GAAP" means United States generally accepted accounting principles as
in effect from time to time.

"Income Tax" means any federal, state, local, or foreign income tax,
including any interest, penalty, or addition thereto, whether disputed or
not.

"Income Tax Return" means any return, declaration, report, claim for
refund, or information return or statement relating to Income Taxes, including
any schedule or attachment thereto.

"Knowledge" means actual knowledge without independent investigation.

"Multiemployer Plan" has the meaning set forth in ERISA  3(37).

"Ordinary Course of Business" means the ordinary course of business
consistent with part custom and practice (including with respect to quantity and
frequency).

"Party" has the meaning set forth in the preface above.

"PBGC" means the Pension Benefit Guaranty Corporation.

"Person" means an individual, a partnership, a corporation, an
association, a joint stock company, a trust, a joint venture, an unincorporated
organization, or a governmental entity (or any department, agency, or political
subdivision thereof).

"Purchase Price" has the meaning set forth in  2(b) below.

"Reportable Event" has the meaning set forth in ERISA  4043.

"Securities Act" means the Securities Act of 1933, as amended.

"Securities Exchange Act" means the Securities Exchange Act of 1934,
as amended.

"Security Interest" means any mortgage, pledge, lien, encumbrance,
charge, or other security interest, other than (a) mechanic's, materialmen's,
and similar liens, (b) liens for taxes not yet due and payable or for taxes that
the taxpayer is contesting in good faith through appropriate proceedings, (c)
purchase money liens and liens securing rental payments under capital lease
arrangements, and (d) other liens arising in the Ordinary Course of Business and
not incurred in connection with the borrowing of money.

"Seller" has the meaning set forth in the preface above.

"Subsidiary" means any corporation with respect to which a specified
Person (or a Subsidiary thereof) owns a majority of the common stock or has the
power to vote or direct the voting of sufficient securities to elect a majority
of the directors.

"Target" has the meaning set forth in the preface above.

"Target Share" means any share of the Common Stock of the Target.

"Third Party Claim" has the meaning set forth in  8(d) below.

2. Purchase and Sale of Target Shares.


(a) Basic Transaction. On and subject to the terms and conditions of
this Agreement, the Buyer agrees to purchase from the Seller, the Seller agrees
to sell to the Buyer, all of its Target Shares for the consideration specified
below in this  2.

(b) Purchase Price. The Buyer agrees to pay to the Seller at the
Closing the "Purchase Price" by delivery of (i) $100,000 in cash by wire
transfer or other delivery of immediately available funds (disbursement of which
is subject to post-closing covenants as described herein), (ii) the forfeiture
of all rights to receive additional PopMail stock, beyond the 87,673 shares
purchased on or about October 12, 2000 which are currently in escrow and to
which he is currently entitled and (iii) the release of all claims against
Seller, Seller's subsidiaries, past and present officers and directors of Seller
and Seller's subsidiaries, and agents, attorneys, consultants and employees of
Seller.  In addition, (A) McQuaid shall not be entitled to the 280,000 earn-out
shares or any shares which would otherwise be issued in connection with his
reset rights under the agreement by which PopMail.com, inc. bought the shares of
Fan Asylum and (B) PopMail.com, inc. shall have a 15% carried interest in
Target, such that if Target shall be sold before January 31, 2004, PopMail.com,
inc. shall receive 15% of the net sales proceeds arising from the sale of
Target.

(c)  Liabilities of Target.  Buyer takes the stock of Target subject
to all the liabilities of Target as they existed as of the Closing Date.

(d)	Releases.  On Closing, Buyer shall release
Seller of any and all claims it may have up through the date of Closing of this
Agreement.  Seller shall release Buyer, Buyer's subsidiaries, past and present
officers and directors of Buyer and Buyer's subsidiaries, and agents, attorneys,
consultants and employees of Buyer of any and all claims it may have against
Buyer up through the date of Closing of this Agreement, including any rights
under the Covenant not to Compete contained in the  June 14, 2000 Stock Purchase
Agreement and/or Employment Agreement and/or Non-Compete Agreement between Tim
McQuaid and Popmail.com and Fan Asylum, Inc. (together, the "2000 Stock
Purchase Agreement").

(e)  Popmail Shares.  The 87,673 shares of
PopMail.com, inc. referenced in 2(b) above shall be released from escrow to
Buyer upon the Closing, and shall be included in the next registration statement
which PopMail.com, inc. prepares and be `locked up' (no public sale allowed) for
90 days from the Closing Date.  Provided, however, that if said registration
statement is not accepted, PopMail.com, inc. agrees to include said share on
each subsequent registration statement which it files for any stock of the same
class. 

(f) The Closing. The closing of the transactions
contemplated by this Agreement (the "Closing") shall take place at the
offices of McQuaid, Metzler, Bedford & Van Zandt, commencing at 5:00 p.m.
local time on or before February 15, 2001 or such other date as the Buyer and
Seller may mutually determine (the "Closing Date).

(g) Deliveries at the Closing. At the Closing, (i) the
Seller will deliver to the Buyer the various certificates, instruments, and
documents referred to in  7(a) below, (ii) the Buyer will deliver to the Seller
the various certificates, instruments, and documents referred to in  7(b) below,
(iii) the Seller will deliver to the Buyer stock certificates representing all
of his or its Target Shares, endorsed in blank or accompanied by duly executed
assignment documents, and will deliver all of Target's corporate and financial
records, and the releases of liens described in   3(a)(v) below, iv) the Buyer
will deliver to Seller the cash consideration specified in  2(b) above, and (v)
the Seller will deliver to the Buyer the shares of PopMail.com, inc. described
in  2(e) above. 

3. Representations and Warranties Concerning the
Transaction.


(a) Representations and Warranties of the Seller.
Seller represents and warrants to the Buyer that the statements contained in
this  3(a) are correct and complete as of the date of this Agreement and will be
correct and complete as of the Closing Date (as though made then and as though
the Closing Date were substituted for the date of this Agreement throughout this
 3(a)) with respect to himself or itself, except as set forth herein.

(i) Organization of Seller. Seller is a corporation
duly organized, validly existing, and in good standing under the laws of the
jurisdiction of its incorporation.

(ii) Authorization of Transaction. The Seller has full
power and authority (including, if the Seller is a corporation, full corporate
power and authority) to execute and deliver this Agreement and to perform his or
its obligations hereunder. This Agreement constitutes the valid and legally
binding obligation of the Seller, enforceable in accordance with its terms and
conditions. The Seller need not give any notice to, make any filing with, or
obtain any authorization, consent, or approval of any government or governmental
agency in order to consummate the transactions contemplated by this
Agreement.

(iii) Noncontravention. Other than the liens
specifically identified in  3(a)(v) below, neither the execution and the
delivery of this Agreement, nor the consummation of the transactions
contemplated hereby, will (A) violate any constitution, statute, regulation,
rule, injunction, judgment, order, decree, ruling, charge, or other restriction
of any government, governmental agency, or court to which the Seller is subject
or, if the Seller is a corporation, any provision of its charter or bylaws or
(B) conflict with, result in a breach of, constitute a default under, result in
the acceleration of, create in any party the right to accelerate, terminate,
modify, or cancel, or require any notice under any agreement, contract, lease,
license, instrument, or other arrangement to which the Seller is a party or by
which it is bound or to which any of its assets is subject.

(iv) Brokers' Fees. The Seller has no liability or
obligation to pay any fees or commissions to any broker, finder, or agent with
respect to the transactions contemplated by this Agreement for which the Buyer
could become liable or obligated.

(v) Target Shares. The Seller holds of record and owns
beneficially 1,000 Target Shares, free and clear of any restrictions on transfer
(other than restrictions under the Securities Act and state securities laws),
taxes, Security Interests, options, warrants, purchase rights, contracts,
commitments, equities, claims, and demands.  The Seller is not a party to any
option, warrant, purchase right, or other contract or commitment that could
require the Seller to sell, transfer, or otherwise dispose of any capital stock
of the Target (other than this Agreement). The Seller is not a party to any
voting trust, proxy, or other agreement or understanding with respect to the
voting of any capital stock of the Target.  In addition to, and not by way of
limitation of the foregoing, Seller specifically warrants that it will deliver
the Target Shares free and clear of any liens held or purported to be held by
the Shaar Fund Ltd., SDK Investments, GSI Ventures, LLC, or Stephen King or any
Affiliate of any of them.

(b) Representations and Warranties of the Buyer. Buyer
represents and warrants to the Seller that the statements contained in this
 3(b) are correct and complete as of the date of this Agreement and will be
correct and complete as of the Closing Date (as though made then and as though
the Closing Date were substituted for the date of this Agreement throughout this
 3(b)), except as set forth herein.


(i) Authorization of Transaction. The Buyer has full
power and to execute and deliver this Agreement and to perform his obligations
hereunder. This Agreement constitutes the valid and legally binding obligation
of the Buyer, enforceable in accordance with its terms and conditions. The Buyer
need not give any notice to, make any filing with, or obtain any authorization,
consent, or approval of any government or governmental agency in order to
consummate the transactions contemplated by this Agreement.

(ii) Noncontravention, Neither the execution and the
delivery of this Agreement, nor the consummation of the transactions
contemplated hereby, will (A) violate any constitution, statute, regulation,
rule, injunction, judgment, order, decree, ruling, charge, or other restriction
of any government, governmental agency, or court to which the Buyer is subject
or any provision of its charter or bylaws or (B) conflict with, result in a
breach of, constitute a default under, result in the acceleration of, create in
any party the right to accelerate, terminate, modify, or cancel, or require any
notice under any agreement, contract, lease, license, instrument, or other
arrangement to which the Buyer is a party or by which it is bound or to which
any of its assets is subject.

(iii) Brokers' Fees. Buyer has no liability or
obligation to pay any fees or commissions to any broker, finder, or agent with
respect to the transactions contemplated by this Agreement for which any Seller
could become liable or obligated.

(iv) Investment. The Buyer is not acquiring the Target
Shares with a view to or for sale in connection with any distribution thereof
within the meaning of the Securities Act.

4. Representations and Warranties Concerning the
Target. Subject to the representations and warranties given by the Selling
Shareholders in Article IV of the 2000 Stock Purchase Agreement being correct in
all material respects, Seller makes the following Representations and
Warranties:

(a) Organization, Qualification, and Corporate Power.
Target is a corporation duly organized, validly existing, and in good standing
under the laws of the jurisdiction of its incorporation. 

(b) Capitalization. The entire authorized capital
stock of the Target consists of ten million (10,000,000) Target Shares, of which
one thousand (1,000) Target Shares are issued and outstanding. All of the issued
and outstanding Target Shares have been duly authorized, are validly issued,
fully paid, and nonassessable, and are held of record by. There are no
outstanding or authorized options, warrants, purchase rights, subscription
rights, conversion rights, exchange rights, or other contracts or commitments
that could require the Target to issue, sell, or otherwise cause to become
outstanding any of its capital stock. There are no outstanding or authorized
stock appreciation, phantom stock, profit participation, or similar rights with
respect to the Target.

(c) Title to Tangible Assets. The Target has good and
marketable title to, or a valid leasehold interest in, the material tangible
assets it uses regularly in the conduct of its business.

(d) Tax Matters.  Seller will be responsible for all
state and federal Income Tax Returns that Target is or was required to file
while the Seller owned Target through the Closing Date, and has or will pay all
Income Taxes owing, except where the failure to file Income Tax Returns or to
pay Income Taxes would not have a material adverse effect on the financial
condition of the Target taken as a whole.  Seller covenants that it will not
report in any Income Tax Return or related filing any allocation to Target of
items of income or expenses that is not reflected on the books as maintained by
Target for the time that Seller has been the owner of Target's shares, except to
the extent that such allocation is required by the Code or regulations
thereunder. 

(e) Real Property.  Target owns no real estate, and
leases its current office property from Buyer.

(f) Intellectual Property.  Seller has not transferred
any of the intellectual property held by Target when it was acquired by Seller
to any party.  Any Intellectual Property held by Seller as of the date of
acquisition of Target by Seller, unless it has expired, lapsed or otherwise been
terminated through no fault of Seller, remains the property of Target.  
(g) Contracts. Seller has not caused Target to enter
into any contract not signed by Tim McQuaid.

(h) Litigation. To the Knowledge of Seller, other than
the case of Law and Cerreta v. McQuaid and Fan Asylum, Inc. (Civ. Case No.
314245, San Francisco Superior Court) there is no instance in which the Target
(i) is subject to any outstanding injunction, judgment, order, decree, ruling,
or charge or (ii) is a party to any action, suit, proceeding, hearing, or
investigation of, in, or before any court or quasi-judicial or administrative
agency of any federal, state, local, or foreign jurisdiction, except where the
injunction, judgment, order, decree, ruling, action, suit, proceeding, hearing,
or investigation would not have a material adverse effect on the financial
condition of the Target taken as a whole.

(i) Disclaimer of other Representations and
Warranties. Except as expressly set forth in Sections 2(e), 3 and this
Section 4, the Seller make no representation or warranty, express or implied, at
law or in equity, in respect of the Target, its Subsidiaries, or any of their
respective assets, liabilities or operations, including, without limitation,
with respect to merchantability or fitness for any particular purpose, and any
such other representations or warranties are hereby expressly disclaimed. Buyer
hereby acknowledges and agrees that, except to the extent specifically set forth
in Section 3 and this Section 4, the Buyer is purchasing the Target shares on an
"as-is, where-is" basis.

5. Pre-Closing Covenants. The Parties agree as follows
with respect to the period between the execution of this Agreement and the
Closing.

(a) General. Each of the Parties will use his or its
reasonable best efforts to take all action and to do all things necessary in
order to consummate and make effective the transactions contemplated by this
Agreement (including satisfaction, but not waiver, of the closing conditions set
forth in  7 below).

(b) Exclusivity. Seller will not (and the Seller will
not cause or permit Target to) solicit, initiate, or encourage the submission of
any proposal or offer from any Person relating to the acquisition of all or
substantially all of the capital stock or assets of Target (including any
acquisition structured as a merger, consolidation, or share exchange);
provided, however, that the Seller, the Target, and their directors and
officers will remain free to participate in any discussions or negotiations
regarding, furnish any information with respect to, assist or participate in, or
facilitate in any other manner any effort or attempt by any Person to do or seek
any of the foregoing to the extent their fiduciary duties may require.

6. Post-Closing Covenants. The Parties agree as
follows with respect to the period following the Closing.

(a) General. In case at any time after the Closing any
further action is necessary to carry out the purposes of this Agreement, each of
the Parties will take such further action (including the execution and delivery
of such further instruments and documents) as any other Party reasonably may
request, all at the sole cost and expense of the requesting Party (unless the
requesting Party is entitled to indemnification therefor under  8 below).

(b) Litigation Support. In the event and for so long
as any Party actively is contesting or defending against any action, suit,
proceeding, hearing, investigation, charge, complaint, claim, or demand in
connection with (i) any transaction contemplated under this Agreement or (ii)
any fact, situation, circumstance, status, condition, activity, practice, plan,
occurrence, event, incident, action, failure to act, or transaction on or prior
to the Closing Date involving Target, each of the other Parties shall cooperate
with him or it and his or its counsel in the defense or contest, make available
their personnel, and provide such testimony and access to their books and
records as shall be necessary in connection with the defense or contest, all at
the sole cost and expense of the contesting or defending Party (unless the
contesting or defending Party is entitled to indemnification therefor under  8
below).

(c) Funding.  (i) Any capital (or funding of any kind)
advanced to Target by Seller on or after January 31, 2001 and through the date
of Close shall be reimbursed to Seller at Closing. (ii) Buyer commits to
providing a minimum of $200,000 in funding to Target within 90 days of
Closing.

	(d) Disbursements from Escrows. So long as all other
conditions of this Agreement are satisfied, Buyer and Seller covenant to execute
escrow instructions at Closing which pertain to the escrow held by the law firm
of Maslon Edelman Borman & Brand, LLP (the "Escrow Agent")
instructing the Escrow Agent to disburse $50,000 of $100,000 in its possession
to Seller and to hold the remaining $50,000 in accordance with this Section
6(d). Buyer shall thereafter cause Target to endeavor to secure a suitable fan
club contract with Aerosmith. Seller shall file a registration statement which
includes Buyer's 87,673 shares of PopMail.com, inc. described in sections 2(b)
and 2(e) above. If and only if a contract with Aerosmith is secured, and said
registration statement is filed, both to be consummated no later than 60 days
following the Closing, then Buyer and Seller covenant to execute further escrow
instructions  to the Escrow Agent instructing it to disburse the remaining
$50,000 of $100,000 in its possession to Seller. If either condition is not
satisfied within 60 days following the Closing, then the Escrow Agent shall
return the remaining $50,000 in funds in its possession to Buyer, and Buyer
shall have no further obligation 
to Seller.


7. Conditions to Obligation to Close.


(a) Conditions to Obligation of the Buyer. The
obligation of the Buyer to consummate the transactions to be performed by it in
connection with the Closing is subject to satisfaction of the following
conditions:

(i) the representations and warranties set forth in  3(a) and
 4 above shall be true and correct in all material respects at and as of the
Closing Date;

(ii) the Seller shall have performed and complied with all of
its covenants hereunder in all material respects through the Closing;

(iii) there shall not be any injunction, judgment, order,
decree, ruling, or charge in effect preventing consummation of any of the
transactions contemplated by this Agreement;

(iv) the Seller shall have delivered to the Buyer a
certificate to the effect that each of the conditions specified above in
 7(a)(i)-(iii) is satisfied in all respects; 

(v) all actions to be taken by the Seller in connection with
consummation of the transactions contemplated hereby and all certificates,
opinions, instruments, and other documents required to effect the transactions
contemplated hereby will be satisfactory in form and substance to the Buyer.

The Buyer may waive any condition specified in this  7(a) if
it executes a writing so stating at or prior to the Closing.

(b) Conditions to Obligation of the Seller. The
obligation of the Seller to consummate the transactions to be performed by them
in connection with the Closing is subject to satisfaction of the following
conditions:

(i) the representations and warranties set forth in  3(b)
above shall be true and correct in all material respects at and as of the
Closing Date;

(ii) the Buyer shall have performed and complied with all of
its covenants hereunder in all material respects through the Closing;

(iii) there shall not be any injunction, judgment, order,
decree, ruling, or charge in effect preventing consummation of any of the
transactions contemplated by this Agreement;

(iv) the Buyer shall have delivered to the Seller a
certificate to the effect that each of the conditions specified above in
 7(b)(i)-(iii) is satisfied in all respects;

(v) Seller's Board of Directors shall have approved and
Seller's secured lenders shall have approved and released all liens on Target
Stock and Target assets;

(vi) all actions to be taken by the Buyer in connection with
consummation of the transactions contemplated hereby and all certificates,
opinions, instruments, and other documents required to effect the transactions
contemplated hereby will be [reasonably] satisfactory in form and substance to
the Requisite Seller.

Seller may waive any condition specified in this  7(b) if it
executes a writing so stating at or prior to the Closing.
8. Survival of Representations and Warranties.


Other than as set forth in  4(d) and in  4(f) above, none of
the representations and warranties of the Seller contained in  4 above shall
survive the Closing hereunder. All of the representations and warranties of the
Parties contained in  3 above shall survive the Closing (unless the damaged
Party knew or had reason to know of any misrepresentation or breach of warranty
at the time of Closing) and continue in full force and effect forever thereafter
(subject to any applicable statutes of limitations).

9. Termination.


(a) Termination of Agreement. Certain of the Parties
may terminate this Agreement as provided below:

(i) Buyer and Seller may terminate this Agreement by mutual
written consent at any time prior to the Closing;

(ii) the Buyer may terminate this Agreement by giving written
notice to Seller at any time prior to the Closing in the event (A) Seller has
given the Buyer any notice pursuant to this Agreement above and (B) the
development that is the subject of the notice has had a material adverse effect
upon the financial condition of the Target taken as a whole;

(iii) the Buyer may terminate this Agreement by giving
written notice to Seller at any time prior to the Closing (A) in the event
Seller has breached any material representation, warranty, or covenant contained
in this Agreement (other than the representations and warranties in  4 above) in
any material respect, the Buyer has notified Seller of the breach, and the
breach has continued without cure for a period of 15 days after the notice of
breach or (B) if the Closing shall not have occurred on or before February 15,
2001, (unless the failure results primarily from the Buyer itself breaching any
representation, warranty, or covenant contained in this Agreement); and

(iv) Seller may terminate this Agreement by giving written
notice to the Buyer at any time prior to the Closing (A) in the event the Buyer
has breached any material representation, warranty, or covenant contained in
this Agreement in any material respect, any of the Seller has notified the Buyer
of the breach, and the breach has continued without cure for a period of 15 days
after the notice of breach or (B) if the Closing shall not have occurred on or
before February 15, 2001, (unless the failure results primarily from Seller
breaching any representation, warranty, or covenant contained in this
Agreement).

(b) Effect of Termination. If any Party terminates
this Agreement pursuant to  9(a) above, all rights and obligations of the
Parties hereunder shall terminate without any liability of any Party to any
other Party (except for any liability of any Party then in breach); provided,
however, that the confidentiality provisions contained herein shall survive
termination.

10. Miscellaneous.


(a) Press Releases and Public Announcements. No Party
shall issue any press release or make any public announcement relating to the
subject matter of this Agreement without the prior written approval of the Buyer
and Seller; provided, however, that any Party may make any public
disclosure it believes in good faith is required by applicable law or any
listing or trading agreement concerning its publicly-traded securities (in which
case the disclosing Party will use its best efforts to advise the other Parties
prior to making the disclosure).

(b) No Third-Party Beneficiaries. This Agreement shall
not confer any rights or remedies upon any Person other than the Parties and
their respective successors and permitted assigns.

(c) Entire Agreement. This Agreement (including the
documents referred to herein) constitutes the entire agreement among the Parties
and supersedes any prior understandings, agreements, or representations by or
among the Parties, written or oral, to the extent they have related in any way
to the subject matter hereof.

(d) Succession and Assignment. This Agreement shall be
binding upon and inure to the benefit of the Parties named herein and their
respective successors and permitted assigns. No Party may assign either this
Agreement or any of his or its rights, interests, or obligations hereunder
without the prior written approval of the Buyer and Seller; provided,
however, that the Buyer may (i) assign any or all of its rights and
interests hereunder to one or more of its Affiliates and (ii) designate one or
more of its Affiliates to perform its obligations hereunder (in any or all of
which cases the Buyer nonetheless shall remain responsible for the performance
of all of its obligations hereunder).

(e) Counterparts. This Agreement may be executed in
one or more counterparts, each of which shall be deemed an original but all of
which together will constitute one and the same instrument.

(f) Headings. The section headings contained in this
Agreement are inserted for convenience only and shall not affect in any way the
meaning or interpretation of this Agreement.

(g) Notices. All notices, requests, demands, claims,
and other communications hereunder will be in writing. Any notice, request,
demand, claim, or other communication hereunder shall be deemed duly given if
(and then two business days after) it is sent by registered or certified mail,
return receipt requested, postage prepaid, and addressed to the intended
recipient as set forth below:

If to the Seller:		Copy to:


	PopMail.com, inc.		Maslon, Edelman, Borman &
Brand
	Attn:  Stephen Spohn	Attn:  William Mower
	1333 Corporate Drive	3300 Norwest Center
	Suite 350				Minneapolis, Minnesota 55402
	Irving, Texas 75038


If to the Buyer:
Fan Asylum, Inc.
Attn: Tim McQuaid
1250 Folsom Street
San Francisco, CA 94103

Copy to:
	McQuaid, Metzler, Bedford & Van Zandt, LLP
	Attn: J. Dennis McQuaid, Esq.
	221 Main Street, 16th Floor
	San Francisco, CA 94105

Any Party may send any notice, request, demand, claim, or
other communication hereunder to the intended recipient at the address set forth
above using any other means (including personal delivery, expedited courier,
messenger service, telecopy, telex, ordinary mail, or electronic mail), but no
such notice, request, demand, claim, or other communication shall be deemed to
have been duly given unless and until it actually is received by the intended
recipient. Any Party may change the address to which notices, requests, demands,
claims, and other communications hereunder are to be delivered by giving the
other Parties notice in the manner herein set forth.

(h) Governing Law. This Agreement shall be governed by and
construed in accordance with the domestic laws of the State of California
without giving effect to any choice or conflict of law provision or rule
(whether of the State of California or any other jurisdiction) that would cause
the application of the laws of any jurisdiction other than the State of
California.


(i) Amendments and Waivers. No amendment of any
provision of this Agreement shall be valid unless the same shall be in writing
and signed by the Buyer and Seller. No waiver by any Party of any default,
misrepresentation, or breach of warranty or covenant hereunder, whether
intentional or not, shall be deemed to extend to any prior or subsequent
default, misrepresentation, or breach of warranty or covenant hereunder or
affect in any way any rights arising by virtue of any prior or subsequent such
occurrence.

(j) Severability. Any term or provision of this
Agreement that is invalid or unenforceable in any situation in any jurisdiction
shall not affect the validity or enforceability of the remaining terms and
provisions hereof or the validity or enforceability of the offending term or
provision in any other situation or in any other jurisdiction.

(k) Expenses. Each of the Buyer, the Target, and the
Seller will bear its own costs and expenses (including legal fees and expenses)
incurred in connection with this Agreement and the transactions contemplated
hereby. 

(l) Construction. The Parties have participated
jointly in the negotiation and drafting of this Agreement. In the event an
ambiguity or question of intent or interpretation arises, this Agreement shall
be construed as if drafted jointly by the Parties and no presumption or burden
of proof shall arise favoring or disfavoring any Party by virtue of the
authorship of any of the provisions of this Agreement.  Any reference to any
federal, state, local, or foreign statute or law shall be deemed also to refer
to all rules and regulations promulgated thereunder, unless the context requires
otherwise. The word "including" shall mean including without limitation.

(m) Incorporation of Exhibits, Annexes, and Schedules.
The Exhibits, Annexes, and Schedules identified in this Agreement are
incorporated herein by reference and made a part hereof.

IN WITNESS WHEREOF, the Parties hereto have executed this
Agreement as of the date first above written.


PopMail.com, inc. 		PopMail.com, inc.		
Stephen J. Spohn, Secretary		Stephen J. Spohn, C.F.O.




By: ________________________		By: _______________________




TIM McQUAID




By: __________________________	



















EX-10.64
36
exh1064.htm
EXHIBIT











Exhibit 10.64

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE
SECURITIES LAWS OF CERTAIN STATES.  THESE SECURITIES ARE SUBJECT TO RESTRICTIONS
ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM.  HOLDERS SHOULD BE AWARE THAT THEY MAY BE
REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD
OF TIME.  THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN
FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED
TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE
SECURITIES LAWS.
PROMISSORY NOTE
$100,000.00		March 2, 2001
Minneapolis, MN
Subject to the terms and conditions of this Note, for good and valuable
consideration received in the form of fifty thousand dollars ($50,000) on March
2, 2001 and fifty thousand dollars ($50,000) on February 1, 2001, PopMail.com,
Inc., a Minnesota corporation (the "Company"), promises to pay to the
order of The Shaar Fund Ltd. (the "Holder"), the principal amount of
one hundred thousand dollars ($100,000.00), plus simple interest accrued on
unpaid principal from the date of this Note until paid at the rate of twelve
percent (12%) per annum, payable on demand.
The following is a statement of the rights of the Holder and the terms and
conditions to which this Note is subject, and to which the Holder hereof, by the
acceptance of this Note, agrees.  Neither Holder, its principals or affiliates
have any other obligations, liabilities or responsibilities to the Company
except as expressly set forth in this Note or as may otherwise be agreed to in
writing by the parties.
Payment.  The principal and accrued interest under this Note will be
paid to the Holder within five (5) days of demand by the Holder (the
"Maturity Date").  All payments of principal and/or interest under
this Note will be made by mail to the address of record of the Holder.

Events of Default.  If the Company defaults in the payment of any part
of the principal or interest of this Note when due and payable, and if such
default is not cured by the Company within five (5) business days after the
Holder has given the Company written notice of such default, then the Holder may
declare the entire unpaid principal and accrued interest on this Note
immediately due and payable, by notice in writing to the Company, without any
other presentment, demand, protest or other notice of any kind or character, all
of which are hereby expressly waived, anything herein to the contrary
notwithstanding.  
Assignment.  The rights and obligations of the Company and the Holder
will be binding upon and inure to the benefit of the successors, assigns, heirs,
administrators and transferees of the parties.  The Company may not assign this
Note without the express written consent of Holder. 
Waiver and Amendment.  Any provision of this Note may be amended,
waived or modified upon the written consent of the Company and the Holder.
Notices.  Any notice, request or other communication required or
permitted hereunder will be in writing and shall be deemed to have been duly
given if delivered (i) personally or telephonically (including by
facsimile), (ii) by email (if receipt thereof is confirmed by a separate message
delivered by the recipient to the sender), (iii) by courier, or (iv) mailed
by registered or certified mail, postage prepaid, at the respective addresses of
the parties as set forth herein.  Notice to the Holder shall be provided to: The
Shaar Fund Ltd., c/o Levinson Capital Management, Attention: Samuel Levinson, 2
World Trade Center, Suite 1820, New York, NY 10048.  Any party hereto may by
notice so given change its address for future notice under this Note.  Notice
will conclusively be deemed to have been given when personally delivered or when
deposited in the mail or delivered to a courier, or when sent by email following
confirmation in the manner set forth above and will be deemed to have been
received when delivered.  
Governing Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of Minnesota, excluding that body of law
relating to conflict of laws.
Headings.  All headings used herein are used for convenience only and
will not be used to construe or interpret this Note.  
IN WITNESS WHEREOF, the parties have caused this Note to be issued on March
2, 2001.
"COMPANY":
PopMail.com, Inc.


By: 		Stephen J. Spohn
Title: 		CFO
Address: 	PopMail.com, Inc.
		1333 Corporate Drive, Suite 350
		Irving, TX 75038


















EX-10.65
37
exh1065.htm
EXHIBIT













Exhibit 10.65


THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE
SECURITIES LAWS OF CERTAIN STATES.  THESE SECURITIES ARE SUBJECT TO RESTRICTIONS
ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM.  HOLDERS SHOULD BE AWARE THAT THEY MAY BE
REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD
OF TIME.  THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN
FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED
TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE
SECURITIES LAWS.
PROMISSORY NOTE
$80,000.00		March 13, 2001
Minneapolis, MN
Subject to the terms and conditions of this Note, for good and valuable
consideration received in the form of fifty thousand dollars ($50,000) on March
13, 2001 and thirty thousand dollars ($30,000) on March 16, 2001, PopMail.com,
Inc., a Minnesota corporation (the "Company"), promises to pay to the
order of The Shaar Fund Ltd. (the "Holder"), the principal amount of
eighty thousand dollars ($80,000.00), plus simple interest accrued on unpaid
principal from the date of this Note until paid at the rate of twelve
percent (12%) per annum, payable on demand.
The following is a statement of the rights of the Holder and the terms and
conditions to which this Note is subject, and to which the Holder hereof, by the
acceptance of this Note, agrees.  Neither Holder, its principals or affiliates
have any other obligations, liabilities or responsibilities to the Company
except as expressly set forth in this Note or as may otherwise be agreed to in
writing by the parties.
Payment.  The principal and accrued interest under this Note will be
paid to the Holder within five (5) days of demand by the Holder (the
"Maturity Date").  All payments of principal and/or interest under
this Note will be made by mail to the address of record of the Holder.

Events of Default.  If the Company defaults in the payment of any part
of the principal or interest of this Note when due and payable, and if such
default is not cured by the Company within five (5) business days after the
Holder has given the Company written notice of such default, then the Holder may
declare the entire unpaid principal and accrued interest on this Note
immediately due and payable, by notice in writing to the Company, without any
other presentment, demand, protest or other notice of any kind or character, all
of which are hereby expressly waived, anything herein to the contrary
notwithstanding.  
Assignment.  The rights and obligations of the Company and the Holder
will be binding upon and inure to the benefit of the successors, assigns, heirs,
administrators and transferees of the parties.  The Company may not assign this
Note without the express written consent of Holder.
Waiver and Amendment.  Any provision of this Note may be amended,
waived or modified upon the written consent of the Company and the Holder.
Notices.  Any notice, request or other communication required or
permitted hereunder will be in writing and shall be deemed to have been duly
given if delivered (i) personally or telephonically (including by
facsimile), (ii) by email (if receipt thereof is confirmed by a separate message
delivered by the recipient to the sender), (iii) by courier, or (iv) mailed
by registered or certified mail, postage prepaid, at the respective addresses of
the parties as set forth herein.  Notice to the Holder shall be provided to: The
Shaar Fund Ltd., c/o Levinson Capital Management, Attention: Samuel Levinson, 2
World Trade Center, Suite 1820, New York, NY 10048.  Any party hereto may by
notice so given change its address for future notice under this Note.  Notice
will conclusively be deemed to have been given when personally delivered or when
deposited in the mail or delivered to a courier, or when sent by email following
confirmation in the manner set forth above and will be deemed to have been
received when delivered.
Governing Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of Minnesota, excluding that body of law
relating to conflict of laws.
Headings.  All headings used herein are used for convenience only and
will not be used to construe or interpret this Note.  
IN WITNESS WHEREOF, the parties have caused this Note to be issued on March
13, 2001.
"COMPANY":
PopMail.com, Inc.


By: 		Stephen J. Spohn
Title: 		CFO
Address:	PopMail.com, Inc.
		1333 Corporate Drive, Suite 350
		Irving, TX 75038



















EX-10.66
38
exh1066.htm
EXHIBIT











Exhibit 10.66
INTERCREDITOR AND
SUBORDINATION AGREEMENT
	THIS INTERCREDITOR AND SUBORDINATION AGREEMENT (the
"Intercreditor Agreement") is made as of this ___ day of __________, 2001, by
and between GSI VENTURES, LLC, an Ohio limited liability company ("GSI"),
THE SHAAR FUND LTD. ("Shaar"), GREAT WESTERN BUSINESS SERVICES,
INC. ("GWBS"), a Texas corporation and FAIRVIEW PARTNERS, an Ohio
general partnership ("Fairview")(each individually a "Lender" and collectively
the "Lenders").


RECITALS:

	WHEREAS, Popmail.com, Inc., a Minnesota corporation (the
"Borrower"), is engaged in the business of (i) internet commerce and (ii) the
ownership and operation of two Café Odyssey restaurants located at 320
South Avenue, Mall of America, Bloomington, Minnesota 55425 (the "MOA
Restaurant") and at 500 16th Street, Suite 350, Denver, Colorado 80202 (the
"Denver Restaurant") (collectively, the MOA Restaurant and the Denver Restaurant
are referred to herein as the "Restaurant Operations"), which the MOA Restaurant
has been or will be purchased by SDK AD, LLC, an Ohio limited liability company,
and which the Denver Restaurant has been or will be purchased by SD KINGDM, LLC,
an Ohio limited liability company;

	WHEREAS, the Borrower and GSI are parties to that certain
Loan Agreement dated December 1, 2000, as amended pursuant to the Amendment No.
1 to the Loan Agreement dated December 8, 2000, Amendment No. 2 to the Loan
Agreement and Notes dated February 8, 2001 and other related agreements, all as
may be amended further from time to time (collectively, the "GSI Loan
Documents"), pursuant to which GSI has issued or will issue loans to Borrower in
the aggregate original principal amount of up to Four Million Dollars
($4,000,000) (the "GSI Debt").  Pursuant to the GSI Loan Documents, Borrower has
granted GSI a security interest in all of Borrower's assets related to the
Restaurant Operations (the "Collateral") and a security interest in all other
assets of the Borrower excluding the Restaurant Operations (the "Other
Collateral");

	WHEREAS, Borrower and GWBS have agreed to enter into a
certain Promissory Note to be dated  on or about February __, 2001 (the
"GWBS/Popmail Note"), GWBS and SDK AD, LLC have agreed to enter into a certain
Promissory Note to be dated of even date with the GWBS/Popmail Note, and GWBS
and SDKINGDM, LLC have agreed to enter into a certain Promissory Note to be
dated of even date with the GWBS/Popmail Note, and other related documents
thereto, all as may be amended further from time to time (collectively, the
"GWBS Loan Documents") pursuant to which Borrower, SDK AD, LLC and SDKINGDM, LLC
will be obligated to pay GWBS an aggregate principal amount for all three notes
of Eight Hundred Seventeen Thousand Dollars ($817,000.00) (the "GWBS Debt").
Pursuant to the GWBS Loan Documents, Borrower, SDK AD, LLC and SDKINGDM, LLC
have granted or will grant GWBS a security interest in the Collateral;

	WHEREAS, Borrower and Shaar are parties to that certain
Loan Agreement dated December 20, 2000 and other related agreements, all as may
be amended further from time to time (collectively, the "Shaar Loan Documents")
pursuant to which Shaar has issued a loan to Borrower in the original principal
amount of Two Hundred Thousand Dollars ($200,000) (the "Shaar Debt").  Pursuant
to the Shaar Loan Agreement, Borrower has granted Shaar a security interest in
the Collateral and the Other Collateral;

	WHEREAS, Borrower and Fairview are parties to that
certain Loan Agreement dated August 24, 1999, as amended pursuant to the
Amendment To Loan Documents and Agreement dated October 30, 2000 and other
related agreements (including the Assignment, Assumption and Modification
Agreement entered into or to be entered into between Fairview  SDK AD, LLC
("SDKAD"), SDKINGDM, LLC ("SDKINGDM") and Popmail.com, inc. concerning the
Fairview Debt (the "Fairview Agreement")), all as may be amended further from
time to time (collectively the "Fairview Loan Documents") pursuant to which
Fairview has issued a loan to Borrower in the original principal amount of Two
Million Dollars ($2,000,000) with a current outstanding principal balance of One
Million Five-Hundred Thousand Dollars ($1,500,000) (the "Fairview Debt").
Pursuant to the Fairview Loan Documents, Borrower has granted Fairview a
security interest in the Collateral (the GSI Loan Documents, GWBS Loan
Documents, Shaar Loan Documents and Fairview Loan Documents are sometimes
collectively referred to herein as the "Loan Documents") (the GSI Debt, GWBS
Debt and the Shaar Debt are sometimes collectively referred to as the
"Subordinate Debt" and GSI, GWBS and Shaar are sometimes collectively referred
to as "Subordinate Lenders" or individually as a "Subordinate Lender"); and

	WHEREAS, GSI, GWBS, Shaar and Fairview, each as a
creditor of Borrower, desire to enter into this Intercreditor Agreement for
purposes of setting forth the relative rights and interests of each party in and
to the collateral pledged by Borrower.

	NOW, THEREFORE, in consideration of the foregoing
Recitals, which are hereby incorporated herein as if fully set forth below, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:

	1. Subordination and Intercreditor Provisions.
	1.1 Subordination.  Subject to Section 1.3 of this
Intercreditor Agreement, each of the Subordinate Lenders agree that each
Subordinate Lender's right to receive scheduled payments of principal and/or
interest under their respective Loan Documents shall be subordinate and junior
to Fairview's right to receive scheduled payments of principal and/or interest
under the Fairview Loan Documents until such time as the Fairview Debt is repaid
in full.
	1.2 Insolvency, Etc.

	(a) Subject to Section 1.3 of
this Intercreditor Agreement, in the event of any insolvency, bankruptcy,
receivership, liquidation, reorganization or other similar proceedings
(collectively, "Bankruptcy Proceedings") relative to the Borrower or to the
Collateral, or in the event of any proceedings for voluntary liquidation,
dissolution or other winding up of the Borrower, whether or not involving
insolvency or bankruptcy, Fairview shall be entitled in any such proceedings to
receive payment from the sale or other distribution of the Collateral on account
of the Fairview Debt before the Subordinate Lenders are entitled in any such
proceedings to receive any payment on account of the Subordinate Debt from the
sale or other distribution of the Collateral, and to that end in any such
proceedings any payment or distribution of any kind or character of the
Collateral, whether in cash or in other property, to which the Subordinate
Lenders would be entitled but for the provisions hereof, shall be delivered to
Fairview to the extent necessary to make payment in full in cash of all Fairview
Debt remaining unpaid.

(b) The Subordinate Lenders at the request of Fairview shall
in any proceedings described in Section 00, in the name of Fairview, file
claims, proofs of claims and other instruments of similar character necessary to
enforce the obligations of the Borrower in respect of the Subordinate Debt.  In
the event that any Subordinate Lender shall fail to take such action within five
business days upon request by Fairview, Fairview may, on behalf of such
Subordinate Lender, demand, sue for, collect and receive any and all such monies
or other assets and give acquittance therefor, file any claim, proof of claim or
other instrument of similar character, and take such other action (in its own
name or in the name of such Subordinate Lender) as Fairview may reasonably deem
necessary or advisable for enforcement of the obligations of the Borrower in
respect of the Subordinate Debt; provided that, Fairview shall have no right to
take any action in the name of any Subordinate Lender related to the Other
Collateral.
	1.3 Other Collateral; Conversion Rights.  
 (a) 	Notwithstanding anything to the contrary in this
Intercreditor Agreement, nothing in this Intercreditor Agreement shall impair
the rights of the Subordinate Lenders to take any and all action to enforce
their respective rights in, or receive payments or distributions on account of a
sale or other disposition of the Other Collateral; provided,
however, the Subordinate Lenders shall not take any action to enforce
their respective rights in the Other Collateral that would have a material
adverse effect on the Collateral; provided further, that any
actions taken by a Subordinate Lender to enforce its rights on Other Collateral
that is not owned or in the possession of the holder of the Collateral shall be
deemed to not cause a material adverse effect on the Collateral.

(b) 	In the event of any Bankruptcy Proceedings relative
to the Borrower or the Other Collateral, or in the event of any proceedings for
voluntary liquidation, dissolution or other winding up of the Borrower, whether
or not involving insolvency or bankruptcy, GSI and Shaar shall be entitled in
any such proceedings to receive payment, on a pro rata basis from the sale or
other distribution of the Other Collateral on account of GSI Debt and Shaar Debt
before Fairview and GWBS are entitled in any such proceedings to receive any
payment on account of the Fairview Debt and GWBS Debt from the sale or other
distribution of the Other Collateral, and to that end in any such proceedings
any payment or distribution of any kind or character of the Other Collateral,
whether in cash or in other property, to which Fairview or GWBS would be
entitled but for the provisions hereof, shall be delivered to GSI and Shaar to
the extent necessary to make payment in full in cash of all GSI Debt and Shaar
Debt remaining unpaid.



(c) 	Notwithstanding anything to the contrary in this
Intercreditor Agreement, the Subordinate Lenders are permitted at any time to
exercise their rights to convert any of the Subordinate Debt into the common
stock of Borrower or accept any prepayments or payments on the Subordinate Debt
that are made with the Borrower's common stock or other equity securities of
Borrower.



	2. Security Interests;
Priority.
	2.1 Notwithstanding any conflicting terms or conditions
which may be contained in any of the Loan Documents, the time of filing or
renewal of any financing statement, the time of attachment of any security
interest or any other priority provided by law: (a) the security interests upon
the Collateral evidenced by the Fairview Loan Documents shall have priority over
all other security interests upon the Collateral evidenced by the Loan
Documents;  (b) the security interests upon the Collateral of GWBS evidenced by
the GWBS Loan Documents shall have priority over all other security interests
upon the Collateral evidenced by the Loan Documents, except those evidenced by
the Fairview Loan Documents; and (c) the security interests upon the Collateral
of GSI and Shaar shall be subordinate to all security interests evidenced by the
Fairview Loan Documents and GWBS Loan Documents and shall be pari passu with
respect to each other as evidenced by that certain Intercreditor Agreement
between GSI and Shaar dated December 21, 2000 (the "GSI/Shaar Intercreditor
Agreement").  Notwithstanding anything to the contrary herein, this
Intercreditor Agreement shall not affect the rights and obligations between
Shaar and GSI as set forth in the GSI/Shaar Intercreditor Agreement.
	2.2 Each Lender shall be solely responsible for
perfecting and maintaining the perfection of its security interests in and to
each item constituting the Collateral in which such Lender has been granted a
security interest.  The provisions of this Intercreditor Agreement are intended
solely to govern the respective lien priorities as between the Lenders and,
except as set forth herein, shall not impose on any Lender any obligations in
respect of the disposition of proceeds of foreclosure on any Collateral which
would conflict with prior perfected claims therein in favor of any other person
or any order or decree of any court or governmental authority or any applicable
law.  Notwithstanding anything to the contrary herein, the relative priority
arrangements set forth in this Intercreditor Agreement are expressly conditioned
on the non-avoidability and perfection of the security interests and/or liens
evidenced by the Loan Documents and if the security interests and/or liens
evidenced by the Loan Documents are not perfected or are voidable for any
reason, then such relative priority arrangements set forth herein shall not be
effective to the extent of any such avoidability or non-perfection;
provided, however, that this condition shall be null and void and
of no effect if at any time any Lender shall directly or indirectly take any
action to contest or challenge the validity, legality, enforceability,
perfection, priority or avoidability of any other Lender's loans or documents or
any of the security interests and/or liens of any other Lender in any of the
Collateral or if such action is taken by SDKAD or SDKINGDM while Fairview is the
manager of either such entity.
	2.3 The lien priorities provided in this Section 0 shall
not be altered or otherwise affected by any amendment, modification, supplement,
extension, renewal, restatement or refinancing of any indebtedness evidenced by
any of the Loan Documents.  The respective rights and priorities of each Lender
in any assets of the Borrower not specified herein shall not be affected in any
way by this Intercreditor Agreement.
	3. Default Under the Loan Documents.

	3.1 In the event that Borrower shall cause or permit
to occur an event of default under any of the Loan Documents, such Lender that
is a party to any such Loan Document (a "Notifying Lender") will, upon becoming
aware of the existence of such event of default, use its best efforts to notify
all other Lenders of the existence of such event of default.  Receipt by any
Lender of such a notice of default shall not cause any Lender to be obligated to
cure any such default.  Failure of a Notifying Lender to provide such notice of
default shall not result in any liability to any Lender in the absence of gross
negligence or willful misconduct.  Upon receiving notice from a Notifying Lender
of an event of default for failure to pay monies due and owing to any Lender
under any Loan Document, any Lender may, but is not required to, cure such
payment default on behalf of Borrower within ten (10) business days of receiving
notice of the payment default from a Notifying Lender.  During such ten (10)
business day period, if any Lender cures such payment default, Lenders shall not
take any action against Borrower with respect to such default.  In the event
that any Lender elects to cure such payment default, any amount such Lender pays
to any other Lender to cure Borrower's payment default shall be considered a
portion of Borrower's indebtedness to such Lender.
	3.2 In the event that a default or an event of default
exists with respect to any of the Loan Documents, the applicable Lender may,
after providing written notice of such default to all other Lenders and subject
to the provisions of this Intercreditor Agreement, take any action it deems
appropriate to enforce its rights and remedies under the Loan Documents and its
security interests in or liens on, or exercise any other rights or remedies to
foreclose or otherwise realize upon, any of the Collateral.
	3.3 In the event Borrower defaults on its obligations to
any Lender and, as a result, any Lender undertakes to enforce its security
interest in the Collateral, each Lender agrees that it will not hinder, delay or
otherwise prevent such Lender from taking any and all action which such Lender
deems necessary to enforce its security interest in said Collateral and to
realize thereon.  Lenders agree that, to the extent any Lender receives any
proceeds directly from any bank account, any account debtor or from the sale of
any Collateral, then such Lender shall distribute such proceeds in accordance
with the terms of this Intercreditor Agreement.  To the extent that any Lender
retains any Collateral pursuant to its respective rights as a secured party,
such Collateral shall be divided among the Lenders in accordance with the terms
of this Intercreditor Agreement. 
	4. Standstill.  (a) Notwithstanding anything to
the contrary in Section 3.3, or the rights of any Lender under applicable law or
any provision of the Loan Documents to the contrary, each Subordinate Lender
hereby covenants that it shall not: 

(i)	(A) accelerate payment of any indebtedness or any
portion thereof under the Loan Documents, or  (B) take any other action to
enforce its rights under the Loan Documents, until the earlier of 60 days
following the effective date hereof or the execution of the Fairview Agreement;
provided that, each Lender may take any action to enforce its
rights under the Loan Documents during such 60-day period in the event that a
creditor of the Borrower who is not a party to this Agreement takes any action
or provides notice to a Lender of its intent to take any action against Borrower
to enforce its rights against the Borrower; and
(ii) 	take any action to enforce their respective rights
in, or receive payments or distributions on account of a sale or other
disposition of the Collateral upon an event of default under a Subordinate
Lender's Loan Documents so long as:







(A) 	the Fairview Debt is outstanding; and 




(B) 	(1) the Borrower, its guarantors or assigns are not
in default on the Fairview Loan Documents, or (2) in the event that the
Borrower, its guarantors or assigns are in default on the Fairview Loan
Documents, Fairview has either taken no action  to enforce its rights under the
Fairview Loan Documents or the only action it takes is to take over as manager
of SDKAD and/or SDKINGDM pursuant to its rights under the Fairview Loan
Documents; 



provided that, nothing herein shall impair the
rights of the Subordinate Lenders to take any and all action to enforce their
respective rights in the Other Collateral pursuant to Section 1.3(a) of this
Agreement. 







Notwithstanding anything to the contrary in Section 3.3,
or the rights of any Lender under applicable law or any provision of the Loan
Documents to the contrary, Fairview hereby covenants that it shall not:


accelerate payment of any indebtedness or any portion
thereof under the Fairview Loan Documents, or  (B) take any other action to
enforce its rights under the Fairview Loan Documents, until the earlier of 60
days following the effective date hereof or the execution of the Fairview
Agreement; provided that, Fairview may take any action to enforce
its rights under the Loan Documents during such period in the event that a
creditor of the Borrower who is not a party to this Agreement takes any action
or provides notice to Fairview of its intent to take any action against Borrower
to enforce its rights against the Borrower; and






(ii) 	take any action to enforce its rights in, or receive
payments or distributions on account of a sale or other disposition of the
Collateral upon an event of default of Popmail.com, inc. under the Fairview Loan
Documents so long as (A) an event of default by SDKAD or SDKINGDM (as assignees
of the Fairview Debt) has not occurred, and (B) if such event of default of
Popmail.com, inc. is due to a failure to make payments when due, SDKAD and
SDKINGDM assume the balance of the Fairview Debt not assumed by them under the
Fairview Agreement within the applicable time period provided for in the
Fairview Agreement.

		(c) 	Notwithstanding anything to the contrary in
this Section 4, but subject to Section 1.2, in the event of any Bankruptcy
Proceeding relative to SDKAD, SDKINGDM or the Collateral, or in the event of any
proceedings for voluntary liquidation, dissolution or other winding up of SDKAD
or SDKINGDM, whether or not involving insolvency or bankruptcy, the Subordinate
Lenders may take any and all action to enforce their respective rights under
their respective Loan Documents.

	5. Prepayments.  Subject to Section 1.3
of this Intercreditor Agreement, without the prior written consent of Fairview,
no Subordinate Lender shall be entitled to receive or retain any optional
prepayment (in cash, property, by set-off or otherwise) of or on account of any
Subordinate Debt.  

	6. Turn-Over of Payments Received.  In the
event that the Borrower shall make any payment on the Subordinate Debt which the
holders thereof are not permitted to receive and retain pursuant to the terms of
this Agreement, such payment shall be held in trust for the benefit of, and
shall be paid over promptly on demand to, Fairview for application to the
payment of all Fairview Debt remaining unpaid until the same shall have been
paid in full in cash, after giving effect to any concurrent payment or
distribution to Fairview.  No such payments or distributions to Fairview by any
Subordinate Lender shall be deemed to discharge any of such Subordinate
Debt.

	7. Representations and Warranties.  As a
material inducement to each other Lender to enter into this Intercreditor
Agreement, each Lender hereby represents and warrants to each other Lender that
the following are true and correct as of the date hereof and shall remain true
and correct so long as this Intercreditor Agreement is in effect:

	7.1 the execution, delivery and performance of this
Intercreditor Agreement has been duly authorized by such Lender and does not
contravene any law, any provision of the Loan Documents or any agreement to
which such Lender is a party or by which it is bound;
	7.2 this Intercreditor Agreement constitutes the legal,
valid and binding obligation of such Lender and is binding and enforceable in
accordance with its terms; and
	7.3 the Loan Documents to which such Lender is a party
are in the form of the copies thereof made available to each Lender, and no
amendment, waiver or modification thereof shall be permitted without the written
consent of all other Lenders, which shall not be unreasonably withheld or
delayed.
	8. Term; Default.  

	8.1 This Intercreditor Agreement shall continue for
so long as any Lender has a security interest in the Collateral.  This
Intercreditor Agreement shall remain in full force and effect notwithstanding
the filing of a petition for relief by or against Borrower under the United
States Bankruptcy Code. 



8.2	Nothing contained herein, or in any prior agreement or
understanding, shall be deemed to create any duty on the part of any Lender to
extend or continue financial accommodations to Borrower.



8.3	Notwithstanding anything to the contrary in the Loan
Documents or this Intercreditor Agreement, Lenders acknowledge and agree that
any additional indebtedness up to $4,000,000 of Borrower under the GSI Loan
Documents and additional indebtedness up to $500,000 of Borrower under the
Fairview Loan Documents shall not be considered an event of default or breach of
this Intercreditor Agreement or the Loan Documents and Borrower shall not be
required to obtain the consent of the Lenders to enter into any such
indebtedness; provided, however, such additional indebtedness
shall be subject to the terms of this Intercreditor Agreement.  The additional
indebtedness of  up to $500,000 under the Fairview Loan Documents shall be
considered as part of the Fairview Debt for purposes of this Agreement.
8.4	Notwithstanding anything to the contrary in the Loan
Documents or this Intercreditor Agreement, Lenders hereby consent to the
purchase by SDK AD, LLC, an Ohio limited liability company, from the Borrower of
the Collateral associated with the MOA Restaurant and the purchase by SD KINGDM,
LLC, an Ohio limited liability company, from the Borrower of the Collateral
associated with the Denver Restaurant, and hereby waive any default under each
Lender's Loan Documents that such a sale of the Collateral may create;
provided, however, Borrower shall provide five (5) business days
prior written notice to each Lender and shall cause SDK AD, LLC and SD KINGDM,
LLC to execute any and all documents deemed necessary by any Lender to continue
and maintain the Collateral and Lender's lien position in the Collateral,
including but not limited to filing all appropriate UCC's which shall have the
same priority as set forth herein.  The Collateral shall continue to be subject
to the terms and conditions of this Intercreditor Agreement.
	9. Miscellaneous.
	9.1 Neither of the parties
hereto, nor any of their managers, members, officers, agents or employees, shall
be responsible to any other party hereto or to any other person for: (a)
Borrower's solvency, financial condition or ability to repay its indebtedness to
any party hereto; (b) any oral or written statements of Borrower; or (c) the
validity, sufficiency or enforceability of any indebtedness, any agreements or
documents or the security interests and liens granted by Borrower to any party
hereto. Each party hereto has entered into its respective agreements, documents
and financing agreements with Borrower based upon its own independent
investigation, and makes no warranty or representation to any other party
hereto, with respect to the matters referred to in this Section 0.
	9.2 Nothing contained herein, or in any prior agreement
or understanding, shall be deemed to create any duty on the part of any Lender
to extend or continue to extend financial accommodations to Borrower.  
	9.3 Each Lender irrevocably waives any right to compel
any other Lender to marshal assets of the Borrower.
	9.4 Any notice required or desired to be served, given or
delivered hereunder shall be in the form and manner specified below, and shall
be addressed to the party to be notified as follows:
		If to GSI, to:				If to GWBS:

		SDK Investments, Inc.			Great Western
Business Services, Inc.
		c/o Barycenter Capital Management	14643 Dallas
Parkway, Suite 650
		PMB 329				Dallas, Texas 75240
		1232 W. Kemper Road			
		Cincinnati, Ohio 45240
		Attn: Stephen D.  King

		If to Shaar, to:				If to Fairview,
to:

		The Shaar Fund Ltd. 			Fairview Partners
		c/o Levinson Capital Management		5807 McCray
Court
		2 World Trade Center, Suite 1820		Cincinnati,
Ohio 45224
		New York, New York 10048			
		Attention:  Samuel Levinson

or to such other address as each party designates to the
other parties by notice in the manner herein prescribed.  Notice shall be deemed
given hereunder if (i) delivered personally or otherwise actually received, (ii)
sent by nationally recognized overnight courier service, (iii) mailed by first-
class United States mail, postage prepaid, certified, with return receipt
requested, or (iv) sent via telecopy machine with a duplicate signed copy sent
on the same day as provided in clause (ii) above.  Notice mailed as provided in
clause (iii) above shall be effective upon the expiration of five (5) business
days after its deposit in the United States mail, and notice telecopied as
provided in clause (iv) above shall be effective upon delivery of such telecopy
if the duplicate signed copy is sent under clause (iv) above.  Notice given in
any other manner described in this section shall be effective upon receipt by
the addressee thereof; provided, however, that if any notice is tendered to an
addressee and delivery thereof is refused by such addressee, such notice shall
be effective upon such tender unless otherwise expressly set forth in such
notice.

	9.5 THIS AGREEMENT SHALL BE DEEMED TO HAVE BEEN MADE IN
THE STATE OF OHIO AND THE VALIDITY OF THIS AGREEMENT, ITS CONSTRUCTION,
INTERPRETATION AND ENFORCEMENT, AND THE RIGHTS OF THE PARTIES HEREUNDER, SHALL
BE DETERMINED UNDER, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF OHIO. THE PARTIES HERETO AGREE THAT ALL ACTIONS OR PROCEEDINGS
ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE TRIED AND LITIGATED ONLY IN
THE STATE OR FEDERAL COURTS LOCATED IN HAMILTON COUNTY, OHIO.
	9.6 This Intercreditor Agreement shall be binding and
deemed effective when executed by each of the parties hereto.  This
Intercreditor Agreement shall bind, and inure to the benefit of, the respective
successors and assigns of each of the parties hereto, and shall be effective
before and after any bankruptcy filing by or against Borrower.
	9.7 The invalidity, illegality or unenforceability of any
provision in or obligation under this Intercreditor Agreement shall not affect
or impair the validity, legality or enforceability of the remaining provisions
or obligations under this Intercreditor Agreement.
	9.8 It is not the intent of either the parties hereto
that Borrower be a third party beneficiary hereunder or have any other rights
with respect to this Intercreditor Agreement.
	9.9 This Intercreditor Agreement cannot be changed,
amended, modified or terminated except by a written agreement signed by the duly
authorized officers of the parties hereto.  All prior agreements,
understandings, representations, warranties, and negotiations, if any, are
merged into this Agreement.
	9.10 LENDERS, TO THE EXTENT EACH
MAY LEGALLY DO SO, HEREBY EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY
CLAIM, DEMAND, ACTION, CAUSE OF ACTION OR PROCEEDING ARISING UNDER OR OUT OF
THIS AGREEMENT OR IN ANY WAY CONNECTED WITH OR RELATED TO, OR INCIDENTAL TO, THE
DEALINGS OF THE PARTIES HERETO WITH RESPECT TO THIS AGREEMENT OR THE
TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER
ARISING, AND IRRESPECTIVE OF WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.
LENDERS, TO THE EXTENT EACH MAY LEGALLY DO SO, HEREBY AGREE THAT ANY SUCH CLAIM,
DEMAND, ACTION, CAUSE OF ACTION, OR PROCEEDINGS SHALL BE DECIDED BY A COURT
TRIAL WITHOUT A JURY AND THAT EITHER PARTY HERETO MAY FILE AN ORIGINAL
COUNTERPART OR COPY OF THIS SECTION 0 WITH ANY COURT AS WRITTEN EVIDENCE OF THE
CONSENT BY THE UNDERSIGNED TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.
 	9.11 For purposes of this Agreement, the term "Borrower"
shall include any successors and assigns to Borrowers duties and obligations
under any of the Loan Documents, including, without limitation, SDKAD and
SDKINGDM.
 	9.12 Each Subordinate Lender acknowledges and consents
to Borrower assigning and SDKAD and SDKINGDM assuming a portion of the Fairview
Debt in accordance with the terms of the Fairview Agreement.
9.13 	This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which shall
together constitute one and the same instrument.




[SIGNATURE PAGE TO FOLLOW]

	IN WITNESS WHEREOF, this Intercreditor Agreement has been
duly executed and delivered by each of the parties hereto as of the date first
written above.





			GREAT WESTERN BUSINESS SERVICES, INC.




WITNESS:

_________________________________		By:________________________________<
/P>





			Name:______________________________




_________________________________		Title:______________________________
_



				FAIRVIEW PARTNERS




_________________________________		By:________________________________<
/P>









	Name:______________________________








_________________________________		Title:______________________________
_

						THE SHAAR FUND LTD.







		By:	Levinson Capital Management
















_________________________________		By:______________________________
						Name:	Sam Levinson 
_________________________________		Title:	Managing Director 

						GSI VENTURES, LLC 











By:	SDK Investments, Inc. (Manager
	of GSI Ventures, LLC)











_________________________________		By:_____________________________











Name:	Stephen D. King 










_________________________________		Title:	President


STATE OF ________________	)
				)SS:
COUNTY OF ______________	)

	This instrument was acknowledged before us this ________
day of _______________, 2001 by ___________________________,
____________________________ of Great Western Business Services, Inc., a Texas
corporation, on behalf of the corporation.

						________________________________________

						Notary Public

STATE OF ________________	)
				)SS:
COUNTY OF ______________	)

	This instrument was acknowledged before us this ________
day of _______________, 2001 by ___________________________,
____________________________ of Fairview Partners, an Ohio general partnership,
on behalf of the partnership.

						________________________________________

						Notary Public

STATE OF ________________	)
				)SS:
COUNTY OF ______________	)

	This instrument was acknowledged before us this ________
day of _______________, 2001 by Sam Levinson, Managing Director of Levinson
Capital Management, on behalf of the The Shaar Fund Ltd.

						________________________________________

						Notary Public

STATE OF ________________	)
				)SS:
COUNTY OF ______________	)

	This instrument was acknowledged before us this ________
day of _______________, 2001 by Stephen D. King, President of SDK Investments,
Inc., Manager of GSI Ventures, LLC, an Ohio limited liability company, on behalf
of the limited liability company.

						________________________________________

						Notary Public



ACKNOWLEDGMENT BY

POPMAIL.COM, INC.



The undersigned hereby acknowledges that it has received a
copy of the foregoing Intercreditor Agreement by and between Great Western
Business Services, Inc., The Shaar Fund Ltd., GSI Ventures, LLC and Fairview
Partners (the "Intercreditor Agreement"), and consents thereto, and agrees to
recognize all priorities and other rights granted therein to the parties hereto,
and the undersigned will not do any act or perform any obligation which is not
in accordance with the priorities and agreements set forth in the Intercreditor
Agreement. 

Dated:	_______________, 2001



								POPMAIL.COM, INC.
WITNESS:

______________________________				By:____________________________
____

______________________________				Name:__________________________
____

								Title:_______________________________


STATE OF ________________	)
				)SS:
COUNTY OF ______________	)

	This instrument was acknowledged before us this ________
day of _______________, 2001 by ___________________________,
____________________________ of Popmail.com, inc., a Minnesota corporation, on
behalf of the corporation.

						________________________________________

						Notary Public


ACKNOWLEDGMENT BY

SDK AD, LLC


The undersigned hereby acknowledges that it has received a
copy of the foregoing Intercreditor Agreement by and between Great Western
Business Services, Inc., The Shaar Fund Ltd., GSI Ventures, LLC and Fairview
Partners (the "Intercreditor Agreement"), and consents thereto, and agrees to
recognize all priorities and other rights granted therein to the parties hereto,
and the undersigned will not do any act or perform any obligation which is not
in accordance with the priorities and agreements set forth in the Intercreditor
Agreement. 

Dated:	_______________, 2001



								SDK AD, LLC
WITNESS:
								By:  SDK Investments, Inc.
__________________________

__________________________					By:
________________________________



								Stephen D. King, President



STATE OF ________________	)
				)SS:
COUNTY OF ______________	)

	This instrument was acknowledged before us this ________
day of _______________, 2001 by Stephen D. King, President of SDK Investments,
Inc., Manager of SDK AD, LLC, an Ohio limited liability company, on behalf of
the limited liability company.

						________________________________________

						Notary Public

ACKNOWLEDGMENT BY

SD KINGDM, LLC



The undersigned hereby acknowledges that it has received a
copy of the foregoing Intercreditor Agreement by and between Great Western
Business Services, Inc., The Shaar Fund Ltd., GSI Ventures, LLC and Fairview
Partners (the "Intercreditor Agreement"), and consents thereto, and agrees to
recognize all priorities and other rights granted therein to the parties hereto,
and the undersigned will not do any act or perform any obligation which is not
in accordance with the priorities and agreements set forth in the Intercreditor
Agreement. 

Dated:	_______________, 2001



							SD KINGDM, LLC
WITNESS:
							By:  SDK Investments, Inc.
____________________________

____________________________				By:
_________________________________
								Stephen D. King, President


STATE OF ________________	)
				)SS:
COUNTY OF ______________	)

	This instrument was acknowledged before us this ________
day of _______________, 2001 by Stephen D. King, President of SDK Investments,
Inc., Manager of SD KINGDM, LLC, an Ohio limited liability company, on behalf of
the limited liability company.

						________________________________________

						Notary Public



















-----END PRIVACY-ENHANCED MESSAGE-----

EX-4.52

Exhibit 4.52

The Warrant and the securities issuable upon exercise of this Warrant (the "Securities") have not been registered under the Securities Act of 1933 (the "Securities Act") or under any state securities or Blue Sky laws ("Blue Sky Laws"). No transfer, sale, assignment, pledge, hypothecation or other disposition of this Warrant or the Securities or any interest therein may be made except pursuant to (a) an effective registration statement under the Securities Act and any applicable Blue Sky Laws or (b) an opinion of counsel for the holder, which opinion and counsel shall be reasonably satisfactory to the Company, to the effect that no registration is required because of the availability of an exemption from registration under the Securities Act.

WARRANT TO PURCHASE SHARES OF COMMON STOCK

OF POPMAIL.COM, INC.

Warrant No. JB-1 Irving, Texas

December 8, 2000

This certifies that, for value received, JBII Corporation, a Delaware corporation, or its successors or assigns ("Holder"), is entitled to purchase from PopMail.com, Inc. (the "Company") eight hundred forty thousand (840,000) fully paid and nonassessable shares (the "Shares") of the Company's Common Stock, $.01 par value (the "Common Stock"), at any time and from time to time from the date hereof until March 15, 2002 (the "Warrant Exercise Period"), at an exercise price of $0.01 per share (the "Exercise Price"), subject to adjustment as herein provided. All cash proceeds in excess of $300,000 generated by Holder upon sale or transfer of the Shares (net of any and all reasonable costs, expenses, and obligations incurred by Holder in enforcing its rights under this Warrant, exercising this Warrant, or selling or transferring the Shares, including but not limited to any taxes, discounts, commissions, and attorneys' fees), shall be remitted by Holder to the Company.

This Warrant is subject to the following provisions, terms and conditions:

1. Exercise of Warrant.

(a) Exercise for Cash. The rights represented by this Warrant may be exercised by the Holder, in whole or in part (but not as to a fractional share of Common Stock), during the Warrant Exercise Period by the surrender of this Warrant (properly endorsed, if required, at the Company's principal office in Irving, Texas, or such other office or agency of the Company as the Company may designate by notice in writing to the Holder at the address of such Holder appearing on the books of the Company at any time within the period above named), and upon payment to the Company by certified check, bank draft or cash of the purchase price for such Shares. The Company agrees that the Shares so purchased shall have and are deemed to be issued to the Holder as the record owner of such Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for such Shares as aforesaid. Certificates for the Shares of Common Stock so purchased shall be delivered to the Holder within a reasonable time, not exceeding ten (10) days, after the rights represented by this Warrant shall have been so exercised, and, unless this Warrant has expired, a new Warrant representing the number of Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be delivered to the Holder within such time. The Company may require that any such new Warrant or any certificate for Shares purchased upon the exercise hereof bear a legend substantially similar to that which is contained on the face of this Warrant.

b. Cashless Exercise. Upon receipt of a notice of cashless exercise, the Company shall deliver to the Holder (without payment by the Holder of any exercise price) that number of Shares that is equal to the quotient obtained by dividing (x) the value of the portion of the Warrant to be exercised on the date that the Warrant shall have been surrendered (determined by subtracting the aggregate exercise price in effect on the Exercise Date for the number of Shares to be purchased upon exercise from the aggregate Fair Market Value (hereinafter defined) for such Shares) by (y) the Fair Market Value of one share of Common Stock. A notice of "cashless exercise" shall state the number of Shares as to which the Warrant is being exercised. "Fair Market Value" for purposes of this Section (b) shall mean the average of the Common Stock closing prices reported by the principal exchange on which the Common Stock is traded, or the last sale prices as reported by the Nasdaq National Market or SmallCap Market, as the case may be, for the ten (10) business days immediately preceding the Exercise Date or, in the event no public market shall exist for the Common Stock at the time of such cashless exercise, Fair Market Value shall mean the fair market value of the Common Stock as the same shall be determined in the good faith discretion of the Board of Directors, after full consideration of all factors then deemed relevant by such Board in establishing such value, including by way of illustration and not limitation, the per share purchase price of Common Stock or per security convertible into one share of Common Stock of the most recent sale of shares of Common Stock or securities convertible into Common Stock by the Company after the date hereof all as evidenced by the vote of a majority of the directors then in office.

2. Representations and Warranties of the Company. All corporate action on the part of the Company, its officers, directors and shareholders necessary for the authorization, sale, issuance and delivery of the Warrant, the Shares issuable on conversion or exercise thereof, and the performance of all obligations of the Company hereunder and thereunder has been taken or will be taken prior to the delivery of this Warrant. The execution and delivery of this Warrant, the consummation of the transactions herein contemplated, and the compliance with the terms and provisions of this Warrant do not and will not conflict with, or result in the breach of, or constitute a default or an event permitting acceleration under, the Articles of Incorporation or Bylaws of the Company, or any stock purchase agreement, shareholder agreement, note, bank loan, credit agreement, license, lease, or any other agreement, understanding, instrument, judgment, decree, order, statute, rule, or regulation to which the Company is a party or by which it is bound. The Warrant, when executed and delivered by the Company, shall constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other laws of general application affecting enforcement of creditors' rights generally, as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

3. Transferability of this Warrant. This Warrant is issued upon the following terms, to which the Holder consents and agrees:

(a) Other than any sale, pledge, or transfer to Vignette Corporation or any sale, pledge, or transfer to a third party approved in writing by Vignette Corporation, Holder shall not sell or transfer this Warrant, or the Shares issuable upon exercise of this Warrant, earlier than March 15, 2001, without the consent of the Company, which consent shall not be unreasonably withheld.

(b) Until this Warrant is transferred on the books of the Company, the Company will treat the Holder of this Warrant registered as such on the books of the Company as the absolute owner hereof for all purposes without being affected by any notice to the contrary, provided, that upon five days of receipt by the Company of a notice that the Warrant has been transferred to Vignette Corporation, the Company shall effect such transfer on its books and records.

(c) This Warrant may not be exercised, and this Warrant and the Shares underlying this Warrant shall not be transferable, except in compliance with all applicable state and federal securities laws, regulations and orders, and with all other applicable laws, regulations and orders.

(d) If a registration statement is not effective with respect to the Warrant or the Shares, as the case may be, prior to making any disposition of this Warrant or of any of the Shares underlying this Warrant, the Holder will give written notice to the Company describing the manner of any such proposed disposition. In such event, the Warrant may not be transferred, and the Shares may not be transferred, without the Holder obtaining an opinion of counsel satisfactory in form and substance to the Company's counsel stating that the proposed transaction will not result in a prohibited transaction under the Securities Act. By accepting this Warrant, the Holder agrees to act in accordance with any conditions reasonably imposed on such transfer by such opinion of counsel.

(e) Neither this issuance of this Warrant nor the issuance of the Shares underlying this Warrant have been registered under the Securities Act.

4. Certain Covenants of the Company. The Company covenants and agrees that all Shares which may be issued upon the exercise of the rights represented by this Warrant, upon issuance and full payment for the Shares so purchased, will be duly authorized and issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue hereof, except those that may be created by or imposed upon the Holder or its property, and without limiting the generality of the foregoing, the Company covenants and agrees that it will from time to time take all such actions as may be required to assure that the par value per share of the Common Stock is at all times equal to or less than the effective purchase price per share of the Common Stock issuable pursuant to this Warrant. The Company further covenants and agrees that during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved free of preemptive or other rights for the exclusive purpose of issue upon exercise of the purchase rights evidenced by this Warrant, a sufficient number of shares of its Common Stock to provide for the exercise of the rights represented by this Warrant.

5. Adjustment of Exercise Price and Number of Shares. The Exercise Price and number of Shares are subject to the following adjustments:

(a) Adjustment of Exercise Price for Stock Dividend, Stock Split or Stock Combination. In the event that (i) any dividends on any class of stock of the Company payable in Common Stock or securities convertible into or exercisable for Common Stock ("Common Stock Equivalents") shall be paid by the Company, (ii) the Company shall subdivide its then outstanding shares of Common Stock into a greater number of shares, or (iii) the Company shall combine its outstanding shares of Common Stock, by reclassification or otherwise, then, in any such event, the Exercise Price in effect immediately prior to such event shall (until adjusted again pursuant hereto) be adjusted immediately after such event to a price (calculated to the nearest full cent) determined by dividing (a) the number of shares of Common Stock outstanding immediately prior to such event, multiplied by the then existing Exercise Price, by (b) the total number of shares of Common Stock outstanding immediately after such event, and the resulting quotient shall be the adjusted Exercise Price per share. No adjustment of the Exercise Price shall be made if the amount of such adjustment shall be less than $.05 per share, but in such case any adjustment that would otherwise be required then to be made shall be carried forward and shall be made at the time and together with the next subsequent adjustment which, together with any adjustment or adjustments so carried forward, shall amount to not less than $.05 per share.

(b) Adjustment of Number of Shares Purchasable on Exercise of Warrants. Upon each adjustment of the Exercise Price pursuant to this Section, the Holder shall thereafter (until another such adjustment) be entitled to purchase at the adjusted Exercise Price the number of shares, calculated to the nearest full share, obtained by multiplying the number of shares specified in such Warrant (as adjusted as a result of all adjustments in the Exercise Price in effect prior to such adjustment) by the Exercise Price in effect prior to such adjustment and dividing the product so obtained by the adjusted Exercise Price.

(c) Notice as to Adjustment. Upon any adjustment of the Exercise Price and any increase or decrease in the number of shares of Common Stock purchasable upon the exercise of the Warrant, then, and in each such case, the Company within thirty (30) days thereafter shall give written notice thereof, by first class mail, postage prepaid, addressed to each Holder as shown on the books of the Company, which notice shall state the adjusted Exercise Price and the increased or decreased number of shares purchasable upon the exercise of the Warrants, and shall set forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

(d) Effect of Reorganization, Reclassification, Merger, etc. If at any time while any Warrant is outstanding there should be any capital reorganization of the capital stock of the Company (other than the issuance of any shares of Common Stock in subdivision of outstanding shares of Common Stock by reclassification or otherwise and other than a combination of shares provided for in Section 5(a) hereof), or any consolidation or merger of the Company with another corporation, or any sale, conveyance, lease or other transfer by the Company of all or substantially all of its property to any other corporation, which is effected in such a manner that the holders of Common Stock shall be entitled to receive cash, stock, securities, or assets with respect to or in exchange for Common Stock, then, as a part of such transaction, lawful provision shall be made so that each Holder shall have the right thereafter to receive, upon the exercise hereof, the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from such consolidation or merger, or of the corporation to which the property of the Company has been sold, conveyed, leased or otherwise transferred, as the case may be, which the Holder would have been entitled to receive upon such capital reorganization, reclassification of capital stock, consolidation, merger, sale, conveyance, lease or other transfer, if such Warrant had been exercised immediately prior to such capital reorganization, reclassification of capital stock, consolidation, merger, sale, conveyance, lease or other transfer. In any such case, appropriate adjustments (as determined by the Board of Directors of the Company) shall be made in the application of the provisions set forth in this Warrant (including the adjustment of the Exercise Price and the number of Shares issuable upon the exercise of the Warrants) to the end that the provisions set forth herein shall thereafter be applicable, as near as reasonably may be, in relation to any shares or other property thereafter deliverable upon the exercise of the Warrants as if the Warrants had been exercised immediately prior to such capital reorganization, reclassification of capital stock, such consolidation, merger, sale, conveyance, lease or other transfer and the Warrant Holders had carried out the terms of the exchange as provided for by such capital reorganization, consolidation or merger. The Company shall not effect any such capital reorganization, consolidation, merger or transfer unless, upon or prior to the consummation thereof, the successor corporation or the corporation to which the property of the Company has been sold, conveyed, leased or otherwise transferred shall assume by written instrument the obligation to deliver to each Holder such shares of stock, securities, cash or property as in accordance with the foregoing provisions such Holder shall be entitled to purchase.

6. No Rights as Shareholders. This Warrant shall not entitle the Holder as such to any voting rights or other rights as a stockholder of the Company.

7. Registration Rights. If the Company shall propose to file any registration statement (other than any registration statement on Form S-4, S-8 or any other similarly inappropriate form, or any successor forms thereto), under the 1933 Act covering a public offering of the Company's Common Stock (including Common Stock held by shareholders of the Company), including without limitation the registration statement the Company was preparing, as of November 30, 2000, on Form S-3, it shall include in the Registration Statement (to the extent permitted by applicable regulation), the Common Stock purchased or purchasable by the Holder upon the exercise of the Warrant. The Company shall bear all expenses and fees incurred in connection with the preparation, filing, and amendment of the Registration Statement with the Commission, except that the Holder shall pay all fees, disbursements and expenses of any counsel or expert retained by the Holder and all underwriting discounts and commissions, filing fees and any transfer or other taxes relating to the Shares included in the Registration Statement. The Holder of this Warrant agrees to cooperate with the Company in the preparation and filing of any Registration Statement, and in the furnishing of information concerning the Holder for inclusion therein, or in any efforts by the Company to establish that the proposed sale is exempt under the 1933 Act as to any proposed distribution. Except as provided above, all attorneys' fees and expenses incurred by the Holder in enforcing its registration rights set forth in this Section 7 shall be paid by the Company.

8. Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the State of Minnesota.

9. Amendments and Waivers. The provisions of this Warrant may not be amended, modified or supplemented, and waiver or consents to departures from the provisions hereof may not be given, unless the Company agrees in writing and has obtained the written consent of the Holders.

10. Notices. All notices or communications hereunder, except as herein otherwise specifically provided, shall be in writing and if sent to the Holder shall be mailed, delivered, or telefaxed and confirmed to the Holder at its address set forth on the records of the Company, with a copy to Vignette Corporation, 901 S. Mopac, Building III, Austin, Texas 78746, Attn: General Counsel; or if sent to the Company shall be mailed, delivered, or telefaxed and confirmed to PopMail.com, Inc., 1333 Corporate Drive # 350, Irving, TX 75038 or to such other address as the Company or the Holder shall notify the other as provided in this Section.

IN WITNESS WHEREOF, PopMail.com, inc. has caused this Warrant to be signed by its duly authorized officer in the date set forth above.

PopMail.com, inc.

By:________________________________

Its:________________________________

SUBSCRIPTION FORM

To be signed only upon exercise of Warrant.

The undersigned, the holder of the within Warrant, hereby irrevocably elects to exercise the purchase right represented by such Warrant for, and to purchase thereunder, ____________________ of the shares of Common Stock of PopMail.com, inc. (the "Shares") to which such Warrant relates and herewith makes payment of $_____________ therefor in cash, certified check or bank draft and requests that a certificate evidencing the Shares be delivered to, _______________________________, the address for whom is set forth below the signature of the undersigned:

Dated: ____________________

(Signature)

(Address)

ASSIGNMENT FORM

To be signed only upon authorized transfer of Warrant.

FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto _____________________________________ the right to purchase shares of Common Stock of PopMail.com, inc. to which the within Warrant relates and appoints ____________________ attorney, to transfer said right on the books of _________________ with full power of substitution in the premises.

Dated: ____________________

(Signature)

(Address)

EX-4.53

Exhibit 4.53

The Warrant and the securities issuable upon exercise of this Warrant (the "Securities") have not been registered under the Securities Act of 1933 (the "Securities Act") or under any state securities or Blue Sky laws ("Blue Sky Laws"). No transfer, sale, assignment, pledge, hypothecation or other disposition of this Warrant or the Securities or any interest therein may be made except (a) pursuant to an effective registration statement under the Securities Act and any applicable Blue Sky Laws or (b) if the Company has been furnished with both an opinion of counsel for the holder, which opinion and counsel shall be reasonably satisfactory to the Company, to the effect that no registration is required because of the availability of an exemption from registration under the Securities Act and applicable Blue Sky Laws, and assurances that the transfer, sale, assignment, pledge, hypothecation or other disposition will be made only in compliance with the conditions of any such registration or exemption.

WARRANT TO PURCHASE SHARES OF COMMON STOCK

OF POPMAIL.COM, INC.

Warrant No. ___ Irving, Texas

December 21, 2000

This certifies that, for value received, The Shaar Fund, or its successors or assigns ("Holder") is entitled to purchase from PopMail.com, inc. (the "Company") One Hundred Thousand (100,000) fully paid and nonassessable shares (the "Shares") of the Company's Common Stock, $.01 par value (the "Common Stock"), at any time from the date hereof until December 21, 2005 (the "Warrant Exercise Period"), at an exercise price per share of 120% of the Market Price (as defined below) (the "Exercise Price"), subject to adjustment as herein provided. "Market Price" shall mean the lower of (i) the lowest trade of the Company's Common Stock as reported by Nasdaq or (ii) the lowest price for which the Company sells a share of Common Stock, each determined during the period commencing thirty (30) days prior to the date hereof and ending thirty (30) days after the date hereof.

This Warrant is subject to the following provisions, terms and conditions:

1. Exercise of Warrant. The rights represented by this Warrant may be exercised by the Holder, in whole or in part (but not as to a fractional share of Common Stock), by the surrender of this Warrant (properly endorsed, if required, at the Company's principal office in Irving, Texas, or such other office or agency of the Company as the Company may designate by notice in writing to the Holder at the address of such Holder appearing on the books of the Company at any time within the period above named), and upon payment to it by certified check, bank draft or cash of the purchase price for such Shares. The Company agrees that the Shares so purchased shall have and are deemed to be issued to the Holder as the record owner of such Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for such Shares as aforesaid. Certificates for the Shares of Common Stock so purchased shall be delivered to the Holder within a reasonable time, not exceeding ten (10) days, after the rights represented by this Warrant shall have been so exercised, and, unless this Warrant has expired, a new Warrant representing the number of Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be delivered to the Holder within such time. The Company may require that any such new Warrant or any certificate for Shares purchased upon the exercise hereof bear a legend substantially similar to that which is contained on the face of this Warrant.

2. Transferability of this Warrant. This Warrant is issued upon the following terms, to which each Holder consents and agrees:

(a) Until this Warrant is transferred on the books of the Company, the Company will treat the Holder of this Warrant registered as such on the books of the Company as the absolute owner hereof for all purposes without being affected by any notice to the contrary.

(b) This Warrant may not be exercised, and this Warrant and the Shares underlying this Warrant shall not be transferable, except in compliance with all applicable state and federal securities laws, regulations and orders, and with all other applicable laws, regulations and orders.

(c) Prior to making any disposition of this Warrant or of any of the Shares underlying this Warrant, the Holder will give written notice to the Company describing the manner of any such proposed disposition. The Warrant may not be transferred, and the Shares may not be transferred, without the Holder obtaining an opinion of counsel satisfactory in form and substance to the Company's counsel stating that the proposed transaction will not result in a prohibited transaction under the Securities Act, and applicable Blue Sky laws. By accepting this Warrant, the Holder agrees to act in accordance with any conditions reasonably imposed on such transfer by such opinion of counsel.

(d) Neither this issuance of this Warrant nor the issuance of the Shares underlying this Warrant have been registered under the Securities Act.

3. Certain Covenants of the Company. The Company covenants and agrees that all Shares which may be issued upon the exercise of the rights represented by this Warrant, upon issuance and full payment for the Shares so purchased, will be duly authorized and issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue hereof, except those that may be created by or imposed upon the Holder or its property, and without limiting the generality of the foregoing, the Company covenants and agrees that it will from time to time take all such actions as may be requisite to assure that the par value per share of the Common Stock is at all times equal to or less than the effective purchase price per share of the Common Stock issuable pursuant to this Warrant. The Company further covenants and agrees that during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved free of preemptive or other rights for the exclusive purpose of issue upon exercise of the purchase rights evidenced by this Warrant, a sufficient number of shares of its Common Stock to provide for the exercise of the rights represented by this Warrant.

4. Adjustment of Exercise Price and Number of Shares. The Exercise Price and number of Shares are subject to the following adjustments:

(a) Adjustment of Exercise Price for Stock Dividend, Stock Split or Stock Combination. In the event that (i) any dividends on any class of stock of the Company payable in Common Stock or securities convertible into or exercisable for Common Stock ("Common Stock Equivalents") shall be paid by the Company, (ii) the Company shall subdivide its then outstanding shares of Common Stock into a greater number of shares, or (iii) the Company shall combine its outstanding shares of Common Stock, by reclassification or otherwise, then, in any such event, the Exercise Price in effect immediately prior to such event shall (until adjusted again pursuant hereto) be adjusted immediately after such event to a price (calculated to the nearest full cent) determined by dividing (a) the number of shares of Common Stock outstanding immediately prior to such event, multiplied by the then existing Exercise Price, by (b) the total number of shares of Common Stock outstanding immediately after such event, and the resulting quotient shall be the adjusted Exercise Price per share. No adjustment of the Exercise Price shall be made if the amount of such adjustment shall be less than $.05 per share, but in such case any adjustment that would otherwise be required then to be made shall be carried forward and shall be made at the time and together with the next subsequent adjustment which, together with any adjustment or adjustments so carried forward, shall amount to not less than $.05 per share.

(b) Adjustment of Number of Shares Purchasable on Exercise of Warrants. Upon each adjustment of the Exercise Price pursuant to this Section, the Holder shall thereafter (until another such adjustment) be entitled to purchase at the adjusted Exercise Price the number of shares, calculated to the nearest full share, obtained by multiplying the number of shares specified in such Warrant (as adjusted as a result of all adjustments in the Exercise Price in effect prior to such adjustment) by the Exercise Price in effect prior to such adjustment and dividing the product so obtained by the adjusted Exercise Price.

(c) Notice as to Adjustment. Upon any adjustment of the Exercise Price and any increase or decrease in the number of shares of Common Stock purchasable upon the exercise of the Warrant, then, and in each such case, the Company within thirty (30) days thereafter shall give written notice thereof, by first class mail, postage prepaid, addressed to each Holder as shown on the books of the Company, which notice shall state the adjusted Exercise Price and the increased or decreased number of shares purchasable upon the exercise of the Warrants, and shall set forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

(d) Effect of Reorganization, Reclassification, Merger, etc. If at any time while any Warrant is outstanding there should be any capital reorganization of the capital stock of the Company (other than the issuance of any shares of Common Stock in subdivision of outstanding shares of Common Stock by reclassification or otherwise and other than a combination of shares provided for in Section 4(a) hereof), or any consolidation or merger of the Company with another corporation, or any sale, conveyance, lease or other transfer by the Company of all or substantially all of its property to any other corporation, which is effected in such a manner that the holders of Common Stock shall be entitled to receive cash, stock, securities, or assets with respect to or in exchange for Common Stock, then, as a part of such transaction, lawful provision shall be made so that each Holder shall have the right thereafter to receive, upon the exercise hereof, the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from such consolidation or merger, or of the corporation to which the property of the Company has been sold, conveyed, leased or otherwise transferred, as the case may be, which the Holder would have been entitled to receive upon such capital reorganization, reclassification of capital stock, consolidation, merger, sale, conveyance, lease or other transfer, if such Warrant had been exercised immediately prior to such capital reorganization, reclassification of capital stock, consolidation, merger, sale, conveyance, lease or other transfer. In any such case, appropriate adjustments (as determined by the Board of Directors of the Company) shall be made in the application of the provisions set forth in this Warrant (including the adjustment of the Exercise Price and the number of Shares issuable upon the exercise of the Warrants) to the end that the provisions set forth herein shall thereafter be applicable, as near as reasonably may be, in relation to any shares or other property thereafter deliverable upon the exercise of the Warrants as if the Warrants had been exercised immediately prior to such capital reorganization, reclassification of capital stock, such consolidation, merger, sale, conveyance, lease or other transfer and the Warrant Holders had carried out the terms of the exchange as provided for by such capital reorganization, consolidation or merger. The Company shall not effect any such capital reorganization, consolidation, merger or transfer unless, upon or prior to the consummation thereof, the successor corporation or the corporation to which the property of the Company has been sold, conveyed, leased or otherwise transferred shall assume by written instrument the obligation to deliver to each Holder such shares of stock, securities, cash or property as in accordance with the foregoing provisions such Holder shall be entitled to purchase.

5. No Rights as Stockholders. This Warrant shall not entitle the Holder as such to any voting rights or other rights as a stockholder of the Company.

6. Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the State of Minnesota.

7. Amendments and Waivers. The provisions of this Warrant may not be amended, modified or supplemented, and waiver or consents to departures from the provisions hereof may not be given, unless the Company agrees in writing and has obtained the written consent of the Holders.

8. Notices. All notices or communications hereunder, except as herein otherwise specifically provided, shall be in writing and if sent to the Holder shall be mailed, delivered, or telefaxed and confirmed to the Holder at his or her address set forth on the records of the Company; or if sent to the Company shall be mailed, delivered, or telefaxed and confirmed to PopMail.com, inc., 1333 Corporate Drive, Suite 350, Irving, TX 75038 or to such other address as the Company or the Holder shall notify the other as provided in this Section.

IN WITNESS WHEREOF, PopMail.com, inc. has caused this Warrant to be signed by its duly authorized officer in the date set forth above.

PopMail.com, inc.

By:___________________________________

Its:________________________________

SUBSCRIPTION FORM

To be signed only upon exercise of Warrant.

The undersigned, the holder of the within Warrant, hereby irrevocably elects to exercise the purchase right represented by such Warrant for, and to purchase thereunder, ___________________________________________ of the shares of Common Stock of PopMail.com, inc. (the "Shares") to which such Warrant relates and herewith makes payment of $______ therefor in cash, certified check or bank draft and requests that a certificate evidencing the Shares be delivered to, _______________________________, the address for whom is set forth below the signature of the undersigned:

Dated: ____________________

(Signature)

(Address)

ASSIGNMENT FORM

To be signed only upon authorized transfer of Warrant.

FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto _____________________________________ the right to purchase shares of Common Stock of PopMail.com, inc. to which the within Warrant relates and appoints ____________________ attorney, to transfer said right on the books of _________________ with full power of substitution in the premises.

Dated: ____________________

(Signature)

(Address)

EX-4.54

Exhibit 4.54

Schedule of Warrants

Issued in Connection with Convertible Secured Debt Financing

Date of         Name of                 Warrant Number          Expiration Date
Issuance        Warrant Recipient       No.     Shares


12/01/00        GSI Ventures, LLC       GSI-1   200,000         12/01/05

12/08/00        GSI Ventures, LLC       GSI-2    50,000         12/08/05

12/13/00        GSI Ventures, LLC       GSI-3    50,000         12/13/05

12/15/00        GSI Ventures, LLC       GSI-4    50,000         12/15/05

12/21/00        The Shaar Fund, Ltd.    GSI-5   100,000         12/21/05

02/08/01        GSI Ventures, LLC       GSI-6    35,000         02/08/06























EX-4.55
18
exh455.htm
EXHIBIT













Exhibit 4.55

March 12, 2000


To:	Henry Fong, Gulfstream Partners

From:	PopMail.com, Inc.

Re:	Amended and Restated Letter Agreement for Investment

Dear Mr. Fong:

	PopMail.com, Inc. ("PopMail" of the "Company") hereby
agrees to sell shares of its common stock to Gulfstream Partners
("Gulfstream") on the following terms, which have been amended and
restated from the terms of our previous letter agreement dated October 30,
2000:





Gulfstream hereby subscribes for and purchases 3,000,000
shares of common stock, par value $.01 per share (the "Common
Stock") of PopMail. Upon the shareholder approval and filing of
the amendment to the Articles of Incorporation referred to above, the shares of
Common Stock issued to Gulfstream will be duly authorized, validly issued, fully
paid and non-assessable.

In payment for the Common Stock, Gulfstream agrees to pay
to the Company a cash purchase price of Four Hundred Twenty-five Thousand
Dollars ($425,000). The purchase price will be paid no later than October 30,
2000. 

Gulfstream acknowledges that an investment in PopMail is
highly speculative, involves a high degree of risk and immediate dilution and is
suitable only for persons who can afford to lose their entire investment.
Gulfstream represents and warrants that it is Gulfstream's intention to acquire
the Common Stock for its account for investment purposes and not with a view to
resale in connection with any distribution thereof.  Gulfstream further
represents and agrees that if Gulfstream should later desire to dispose of or
transfer any of the Common Stock in any manner, Gulfstream shall not do so
without registration of the Common Stock pursuant to the Securities Act of 1933
(the "Act") and applicable state laws, unless Gulfstream obtains an
opinion of counsel satisfactory to the Company that such proposed disposition or
transfer may be made lawfully without the registration. Gulfstream understands
and acknowledges that the stock certificate representing the shares of Common
Stock subscribed for hereby and to be issued by the Company upon acceptance of
this Subscription Agreement, will contain an appropriate restrictive legend
evidencing the above restrictions.

PopMail agrees that as soon as practicable and in no
event more than 60 days after the issuance of the Common Stock, it will file
with the Securities and Exchange Commission a registration statement on Form S-3
(or, if such form is unavailable, on such other form as is available for such
registration), covering the resale of the Common Stock. PopMail will use its
best efforts to have such registration statement declared effective by the SEC
within 30 days after the filing of the registration statement. PopMail will use
its best efforts to keep the registration statement effective at all times until
the earlier of (i) two years after the date of this Agreement or (ii) the date
on which Gulfstream or its assignee has sold all of the Common Stock.

Gulfstream shall maintain the right to assign up to
1,588,235 of the aforementioned 3,000,000 shares to Wayne Mills, Blake Capital
Partners or such other assignee as Gulfstream requests.

This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and to their successors and assigns. This
instrument contains the entire agreement of the parties, and there are no
representations, covenants or other agreements except as stated or referred to
herein. This Agreement shall be governed by and construed in accordance with the
laws of the State of Minnesota.

















Very truly yours,

POPMAIL.COM, INC.


By ____________________
Its ____________________
















The undersigned agrees to purchase the Common Stock described above
subject to the terms and conditions of this Amended and Restated Letter
Agreement.

GULFSTREAM PARTNERS
By ______________________
Its ______________________

Date: March 12, 2001



















EX-4.56
19
exh456.htm
EXHIBIT












Exhibit 4.56



SUBSCRIPTION AGREEMENT

	This SUBSCRIPTION AGREEMENT (the "Agreement") is made as of
March 16, 2001, by and between PopMail.com, inc., a Minnesota corporation (the
"Company"), and Goben Enterprises L.P. (the
"Purchaser").

	WHEREAS, the Company desires to sell to Purchaser, and Purchaser desires
to purchase, Five Hundred Thousand (500,000) shares of the Company's common
stock, $.01 par value (the "Shares") for an aggregate price of Thirty-
five Thousand Dollars ($35,000).

	NOW, THEREFORE, in consideration of the mutual covenants and upon the
terms and subject to the conditions set forth herein, the Company and Purchaser
agree as follows:





Acquisition of Shares. In accordance with the
terms and conditions set forth herein, the Company hereby agrees to sell,
transfer, convey and deliver to Purchaser, and Purchaser hereby agrees to
acquire on the date hereof, all right, title and interest in the Shares.  The
aggregate purchase price of the Shares shall be Thirty-five Thousand Dollars
($35,000) payable upon the parties' execution of this Agreement.  Promptly after
the execution of this Agreement and receipt of the Purchaser's payment the
Company shall deliver to Purchaser a stock certificate evidencing the
Shares.
Representations, Warranties and Covenants of the
Purchaser.  The Purchaser represents and warrants to the Company as
follows:






Binding Obligation.  This Agreement constitutes
the legal, valid and binding obligation of Purchaser in accordance with the
terms hereof.
Representations, Warranties and Covenants of the
Purchaser. 








Purchaser has been given access to full and complete
information regarding the Company (including the opportunity to meet with
Company officers and review such other documents as Purchaser may have requested
in writing).
Purchaser represents that it is an "Accredited
Investor," as that term is defined in Rule 501(a) promulgated in connection
with the Securities Act of 1933, as amended.
Purchaser is experienced and knowledgeable in financial
and business matters, is capable of evaluating the merits and risks of investing
in the Shares, and does not need or desire the assistance of a knowledgeable
representative to aid in the evaluation of such risks.
Purchaser realizes that a purchase of the Shares
represents a speculative investment involving a high degree of risk.
Purchaser realizes that the Shares have not been
registered for sale under the Securities Act of 1933, as amended, (the
"Act"), or applicable state securities laws (the "State
Laws") and may be sold only pursuant to registration under the Act and
State Laws, or an opinion of counsel satisfactory to counsel for the Company
that such registration is not required.
Purchaser is a resident of the State of
Florida.








Representations, Warranties and Covenants of the
Company.  The Company hereby represents, warrants and covenants to Purchaser
as follows:







Binding Obligation. This Agreement constitutes
the legal, valid and binding obligation of Purchaser in accordance with the
terms hereof.

No Legal Bar. The Company is not prohibited by any
order, writ, injunction or decree of any body of competent jurisdiction from
consummating the transactions contemplated by this Agreement, and no such action
or proceeding is pending against Company which questions the validity of this
Agreement or any of the transactions contemplated hereby.

Regulatory Approvals. There are no consents,
approvals, authorizations and other requirements prescribed by any law, rule or
regulation which must be obtained or satisfied by Company in order to permit the
consummation of the transactions contemplated by this Agreement.

Registration Under the Securities Act of 1933.
The Company shall include the Shares in its next registration statement filed
under the Act.  The Company shall prepare and file a registration statement
under the Act (the "Registration Statement") registering the Shares
for resale within 90 days of the date of this Agreement.  The Company shall bear
all expenses and fees incurred in connection with the preparation, filing, and
amendment of the Registration Statement with the Securities and Exchange
Commission, except that the Purchaser (or its assignee) shall pay (i) all fees,
disbursements and expenses of any counsel or expert retained by Purchaser and
(ii) all underwriting discounts and commissions, filing fees and any transfer or
other taxes relating to the Shares included in the Registration
Statement.



4.	Legend. The certificates representing the
Common Shares shall have imprinted a legend containing substantially the
following language:




"The securities represented by this certificate have
not been registered under either the Securities Act of 1933, as amended, or
applicable state securities laws and may not be sold, transferred, assigned,
offered, pledged or otherwise distributed for value unless there is an effective
registration statement under such Act and such laws covering such securities, or
the Company receives an opinion of counsel acceptable to the Company stating
that such sale, transfer, assignment, offer, pledge or other distribution for
value is exempt from the registration and prospectus delivery requirements of
such Act and such laws."



	5.	Miscellaneous.  

(a)	Governing Law.  This Agreement shall be
governed by and construed in accordance with the internal laws of the State of
Minnesota, without giving effect to the principles of conflict of laws.





Entire Agreement; Severability and
Enforcement.









This Agreement and the instruments delivered pursuant
hereto constitute the entire agreement between the parties and supersede all
prior agreements and understandings, written or oral, between the parties
relating to the subject matter hereof.  This Agreement may be amended or
supplemented only by a writing signed by all of the parties hereto.

Each provision of this Agreement is severable.  If any
provision of this Agreement is found to be unenforceable or in violation of any
statute, rule, regulation, order or decree of any governmental authority, court
or agency, then such provision shall be modified to the minimum extent necessary
so as to render it enforceable and cure such violation, and all other provisions
hereof shall remain in full force and effect notwithstanding such
violation.









Facsimile/Counterpart Execution. This Agreement
may be executed by facsimile transmitted signature, and both parties agree that
the reproduction of signatures by way of telecopying devices shall be treated as
though such reproductions were executed originals.  This Agreement may be
executed in counterparts, each of which shall be considered an
original.



IN WITNESS WHEREOF, the parties have
executed this Agreement as of the date and year first written above.
PopMail.com,
Inc.					


By:_____________________________	____________________________
__
   	Stephen J. Spohn				Goben Enterprises L.P.
("Purchaser")















Chief Financial
Officer	By:____________________________	
PopMail.com, Inc.	SS#:_________________________














	1333 Corporate Drive, Suite 350	Address:
______________________	
	Irving, TX
75038			______________________________
							_________________________






















EX-10.20
20
exh1020.htm
EXHIBIT











EXHIBIT 10.20
Date of		Name of		Warrant	        Number		Expiration
Issuance	Recipient	No.		Shares		Date		Status

3/03/99	Michael A. Bird		BWL-1		25,000		3/03/2004	Cancelled
3/03/99	John E. Feltl		BWL-2		82,500		3/03/2004
3/03/99	Stephen D. King		BWL-3		82,500		3/03/2004
3/03/99	Timothy I. Maudlin		BWL-4		50,000		3/03/2004
3/03/99	Wayne W. Mills		BWL-5		250,000		3/03/2004	Cancelled

Note: all share amounts and exercise prices are pre-split values.




















EX-10.23
21
exh1023.htm
EXHIBIT












EXHIBIT 10.23


Schedule of Warrants Issued in Connection with Series A 8% Convertible
Preferred Stock
Date of	Name of		Warrant	Number		Expiration
Issuance	Holder	 	No. 	Shares		Date /Status

5/14/99	The Shaar Fund, Ltd	A-1	300,000		5/14/2004
						Cancelled

5/14/99	Progressive Group	A-2	150,000		5/14/2004


NOTE:  All share amounts and exercise
prices reflect pre-split values.




















EX-10.29
22
exh1029.htm
EXHIBIT












EXHIBIT 10.29


Schedule of Warrants
Issued in Connection with Series C 8% Convertible Preferred
Stock

Date of	Name of 		Warrant	Number		Exercise Price
Issuance	Recipient		No.	Shares		Expiration Date

11/12/99	The Shaar Fund, Ltd.	C-1	100,000		$3.00
						7/13/2004
						Cancelled

7/13/99	Progressive Group	C-2	150,000		$3.00
						7/13/2004

11/12/99	The Shaar Fund, Ltd.	C-1b	100,000		$3.00
						7/13/2004
						Cancelled

11/12/99	The Shaar Fund, Ltd.	C-3	200,000		$2.00
						7/13/2004
						Cancelled



Note:  All share numbers and exercise prices are pre-split values.




















EX-10.33
23
exh1033.htm
EXHIBIT










EXHIBIT 10.33


Schedule of Warrants
Issued in Connection with Series D 8% Convertible Preferred
Stock

Date of		Name of		Warrant		Number		Expiration Date
Issuance		Recipient		No.		Shares


8/31/99		The Shaar Fund, Ltd.	D-1		300,000		8/31/2004
								Cancelled

8/31/99		Progressive Group	D-2		150,000		8/31/2004

Note:  All share amounts are pre-split
values.




















EX-10.52
24
exh1052.htm
EXHIBIT












Exhibit 10.52

STOCK PURCHASE AGREEMENT
By and Between
NETCALENDAR, INC.
and
POPMAIL.COM, INC.
______________________________
August __, 2000
______________________________






STOCK PURCHASE AGREEMENT


This Stock Purchase Agreement (the "Agreement") is entered into as of
August 8, 2000 (the "Effective Date") by and between NetCalendar, Inc., a
corporation organized under the laws of the State of Delaware (hereinafter
"NetCalendar"), and PopMail.com, inc., a Minnesota corporation
("PopMail").



W I T N E S S E T H:


WHEREAS, PopMail desires to purchase 27,624 shares of NetCalendar common
stock, par value $0.01 per share (the "Shares") and NetCalendar is willing to
sell the Shares to PopMail pursuant to the terms, and subject to the conditions
set forth hereinafter.
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
A G R E E M E N T:




PURCHASE AND SALE OF STOCK


Purchase and Sale.  Pursuant to the terms, and subject to the
conditions set forth herein, NetCalendar shall issue and sell the Shares to
PopMail, and PopMail shall purchase the Shares from NetCalendar for the price of
$1,000,000 (the "Purchase Price") payable in the manner specified in Section
1.2.

Payment of the Purchase Price. The Purchase Price shall be paid in
shares of PopMail common stock, $.01 par value, ("Purchase Price Shares")
delivered to NetCalendar at the closing (the "Closing") of the purchase
transaction contemplated herein selected by mutual agreement of the parties, but
not later than August 26, 2000 (the "Initial Closing Date").  For purposes of
this Section 1.2, the Purchase Price Shares shall be valued at the average
closing share price of PopMail common stock for the ten consecutive trading days
preceding the second business day prior to the Initial Closing Date (the
"Initial Closing Share Price"); provided, however, that PopMail
shall not be obligated to issue shares of its common stock at an effective per
share price of less than $.50.  If the average closing share price of PopMail
common stock for the ten consecutive trading days preceding the second business
day prior to the Initial Closing Date is less than $.50, PopMail shall offer to
NetCalendar Purchase Price Shares at an effective per share price of $.50 and
NetCalendar shall have the option to accept such offer (in which event the
Initial Closing Share Price shall be $.50) or to reject such offer and terminate
this Agreement pursuant to Section 6.1.
The Closing.  The Closing shall take place at the offices of Maslon
Edelman Borman & Brand, LLP, 3300 Wells Fargo Center, Minneapolis, MN 55402.
At the Closing, NetCalendar shall deliver to PopMail a certificate representing
the Shares in a form reasonably satisfactory to PopMail and its counsel and duly
executed by authorized officers of NetCalendar. At the Closing, PopMail shall
deliver to NetCalendar certificates representing the Purchase Price Shares in a
form reasonably satisfactory to NetCalendar and its counsel and duly executed by
authorized officers of PopMail. 
Supplemental Closing.  During the seven (7) business day period
commencing on the 435th day following the Initial Closing Date, NetCalendar
shall make the following determinations:  (a) the average per share selling
price (the "Average Selling Price") of all Purchase Price Shares, if any, sold
by NetCalendar during the 15-month period beginning upon the Initial Closing
Date pursuant to the provisions of Section 5.2 hereof, and (b) the number of
Purchase Price Shares, if any, which NetCalendar offered for sale at any time
pursuant to the provisions of Section 5.2 hereof, but was not able to sell due
to lack of a buyer during the applicable period (the "Unsold Purchase Price
Shares").  NetCalendar shall provide to PopMail written notice of each such
determination in reasonable detail, which notice shall include a certificate
containing any Unsold Purchase Price Shares (the "Lookback Notice").  If the
Average Selling Price of Purchase Price Shares sold by NetCalendar during such
period is less than the Initial Closing Share Price of such shares, NetCalendar
shall have the right to receive additional cash or, at PopMail's option, shares
of PopMail common stock ("Supplemental Purchase Price Shares") equal in value to
the amount by which the Initial Closing Share Price exceeds the Average Selling
Price, multiplied by the number of Purchase Price Shares sold by NetCalendar
during such 15-month period (such amount constituting the "Supplemental Purchase
Price").  In addition to the Supplemental Purchase Price, to the extent
NetCalendar has returned any Unsold Purchase Price Shares with the Lookback
Notice, NetCalendar shall have the right to receive, in exchange therefor, such
number of NetCalendar Shares as provided  below.  On the 10th business day
following the date of the Lookback Notice delivered in accordance herewith(the
"Supplemental Closing Date"), PopMail shall deliver to NetCalendar (a) either
cash or one or more certificates executed by duly authorized officers of PopMail
representing Supplemental Purchase Price Shares equal in value to the
Supplemental Purchase Price, and (b) such number of Shares as shall have been
purchased by PopMail with the Unsold Purchase Price Shares as of the Initial
Closing Date.  For purposes of this Section 1.4, the value of the Supplemental
Purchase Price Shares shall be equal to the average closing share price of
PopMail common stock for the ten consecutive trading days preceding the second
business day prior to the Supplemental Closing Date.  In the event that the
Supplemental Registration Statement is not declared effective by the Securities
and Exchange Commission (the "SEC") on or before the Supplemental Registration
Due Date, or is not maintained effective throughout the Supplemental
Registration Period, pursuant to the provisions of Section 5.3 hereof,
NetCalendar shall be entitled to return to PopMail certificates representing
such number of Supplemental Purchase Price Shares as shall then be held by
NetCalendar (such shares representing the "Unrealized Supplemental Purchase
Price") and PopMail shall, within five (5) days following receipt of same,
either pay to NetCalendar the Unrealized Supplemental Purchase Price in cash or
return to NetCalendar that number of Shares as shall have been equivalent in
value to the Unrealized Supplemental Purchase Price as of the Initial Closing
Date.


REPRESENTATIONS AND WARRANTIES


Representations and Warranties of NetCalendar.  NetCalendar
hereby represents and warrants to PopMail as of the date hereof as follows:


Organization and Qualification.  NetCalendar is a corporation,
validly existing and in good standing under the laws of the State of Delaware,
with the requisite corporate power and authority to own and use its properties
and assets and to carry on its business as currently conducted.  NetCalendar is
duly qualified to do business and is in good standing as a foreign corporation
in each jurisdiction in which the nature of the business conducted or property
owned by it makes such qualification necessary, except where the failure to be
so qualified or in good standing, as the case may be, could not, individually or
in the aggregate, (x) adversely affect the legality, validity or enforceability
of the Shares or this Agreement, (y) have a material adverse effect on the
results of operations, assets, or financial condition of NetCalendar, or (z)
adversely impair NetCalendar's ability to perform fully on a timely basis its
material obligations under this Agreement (a "Material Adverse Effect").
Authorization; Enforcement.  NetCalendar has the requisite corporate
power and authority to enter into and to consummate the transactions
contemplated by this Agreement and to otherwise carry out its obligations
thereunder. The execution and delivery of this Agreement by NetCalendar and the
consummation by it of the transactions contemplated hereby have been duly
authorized by all necessary action on the part of NetCalendar. This Agreement
has been duly executed by NetCalendar and when delivered in accordance with the
terms hereof shall constitute the legal, valid and binding obligation of
NetCalendar enforceable against NetCalendar in accordance with its terms, except
as such enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating to, or
affecting generally the enforcement of, creditors' rights and remedies or by
other equitable principles of general application.  NetCalendar is not in
violation of any provision of its certificate of incorporation, bylaws or other
charter documents.
Capitalization.  The authorized, issued and outstanding capital stock
of NetCalendar is set forth in Schedule 2.1(c).  The only shares of currently
issued and outstanding NetCalendar capital stock (including shares of common
stock) entitled to preemptive or similar rights are shares of Series A, B and C
Convertible Preferred Stock. Except as disclosed in Schedule 2.1(c), there are
no outstanding options, warrants, script rights to subscribe to, calls or
commitments of any character whatsoever relating to, or, securities, rights or
obligations convertible into or exchangeable for, or giving any person any right
to subscribe for or acquire any shares of common stock, or contracts,
commitments, understandings, or arrangements by which NetCalendar is or may
become bound to issue additional shares of common stock, or securities or rights
convertible or exchangeable into shares of common stock. 
Issuance of the Shares.  The Shares are duly authorized, and, when
issued against payment as contemplated by this Agreement, shall be validly
issued.
No Conflicts.  The execution, delivery and performance of this
Agreement by NetCalendar and the consummation by NetCalendar of the transactions
contemplated hereby do not and will not (i) conflict with or violate any
provision of its certificate of incorporation, bylaws or other charter documents
(each as amended through the date hereof), (ii) conflict with, or constitute a
default (or an event which with notice or lapse of time or both would become a
default) under, or give to others any rights of termination, amendment,
acceleration or cancellation of, any agreement, indenture or instrument
(evidencing a NetCalendar debt or otherwise) to which NetCalendar is a party or
by which any property or asset of NetCalendar is bound or affected, or (iii)
result in a violation of any law, rule, regulation, order, judgment, injunction,
decree or other restriction of any court or governmental authority to which
NetCalendar is subject (including federal and state securities laws and
regulations), or by which any property or asset of NetCalendar is bound or
affected, except in the case of each of clauses (ii) and (iii), as could not,
individually or in the aggregate, have or result in a Material Adverse Effect.
The business of NetCalendar is not being conducted in violation of any law,
ordinance or regulation of any governmental authority, except for violations
which, individually or in the aggregate, could not have or result in a Material
Adverse Effect.
Consents and Approvals.  NetCalendar is not required to obtain any
consent, waiver, authorization or order of, or make any filing or registration
with, any court or other federal, state, local, foreign or other governmental
authority or other Person (defined below) in connection with the execution,
delivery and performance by NetCalendar of this Agreement other than where the
failure to obtain such consent, waiver, authorization or order, or to give or
make such notice or filing, could not have or result in, individually or in the
aggregate, a Material Adverse Effect.  NetCalendar shall deliver to PopMail the
Shares in the manner contemplated hereby free and clear of all liens and
encumbrances of any nature whatsoever. A "Person" means an individual or
corporation, partnership, trust, incorporated or unincorporated association,
joint venture, limited liability company, joint stock company, government (or an
agency or subdivision thereof) or other entity of any kind.
Litigation; Proceedings.  Except as specifically disclosed in
Schedule 2.1(g), there is no action, suit, notice of violation, proceeding or
investigation pending or, to the knowledge of NetCalendar, threatened against or
affecting NetCalendar or any of its properties before or by any court,
governmental or administrative agency or regulatory authority (federal, state,
county, local or foreign) which (i) adversely affects or challenges the
legality, validity or enforceability of this Agreement or the Shares or (ii)
could, individually or in the aggregate, have or result in a Material Adverse
Effect.
No Default or Violation.  NetCalendar (i) is not in default under or
in violation of (and has not received notice of a claim that it is in default
under or that it is in violation of) any indenture, loan or credit agreement or
any other agreement or instrument to which it is a party or by which it or any
of its properties is bound, (ii) is not in violation of any order of any court,
arbitrator or governmental body, or (iii) is not in violation of any statute,
rule or regulation of any governmental authority, except as could not
individually or in the aggregate, have or result in, a Material Adverse
Effect.
Private Offering.  Assuming the accuracy of the representations and
warranties of PopMail set forth in Sections 2.2(h), (i) and (j), the offer,
issuance and sale of the Shares to PopMail as contemplated hereby are exempt
from the registration requirements of the Securities Act of 1933, as amended
(the "Securities Act").
Investment Intent.  NetCalendar is acquiring the Purchase Price
Shares, and may acquire the Supplemental Purchase Price Shares, for
NetCalendar's own account for investment purposes only and not with a view to or
for distributing or reselling such securities except pursuant to a registration
statement then effective under the Securities Act.
Access to Information. NetCalendar acknowledges that NetCalendar has
been afforded (i) the opportunity to ask such questions as NetCalendar has
deemed necessary of, and to receive answers from, representatives of PopMail
concerning the merits and risks of investing in the Purchase Price Shares and
the Supplemental Purchase Price Shares; (ii) access to information about PopMail
and PopMail's financial condition, results of operations, business, properties,
management and prospects sufficient to enable NetCalendar to evaluate
NetCalendar's investment; and (iii) the opportunity to obtain such additional
information which PopMail possesses or can acquire without unreasonable effort
or expense that is necessary to make an informed investment decision.
Reliance. NetCalendar understands and acknowledges that (i) the
Purchase Price Shares and the Supplemental Purchase Price Shares are being
issued to NetCalendar without registration under the Securities Act in a private
placement that is exempt from the registration provisions of the Securities Act
and (ii) the availability of such exemption, depends in part on, and PopMail
will rely upon the accuracy and truthfulness of, the foregoing representations
and NetCalendar hereby consents to such reliance.

Representations and Warranties of PopMail.  PopMail hereby represents
and warrants to NetCalendar as of the date hereof as follows:


Organization and Qualification.  PopMail is a corporation, validly
existing and in good standing under the laws of the State of Minnesota, with the
requisite corporate power and authority to own and use its properties and assets
and to carry on its business as currently conducted.  PopMail is duly qualified
to do business and is in good standing as a foreign corporation in each
jurisdiction in which the nature of the business conducted or property owned by
it makes such qualification necessary, except where the failure to be so
qualified or in good standing, as the case may be, could not, individually or in
the aggregate, (x) adversely affect the legality, validity or enforceability of
the Purchase Price Shares, the Supplemental Purchase Price Shares or this
Agreement, (y) have a material adverse effect on the results of operations,
assets, or financial condition of PopMail, or (z) adversely impair PopMail's
ability to perform fully on a timely basis its material obligations under this
Agreement (a "Material Adverse Effect").
Authorization; Enforcement.  PopMail has the requisite corporate
power and authority to enter into and to consummate the transactions
contemplated by this Agreement and to otherwise carry out its obligations
thereunder. The execution and delivery of this Agreement by PopMail and the
consummation by it of the transactions contemplated hereby have been duly
authorized by all necessary action on the part of PopMail. This Agreement has
been duly executed by PopMail and when delivered in accordance with the terms
hereof shall constitute the legal, valid and binding obligation of PopMail
enforceable against PopMail in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating to, or
affecting generally the enforcement of, creditors' rights and remedies or by
other equitable principles of general application.  PopMail is not in violation
of any provision of its articles of incorporation, bylaws or other charter
documents.
Issuance of the Purchase Price Shares and the Supplemental Purchase Price
Shares.  The Purchase Price Shares and the Supplemental Purchase Price
Shares are duly authorized, and, when issued against payment as contemplated by
this Agreement, shall be validly issued.
No Conflicts.  The execution, delivery and performance of this
Agreement by PopMail and the consummation by PopMail of the transactions
contemplated hereby do not and will not (i) conflict with or violate any
provision of its articles of incorporation, bylaws or other charter documents
(each as amended through the date hereof), (ii) conflict with, or constitute a
default (or an event which with notice or lapse of time or both would become a
default) under, or give to others any rights of termination, amendment,
acceleration or cancellation of, any agreement, indenture or instrument
(evidencing a PopMail debt or otherwise) to which PopMail is a party or by which
any property or asset of PopMail is bound or affected, or (iii) result in a
violation of any law, rule, regulation, order, judgment, injunction, decree or
other restriction of any court or governmental authority to which PopMail is
subject (including federal and state securities laws and regulations), or by
which any property or asset of PopMail is bound or affected, except in the case
of each of clauses (ii) and (iii), as could not, individually or in the
aggregate, have or result in a Material Adverse Effect.  The business of PopMail
is not being conducted in violation of any law, ordinance or regulation of any
governmental authority, except for violations which, individually or in the
aggregate, could not have or result in a Material Adverse Effect.
Consents and Approvals.  PopMail is not required to obtain any
consent, waiver, authorization or order of, or make any filing or registration
with, any court or other federal, state, local, foreign or other governmental
authority or other Person (defined below) in connection with the execution,
delivery and performance by PopMail of this Agreement other than where the
failure to obtain such consent, waiver, authorization or order, or to give or
make such notice or filing, could not have or result in, individually or in the
aggregate, a Material Adverse Effect.  PopMail shall deliver to PopMail the
Purchase Price Shares and, if applicable, the Supplemental Purchase Price Shares
in the manner contemplated hereby free and clear of all liens and encumbrances
of any nature whatsoever. A "Person" means an individual or corporation,
partnership, trust, incorporated or unincorporated association, joint venture,
limited liability company, joint stock company, government (or an agency or
subdivision thereof) or other entity of any kind.
Litigation; Proceedings.  Except as specifically disclosed in
Schedule 2.2(f), there is no action, suit, notice of violation, proceeding or
investigation pending or, to the knowledge of PopMail, threatened against or
affecting PopMail or any of its properties before or by any court, governmental
or administrative agency or regulatory authority (federal, state, county, local
or foreign) which (i) adversely affects or challenges the legality, validity or
enforceability of this Agreement or the Purchase Price Shares or the
Supplemental Purchase Price Shares or (ii) could, individually or in the
aggregate, have or result in a Material Adverse Effect.
Private Offering.  Assuming the accuracy of the representations and
warranties of NetCalendar set forth in Sections 2.1(j), (k) and (l), the offer,
issuance and sale of the Purchase Price Shares and the Supplemental Purchase
Price Shares to NetCalendar as contemplated hereby are exempt from the
registration requirements of the Securities Act of 1933, as amended (the
"Securities Act").
Investment Intent.  PopMail is acquiring the Shares for PopMail's own
account for investment purposes only and not with a view to or for distributing
or reselling such securities.
Access to Information. PopMail acknowledges that PopMail has been
afforded (i) the opportunity to ask such questions as PopMail has deemed
necessary of, and to receive answers from, representatives of NetCalendar
concerning the merits and risks of investing in the Shares; (ii) access to
information about NetCalendar and NetCalendar's financial condition, results of
operations, business, properties, management and prospects sufficient to enable
PopMail to evaluate PopMail's investment; and (iii) the opportunity to obtain
such additional information which PopMail possesses or can acquire without
unreasonable effort or expense that is necessary to make an informed investment
decision.
Reliance. PopMail understands and acknowledges that (i) the Shares
are being issued to PopMail without registration under the Securities Act in a
private placement that is exempt from the registration provisions of the
Securities Act and (ii) the availability of such exemption, depends in part on,
and NetCalendar will rely upon the accuracy and truthfulness of, the foregoing
representations and PopMail hereby consents to such reliance.



INDEMNIFICATION


Survival of Representations and Warranties. Notwithstanding any
investigation made by or on behalf of any of the parties hereto or the results
of any such investigation and notwithstanding the participation of such party in
the Closing, the representations and warranties contained in Article 2
hereof shall survive the Closing, provided that claims based upon any alleged
breach of a representation or warranty contained in Sections 2.1(g) or 2.2(f)
may be brought at any time on or prior to the expiration of any relevant statute
of limitations governing the underlying claim.
Indemnification of PopMail.  NetCalendar agrees to indemnify and hold
harmless PopMail, and each of PopMail's subsidiaries, and their respective
officers, directors, employees, agents, affiliates and shareholders against and
in respect of: (i) any and all losses, damages or deficiencies (whether as a
result of a direct claim by PopMail against NetCalendar, a third party claim
against PopMail or otherwise) resulting to PopMail from any and all breaches of
representations, warranties, covenants or other terms of this Agreement by
NetCalendar made or contained in this Agreement or in any certification, list,
document, exhibit or schedule delivered to PopMail under or in connection with
this Agreement or the transactions contemplated herein; and (ii) all costs and
expenses incident to any and all actions, suits, proceedings, claims, demands,
assessments, settlements or judgments in respect of  the foregoing, regardless
of the merit thereof, including PopMail's reasonable legal and accounting fees
and expenses (whether incident to the foregoing or to PopMail's enforcement of
said rights of defense and indemnity) (items (i) and(ii) above shall be referred
to herein collectively as "PopMail's Damages").
Procedure for Indemnification of PopMail.  If any action, suit or
proceeding shall be commenced against PopMail or any claim, demand or assessment
be asserted against PopMail in respect of which PopMail proposes to demand
indemnification, PopMail shall notify NetCalendar to that effect with reasonable
promptness. PopMail will have the right to cause NetCalendar to assume the
entire control of the defense, compromise or settlement thereof, including, at
the expense of NetCalendar, employment of counsel satisfactory to PopMail and,
in connection therewith, PopMail shall cooperate fully to make available to
NetCalendar all pertinent information under its control.  With respect to any
action, suit, proceeding claim, demand or assessment made against PopMail as to
which PopMail does not cause NetCalendar to assume control of the defense
thereof, NetCalendar shall thereafter reimburse PopMail for all of PopMail's
Damages, as and when they are incurred.
Indemnification of NetCalendar.  PopMail agrees to indemnify and hold
harmless NetCalendar, and each of NetCalendar's subsidiaries, and their
respective officers, directors, employees, agents, affiliates and stockholders
against and in respect of: (i) any and all losses, damages or deficiencies
(whether as a result of a direct claim by NetCalendar against PopMail, a third
party claim against NetCalendar or otherwise) resulting to NetCalendar from any
and all breaches of representations, warranties, covenants or other terms of
this Agreement by PopMail made or contained in this Agreement or in any
certification, list, document, exhibit or schedule delivered to NetCalendar
under or in connection with this Agreement or the transactions contemplated
herein; and (ii) all costs and expenses incident to any and all actions, suits,
proceedings, claims, demands, assessments, settlements or judgments in respect
of  the foregoing, regardless of the merit thereof, including NetCalendar's
reasonable legal and accounting fees and expenses (whether incident to the
foregoing or to NetCalendar's enforcement of said rights of defense and
indemnity) (items (i) and(ii) above shall be referred to herein collectively as
"NetCalendar's Damages").
Procedure for Indemnification of NetCalendar.  If any action, suit or
proceeding shall be commenced against NetCalendar or any claim, demand or
assessment be asserted against NetCalendar in respect of which NetCalendar
proposes to demand indemnification, NetCalendar shall notify PopMail to that
effect with reasonable promptness. NetCalendar will have the right to cause
PopMail to assume the entire control of the defense, compromise or settlement
thereof, including, at the expense of PopMail, employment of counsel
satisfactory to NetCalendar and, in connection therewith, NetCalendar shall
cooperate fully to make available to PopMail all pertinent information under its
control.  With respect to any action, suit, proceeding claim, demand or
assessment made against NetCalendar as to which NetCalendar does not cause
PopMail to assume control of the defense thereof, PopMail shall thereafter
reimburse NetCalendar for all of NetCalendar's Damages, as and when they are
incurred.


OTHER AGREEMENTS OF THE PARTIES


Transfer Restrictions.  


The Shares, Purchase Price Shares, the Supplemental Purchase Price Shares
and the Additional Shares (defined in Section 4.4 below) may only be disposed of
pursuant to an effective registration statement under the Securities Act or
pursuant to an available exemption from or in a transaction not subject to the
registration requirements thereof. In connection with any transfer of such
securities other than pursuant to an effective registration statement, the
issuer may require the transferor thereof to provide to the issuer an opinion of
counsel experienced in the area of federal securities laws selected by the
transferor, the form and substance of which opinion shall be reasonably
satisfactory to the issuer and its counsel, to the effect that such transfer
does not require registration under the Securities Act of 1933, as amended.

Each of NetCalendar and PopMail agree to the imprinting, so long as is
required by this Section 4.1(b), of either of the following legends on
certificates and other documents representing the Shares, Purchase Price Shares,
Supplemental Purchase Price Shares and Additional Shares: 

Legend (1):
THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE, IN
RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT
OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS.
Legend (2):
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND
MAY BE TRANSFERRED ONLY IF REGISTERED UNDER SUCH APPLICABLE ACTS OR UPON
DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE
COMPANY, THAT SUCH TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
The legends set forth above shall be removed from such certificates and
other documents and the issuer shall issue a certificate without any legend
(upon surrender of the legended certificates or other documents duly endorsed)
to each holder of such certificates and other documents upon which it is stamped
if (i) such securities are registered for resale under the Securities Act or
(ii) such legend is not required pursuant to Rule 144(k) promulgated under the
Securities Act. Each of NetCalendar and PopMail agrees that it will provide the
other, upon request, with certificates representing the issuer's securities
issued pursuant to this Agreement free from such legend at such time as such
legend is no longer required in accordance with this Section.
Appointment to Board of Advisors; Appointment to Board of Directors.



Promptly upon the Closing of the purchase of the Shares contemplated by this
Agreement, NetCalendar shall appoint one person designated by PopMail to the
NetCalendar Board of Advisors and permit such person (or any replacement
designated by PopMail) to fully participate in the duties and other activities
of the Board of Advisors, and shall reimburse such person for any and all
expense reasonably incurred in connection therewith, so long as PopMail owns any
of the Shares.  PopMail hereby designates ______________ as PopMail's first
appointee to serve on the NetCalendar Board of Advisors.
In the event that PopMail fully exercises the Option pursuant to Section 4.4
below as to all 27,624 Additional Shares, and PopMail causes the Initial
Registration Statement defined in Section 5.1 to be declared effective on or
before the Initial Registration Due Date, NetCalendar shall cause PopMail's
designee (or any replacement designee subsequently identified by PopMail) to be
appointed to the NetCalendar Board of Directors.  So long as (i) the Initial
Registration Statement is maintained effective throughout the Registration
Period and any Supplemental Registration Statement is maintained effective
throughout the Supplemental Registration Period, and (ii) PopMail owns in excess
of eight percent (8%) of NetCalendar's issued and outstanding shares of capital
stock, on a fully diluted, as-converted basis, PopMail's designee shall continue
to serve on the NetCalendar Board of Directors.

Option to Purchase Additional Shares.  NetCalendar hereby grants to
PopMail an option (the "Option") to purchase up to 27,624 additional shares of
NetCalendar common stock (the "Additional Shares") at a per share price of
$36.2004 (the "Exercise Price"), payable in cash. To exercise the Option,
PopMail must deliver written notice thereof (the "Option Notice") to NetCalendar
on or before the 30th day following the Initial Closing Date.  In the event that
PopMail elects to exercise the Option, the parties shall select a mutually
agreeable closing date, time and location within thirty (30) days of the Option
Notice, at which PopMail will deliver to NetCalendar the aggregate Exercise
Price and NetCalendar shall deliver to PopMail certificates representing the
Additional Shares.
Notice of Breaches.  Each of NetCalendar and PopMail shall give
prompt written notice to the other of any breach of any representation, warranty
or other agreement contained in this Agreement, as well as any events or
occurrences arising after the date hereof and prior to the Initial Closing Date
which would reasonably be likely to cause any representation or warranty or
other agreement of such party, as the case may be, contained herein to be
materially incorrect or breached as the date thereof.  However, no disclosure by
either party pursuant to this Section 4.5 shall be deemed to cure any breach of
any representation, warranty or other agreement contained herein


REGISTRATION OF POPMAIL COMMON STOCK


Filing of Initial Registration Statement.  On or before the 30th
day following the Initial Closing Date, PopMail shall prepare and file a
registration statement on Form S-3 (or any successor form thereto) (the "Initial
Registration Statement") covering the resale of the Purchase Price Shares issued
pursuant to Section 1.2 hereof with the SEC pursuant to Rule 415 of the
Securities Act.  PopMail will use its reasonable best efforts to have the
Initial Registration Statement declared effective by the SEC on or before the
75th day following the Initial Closing Date (the Initial Registration Due
Date").  PopMail  shall maintain the effectiveness of the Initial Registration
Statement at all times until the second anniversary of the Initial Closing Date
(the "Registration Period").
Resale of Purchase Price Shares.  NetCalendar may sell pursuant to
the Initial Registration Statement up to 25 percent of the Purchase Price Shares
during each of four successive 90 day periods commencing on the date the Initial
Registration Statement is declared effective by the SEC (the "Effective Date").
NetCalendar may sell any remaining Purchase Price Shares pursuant to the Initial
Registration Statement during the period commencing on the 361 day following the
Effective Date and ending upon the expiration of the Registration Period and,
thereafter, pursuant to Rule 144 promulgated under the Securities Act of 1933,
as amended.
Supplemental Registration Statement.  In the event that PopMail
issues Supplemental Purchase Price Shares pursuant to the provisions of Section
1.4 hereof, PopMail shall prepare and file a registration statement on Form S-3
(or any successor form thereto) (the "Supplemental Registration Statement")
covering the resale of such securities with the SEC pursuant to Rule 415 of the
Securities Act.  PopMail will use its reasonable best efforts to have the
Supplemental Registration Statement declared effective by the SEC on or before
the 75th day following the Supplemental Closing Date (the "Supplemental
Registration Due Date"). PopMail shall maintain the effectiveness of the
Supplemental Registration Statement at all times until the first anniversary of
the Supplemental Closing Date (the "Supplemental Registration Period").
Filing of Amendments.  PopMail shall prepare and file with the SEC
such amendments (including post-effective amendments) and supplements to the
Initial Registration Statement (and, if applicable, the Supplemental
Registration Statement) and the prospectus(es) used in connection therewith as
may be necessary to keep such Registration Statements effective at all times
through the Registration Period and the Supplemental Registration Period.
Qualification Under Blue Sky Laws. PopMail shall use its reasonable
best efforts to (i) register and qualify the securities covered by the Initial
Registration Statement and Supplemental Registration Statement (collectively,
the "PopMail Shares") under such other securities or blue sky laws of such
jurisdictions as NetCalendar may reasonably request, (ii) prepare and file in
those jurisdictions such amendments (including post-effective amendments) and
supplements, (iii) take such other actions as may be necessary to maintain such
registrations and qualifications in effect at all times through the Registration
Period and, if applicable, the Supplemental Registration Period and (iv) take
all other actions reasonably necessary or advisable to qualify the PopMail
Shares for sale in such jurisdictions; provided, however, that
PopMail shall not be required in connection therewith or as a condition thereto
to (I) qualify to do business in any jurisdiction where it would not otherwise
be required to qualify but for this Section 5.5, (II) subject itself to general
taxation in any such jurisdiction, (III) file a general consent to service of
process in any such jurisdiction (excluding execution of a Form U-2 Uniform
Consent to Service of Process or equivalent filing which may be required for
such registration, qualification or any exemption therefrom), or (IV) make any
change in its charter or bylaws.
Registration Expenses.  All expenses (other than fees and expenses of
investment bankers  retained by NetCalendar, if any, and brokerage commissions)
incurred in connection with registrations, filings or qualifications pursuant to
this Article 5, including, without limitation, all registration, listing and
qualifications fees, printers and accounting fees and the fees and disbursements
of counsel for PopMail, shall be borne by PopMail; provided,
however, that NetCalendar shall bear the fees and out-of-pocket expenses
of its own legal counsel and any  accountants and agents engaged by
NetCalendar.
Indemnification.  In the event any PopMail Shares are included in a
registration statement pursuant to this Agreement:


To the extent permitted by law, PopMail (in such capacity an "Indemnifying
Party") shall indemnify and hold NetCalendar (in such capacity an "Indemnified
Person") harmless against any losses, claims, damages, expenses or liabilities
(collectively the "Claims") to which NetCalendar becomes subject under the
Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange
Act") or otherwise, insofar as such Claims (or actions or proceedings, whether
commenced or threatened, in respect thereof) arise out of or are based upon any
of the following statements, omissions or violations in the Initial Registration
Statement or Supplemental Registration Statement, or any post-effective
amendment thereof, or any prospectus included therein: (i) any untrue statement
or alleged untrue statement of a material fact contained in either registration
statement or any post-effective amendment thereof or the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, (ii) any untrue
statement or alleged untrue statement of a material fact contained in any
preliminary prospectus if used prior to the effective date of the applicable
registration statement, or contained in the final prospectus (as amended or
supplemented, if PopMail files any amendment thereof or supplement thereto with
the SEC) or the omission or alleged omission to state therein any material fact
necessary to make the statements made therein, in light of the circumstances
under which the statements therein were made, not misleading or (iii) any
violation or alleged violation by PopMail of the Securities Act, the Exchange
Act or any state securities law or any rule or regulation (the matters in the
foregoing clauses (i) through (iii) being, collectively, "Violations").  PopMail
shall reimburse NetCalendar promptly as such expenses are incurred and are due
and payable, for any legal fees or other reasonable expenses incurred by
NetCalendar in connection with investigating or defending any such Claim.
Notwithstanding anything to the contrary contained herein, the indemnification
agreement contained in this Section 5.7 shall not apply to a Claim arising out
of or based upon a Violation which occurs in reliance upon and in conformity
with information furnished in writing to PopMail by NetCalendar expressly for
use in connection with the preparation of either the Initial Registration
Statement or the Supplemental Registration Statement or any such amendment
thereof.  Such indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of such Indemnified Person.
In connection with the Initial Registration Statement and, if applicable,
the Supplemental Registration Statement, NetCalendar (in such capacity an
"Indemnifying Party") agrees to indemnify and hold harmless, to the same extent
and in the same manner set forth in Section 5.7(a), PopMail, each of its
directors, each of its officers who signs the Registration Statement, each
person, if any, who controls PopMail within the meaning of the Securities Act or
the Exchange Act, and any other shareholder selling securities pursuant to the
applicable registration statement or any of its directors or officers or any
person who controls such shareholder within the meaning of the Securities Act or
the Exchange Act (each an "Indemnified Party"), against any Claim to which any
of them may become subject, under the Securities Act, the Exchange Act or
otherwise, insofar as such Claim arises out of or is based upon any Violation,
in each case to the extent (and only to the extent) that such Violation occurs
in reliance upon and in conformity with written information furnished to PopMail
by NetCalendar expressly for use in connection with either or both registration
statement; and NetCalendar will promptly reimburse any legal or other expenses
reasonably incurred by the Indemnified Parties in connection with investigating
or defending any such Claim; provided, however, that the indemnity
agreement contained in this Section 5.7(b) shall not apply to amounts paid in
settlement of any Claim if such settlement is effected without the prior written
consent of NetCalendar, which consent shall not be unreasonably withheld;
provided, further, however, that NetCalendar shall be
liable under this Section 5.7(b) for only that amount of a Claim as does not
exceed the net proceeds to NetCalendar as a result of the sale of the Purchase
Price Shares or the Supplemental Purchase Price Shares pursuant to either the
Initial Registration Statement or the Supplemental Registration Statement. Such
indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of such Indemnified Party.
Promptly after receipt by the Indemnified Person or any Indemnified Party
under this Section 5.7 of notice of the commencement of any action (including
any governmental action), the Indemnified Person or such Indemnified Party
shall, if a Claim in respect thereof is to made against any Indemnifying Party
under this Section 5.7, deliver to the Indemnifying Party a written notice of
the commencement thereof and this Indemnifying Party shall have the right to
participate in, and, to the extent the Indemnifying Party so desires, jointly
with any other Indemnifying Party similarly noticed, to assume control of the
defense thereof with counsel mutually satisfactory to the Indemnifying Parties;
provided, however, that an Indemnified Person or Indemnified Party
shall have the right to retain its own counsel, with the fees and expenses to be
paid by the Indemnifying Party, if, in the reasonable opinion of counsel
retained by the Indemnifying Party, the representation by such counsel of the
Indemnified Person or Indemnified Party and the Indemnifying Party would be
inappropriate due to actual or potential differing interests between such
Indemnified Person or Indemnified Party and other party represented by such
counsel in such proceeding.  The failure to deliver written notice to the
Indemnifying Party within a reasonable time of the commencement of any such
action shall not relieve such Indemnifying Party of any liability to the
Indemnified Person or Indemnified Party under this Section 5.7, except to the
extent that the Indemnifying Party is prejudiced in its ability to defend such
action. The indemnification required by this Section 5.7 shall be made by
periodic payments of the amount thereof during the course of the investigation
or defense, as such expense, loss, damage or liability is incurred and is due
and payable.

Contribution.  To the extent any indemnification provided for
herein is prohibited or limited by law, the Indemnifying Party agrees to make
the maximum contribution with respect to any amounts for which it would
otherwise be liable under Section 5.7 to the fullest extent permitted by law;
provided, however, that (a) no contribution shall be made under
circumstances where the maker would not have been liable for indemnification
under the fault standards set forth in Section 5.7, (b) no person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation and (c) contribution by NetCalendar
shall be limited in amount to the net amount of proceeds received by NetCalendar
from the sale of the Purchase Price Shares and the Supplemental Purchase Price
Shares.
Reports under Exchange Act.  With a view to making available to
NetCalendar the benefits of Rule 144 or any other similar rule or regulation of
the SEC that may at any time permit NetCalendar to sell securities of PopMail to
the public without registration, until such time as NetCalendar have sold all
the Purchase Price Shares and the Supplemental Purchase Price Shares pursuant to
the Initial Registration Statement and, if applicable, the Supplemental
Registration Statement, or Rule 144, PopMail agrees to:


make and keep public information available, as those terms are understood
and defined in Rule 144;
file with the SEC all reports and other documents required of PopMail under
the Securities Act and the Exchange Act; and
furnish to NetCalendar so long as NetCalendar owns Purchase Price Shares or
Supplemental Purchase Price Shares, promptly upon request, (i) a written
statement by PopMail that it has complied with the reporting requirements of
Rule 144, the Securities Act and the Exchange Act, (ii) a copy of the most
recent annual or quarterly report of PopMail and such other reports and
documents so filed by PopMail and (iii) such other information as may be
reasonably requested to permit NetCalendar to sell such securities pursuant to
Rule 144 without registration.



TERMINATION; REMEDIES


Termination.  This Agreement will be terminated and, except as
set forth below, the provisions hereof shall have no further force or effect in
the earliest event that:


The average closing share price of PopMail common stock for the ten
consecutive trading days preceding the second business day prior to the Initial
Closing Date is less than $.50 and NetCalendar rejects PopMail's offer of
Purchase Price Shares made pursuant to Section 1.1;
The Initial Registration Statement is not declared effective by the SEC on
or before the Initial Registration Due Date, and NetCalendar elects (as hereby
authorized) to terminate this Agreement at any time during the 60-day period
following the Initial Registration Due Date by providing written notice thereof
(the "Termination Notice") to PopMail during such period; provided,
however, that NetCalendar may not elect to terminate this Agreement if
the Initial Registration Statement is declared effective by the SEC prior to
NetCalendar providing such Termination Notice.  Within ten (10) days of the date
of such Termination Notice, PopMail shall deliver to NetCalendar the
certificates representing the Shares and NetCalendar shall deliver to PopMail
the certificates representing the Purchase Price Shares; or
The Initial Registration Statement, having once been declared effective by
the SEC, is not maintained effective by PopMail throughout the Registration
Period, and NetCalendar elects (as hereby authorized) to terminate this
Agreement at any time during the 60-day period following the date upon which the
Initial Registration shall become not effective, by providing written notice
thereof (the "Termination Notice") to PopMail during such period; provided,
however, that NetCalendar may not elect to terminate this Agreement if the
Initial Registration Statement, having become not effective, is again made
effective by the SEC prior to NetCalendar providing such Termination Notice.
Within ten (10) days of the date of such Termination Notice, NetCalendar shall
deliver to PopMail certificates representing such number of Purchase Price
Shares as shall then be held by NetCalendar, and PopMail shall deliver to
NetCalendar  certificates representing such number of Shares as shall equal the
value of the Purchase Price Shares tendered by NetCalendar hereunder, with the
value of the Purchase Price Shares and the Shares exchanged under this Section
6.1(c) each being determined as of the Initial Closing Date.

Litigation Expense.  In the event any party hereto is made or shall
become a party to any litigation commenced by or against the other party
involving the enforcement of any of the rights or remedies of such party, or
arising on account of a default of the other party in its performance of any of
the other party's obligations hereunder, then the prevailing party in such
litigation shall be entitled to full reimbursement by the other party of any and
all reasonable costs incurred by such prevailing party in connection with such
litigation, including the reasonable costs, fees and expenses of
attorneys.


MISCELLANEOUS


Fees and Expenses.  Each party shall pay the fees and expenses of
its advisers and other experts in connection with the transactions contemplated
by this Agreement.
Entire Agreement.  This Agreement, together with any Exhibits and
Schedules hereto, contains the entire understanding of the parties with respect
to the subject matter hereof and supersedes all prior agreements and
understandings, oral or written, with respect to such matters.
Notices.  Any and all notices or other communications or deliveries
required or permitted to be provided hereunder shall be in writing and shall be
deemed given and effective on the earliest of (i) the date of transmission, if
such notice or communication is delivered via facsimile at the facsimile
telephone number specified in this Section prior to 4:30 p.m. (Minneapolis time)
on a business day, (ii) the business day after the date of transmission, if such
notice or communication is delivered via facsimile at the facsimile telephone
number specified herein later than 4:30 p.m. (Minneapolis time) on any date and
earlier than 11:59 p.m. (Minneapolis time) on such date, (iii) the business day
following the date of mailing, if sent by nationally recognized overnight
courier service, or (iv) upon actual receipt by the party to whom such notice is
required to be given.  The address for such notices and communications shall be
as follows:
If to PopMail:
PopMail.com, inc.
5700 W. Plano Parkway Suite 1000
Plano, TX  75093
telephone:  972-381-2742
facsimile:  972-381-2743 
Attention: Mr. Gary Schneider

With copy to:

Philip J. Tilton, Esq.
Maslon Edelman Borman & Brand, LLP
3300 Wells Fargo Center
Minneapolis, MN 55402
telephone: 612-672-8200
facsimile: 612-672-8397
If to NetCalendar:
NetCalendar, Inc. 
1901 N. Ft. Myer Drive, Suite 702
Arlinton, Virginia  22209
telephone:  703.812.1500
facsimile:  703.812.1507
Attention:  Mr. Edward L. Neumann
With copy to:
J. Stephen Britt, Esq.
Enterprise Business Law Group LLC
7900 Westpark Drive, Suite T-305
McLean, Virginia  22102
telephone:  703.848.8317
facsimile:  703.848.8333
Waivers.  No waiver of any default with respect to any provision,
condition or requirement of this Agreement shall be deemed to be a continuing
waiver in the future or a waiver of any other provision, condition or
requirement hereof, nor shall any delay or omission of either party to exercise
any right hereunder in any manner impair the exercise of any such right accruing
to it thereafter.
Headings.  The headings herein are for convenience only, do not
constitute a part of this Agreement and shall not be deemed to limit or affect
any of the provisions hereof.
Assignment and Delegation.  Neither party may assign its rights nor
delegate its duties or obligations arising under this Agreement without the
written consent of the other, which consent may be withheld for any reason or no
reason.  The assignment by a party of this Agreement or any rights hereunder
shall not affect the obligations of such party under this Agreement.
No Third-Party Beneficiaries.  This Agreement is intended for the
benefit of the parties hereto and their respective permitted successors and
assigns and, other than with respect to permitted assignees under Section 7.6,
is not for the benefit of, nor may any provision hereof be enforced by, any
other Person.
Governing Law.  This Agreement shall be governed by and construed and
enforced in accordance with the internal laws of the State of Minnesota without
regard to the principles of conflicts of law thereof.
Survival.  The representations, warranties, agreements and covenants
contained in this Agreement shall survive after the Closing Date.
Execution.  This Agreement may be executed in two or more
counterparts, all of which when taken together shall be considered one and the
same agreement and shall become effective when counterparts have been signed by
each party and delivered to the other party, it being understood that both
parties need not sign the same counterpart.  In the event that any signature is
delivered by facsimile transmission, such signature shall create a valid and
binding obligation of the party executing (or on whose behalf such signature is
executed) the same with the same force and effect as if such facsimile signature
page were an original thereof.
Severability.  In case any one or more of the provisions of this
Agreement shall be invalid or unenforceable in any respect, the validity and
enforceability of the remaining terms and provisions of this Agreement shall not
in any way be affected or impaired thereby and the parties will attempt to agree
upon a valid and enforceable provision which shall be a reasonable substitute
therefor, and upon so agreeing, shall incorporate such substitute provision in
this Agreement.
Remedies.  Each of the parties to this Agreement acknowledges and
agrees that the other parties would be damaged irreparably in the event any of
the provisions of this Agreement are not performed in accordance with their
specific terms or otherwise are breached.  Accordingly, each of the parties
hereto agrees that the other parties shall be entitled to an injunction or
injunctions to prevent breaches of the provisions of this Agreement and to
enforce specifically this Agreement and the terms and provisions of this
Agreement in any action instituted in any court of the United States of America
or any state thereof having jurisdiction over the parties to this Agreement and
the matter, in addition to any other remedy to which they may be entitled, at
law or in equity.





IN WITNESS WHEREOF, the parties hereto have caused this Stock Purchase
Agreement to be duly executed by their respective authorized persons as of the
date first indicated above.






NETCALENDAR, INC.


By:  _______________________
	Edward L. Neumann
Its: Chief Executive Officer


POPMAIL.COM, INC.


By:  _______________________
	Gary Schneider
Its: Chief Executive Officer



EX-10.53
25
exh1053.htm
EXHIBIT












Exhibit 10.53

SECURITY AGREEMENT
This Security Agreement (the
"Agreement") is made as of December 8, 2000 by and between JBII
Corporation, a Delaware corporation (the "Debtor"), and
PopMail.com, Inc., a Minnesota corporation (the "Secured
Party").
RECITALS
The Debtor and the Secured Party are parties to a
Secured Promissory Note of even date with this Agreement (the
"Note").  The parties intend that the Debtor's obligations to
repay the Note be secured by certain assets of the Debtor.
AGREEMENT

In consideration of the purchase of the Note by the Secured
Party and for other good and valuable consideration, the Debtor hereby agrees
with the Secured Party as follows:
1.	Grant of Security Interest.  To secure
the Debtor's full and timely performance of all of the Debtor's obligations and
liabilities to the Secured Party pursuant to the Note (including, without
limitation, Debtor's obligation to timely pay the principal amount of the Note)
(the "Obligations"), the Debtor hereby grants to the Secured
Party a continuing security interest (the "Security Interest")
in and to all of the property described on Exhibit A to this Agreement
(the "Collateral").  The Security Interest shall be a first and
prior interest in all of the Collateral.
2.	Covenants.  The Debtor covenants and
agrees with the Secured Party that, from and after the date of this Agreement
until the Obligations are paid in full:
(a)	Other Liens.  Except for the Security
Interest, the Debtor is the owner of the Collateral.  No financing statements
covering any Collateral or any proceeds thereof are on file in any public
office.
(b)	Further Documentation.  At any time and
from time to time, upon the written request of the Secured Party, and at the
sole expense of the Secured Party, the Debtor will promptly and duly execute and
deliver such further instruments and documents and take such further action as
the Secured Party may reasonably request for the purpose of obtaining or
preserving the full benefits of this Agreement and of the rights and powers
herein granted, including, without limitation, filing any financing or
continuation statements under the Uniform Commercial Code in effect in any
jurisdiction with respect to the liens created hereby.  The Debtor also hereby
authorizes the Secured Party to file any such financing or continuation
statement without the signature of the Debtor to the extent permitted by
applicable law.  A reproduction of this Agreement shall be sufficient as a
financing statement (or as an exhibit to a financing statement on form UCC-1)
for filing in any jurisdiction.
(c)	Indemnification.  The Debtor agrees to
defend, indemnify and hold harmless the Secured Party against any and all
liabilities, costs and expenses (including, without limitation, legal fees and
expenses): (i) with respect to, or resulting from, any delay in paying, any
and all excise, sales or other taxes which may be payable or determined to be
payable with respect to any of the Collateral or (ii) with respect to, or
resulting from, any delay in complying with any law, rule, regulation or order
of any governmental authority applicable to any of the Collateral.
(d)	Maintenance of Records.  The Debtor will
keep and maintain at its own expense complete and satisfactory records of the
Collateral.
(e)	Inspection Rights.  The Secured Party
shall have full access during normal business hours, and upon reasonable prior
notice, to all the books, correspondence and other records of the Debtor
relating to the Collateral.  The Secured Party or its representatives may
examine such records and make photocopies or otherwise take extracts from such
records.  The Debtor agrees to render to the Secured Party, at the Debtor's
expense, such clerical and other assistance as may be reasonably requested with
regard to the exercise of its rights pursuant to this paragraph.
(f)	Compliance with Laws, etc.  The Debtor
will comply in all material respects with all laws, rules, regulations and
orders of any governmental authority applicable to any part of the Collateral or
to the operation of the Debtor's business; provided, however, that
the Debtor may contest any such law, rule, regulation or order in any reasonable
manner which does not, in the reasonable opinion of the Debtor, adversely affect
the Secured Party's rights or the priority of its liens on the Collateral.
(g)	Payment of Obligations.  The Debtor will
pay promptly when due all taxes, assessments and governmental charges or levies
imposed upon the Collateral or with respect to any of its income or profits
derived from the Collateral, as well as all claims of any kind (including,
without limitation, claims for labor, materials and supplies) against or with
respect to the Collateral, except that no such charge need be paid if
(i) the validity of such charge is being contested in good faith by
appropriate proceedings, (ii) such proceedings do not involve any material
danger of the sale, forfeiture or loss of any of the Collateral or any interest
in the Collateral and (iii) such charge is adequately reserved against on
the Debtor's books in accordance with generally accepted accounting
principles.
(h)	Further Identification of Collateral.
The Debtor will furnish to the Secured Party from time to time statements and
schedules further identifying and describing the Collateral and such other
reports in connection with the Collateral as the Secured Party may reasonably
request, all in reasonable detail.
3.	Secured Party's Appointment as Attorney-in-Fact.

(a)	Powers.  For purposes of this
Agreement, "Event of Default" means Debtor's failure to pay or
discharge the Obligations in full in accordance with the terms of the Note.  The
Debtor hereby appoints the Secured Party and any officer or agent of the Secured
Party, with full power of substitution, as its attorney-in-fact with full
irrevocable power and authority in the place of the Debtor and in the name of
the Debtor or its own name, from time to time in the Secured Party's discretion
so long as an Event of Default has occurred and is continuing, for the purpose
of carrying out the terms of this Agreement, to take any appropriate action and
to execute any instrument which may be necessary or desirable to accomplish the
purposes of this Agreement.  Without limiting the foregoing, so long as an Event
of Default has occurred and is continuing, the Secured Party shall have the
right, without notice to, or the consent of, the Debtor, to do any of the
following on the Debtor's behalf:





	(i)	to pay or discharge any taxes or liens levied or
placed on or threatened against the Collateral;
	(ii)	to direct any party liable for any payment under
any of the Collateral to make payment of any and all amounts due or to become
due thereunder directly to the Secured Party or as the Secured Party
directs;
	(iii)	to ask for or demand, collect, and receive
payment of and receipt for, any payments due or to become due at any time in
respect of or arising out of any Collateral;
	(iv)	to commence and prosecute any suits, actions or
proceedings at law or in equity in any court of competent jurisdiction to
enforce any right in respect of any Collateral;
	(v)	to defend any suit, action or proceeding brought
against the Debtor with respect to any Collateral;
	(vi)	to settle, compromise or adjust any suit, action
or proceeding described in subsection (v) above and to give such discharges
or releases in connection therewith as the Secured Party may deem
appropriate;
	(vii)	to assign any patent right included in the
Collateral of Debtor (along with the goodwill of the business to which any such
patent right pertains), throughout the world for such term or terms, on such
conditions, and in such manner, as the Secured Party shall in its sole
discretion determine; and
	(viii)	generally, to sell, transfer, pledge and make
any agreement with respect to or otherwise deal with any of the Collateral and
to take, at the Secured Party's option and the Debtor's expense, any actions
which the Secured Party deems necessary to protect, preserve or realize upon the
Collateral and the Secured Party's liens on the Collateral and to carry out the
intent of this Agreement, in each case to the same extent as if the Secured
Party were the absolute owner of the Collateral for all purposes.




The Debtor hereby ratifies whatever actions the Secured Party
shall lawfully do or cause to be done in accordance with this Section 3.  This
power of attorney shall be a power coupled with an interest and shall be
irrevocable.
(b)	No Duty on Secured Party's Part.  The
powers conferred on the Secured Party by this Section 3 are solely to protect
the Secured Party's interests in the Collateral and shall not impose any duty
upon it to exercise any such powers.  The Secured Party shall be accountable
only for amounts that it actually receives as a result of the exercise of such
powers, and neither the Secured Party nor any of its officers, directors,
employees or agents shall, in the absence of willful misconduct or gross
negligence, be responsible to the Debtor for any act or failure to act pursuant
to this Section 3.
4.	Remedies.  If an Event of Default has
occurred and is continuing, the Secured Party may exercise, in addition to all
other rights and remedies granted to it in this Agreement and in any other
instrument or agreement relating to the Obligations, all rights and remedies of
a secured party under the Washington Uniform Commercial Code, as amended from
time to time (the "Code").
5.	Limitation on Duties Regarding Preservation of
Collateral.  The Secured Party's sole duty with respect to the custody,
safekeeping and preservation of the Collateral, under RCW 62.9-207 of the Code
or otherwise, shall be to deal with it in the same manner as the Secured Party
deals with similar property for its own account.  Neither the Secured Party nor
any of its directors, officers, employees or agents shall be liable for failure
to demand, collect or realize upon all or any part of the Collateral or for any
delay in doing so or shall be under any obligation to sell or otherwise dispose
of any Collateral upon the request of the Debtor or otherwise.
6.	Powers Coupled with an Interest.  All
authorizations and agencies contained in this Agreement with respect the
Collateral are irrevocable and powers coupled with an interest.
7.	Miscellaneous.

(a)	Amendments and Waivers.  Any term of
this Agreement may be amended with the written consent of the parties or their
respective successors and assigns.  Any amendment or waiver effected in
accordance with this Section 7(a) shall be binding upon the parties and
their respective successors and assigns.
(b)	Transfer; Successors and Assigns. 
The terms and conditions of this Agreement shall be binding upon the Debtor
and its successors and assigns and inure to the benefit of the Secured Party and
its successors and assigns.  Nothing in this Agreement, express or implied, is
intended to confer upon any party other than the parties hereto or their
respective successors and assigns any rights, remedies, obligations
or liabilities under or by reason of this Agreement, except as expressly
provided in this Agreement.
(c)	Governing Law.  This Agreement and all
acts and transactions pursuant hereto and the rights and obligations of the
parties hereto shall be governed, construed and interpreted in accordance with
the laws of the State of Washington, without giving effect to principles of
conflicts of law.
(d)	Counterparts.  This Agreement may be
executed in two or more counterparts, each of which shall be deemed an original
and all of which together shall constitute one instrument.
(e)	Titles and Subtitles.  The titles and
subtitles used in this Agreement are used for convenience only and are not
to be considered in construing or interpreting this Agreement.
(f)	Notices.  Any notice required or
permitted by this Agreement shall be in writing and shall be deemed sufficient
upon receipt, when delivered personally or by courier, overnight delivery
service or confirmed facsimile, or forty-eight (48) hours after being deposited
in the U.S. mail as certified or registered mail with postage prepaid, if such
notice is addressed to the party to be notified at such party's address or
facsimile number as set forth below or as subsequently modified by
written notice.
(g)	Severability.  If one or more provisions
of this Agreement are held to be unenforceable under applicable law, the parties
agree to renegotiate such provision in good faith, in order to maintain the
economic position enjoyed by each party as close as possible to that under the
provision rendered unenforceable.  In the event that the parties cannot reach a
mutually agreeable and enforceable replacement for such provision, then
(i) such provision shall be excluded from this Agreement, (ii) the
balance of the Agreement shall be interpreted as if such provision were so
excluded and (iii) the balance of the Agreement shall be enforceable in
accordance with its terms.
(h)	Entire Agreement.  This Agreement, and
the documents referred to herein constitute the entire agreement between the
parties hereto pertaining to the subject matter hereof, and any and all other
written or oral agreements existing between the parties hereto concerning such
subject matter are expressly canceled.
[Signature Page Follows]
The Debtor and Secured Party have caused this Agreement to be
duly executed and delivered as of the date first above written.
		DEBTOR:


		JBII Corporation

		a Delaware corporation


			By:____________________________

			Name:___________________________

		Title:	___________________________


		Address:	2310 130th Avenue NE
			Suite B-202
			Bellevue, WA  98005

		Facsimile No:(425) 869-3678

SECURED PARTY:
PopMail.com, Inc., 
a Minnesota corporation

By:_________________________

Name:___________________________

Title:  ___________________________	


Address:
1331 Corporate Dr # 350 
Irving, TX 75038
Facsimile Number:  (972) 550-5581



















EX-10.54
26
exh1054.htm
EXHIBIT












Exhibit 10.54


THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A
VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF.  NO SUCH SALE
OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT
RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY
THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.
SECURED PROMISSORY NOTE

$2,250,000.00	December 8, 2000
	Bellevue, Washington

	For value received, JBII Corporation, a Washington
corporation (the "Company"), promises to pay to Popmail.com,
Inc. (the "Holder"), the principal sum of Two Million Two
Hundred Fifty Thousand Dollars and No Cents ($2,250,000.00) (as may be adjusted
as provided in Section 2 below) (the "Principal Amount"), with
zero interest on the unpaid principal hereof; provided, however, in the event
the Company is in default of its obligation to pay any amounts due under this
Note, then interest shall accrue from the date of such default solely on such
amounts at the then applicable prime rate per annum.  This Note is issued
pursuant to that certain Asset Purchase Agreement dated December 8, 2000 by and
among the Company, the Holder and IZ.com, Inc. (the "Asset
Agreement").  All capitalized terms not defined herein shall have the
meaning set forth in the Asset Agreement.  This secured promissory note
("Note") is subject to the following terms and conditions.
1.	Maturity.  This Note will automatically mature and be due
and payable in one of the following options, which option shall be chosen by
Company in its sole discretion except that compliance with option (a) shall
be mandatory upon the occurrence of a Liquidity Event (as defined
below):




(a)	Within five (5) days following the closing of
(i) an underwritten initial public offering of the Company's Common Stock
pursuant to a Registration Statement on Form S-1 under the Securities Act of
1933, as amended (the "IPO"), or (ii) the sale or other
transfer or conveyance of all or substantially all of the Purchased Assets
substantially in exchange for cash consideration, or (iii) the Company's
merger with or into or consolidation with any other corporation (other than a
wholly-owned subsidiary corporation) substantially in exchange for cash
consideration or if the Company effects any other transaction or series of
related transactions substantially in exchange for cash consideration in which
more than fifty percent (50%) of the voting power of the Company is disposed of
and the Company is not the survivor (each of (i), (ii) and (iii) a
"Liquidity Event"); or 

(b) Beginning at the end of the Company's first fiscal
quarter that occurs after the three-year anniversary of the Closing Date (the
"Initial Quarter"), Company shall pay Holder quarterly
installments of exactly 15% of Company's net operating profit (as calculated in
accordance with GAAP) from the previous fiscal quarter, with the first
installment due 30 days after the end of the Initial Quarter and all subsequent
installments payable 30 days after the end of each quarter thereafter, provided
that all amounts due and payable under this Note shall be paid to Holder by no
later than the date that is the eight-year anniversary of the Closing Date;
or

(c) Beginning at the end of the Initial Quarter, if Company
chooses to tender Popmail Stock (as defined in Section 3) pursuant to Section 3,
Company shall pay Holder quarterly installments of shares of Popmail Stock
having a value (determined as set forth in Section 3) equal to at least 50% of
Company's operating profit (as calculated in accordance with GAAP) from the
previous fiscal quarter, with the first installment due 30 days after the end of
the Initial Quarter and all subsequent installments payable 30 days after the
end of each quarter thereafter, provided that all amounts due and payable under
this Note shall be paid to Holder by no later than the date that is the eight-
year anniversary of the Closing Date; or

(d) If Company does not elect (a), (b) or (c) above, then the
Note shall automatically mature and become due and payable in 48 equal monthly
installments, with the first such installment due the date that is the four-year
anniversary of the Closing Date, with subsequent installments due thereafter on
the monthly anniversaries of the Closing Date.




Notwithstanding the foregoing, the entire unpaid principal sum of this Note
shall become immediately due and payable upon the insolvency of the Company, the
commission of any act of bankruptcy by the Company, the execution by the Company
of a general assignment for the benefit of creditors, the filing by or against
the Company of a petition in bankruptcy or any petition for relief under the
federal bankruptcy act or the continuation of such petition without dismissal
for a period of ninety (90) days or more, or the appointment of a receiver or
trustee to take possession of the property or assets of the Company.  
2.	Principal Amount Adjustment.  In the event a
Consideration Adjustment occurs as provided in Section 2.6(a) of the Asset
Agreement or partial forgiveness of the Principal Amount occurs as provided in
Sections 2.6(b) or 2.6(c) of the Asset Agreement, the Principal Amount
shall be correspondingly reduced in an amount equal to such Consideration
Adjustment or partial forgiveness, respectively.  Any such adjustment shall
affect only the Principal Amount, and all other terms and provisions of this
Note shall remain unchanged.
3.	Payment; Prepayment.  All payments shall be made in
either (i) lawful money of the United States of America or (ii) shares of
Popmail.com, Inc. common stock ("Popmail Stock"), in each case
at such place as the Holder hereof may from time to time designate in writing to
the Company.  Any shares of Popmail Stock tendered by Holder pursuant to this
Section 3 shall be valued at the average of the closing trade prices over the
ten day period immediately prior to the date such shares are tendered.
Prepayment of this Note may be made at any time(s) and in any amount(s) without
penalty. 
4.	Transfer; Successors and Assigns.  The terms and
conditions of this Note shall inure to the benefit of and be binding upon the
respective successors and assigns of the parties.  Notwithstanding the
foregoing, the Holder may not assign, pledge, or otherwise transfer this Note
without the prior written consent of the Company, which consent shall not be
unreasonably withheld.  Subject to the preceding sentence, this Note may be
transferred only upon surrender of the original Note for registration of
transfer, duly endorsed, or accompanied by a duly executed written instrument of
transfer in form satisfactory to the Holder.  Thereupon, a new note for the same
Principal Amount and interest will be issued to, and registered in the name of,
the transferee.  Interest and Principal Amount are payable only to the
registered holder of this Note.
5.	Governing Law.  This Note and all acts and transactions
pursuant hereto and the rights and obligations of the parties hereto shall be
governed, construed and interpreted in accordance with the laws of the State of
Washington, without giving effect to principles of conflicts of law.  
6.	Notices.  Any notice required or permitted by this Note
shall be in writing and shall be deemed sufficient upon delivery, when delivered
personally or by a nationally-recognized delivery service (such as Federal
Express or UPS), or forty-eight (48) hours after being deposited in the U.S.
mail, as certified or registered mail, with postage prepaid, addressed to the
party to be notified at such party's address as set forth below or as
subsequently modified by written notice.
7.	Amendments and Waivers.  Any term of this Note may be
amended only with the written consent of the Company and the Holder.  Any
amendment or waiver effected in accordance with this Section 7 shall be
binding upon the Company, the Holder and each transferee of the Note.
8. 	Stockholders, Officers and Directors Not Liable.  In no
event shall any stockholder, officer or director of the Company be liable for
any amounts due or payable pursuant to this Note.
9.	Grant of Security Interest.  This Note is secured by a
security interest in the Purchased Assets in accordance with a separate security
agreement (the "Security Agreement") of even date herewith
between the Company and the Holder, the terms of which are incorporated herein
by reference.  In case of an Event of Default (as defined in the Security
Agreement), the Holder shall have the rights set forth in the Security
Agreement.
10.	Notice Regarding Oral Commitments.  Oral agreements or
oral commitments to loan money extend credit, or to forbear from enforcing
repayment of a debt are not enforceable under Washington law.















COMPANY:

JBII CORPORATION

By:	

Name:	
	(print)
Title:	

Address:  2310 130th Avenue NE, 














	Suite B-202
	Bellevue, WA 98005


AGREED TO AND ACCEPTED:

POPMAIL.com, INC.

By:  ___________________________

Name: _________________________
	           (print)
Title:  __________________________

Address:	1333 Corporate Drive
		Suite 350
		Irving, TX  75038




















EX-10.55
27
exh1055.htm
EXHIBIT












Exhibit 10.55



Asset Purchase Agreement

	This Asset Purchase Agreement (the "Agreement") is
entered into as of December 8, 2000, by and between JBII Corporation, a Delaware
corporation ("Buyer"), PopMail.com, Inc.
("PopMail"), a Minnesota corporation and IZ.com, Inc., a
Delaware corporation and wholly owned subsidiary of PopMail
("IZ" and together with PopMail, the
"Seller").

RECITALS

	IZ conducts a business, which among other things provides content
creation and development for publication on multiple electronic platforms
through the use of the Vignette StoryServer software, both under IZ's own brand
and for clients on a client branded basis (the "IZ Business").
For all purposes of this Agreement, "IZ Business" shall exclude all
the assets and liabilities of PopMail Network, Inc., a Texas company based in
Dallas, Texas and Fan Asylum, Inc., a California company based in San Francisco,
California.  Buyer desires to acquire from Seller, and Seller desires to sell to
Buyer, substantially all of the assets of the IZ Business on the terms and
subject to the conditions set forth in this Agreement.

AGREEMENT

	In consideration of the mutual agreements, representations,
warranties and covenants set forth below, Buyer and Seller agree as follows:

1.	Definitions.

1.1	Definitions.  As used in this Agreement, the
following terms shall have the following meanings:
(a)	"Affiliate" means with respect
to any Person, a Person directly or indirectly controlling or controlled by or
under common control with such Person.
(b)	"Closing" means the
consummation of the transactions contemplated hereby.
(c)	"Closing Date" means the date
of the Closing.
(d)	"Code" means the Internal
Revenue Code of 1986, as amended.
(e)	"Environmental Laws" shall
mean all federal, regional, state, county or local laws, statutes, ordinances,
decisional law, rules, regulations, codes, orders, decrees, directives and
judgments relating to public health or safety, pollution, damage to or
protection of the environment, any environmental contamination or pollution or
threatened contamination or pollution of, or the release or threatened release
of hazardous materials into the environment, whether existing in the past or
present or hereafter enacted, rendered, adopted or promulgated.  Environmental
Laws shall include, but are not limited to, the following laws, and the
regulations promulgated thereunder, as the same may be amended from time to
time:  the Comprehensive Environmental Response Compensation and Liability Act
(42 U.S.C. 9601 et seq.) ("CERCLA"); the Resource
Conservation and Recovery Act (42 U.S.C. 6901 et seq.)
("RCRA"); the Clean Air Act (42 U.S.C. 7401 et
seq.); the Clean Water Act (33 U.S.C. 1251 et seq.); and
state environmental laws.
(f)	"GAAP" means generally
accepted accounting principles of the United States of America.
(g)	"Governmental Authorizations"
means the permits, authorizations, consents or approvals of any Governmental
Entity which are a condition to the lawful consummation of the transactions
contemplated hereby listed on Schedule 1.1(g) to this Agreement.
(h)	"Governmental Entity" means
any court, or any federal, state, municipal or other governmental authority,
department, commission, board, agency or other instrumentality (domestic or
foreign).
(i)	"Lien" means any mortgage,
pledge, lien, security interest or agreement, option, covenant, condition,
restriction, encumbrance, lease, conditional sales contract, title retention
device, charge or other third-party claim of any kind.
(j)	"Material Adverse Effect" with
respect to a Person means any event, change or effect that is materially adverse
to the condition (financial or otherwise), properties, assets, liabilities,
business, operations or results of operations of such Person and its Affiliates,
taken as a whole.
(k)	"Person" means an individual,
corporation, partnership, association, trust, government or political
subdivision or agent or instrumentality thereof, or other entity or
organization.
(l)	"Taxes" means all taxes,
however denominated, including any interest, penalties or other additions to tax
that may become payable in respect thereof, (i) imposed by any federal,
territorial, state, local or foreign government or any agency or political
subdivision of any such government, for which Buyer could become liable as
successor to or transferee of the IZ Business or the Purchased Assets or which
could become a charge against or lien on any of the Purchased Assets, which
taxes shall include, without limiting the generality of the foregoing, all sales
and use taxes, ad valorem taxes, excise taxes, business license taxes,
occupation taxes, real and personal property taxes, stamp taxes, environmental
taxes, real property gains taxes, transfer taxes, payroll and employee
withholding taxes, unemployment insurance contributions, social security taxes,
and other governmental charges, and other obligations of the same or of a
similar nature to any of the foregoing, which are required to be paid, withheld
or collected, or (ii) any liability for amounts referred to in (i) as a result
of any obligations to indemnify another person or as a result of being a member
of a consolidated, combined or unitary group.
2.	Sale and Purchase


	2.1  	Transfer of Assets.  Subject to the terms and
conditions of this Agreement, Seller shall sell, assign, grant, transfer, and
deliver (or cause to be sold, assigned, granted, transferred and delivered) to
Buyer, or to any Affiliate of Buyer designated by Buyer, and Buyer shall
purchase and accept from Seller as of the Closing Date, free and clear of all
Liens, all of the Seller's rights, title and interest in and to all of the
assets enumerated below as the same shall exist on the Closing Date (the
"Purchased Assets"): 

(a)	all tangible personal property and leases of and other
interests in tangible personal property used in connection with the IZ Business
as set forth on Schedule 2.1(a);
(b)	all rights under the contracts, agreements, leases and
other interests in personal property, licenses, commitments, sales and purchase
orders and other instruments, listed on Schedule 2.1(b) (collectively the
"Contracts");
(c)	all of the accounts receivable, notes receivable and
other receivables listed on Schedule 2.1(c);
(d)	all prepaid expenses relating to the operation of the
IZ Business including, but not limited to Taxes, leases and rentals, and Seller
will use its commercially reasonable best efforts to take all action necessary
with appropriate third parties to transfer such prepaid expenses to Buyer as of
the Closing Date;
(e)	all of Seller's rights, claims, credits, causes of
action or rights of set-off against third parties relating to the Purchased
Assets, including, without limitation, unliquidated rights under warranties;
(f)	all copyrights, copyright registrations, proprietary
processes, trade secrets, license rights, specifications, technical manuals and
data, drawings, inventions, designs, patents, patent applications, trade names,
trademarks, service marks, product information and data, know-how and
development work-in-progress, customer lists, software, business and marketing
plans and other intellectual or intangible property embodied in or pertaining to
the IZ Business, whether pending, applied for or issued, whether filed in the
United States or in other countries, including without limitation the items
listed in Schedule 2.1(f), together with all associated goodwill;
(g)	all things authored, discovered, developed, made,
perfected, improved, designed, engineered, acquired, produced, conceived or
first reduced to practice by Seller or any of its employees or agents that are
embodied in, derived from or otherwise directly related to the IZ Business, in
any stage of development, including, without limitation, modifications,
enhancements, designs, concepts, techniques, methods, ideas, flow charts, coding
sheets, notes and all other information relating to the IZ Business;
(h)	any and all design and code documentation,
methodologies, processes, trade secrets, copyrights, design information, product
information, technology, formulae, routines, engineering specifications,
technical manuals and data, drawings, inventions, know-how, techniques,
engineering work papers, and notes, development work-in-process, and other
proprietary information and materials of any kind relating to, used in, or
derived from the Purchased Assets (collectively with subsections (f) and (g),
the "Intellectual Property");
(i)	all permits, authorizations, consents and approvals of
any Governmental Entity affecting or relating in any way to the IZ Business,
including without limitation, the items listed on Schedule 2.1(i) (the
"Permits");
(j)	all books, records, files and papers, whether in hard
copy or electronic format, used in the IZ Business, including without
limitation, engineering information, sales and promotional literature, manuals
and data, sales and purchase correspondence, lists of present, former and
prospective suppliers or customers, personnel and employment records, and any
information relating to Taxes imposed on the IZ Business or Purchased
Assets;
(k)	all computer software programs, data and associated
licenses used in connection with the IZ Business;
(l)	all goodwill associated with the IZ Business or the
Purchased Assets, together with the right to represent to third parties that
Buyer is the successor to the IZ Business; and
(m)	all subscriber and customer lists associated with the
IZ Business or the Purchased Assets. 
2.2	Excluded Assets.  Buyer agrees that notwithstanding any
provision of Section 2.1 the assets of Seller listed on Schedule 2.2 (the
"Excluded Assets") shall be excluded from the Purchased
Assets.
2.3	Transfer of Liabilities. Subject to the terms and
conditions of this Agreement, Buyer or an Affiliate of Buyer designated by Buyer
agrees, effective as of the Closing Date, to assume the following liabilities
(the "Assumed Liabilities"):
(a)	the liabilities set forth on Schedule 2.3(a) to
the extent set forth thereon; and
(b)	the obligations of Seller arising under the Contracts,
other than any and all payment obligations arising or existing under the
Contracts prior to the Closing Date which are identified within 120 days
following the Closing Date.
2.4	Excluded Liabilities.  Except for those liabilities
expressly assumed by Buyer or any Affiliate designated by Buyer pursuant to
Section 2.3, Buyer shall not assume and shall not be liable for, and Seller
and its direct or indirect subsidiaries shall retain and remain solely liable
for and obligated to discharge, all of the debts, contracts, agreements,
commitments, obligations and other liabilities of any nature whatsoever of
Seller and its direct and indirect subsidiaries, whether known or unknown,
accrued or not accrued, fixed or contingent, including without limitation, the
following:
(a)	Any liability for breaches by Seller or any of its
respective direct or indirect subsidiaries on or prior to the Closing Date of
any contract or any other instrument, contract or purchase order, or any
liability for payments or amounts due under any Contract or any other
instrument, contract or purchase order on or prior to the Closing Date; 
(b)	Any liability or obligation for Taxes attributable to
or imposed upon Seller or any of its direct or indirect subsidiaries, or
attributable to or imposed upon the Purchased Assets for any period (or portion
thereof) through and including the Closing Date, including, without limitation,
any Taxes attributable to or arising from the transactions contemplated by this
Agreement;
(c)	Any liability or obligation for or in respect of any
loan, other indebtedness for money borrowed, or account payable of Seller or any
of its direct or indirect subsidiaries, including any such liabilities owed to
Affiliates of Seller;
(d)	Any liability or obligation arising as a result of any
legal or equitable action or judicial or administrative proceeding initiated at
any time, to the extent relating to any action or omission on or prior to the
Closing Date by or on behalf of Seller or any of its direct or indirect
subsidiaries, including, without limitation, any liability for infringement of
intellectual property rights, breach of product warranty, injury or death caused
by products, or violations of federal or state securities or other laws;
(e)	Any liability or obligation arising on or prior to the
Closing Date out of any "employee benefit plan," as such term is
defined by the Employee Retirement Income Security Act of 1974
("ERISA") or other employee benefit plans; 
(f)	Any liability or obligation for making payments of any
kind (including as a result of the sale of Purchased Assets or as a result of
the termination of employment by Seller of employees, or other claims arising
out of the terms and conditions of employment with Seller, or for vacation or
severance pay or otherwise) to employees of Seller or in respect of payroll
taxes for employees of Seller; 
(g)	Any liability of Seller incurred in connection with
the making or performance of this Agreement and the transactions contemplated
hereby;
(h)	Any liability of Seller arising out of the violation
of or failure to comply with any Environmental Laws applicable to any aspect of
the IZ Business; and
(i)	Any costs or expenses of Seller incurred in connection
with shutting down, deinstalling and removing equipment not purchased by Buyer,
and the costs associated with all contracts and agreements not assumed by
Buyer.
2.5	Consideration.  Subject to the performance by Seller of
all of its obligations under this Agreement (including delivering all documents
required to be delivered) at the Closing, in consideration of the acquisition of
the Purchased Assets under Section 2.1, Buyer agrees (i) to deliver to Seller a
non-interest bearing promissory note (the "Note") in the form
attached hereto as Exhibit A in the stated principal amount of
$2,250,000, subject to adjustment as provided in Section 2.6 (collectively with
the Warrant (as defined below, the "Consideration"); and (ii)
to assume the Assumed Liabilities, and Seller agrees to deliver to Buyer a
warrant to purchase 840,000 shares of PopMail common stock (the
"Warrant") in the form attached hereto as Exhibit B.

2.6	Adjustments to Consideration; Certain Third Party
Payments.
(a)	In the event that either (i) Buyer makes any
payment to any of the third parties listed on Schedule 2.6(a) due to Seller's
failure to pay amounts due or liabilities incurred under Contracts with these
third parties or (ii) Seller does not transfer all prepaid expenses
relating to the IZ Business to Buyer as of the Closing Date pursuant to
Section 2.1(d) hereof, then Seller shall promptly deliver to Buyer, either
in cash or written evidence acceptable to Buyer of Seller's partial forgiveness
of the Note, an amount equal to 175% of the Damages (as defined in Section 10.2)
attributable to such agreements and/or prepaid expenses, respectively (the
"Consideration Adjustment"). Damages shall include any amounts
paid by Buyer plus attorneys fees and expenses and other expenses and costs
incurred by Buyer that are reasonably related to paying these third parties the
amounts due them by Seller prior to Closing.  In the event Seller elects to pay
such Consideration Adjustment through partial forgiveness of the Note, Buyer and
Seller hereby agree to take all action necessary to amend the principal amount
due under the Note to reflect such Consideration Adjustment.  
(b)	In the event Buyer makes any payment in respect of any
Taxes described in Section 6.5 below as a result of Seller's failure to pay such
Taxes when due, Seller shall promptly deliver to Buyer written evidence
acceptable to Buyer of Seller's partial forgiveness of the Note in an amount
equal to the amount of Damages (defined in Section 10.2 below) Buyer incurs
in respect of such Taxes, and Buyer and Seller hereby agree to take all action
necessary to amend the principal amount due under the Note to reflect such
forgiveness.
(c)	In the event Seller fails to include the shares of
PopMail common stock purchased or purchasable by Buyer upon the exercise of the
Warrant in the first registration statement covering PopMail's stock filed by
the Company subsequent to November 30, 2000 under the Securities Act of 1933, as
amended (other than any registration statement on Form S-4, S-8 or any other
similarly inappropriate form, or any successor forms thereto, but including,
without limitation, the registration statement on Form S-3 that PopMail was
preparing as of November 30, 2000), Seller shall promptly deliver to Buyer
written evidence acceptable to Buyer of Seller's partial forgiveness of the Note
in an amount such that the Consideration (not taking into account any other
adjustments that may also be made pursuant to this Section 2.6) shall equal One
Million Five Hundred Thousand Dollars ($1,500,000.00), and Buyer and Seller
hereby agree to take all action necessary to amend the principal amount due
under the Note to reflect such forgiveness.
(d)	Seller agrees to remit to Buyer in cash within 10
business days after the Closing Date, the amount of Seller's deferred revenue
attributable to the IZ Business as of the Closing Date determined in accordance
with GAAP.
2.7	Allocation of Consideration.  The Consideration shall be
allocated among the Purchased Assets and other expenses as provided in
Exhibit C prepared by Buyer for purposes of complying with
the requirements of Section 1060 of the Code and the regulations thereunder.
Buyer and Seller agree to each prepare and file on a timely basis with the
Internal Revenue Service (and applicable state tax authorities) substantially
identical and supplemental Internal Revenue Service Forms 8594 (and
corresponding state tax forms) consistent with Buyer's reasonable and lawful
allocation of the Consideration and which gives effect to any Consideration
Adjustment or the actual dates on which payment is made under the Note.  If any
Tax authority challenges such allocation, the party receiving notice of such
challenge shall give the other prompt written notice thereof and the parties
shall cooperate in order to preserve the effectiveness of such allocation.
3.	Closing

3.1  	Closing.  Subject to the terms and conditions
of this Agreement, the Closing shall take place on such date, as soon as
practicable after all conditions precedent in Sections 8 and 9 have been
satisfied or waived, as the parties may agree, but in any case, no later than
December 8, 2000 (the "Closing Date").
3.2  	Actions at the Closing.  At the Closing, Seller shall
deliver the Purchased Assets to Buyer, Buyer shall deliver the Consideration to
Seller, and Buyer and Seller shall take such actions and execute and deliver
such agreements, bills of sale, and other instruments and documents as necessary
or appropriate to effect the transactions contemplated by this Agreement in
accordance with its terms, including without limitation the following:
(a)	Bill of Sale; Assignment and Assumption
Agreement.  Seller shall deliver to Buyer a general Bill of Sale
substantially in the form attached as Exhibit D and with respect
to each Contract, or item of Intellectual Property, an Assignment and Assumption
Agreement substantially in the form attached as Exhibit E (the
"Transfer Documents") in each case duly executed by Seller, and
in the aggregate assigning to Buyer all of Seller's right, title and interest in
and to the Purchased Assets.  Buyer may designate one or more of its Affiliates
as the recipient of certain of the Purchased Assets, and as the party to assume
certain of the Assumed Liabilities, in which case Seller shall transfer such
Purchased Assets and Assumed Liabilities to Buyer or the Affiliate(s) designated
by Buyer pursuant to such Transfer Documents.  
(b)	Consideration.  Buyer shall deliver the
Consideration to Seller.
(c)	Title.  Seller shall provide reasonable
evidence of valid title to such of the Purchased Assets as Buyer may reasonably
request in writing prior to the Closing, in form and substance reasonably
satisfactory to Buyer.
(d)	Third Party Consents and Assignments.
Seller shall deliver to Buyer any assignments, and any required consents to
assignment, that it has obtained in respect of the Contracts, duly executed by
parties having the authority to so assign or consent to assign, in form and
substance as Buyer shall reasonably request, as well as a written confirmation
from such third parties that the Contracts are in good standing.
(e)	Seller Documents.  At the Closing,
Seller shall deliver to Buyer any and all documents required to satisfy the
conditions set forth in Section 9 of this Agreement and any other closing
documents reasonably requested by Buyer.
(f)	Buyer Documents.  At the Closing, Buyer
shall deliver to Seller any and all documents required to satisfy the conditions
set forth in Section 8 of this Agreement and any other closing documents
reasonably requested by Seller.
(g)	Post-Closing Actions.  Subsequent to the
Closing Date, Seller shall, and shall cause any Affiliate of Seller to, from
time to time execute and deliver, upon the request of Buyer, all such other and
further materials and documents and instruments of conveyance, transfer or
assignment as may reasonably be requested by Buyer to effect, record or verify
the transfer to and vesting in Buyer of Seller's and any of Seller's Affiliates'
right, title and interest in and to the Purchased Assets, free and clear of all
Liens in accordance with the terms of this Agreement.
4.	Representations and Warranties of
Seller.
Each representation and warranty set forth below is qualified by any
exception or disclosures set forth in the Seller Disclosure Schedule attached
hereto, which exceptions specifically reference the Section(s) to be qualified.
In all other respects, each representation and warranty set out in this Section
4 is not qualified in any way whatsoever, will not merge on Closing or by reason
of the execution and delivery of any agreement, document or instrument at the
Closing, will remain in force on and after the Closing Date, is given with the
intention that liability is not confined to breaches discovered before Closing,
is separate and independent and is not limited by reference to any other
representation or warranty or any other provision of this Agreement, and is made
and given with the intention of inducing the Buyer to enter into this Agreement.
Seller represents and warrants to Buyer as follows:
4.1	Organization, Standing and Power.  Seller is a
corporation duly organized, validly existing and in good standing under the laws
of its jurisdiction of organization. Seller has the requisite corporate power
and authority and all necessary permits, authorizations, consents, and approvals
of all Governmental Entities to own, lease and operate its properties and to
carry on the IZ Business as now being conducted and as proposed to be conducted,
except where the failure to have such power, authority and governmental
approvals would not, individually or in the aggregate, have a Material Adverse
Effect on the IZ Business. Seller is duly qualified or licensed as a foreign
corporation to do business, and is in good standing, in each jurisdiction where
the character of the properties owned, leased or operated by it or the nature of
its business makes such qualification or licensing necessary, except for
failures to be so qualified or licensed and in good standing that would not,
individually or in the aggregate, have a Material Adverse Effect on the IZ
Business.
4.2	Authority.  The execution and delivery of this Agreement
(and all other agreements and instruments contemplated under this Agreement) by
Seller, the performance by Seller of its obligations hereunder and thereunder,
and the consummation by Seller of the transactions contemplated hereby and
thereby have been duly authorized by all necessary action by the Board of
Directors and shareholders of Seller, and no other act or proceeding on the part
of or on behalf of Seller or its shareholders is necessary to approve the
execution and delivery of this Agreement and such other agreements and
instruments, the performance by Seller of its obligations hereunder and
thereunder and the consummation of the transactions contemplated hereby and
thereby.  The signatory officers of Seller have the power and authority to
execute and deliver this Agreement and all of the other agreements and
instruments to be executed and delivered by Seller pursuant hereto, to
consummate the transactions hereby and thereby contemplated and to take all
other actions required to be taken by Seller pursuant to the provisions hereof
and thereof.
4.3	Execution and Binding Effect.  This Agreement has been
duly and validly executed and delivered by Seller and constitutes, and the other
agreements and instruments to be executed and delivered by Seller pursuant
hereto, upon their execution and delivery by Seller, will constitute (assuming,
in each case, the due and valid authorization, execution and delivery thereof by
Buyer), legal, valid and binding agreements of Seller, enforceable against
Seller in accordance with their respective terms.
4.4	Consents and Approvals of Governmental Entities. Other
than the Governmental Authorizations, there is no requirement applicable to
Seller to make any filing, declaration or registration with, or to obtain any
permit, authorization, consent or approval of, any Governmental Entity as a
condition to the lawful consummation by Seller of the transactions contemplated
by this Agreement and the other agreements and instruments to be executed and
delivered by Seller pursuant hereto or the consummation by Seller of the
transactions contemplated herein or therein.
4.5	No Violation.  Neither the execution, delivery and
performance of this Agreement and all of the other agreements and instruments to
be executed and delivered pursuant hereto, nor the consummation of the
transactions contemplated hereby or thereby, will, with or without the passage
of time or the delivery of notice or both, (a) conflict with, violate or
result in any breach of the terms, conditions or provisions of the Articles of
Incorporation or Bylaws of Seller, (b) conflict with or result in a
violation or breach of, or constitute a default or require consent of any Person
(or give rise to any right of termination, cancellation or acceleration) under,
any of the terms, conditions or provisions of any contract, notice, bond,
mortgage, indenture, license, franchise, permit, agreement, lease or other
instrument or obligation to which Seller is a party or by which Seller or any of
the Purchased Assets may be bound, (c) violate any statute, ordinance or
law or any rule, regulation, order, writ, injunction or decree of any
Governmental Entity applicable to Seller or by which any properties or assets of
Seller may be bound, or (d) result in any cancellation of, or obligation to
repay, any grant, loan or other financial assistance received by Seller from any
Governmental Entity.  No "bulk sales" legislation applies to the
transactions contemplated by this Agreement.
4.6	Consents.  Schedule 4.6 sets forth each
agreement, contract or other instrument binding upon Seller requiring a consent
as a result of the execution, delivery and performance of this Agreement or the
consummation of the transactions contemplated hereby, except such consents as
would not, individually or in the aggregate, have a Material Adverse Effect if
not received by the Closing Date (each a "Required
Consent").
4.7	Financial Statements.  The Seller has made available to
Buyer the audited consolidated financial statements of PopMail (including
balance sheet, income statement and statement of cash flows) as of January 2,
2000, for the fiscal year then ended together with the consolidated financial
statements of PopMail contained in PopMail's Quarterly Reports on Form 10-Q for
fiscal year 2001 filed with the Securities and Exchange Commission
(collectively, the "Financial Statements").  The Financial
Statements have been prepared in accordance with generally accepted accounting
principles applied on a consistent basis throughout the periods indicated.  The
Financial Statements fairly present the financial condition and operating
results of the Seller as of the dates, and for the periods, indicated therein,
subject, in the case of interim financial statements, to normal year-end audit
adjustments. Except as set forth in the Financial Statements, the Seller has no
material liabilities, contingent or otherwise, other than (i) liabilities
incurred in the ordinary course of business subsequent to October 1, 2000
and (ii) obligations under contracts and commitments incurred in the
ordinary course of business and not required under generally accepted accounting
principles to be reflected in the Financial Statements, which, in both cases,
individually or in the aggregate are not material to the financial condition or
operating results of the Seller.

4.8	Absence of Certain Changes.  Since November 1, 2000
Seller has conducted the IZ Business in the ordinary course consistent with past
practice and Seller:  

(a)	has not created, incurred or assumed (i) any
borrowings under capital leases, or (ii) any obligation which in any
material way affect the IZ Business, the Purchased Assets or Buyer's ability to
conduct the IZ Business in substantially the same manner and condition as
conducted by Seller on the date of this Agreement;
(b)	has not changed in any manner the compensation of, or
agreed to provide additional benefits to, or enter into any employment agreement
with, any Employee (as defined in Section 7.1);
(c)	has maintained insurance coverage in amounts adequate
to cover the reasonably anticipated risks of the business conducted with the
Purchased Assets;
(d)	has not acquired or agreed to acquire by merging or
consolidating with, or by purchasing any assets or equity securities of, or by
any other manner, any business or any corporation, partnership, association or
other business organization or division thereof, or otherwise acquire or agree
to acquire any assets which are material, individually or in the aggregate, to
the IZ Business;
(e)	has not sold, disposed of or encumbered any of the
Purchased Assets or licensed any Purchased Assets to any Person except for the
sale of Inventory in the normal course of business consistent with past
practice;
(f)	has not engaged in any special promotion, which
promotes the sale of Inventory with highly discounted terms;
(g) 	has not entered into any agreements or commitments
relating to the business conducted with the Purchased Assets, except on
commercially reasonable terms in the ordinary course of business;
(h)	has complied in all material respects with all laws
and regulations applicable to the IZ Business;
(i)	has not entered into any agreement with any third
party for the distribution of any of the Purchased Assets;
(j)	has not changed or announced any change to the
products or services sold by the IZ Business except with Buyer's written consent
or at Buyer's request;
(k)	has not violated, amended or otherwise change in any
way the terms of any of the Contracts;
(l)	has not commenced a lawsuit related to or involving
the Purchased Assets other than (i) for the routine collection of bills; or (ii)
for a breach of this Agreement;
(m)	has not assigned, sold or otherwise conveyed to any
third party, any of its accounts receivable prior to the Closing Date; or
(n)	made any agreement to do any of the foregoing.
4.9  	Assets Generally.
(a)	The Purchased Assets include all properties, tangible
and intangible, and only such properties, currently used by Seller in operating
the IZ Business and necessary for Buyer to operate the IZ Business after the
Closing Date in a manner substantially equivalent to the manner in which Seller
has operated the IZ Business  prior to and through the Closing Date. Other than
the Required Consents and the Governmental Approvals, no licenses or other
consents from, or payments to, any other Person are or will be necessary for
Buyer to operate the IZ Business and use the Purchased Assets in the manner in
which Seller has operated the same.
(b)	Seller holds good and marketable title, license to or
leasehold interest in  all of the Purchased Assets and has the complete and
unrestricted power and the unqualified right to sell, assign and deliver the
Purchased Assets to Buyer.  Upon consummation of the transactions contemplated
by this Agreement, Buyer will acquire good and marketable title, license or
leasehold interest to the Purchased Assets free and clear of any Liens and there
exists no restriction on the use or transfer of the Purchased Assets, except as
may be assumed hereunder by Buyer as an Assumed Liability.  No Person other than
Seller has any right or interest in the Purchased Assets, including the right to
grant interests in the Purchased Assets to third parties, except for Purchased
Assets licensed or leased from third parties which are set forth in the Seller
Disclosure Schedule and identified as such.
(c)	Except as provided in this Agreement, no restrictions
will exist on Buyer's right to sell, resell, license or sublicense any of the
Purchased Assets or engage in the IZ Business, nor will any such restrictions be
imposed on Buyer as a consequence of the transactions contemplated by this
Agreement or by any agreement referenced in this Agreement.
(d)	All of the Purchased Assets are in good operating
condition and repair, as required for their use in the IZ Business as presently
conducted, and conform to all applicable laws, and no notice of any violation of
any law relating to any of the Purchased Assets or Assumed Liabilities has been
received by Seller.
4.10	Intellectual Property.
(a)	The execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated hereby
(including without limitation the continued conduct by Buyer after the Closing
Date of the IZ Business as presently conducted by Seller and the incorporation
of any Intellectual Property in any product of Buyer or an affiliate of Buyer)
will not breach, violate or conflict with any instrument or agreement governing
any Intellectual Property necessary or required for, or used in, the conduct of
the IZ Business as presently conducted and will not cause the forfeiture or
termination or give rise to a right of forfeiture or termination of any such
Intellectual Property or in any material way impair the right of Buyer or any of
its Affiliates to use, sell, license or dispose of, or to bring any action for
the infringement of, any such Intellectual Property or portion thereof;
(b)	Neither the development, manufacture, marketing,
license, sale or use of any product or Intellectual Property currently licensed,
used or sold by Seller or currently under development violates or will violate
any license or agreement to which Seller is a party or infringes or will
infringe any copyright, patent, trademark, service mark, trade secret or other
intellectual property or other proprietary right of any other party.  All
registered trademarks, service marks, patents and copyrights held by Seller are
valid and subsisting.  There is no pending or threatened claim or litigation
contesting the validity, ownership or right to use, sell, license or dispose of
any of the Purchased Assets (including without limitation the Intellectual
Property) necessary or required for, or used in, the conduct of the business of
Seller as presently conducted nor is there any basis for any such claim, nor has
Seller received any notice asserting that any such Purchased Asset (including
without limitation the Intellectual Property) or the proposed use, sale, license
or disposition thereof conflicts or will conflict with the rights of any other
party, nor is there any basis for any such assertion.  To the best of Seller's
knowledge, there is no unauthorized use, infringement or misappropriation on the
part of any third party of the Purchased Assets (including without limitation
the Intellectual Property); and
(c)	Seller has taken reasonable steps (including, without
limitation, entering into confidentiality and non-disclosure agreements with all
officers and employees of and consultants to Seller with access to or knowledge
of the Purchased Assets (including without limitation the Intellectual
Property)) to maintain the secrecy and confidentiality of, and its proprietary
rights in, the Purchased Assets (including without limitation the Intellectual
Property) necessary or required for, or used in, the conduct of the business of
Seller as presently conducted.  The Seller Disclosure Schedule contains a
complete and accurate list of all applications, filings and other formal actions
made or taken pursuant to federal, state, local and foreign laws by Seller to
perfect or protect its interest in the Purchased Assets, including, without
limitation, all patents, patent applications, trademarks, trademark
applications, service marks and copyright or mask work registrations.
(d)	All fees to maintain Seller's rights in the
Intellectual Property, including, without limitation, patent and trademark
registration and prosecution fees and all professional fees in connection
therewith pertaining to the Intellectual Property due and payable on or before
the Closing Date, have been paid by Seller or will be paid by Seller within a
reasonable period after the Closing.
4.11	Supply Agreements.  
(a)	The only obligations of Seller to deliver or supply
products or services are identified in Schedule 2.1(b) as Co-publishing
or Content Agreements (such agreements, as supplemented below, are referred to
collectively as the "Supply Agreements").  Seller has provided
a true and complete copy of all Supply Agreements to Buyer.  All such Supply
Agreements are in full force and effect and are valid and effective in
accordance with their respective terms against Seller, as the case may be, and
against the other party thereto.  Seller holds right, title and interest under
the terms of each Supply Agreement free of all Liens.  Seller is not in default
under any such Supply Agreements (or has caused an event which with notice or
lapse of time, or both, would constitute a default), nor, to the best of
Seller's knowledge, is the other party thereto in default (or has caused an
event which with notice or lapse of time, or both, would constitute a default)
under any such Supply Agreements.
(b)	Seller has not entered into any agreement under which
Seller is restricted from selling, licensing or otherwise distributing any
products or services to any class of customers, in any geographic area, during
any period of time or in any segment of the market.
(c)	After the Closing, Buyer will not be prevented by any
act of Seller from changing prices charged to existing or future customers of
any products or services.
(d)	Seller has not granted any third party the right to
supply any products or services of the IZ Business to any other third party.  No
agreement for supply of the products or services by Seller obligates Seller, and
no agreement would obligate Buyer after the Closing Date, to provide any change
in specification of such products or services or to provide new products or
services.  No agreement pursuant to which Seller has licensed the use of any
products to any third party obligates Seller to provide any change in
specification in the performance of such products or to provide new products or
services.
4.12	Warranties and Indemnities.  The Seller Disclosure
Schedule sets forth a summary of all warranties and indemnities, express or
implied, relating to products sold or services rendered by Seller, and no
warranty or indemnity has been given by Seller which is not listed on the Seller
Disclosure Schedule or which differs therefrom in any respect.  Seller is in
compliance with all warranties described in the Seller Disclosure Schedule.  The
Seller Disclosure Schedule also indicates all warranty and indemnity claims
currently pending against Seller.
4.13	Accounts Receivable.  All accounts receivable, notes
receivable and other receivables included in the Purchased Assets are valid,
genuine and fully collectible in the aggregate amount thereof, net of Seller's
allowances for doubtful accounts attributable to the IZ Business determined in
accordance with GAAP.
4.14	Licenses and Permits. Seller holds all consents,
approvals, registrations, certifications, authorizations, permits and licenses
of, and has made all filings with, or notifications to, all Governmental
Entities pursuant to applicable requirements of all federal, state, local and
foreign laws, ordinances, governmental rules or regulations applicable to the
business, including, but not limited to, all such laws, ordinances, governmental
rules or regulations relating to registration of the products of the IZ Business
(at their current level of development and use) and certification of the
facilities of the IZ Business, except where the failure to hold any such
consent, approval, registration, certification, authorization, permit or license
of, or make any filing with, or notification to, any Governmental Entity would
not have a Material Adverse Effect on the IZ Business.  The IZ Business is in
compliance with all federal, state, local and foreign laws, ordinances,
governmental rules and regulations relating to the products manufactured by the
IZ Business or otherwise related to the IZ Business, except where the failure to
comply with any such federal, state, local or foreign law, ordinance,
governmental rule or regulation would not have a Material Adverse Effect on the
IZ business, and Seller has no reason to believe that any consents, approvals,
authorizations, registrations, certifications, permits, filings or notifications
that it has received or made to operate the IZ Business are invalid or have been
or are being suspended, canceled, revoked or questioned.  There is no
investigation or inquiry to which Seller is a party or, to Seller's knowledge,
pending or threatened, relating to the IZ Business and its compliance with
applicable foreign, state, local or foreign laws, ordinances, governmental rules
or regulations.  Each such consent, approval, registration, certification,
authorization, permit or license is transferable and shall be transferred to
Buyer in accordance with the terms of this Agreement.
4.15	Employees.
(a)	Schedule 4.15 sets forth the names and job
titles of all of the Employees.  All employees, consultants, officers, directors
and shareholders of Seller or any Seller subsidiary that have had access to the
Purchased Assets are parties to a written agreement (a "Confidentiality
Agreement"), under which each such person or entity (i) is
obligated to disclose and transfer to Seller, without the receipt by such person
of any additional value therefor (other than normal salary or fees for
consulting services), all inventions, developments and discoveries which, during
the period of employment with or performance of services for Seller, he or she
makes or conceives of either solely or jointly with others, that relate to any
subject matter with which his or her work for Seller may be concerned, or relate
to or are connected with the IZ Business, products or projects of Seller, or
involve the use of the time, material or facilities of Seller, and (ii) is
obligated to maintain the confidentiality of proprietary information of Seller.
None of Seller's employees, consultants, officers or directors is obligated
under any contract (including licenses, covenants or commitments of any nature)
or other agreement, or to the best of Seller's knowledge subject to any
judgment, decree or order of any court or administrative agency, that would
conflict with their obligation to promote the interests of Seller with regard to
the IZ Business or the Purchased Assets or that would conflict with the IZ
Business or the Purchased Assets.  Neither the carrying on of the IZ Business by
its employees and consultants, nor to the best of Seller's knowledge the
execution or the delivery of this Agreement, will conflict with or result in a
breach of the terms, conditions or provisions of, or constitute a default under,
any contract, covenant or instrument under which any of such persons or entities
are now obligated.  It is currently not necessary nor will it be necessary for
Seller to utilize in the IZ Business any inventions of any of such persons or
entities (or people it currently intends to hire) made or owned prior to their
employment by or affiliation with Seller, nor is it or will it be necessary to
utilize any other assets or rights of any such persons or entities (or people it
currently intends to hire) made or owned prior to their employment with or
engagement by Seller, in violation of any registered patents, trade names,
trademarks or copyrights or any other limitations or restrictions to which any
such persons or entity is a party or to which any of such assets or rights may
be subject.  To the Seller's knowledge, none of Seller's employees, consultants,
officers, directors or shareholders that has had knowledge or access to
information relating to the Purchased Assets has taken, removed or made use of
any proprietary documentation, manuals, products, materials, or any other
tangible item from his or her previous employer relating to the Purchased Assets
by such previous employer which has resulted in Seller's access to or use of
such proprietary items included in the Purchased Assets, and Seller will not
gain access to or make use of any such proprietary items in the IZ Business,
except to the extent that any such activities would not have a material adverse
effect on the Purchased Assets or the IZ Business.
(b)	Except for the Confidentiality Agreement, there are no
written or oral contracts of employment between Seller and any Employee.
(c)	Seller is not a party to any collective bargaining
agreement covering any employee and Seller knows of no effort to organize any of
its employees as a part of any collective bargaining unit.  Seller's employees
are not members of a trade union certified as a bargaining agent with the Seller
and, to the best of Seller's knowledge, no proceedings to implement any such
certifications are pending.
4.16	Employee Benefit and Compensation Plans.  Buyer will
incur no liability with respect to, or on account of, and Seller will retain any
liability for, and on account of, any employee benefit plan of Seller, any of
its Affiliates or any predecessor employer of any employee, including, but not
limited to, liabilities Seller may have to such employees under all employee
benefit schemes, incentive compensation plans, bonus plans, pension and
retirement plans, profit-sharing plans (including any profit-sharing plan with a
cash-or-deferred arrangement) share purchase and option plans, savings and
similar plans, medical, dental, travel, accident, life, disability and other
insurance and other plans or arrangements, whether written or oral and whether
"qualified" or "non-qualified," or to any employee as a
result of termination of employment by Seller as contemplated by this Agreement
(including any liabilities under the Consolidated Omnibus Budget Reconciliation
Act ("COBRA")).  Seller has not, with respect to any employee,
maintained or contributed to, or been obligated or required to contribute to,
any retirement or pension plan or any employee benefit plan.  The Seller has
complied with all of its obligations (including obligations to make
contributions) in respect of the retirement or pension funds of which its
employees are beneficiaries, there is no outstanding liability of the Seller or
any of its Affiliates to any such funds and all such funds are fully funded to
meet all potential claims for benefits by any and all such employees and any
former employee.  
	4.17	Taxes.  All Taxes have been or will be paid by
Seller which are due or properly accrued with respect to all periods (or
portions thereof) prior to and including the Closing Date, and at the request of
Buyer, Seller shall provide Buyer with proof of such payment.  Seller and any
other person required to file returns or reports of Taxes have duly and timely
filed (or will file prior to the Closing Date) all returns and reports of Taxes
required to be filed prior to such date, and all such returns and reports are
true, correct, and complete.  There are no liens for Taxes on any of the
Purchased Assets.  Seller has complied with all record keeping and tax reporting
obligations relating to income and employment taxes due with respect to
compensation paid to employees or independent contractors providing services to
the IZ Business.  Seller is not a "foreign person" within the meaning
of Section 1445(f)(3) of the Code.  There are no pending or, to Seller's
knowledge, threatened proceedings with respect to Taxes, and there are no
outstanding waivers or extensions of statutes of limitations with respect to
assessments of  Taxes.  No agreement or arrangement regarding compensation of
any employee providing services to the IZ Business provides for any payments
which could result in a nondeductible expense to the Buyer pursuant to
Section 280G of the Code or an excise tax to the recipient of such payment
pursuant to Section 4999 of the Code.

 4.18	Compliance with Law.  The operation of the IZ Business
has been conducted in all material respects in accordance with all applicable
laws, regulations and other requirements of Governmental Entities having
jurisdiction over the same.
4.19	Material Contracts.
(a)	Schedule 2.1(b) contains a list of all Contracts which
are material to the Business.
(b)	Except as would not, individually or in the aggregate,
have a Material Adverse Effect on the IZ Business, each Contract is a legal,
valid and binding agreement, and none of the Contracts is in default by its
terms or has been canceled by the other party; Seller is not in receipt of any
claim of default under any such Contract; and Seller does not anticipate any
termination or change to, or receipt of a proposal with respect to, any such
Contract as a result of the transactions contemplated hereby.  Seller has
furnished Buyer with true and complete copies of all such Contracts together
with all amendments, waivers or other changes thereto.  
4.20	Litigation; Other Claims.
(a)	There are no claims, actions, suits, inquiries,
proceedings, or investigations against Seller, or any of its officers, directors
or shareholders, relating to the IZ Business, the Purchased Assets or Seller's
employees which are currently pending or, to the best of Seller's knowledge,
threatened, at law or in equity or before or by any Governmental Entity, or
which challenges or seeks to prevent, enjoin, alter or materially delay any of
the transactions contemplated hereby, nor is Seller aware of any basis for such
claims, actions, suits, inquiries, proceedings, or investigations; and no
Governmental Entity has at any time challenged or questioned the legal right of
Seller to manufacture, offer or sell any of its products or services in the
present manner or style thereof.
(b)	There are no grievance or arbitration proceedings
pending or threatened, and there are no actual or threatened strikes or work
stoppages with respect to the IZ Business, the Purchased Assets or Seller's
employees, nor is Seller aware of any basis for such proceedings or events.
4.21	Defaults.  Seller is not in default under or with
respect to any judgment, order, writ, injunction or decree of any court or any
Governmental Entity which could reasonably be expected to have a Material
Adverse Effect on the IZ Business or any of the Purchased Assets.  There does
not exist any default by Seller or by any other Person, or event that, with
notice or lapse of time, or both, would constitute a default under any agreement
entered into by Seller as part of the operations of the IZ Business which could
reasonably be expected to have a Material Adverse Effect on the IZ Business or
the Purchased Assets, and no notices of breach thereof have been received by
Seller.
4.22	Schedules.  The schedules describing the Purchased
Assets are complete and accurate and describe the assets in the possession of,
or used by Seller in connection with the IZ Business.  The property listed in
such Schedules constitutes all of the tangible and intangible property necessary
for the conduct by Seller of the IZ Business.
4.23	Full Disclosure.  Seller is not aware of any facts
pertaining to the Purchased Assets which affect the IZ Business or the Purchased
Assets in a materially adverse manner or which will in the future affect the IZ
Business or the Purchased Assets in a materially adverse manner.  Neither this
Agreement nor any other agreement, exhibit, schedule or officer's certificate
being entered into or delivered pursuant to this Agreement contains any untrue
statement of a material fact or omits to state any material fact necessary in
order to make the statements contained in such document not misleading.
4.24	Brokers and Finders.  Neither Seller nor any of its
officers, directors or employees has employed any broker or finder or incurred
any liability for any brokerage fee, commission or finder's fee in connection
with the transactions contemplated by this Agreement.
4.25	Fair Consideration; No Fraudulent Conveyance.  The sale
of the Purchased Assets pursuant to this Agreement is made in exchange for fair
and equivalent consideration.  Seller is not now insolvent and will not be
rendered insolvent by the sale, transfer and assignment of the Purchased Assets
pursuant to the terms of this Agreement.  Seller is not entering into this
Agreement or any of the other agreements referenced in this Agreement with the
intent to defraud, delay or hinder its creditors and the consummation of the
transactions contemplated by this Agreement, and the other agreements referenced
in this Agreement, will not have any such effect.  The transactions contemplated
in this Agreement or any agreements referenced in this Agreement will not
constitute a fraudulent conveyance, or otherwise give rise to any right of any
creditor of Seller to any of the Purchased Assets after the Closing.
4.26	Insurance.  The Seller Disclosure Schedule lists all
insurance policies and fidelity bonds covering the Purchased Assets.  There is
no claim by Seller pending under any of such policies or bonds as to which
coverage has been questioned, denied or disputed by the underwriters of such
policies and bonds.  All premiums due and payable under all such policies and
bonds have been paid and Seller is otherwise in material compliance with the
terms of such policies and bonds (or other policies and bonds providing
substantially similar insurance coverage).  There is no threatened termination
of, or material premium increase with respect to, any of such policies.
5.	Representations and Warranties of Buyer

	Buyer represents and warrants to Seller as follows:

5.1	Organization.  Buyer is a corporation duly formed and
validly existing under the laws of Delaware and has full corporate power and
authority and the legal right to execute and deliver this Agreement and all of
the other agreements and instruments to be executed and delivered by Buyer
pursuant hereto, and to consummate the transactions contemplated hereby and
thereby.
5.2	Authority.  The execution and delivery of this Agreement
(and all other agreements and instruments contemplated hereunder) by Buyer, the
performance by Buyer of its obligations hereunder and thereunder, and the
consummation by Buyer of the transactions contemplated hereby and thereby have
been duly authorized by all necessary action by the Board of Directors of Buyer,
and no other act or proceeding on the part of Buyer or its shareholders is
necessary to approve the execution and delivery of this Agreement and such other
agreements and instruments, the performance by Buyer of its obligations
hereunder and thereunder and the consummation of the transactions contemplated
hereby and thereby.  The signatory officers of Buyer have the power and
authority to execute and deliver this Agreement and all of the other agreements
and instruments to be executed and delivered by Buyer pursuant hereto, to
consummate the transactions hereby and thereby contemplated and to take all
other actions required to be taken by Buyer pursuant to the provisions hereof
and thereof.
5.3	Execution and Binding Effect.  This Agreement and the
Note have been duly and validly executed and delivered by Buyer and constitutes,
and the other agreements and instruments to be executed and delivered by Buyer
pursuant hereto, upon their execution and delivery by Buyer, will constitute
(assuming, in each case, the due and valid authorization, execution and delivery
thereof by Seller), legal, valid and binding agreements of Buyer, enforceable
against Buyer in accordance with their respective terms, except as
enforceability may be limited by bankruptcy, insolvency, moratorium, or other
laws affecting the enforcement of creditors' rights generally or provisions
limiting competition, and by equitable principles.
5.4	Consent and Approvals.  There is no requirement
applicable to Buyer to make any filing, declaration or registration with, or to
obtain any permit, authorization, consent or approval of, any Governmental
Entity as a condition to the lawful consummation by Buyer of the transactions
contemplated by this Agreement and the other agreements and instruments to be
executed and delivered by Buyer pursuant hereto, except for filings (a) which
are referred to in the Seller Disclosure Schedule or (b) the failure of making
which would not have a Material Adverse Effect on the transactions contemplated
hereby.
5.5	No Violation.  Neither the execution, delivery and
performance of this Agreement and of all the other agreements and instruments to
be executed and delivered pursuant hereto, nor the consummation of the
transactions contemplated hereby or thereby, will, with or without the passage
of time or the delivery of notice or both, (a) conflict with, violate or
result in any breach of the terms, conditions or provisions of the Certificate
of Incorporation or Bylaws of Buyer, (b) conflict with or result in a
violation or breach of, or constitute a default or require consent of any Person
(or give rise to any right of termination, cancellation or acceleration) under,
any of the terms, conditions or provisions of any notice, bond, mortgage,
indenture, license, franchise, permit, agreement, lease or other instrument or
obligation to which Buyer is a party or by which Buyer or any of its properties
or assets may be bound, or (c) violate any statute, ordinance or law or any
rule, regulation, order, writ, injunction or decree of any Governmental Entity
applicable to Buyer or by which any of its properties or assets may be
bound.
6.	Covenants.
6.1	Access to Information.
(a)	Prior and subsequent to the Closing, Seller will
permit Buyer to make a full and complete investigation of the Purchased Assets
and to receive from Seller all information of Seller relating to the Purchased
Assets or reasonably related to Seller's conduct of the IZ Business.  Without
limiting this right, Seller will give to Buyer and its accountants, legal
counsel, and other representatives full access, during normal business hours, at
a mutually agreeable location arranged in advance, to all of the books, records,
files, documents, properties, and contracts of Seller relating to the Purchased
Assets or reasonably related to Seller's conduct of the IZ Business and allow
Buyer and any such representatives to make copies thereof, all of which shall be
made available in an organized fashion and so as to facilitate an orderly
review.  This Section 6.1 shall not affect or be deemed to modify any
representation or warranty contained herein or the conditions to the obligations
of the parties to consummate the transactions contemplated by this Agreement.
Seller shall maintain and make available the information and records specified
in this Section 6.1(a) in the ordinary course of Seller's business and document
retention policies, as if the transactions contemplated by this Agreement had
not occurred.
(b)	At all times following the Closing, each party shall
provide the other party (at such other party's expense) with such reasonable
assistance, including the provision of available relevant records or other
information and reasonable access to and cooperation of any employees, as may be
reasonably requested by either of them in connection with the preparation of any
financial statement or tax return, any audit or examination by any taxing
authority, or any judicial or administrative proceeding relating to liability
for Taxes.
6.2	Third Party Consents.  Seller and Buyer shall use
commercially reasonable efforts to obtain, within the applicable time periods
required, all Required Consents, waivers, permits, consents and approvals and to
effect all registrations, filings and notices with or to third parties or
Governmental Entities which are necessary to consummate the transactions
contemplated by this Agreement so as to preserve all rights of, and benefits to,
the Buyer in the Purchased Assets.  Nothing in this Agreement shall be construed
as an assignment of, or an attempt to assign to Buyer, any contract (or rights
therein) or Governmental Entity authorization which, as a matter of law or by
its terms, is (i) not assignable, or (ii) not assignable without the
approval or consent of the issuer thereof or the other party or parties thereto,
without first obtaining such approval or consent (collectively, "Non-
Assignable Rights").  In connection with such Non-Assignable Rights, and
without prejudice to the rights of Buyer elsewhere in this Agreement, Seller
shall, at the request of Buyer:
(a)	apply for and use all reasonable efforts to obtain all
consents or approvals contemplated by the Purchased Assets (or rights therein)
or Governmental Entity authorization, in a form satisfactory to Buyer acting
reasonably;
(b)	co-operate with Buyer in any reasonable and lawful
arrangements designed to provide the benefits of such Non-Assignable Rights to
Buyer, including holding any such Non-Assignable Rights in trust for Buyer or
acting as agent for Buyer;
(c)	enforce any rights of Seller arising from such Non-
Assignable Rights against the issuer thereof or the other party or parties
thereto;
(d)	take all such actions and do, or cause to be done, all
such things at the request of Buyer as shall reasonably be necessary and proper
in order that the value of any Non-Assignable Rights shall be preserved and
shall enure to the benefit of Buyer; and
(e)	pay over to Buyer, all monies collected by or paid to
Seller in respect of such Non-Assignable Rights. 
If Seller is unable to lawfully provide the benefit of any Non-Assignable
Right to Buyer, it shall not, at any time, use such Non-Assignable Right for its
own purposes or assign or provide the benefit of such Non-Assignable Right to
any other party. 
6.3	Certain Notifications.  At all times prior to the
Closing, Seller and Buyer shall promptly notify the other party in writing of
the occurrence of any event which will result, or has a reasonable prospect of
resulting, in the failure to satisfy any of the conditions specified in Section
8 or Section 9 of this Agreement.
6.4	Best Efforts.  The Seller shall use its commercially
reasonable best efforts (i) to cause to be fulfilled and satisfied all of
the conditions to the Closing set forth in Section 8 below, (ii) to cause
to be performed all of the matters required of it at the Closing and
(iii) to cause the Contracts to be assigned to Buyer.
6.5	Tax Returns.  Seller shall, to the extent that failure
to do so could adversely affect Buyer, the IZ Business or the Purchased Assets
following Closing, (a) continue to file in a timely manner all returns and
reports relating to Taxes, and such returns and reports shall be true, correct
and complete and shall be subject to the review and consent of Buyer which
consent shall not be unreasonably withheld, and (b) be responsible for and
pay when due any and all Taxes attributable to or imposed upon Seller or any of
its direct or indirect subsidiaries, or attributable to or imposed upon the
Purchased Assets for any period (or portion thereof) through and including the
Closing Date, including, without limitation, any Taxes attributable to or
arising from the transactions contemplated by this Agreement.  In the event
Buyer makes any payment in respect of such Taxes as a result of Seller's failure
to pay such Taxes when due, there shall be a partial forgiveness of the Note as
set forth in Section 2.6(b) above.
6.6	Post-Closing Access to Information.  If, after the
Closing Date, in order properly to operate the IZ Business or prepare documents
or reports required to be filed with governmental authorities or Buyer's
financial statements, it is necessary that Buyer obtain additional information
within Seller's possession relating to the Purchased Assets or the IZ Business,
Seller will furnish or cause its representatives to furnish such information to
Buyer.  Such information shall include, without limitation, all agreements
between Seller and any Person relating to the IZ Business. Seller shall maintain
and make available the information and records specified in this Section 6.6 for
a period of five (5) years after the Closing Date.
6.7	Post-Closing Cooperation.  Seller agrees that, if
reasonably requested by Buyer, it will cooperate with Buyer, at Buyer's expense,
in enforcing the terms of any agreements between Seller and any third party
involving the IZ Business, including without limitation terms relating to
confidentiality and the protection of intellectual property rights.  In the
event that Buyer is unable to enforce its intellectual property rights against a
third party as a result of a rule or law barring enforcement of such rights by a
transferee of such rights, Seller agrees to reasonably cooperate with Buyer by
assigning to Buyer such rights as may be required by Buyer to enforce its
intellectual property rights in its own name.  If such assignment still does not
permit Buyer to enforce its intellectual property rights against the third
party, Seller agrees to initiate proceedings against such third party in
Seller's name, provided that Buyer shall be entitled to participate in such
proceedings and provided further that Buyer shall be responsible for the
expenses of such proceedings.
6.8	No Post-Closing Retention of Copies.  Immediately after
the Closing, Seller shall deliver to Buyer or destroy copies of Purchased Assets
in Seller's possession that are in addition to copies delivered to Buyer as part
of the Closing, whether such copies are in paper form, on computer media or
stored in another form; provided, however, that Seller may retain and use
copies of financial books and records relating to the IZ Business as well as
other documents required by law to be kept by Seller for the sole purpose of
preparing its financial statements and other reports required by applicable law.
The Seller shall not be permitted to use the financial books and records of the
IZ Business for any other reason.
6.9	Public Announcements.  On and prior to the Closing Date,
Buyer and Seller shall advise and confer with each other prior to the issuance
of any reports, statements or releases concerning this Agreement (including the
exhibits and schedules hereto) and the transactions contemplated herein.
Neither Buyer nor Seller will make any public disclosure prior to the Closing or
with respect to the Closing unless both parties agree on the text and timing of
such public disclosure; provided, however, that nothing contained herein
shall prevent either party at any time from furnishing any information to any
Governmental Entity.  Immediately after this Agreement is signed, both parties
will make public announcements to their respective share exchanges; the text of
such public announcements will be reviewed by the parties prior to release.
6.10	Post-Closing Actions.  Subsequent to the Closing Date,
Seller shall, from time to time, execute and deliver, upon the request of Buyer,
all such other and further materials and documents and instruments of
conveyance, transfer or assignment as may reasonably be requested by Buyer to
effect, record or verify the transfer to, and vesting in Buyer, of Seller's
right, title and interest in and to the Purchased Assets, free and clear of all
Liens, in accordance with the terms of this Agreement.
6.11	Financial Statements.  In the event
Buyer is required by the rules and regulations promulgated by the U.S.
Securities and Exchange Commission to produce any financial statements covering
a period or periods prior to the Closing Date, then Seller at Buyer's expense
shall assist Buyer in the preparation thereof as reasonably requested by Buyer.

6.12	Permits.  Seller will assist Buyer in
obtaining any licenses, permits or authorizations required for carrying on the
IZ Business but which are not transferable.
6.13	Taxes. Seller shall be responsible for
paying, shall promptly discharge when due, and shall reimburse, indemnify and
hold harmless Buyer from, any sales or use, transfer, real property gains,
excise, stamp, or other similar Taxes arising from, imposed on or attributable
to the transactions contemplated by this Agreement, and any other Taxes which
are due or properly accrued with respect to all periods (or portions thereof)
prior to and including the Closing Date, and at the request of Buyer, Seller
shall provide Buyer with proof of such payment.
7.	Employee Matters

7.1	Transferred Employees.

(a)	Offer of Employment.  Subject to and
in accordance with the provisions of this Section 7, Buyer may offer employment
to any or all of the employees who are employed by Seller in the IZ Business as
of the date of this Agreement (the "Employees").  Seller agrees
that it will cooperate with Buyer to identify those employees of Seller who are
necessary for the conduct the IZ Business.  Prior to the Closing, Buyer, after
notice to Seller as to the timing and method of contact, shall have the right to
contact any or all of the Employees for the purposes of making offers of
employment with Buyer (or any Affiliate designated by Buyer) after the Closing
Date and receiving written acceptances of such employment (in each case
contingent on consummation of the transactions contemplated by this Agreement).
Upon Closing, Buyer (or any Affiliates designated by Buyer) shall hire those
Employees to whom it has made an offer in accordance with this Section 7.1 and
who accept such offer in the manner and within the time frame reasonably
established by Buyer. Each such Employee who is employed by Seller on the
Closing Date and who actually transfers to employment with Buyer (or any
Affiliate designated by Buyer) at or after the Closing Date as a result of an
offer of employment made by Buyer is hereafter referred to as a
"Transferred Employee."  Transferred Employees shall not
include any person on a disability leave of more than twenty-six (26) weeks.  On
a periodic basis following the date of this Agreement and prior to the Closing,
Buyer shall advise Seller of its intentions with respect to the employees it
desires to extend or has extended offers to and the general status of
discussions with such employees.  Buyer hereby notifies Seller of Buyer's intent
to offer employment to all Employees set forth on Schedule 7.1(a) on terms
and conditions substantially equivalent to, or greater than, such Employees'
current terms and conditions of employment.  Notwithstanding such periodic
disclosures made to Seller, Buyer shall not be obligated to hire any employee
unless an offer of employment is subsequently made to, and accepted by, such
employee; in addition, Buyer shall have no obligation to hire any employees of
Seller after the Closing Date.
(b)	Transition.  Seller hereby agrees that
it will not terminate the employment of any Employee prior to the Closing;
provided, however, that Seller will terminate the employment of Ronald Dan Berst
and Philip Bane immediately prior to the Closing.  The employment by Seller of
the Transferred Employees shall end at the close of business on the Closing Date
and the employment of the Transferred Employees by Buyer shall commence at
12:01 a.m. on the day after the Closing Date.  The terms of employment with
Buyer (or Buyer's Affiliates) shall be as mutually agreed to between each
Transferred Employee and Buyer (or Buyer's Affiliate, as the case may be),
subject to the provisions of this Section 7.1.  Between the date of this
Agreement and the Closing Date, Seller will provide each Transferred Employee
with the same level of compensation as that currently provided by Seller.  Buyer
shall have no obligation with respect to payments of salary, compensation,
wages, health or similar benefits, commissions, bonuses (deferred or otherwise),
severance (including any severance pay owed to Ronald Dan Berst and Philip
Howard Bane), stock or stock options or any other sums due to any Transferred
Employee that accrued as of or before the Closing Date.  Other than as listed on
Schedule 7.1(b), Seller will be fully responsible for all amounts payable
to any employee who is not a Transferred Employee, including (without
limitation) all termination payments, redundancy compensation, severance pay,
accrued vacation pay and other amounts payable in respect of the termination of
employment of any employee in connection with the sale of the Purchased Assets
to the Buyer.  In addition, Seller will be fully responsible for all amounts
owing to Transferred Employees prior to Closing.
(c)	Retention of Employees Prior to Closing.
Seller agrees to use reasonable efforts to retain the Employees as employees of
the IZ Business until the Closing Date, and to assist Buyer in securing the
employment after the Closing Date of those Employees to whom Buyer (or
designated by Buyer) makes or intends to make offers of employment under
subsection (a) above.  Seller shall not transfer any Employee to employment with
Seller outside of the IZ Business prior to the Closing or without the consent of
Buyer.  Seller shall notify Buyer promptly if, notwithstanding the foregoing,
any Employee terminates employment with Seller after the date of this Agreement
but prior to the Closing.  Buyer may request Seller to hire additional employees
for the IZ Business, in which case Seller will use commercial reasonable efforts
to identify and hire such employees.
7.2	Compensation and Benefits of Transferred Employees.
Coverage for Transferred Employees under Buyer's compensation and benefit plans
and other programs shall commence as of 12:01 a.m. on the day after the Closing
Date.  Buyer shall be free to establish its own employee benefit plans; Buyer
shall have no obligation to offer benefit plans of the same type or with terms
similar to or better than the terms of Seller's current employee benefit plans.
Buyer may, at its option, give each Transferred Employee credit for such
Transferred Employee's years of most recent continuous service with Seller for
purposes of determining participation and benefit levels under all of Buyer's
vacation policies and benefit plans and programs.
7.3	Other Employees of the IZ Business.  With respect to
each employee of the IZ Business as of the Closing Date who is not a Transferred
Employee (each a "Non-Transferred Employee"), Seller agrees to
either terminate such Non-Transferred Employee's employment with Seller,
effective prior to the Closing or offer such Non-Transferred Employee continued
employment with Seller other than in the IZ Business.  Seller further
acknowledges that the Non-Transferred Employees shall not be employees of Buyer
after the Closing.
7.4	No Right to Continued Employment or Benefits.  No
provision in this Agreement shall create any third party beneficiary or other
right in any Person (including any beneficiary or dependent thereof) for any
reason, including, without limitation, in respect of continued, resumed or new
employment with Seller or Buyer (or any Affiliate of Seller or Buyer) or in
respect of any benefits that may be provided, directly or indirectly, under any
plan or arrangement maintained by Seller, Buyer or any Affiliate of Seller or
Buyer.  Except as otherwise expressly provided in this Agreement, Buyer is under
no obligation to hire any employee of Seller, provide any employee with any
particular benefits, or make any payments or provide any benefits to those
employees of Seller whom Buyer chooses not to employ.
8.	Conditions to Buyer's Obligations


	The obligations of Buyer under this Agreement are subject to the
fulfillment, prior to or on the Closing Date, of each of the following
conditions, all or any of which may be waived by Buyer in writing, except as
otherwise provided by law:
8.1	Representations and Warranties True; Performance;
Certificate. 
(a)	The representations and warranties of Seller contained
in this Agreement shall be true and correct in all material respects as of the
Closing Date with the same effect as though such representations and warranties
had been made or given again at and as of the Closing Date;
(b)	Seller shall have performed and complied with all of
its agreements, covenants and conditions required by this Agreement to be
performed or complied with by them prior to or on the Closing Date;
(c)	The conditions set forth in this Section 8 have been
fulfilled or satisfied, unless otherwise waived in writing by Buyer; and
(d)	Buyer shall have received a certificate, dated as of
the Closing Date, signed and verified by an officer of Seller on behalf of
Seller certifying to the matters set forth in Sections 8.1(a) and 8.1(b)
above.
8.2	Consents.  All Governmental Authorizations, Required
Consents and consents required to transfer the Contracts to Buyer on the terms
and conditions provided to Seller, without change as a result of the transfer to
Buyer, shall have been obtained.
8.3	No Proceedings or Litigation.
(a)  No preliminary or permanent injunction or other order
shall have been issued by any Governmental Entity, nor shall any statute, rule,
regulation or executive order be promulgated or enacted by any Governmental
Entity which prevents the consummation of the transactions contemplated by this
Agreement.
(b)  No suit, action, claim, proceeding or investigation
before any Governmental Entity shall have been commenced and be pending against
any of the parties, or any of their respective Affiliates, associates, officers
or directors, seeking to prevent transactions contemplated by this Agreement,
including, without limitation, the sale of the Purchased Assets or asserting
that the sale of the Purchased Assets would be illegal or create liability for
damages or which may have a Material Adverse Effect on the IZ Business or the
Purchased Assets.
8.4	Documents.  This Agreement, the exhibits and schedules
attached hereto, and any other instruments of conveyance and transfer and all
other documents to be delivered by Seller at the Closing and all actions of
Seller required by this Agreement and the exhibit agreements, or incidental
thereto, and all related matters, shall be in form and substance reasonably
satisfactory to Buyer and Buyer's counsel and shall be in full force and
effect.
8.5	Governmental Filings.  The parties shall have made any
required filing with Governmental Entities in connection with this Agreement and
the exhibit agreements, and any approvals related thereto shall have been
obtained or any applicable waiting periods shall have expired.  If a proceeding
or review process by a Governmental Entity is pending in which a decision is
expected, Buyer shall not be required to consummate the transactions
contemplated by this Agreement until such decision is reached or rendered,
notwithstanding Buyer's legal ability to consummate the transactions
contemplated by this Agreement prior to such decision being reached or rendered.

8.6	No Material Adverse Change.  There shall have been no
material adverse change in the financial condition or results of operations of
the IZ Business on the Closing Date as compared with the date of this
Agreement.
8.7	Termination of Benefit Plans.  Seller shall have
provided Buyer with evidence, reasonably satisfactory to Buyer as to the
termination of all benefit plans and payments owing by Seller relating to all
Employees and the termination of all Non-Transferred Employees' benefit
plans.
8.8	Legal Opinion.  Buyer shall have
received a legal opinion from Maslon Edelman Borman & Brand, LLP, legal
counsel to Seller, dated the Closing Date, in a form satisfactory to Buyer.
8.9	Outside Financing.  Buyer shall have received equity
financing in an amount of no less than $1,000,000 in aggregate proceeds and on
terms satisfactory to Buyer prior to the Closing Date. 
8.10	Operations Manual.  Prior to the Closing Date, Buyer
shall have received and been assigned ownership of a written manual, produced by
PopMail at its own cost, detailing the operations of the IZ Publishing System
that is in form and substance satisfactory to Buyer.
8.11	Severance Due Transferred Employees. Seller shall have
agreed in writing to pay any Transferred Employee (including Ronald Dan Berst
and Philip Howard Bane) 50% of the severance due from Seller within ten (10)
business days of Closing and the remaining 50% within twenty (20) business days
of Closing.
9.	Conditions to Seller's Obligations


	The obligations of Seller under this Agreement are subject to the
fulfillment, prior to or on the Closing Date, of each of the following
conditions, all or any of which may be waived in writing by Seller, except as
otherwise provided by law:

9.1	Representations and Warranties True; Performance.
(a)	The representations and warranties of Buyer contained
in this Agreement shall be true and correct in all material respects as of the
Closing Date with the same effect as though such representations and warranties
had been made or given again at and as of the Closing Date;
(b)	Buyer shall have performed and complied with all of
its agreements, covenants and conditions required by this Agreement to be
performed or complied with by them prior to or on the Closing Date;
(c)	Seller shall have received a certificate, dated as of
the Closing Date, signed and verified by an officer of Buyer on behalf of Buyer
certifying to the matters set forth in Sections 9.1(a) and 9.1(b) above.
9.2	No Proceeding or Litigation.
(a)  No preliminary or permanent injunction or other order
shall have been issued by any Governmental Entity, nor shall any statute, rule,
regulation or executive order be promulgated or enacted by any Governmental
Entity which prevents the consummation of the transactions contemplated by this
Agreement.
(b)  No suit, action, claim, proceeding or investigation
before any Governmental Entity shall have been commenced and be pending against
any of the parties, or any of their respective Affiliates, associates, officers
or directors, seeking to prevent the sale of the Purchased Assets or asserting
that the sale of the Assets would be illegal or create liability for
damages.
9.3	Documents.  This Agreement, any other instruments of
conveyance and transfer and all other documents to be delivered by Buyer to
Seller at the Closing and all actions of Buyer required by this Agreement or
incidental thereto, and all related matters, shall be in form and substance
reasonably satisfactory to Seller and Seller's counsel.
9.4	Governmental Filings.  The parties shall have made any
filing required with Governmental Entities, and any approvals shall have been
obtained or any applicable waiting periods shall have expired.  If a proceeding
or review process by a Governmental Entity is pending in which a decision is
expected, Seller shall not be required to consummate the transactions
contemplated by this Agreement until such decision is reached or rendered,
notwithstanding Seller's legal ability to consummate the transactions
contemplated by this Agreement prior to such decision being reached or
rendered.
9.5	Fairness Opinion.   Seller shall have received an
opinion from its financial adviser, Duff & Phelps, stating that in the
opinion of such financial adviser, the terms of the Purchase are fair and
reasonable to the shareholders of Seller from a financial point of view.  Seller
shall bear all costs of obtaining such an opinion. 
9.6	Legal Opinion.  Seller shall have received a legal
opinion from Venture Law Group, A Professional Corporation, legal counsel to
Buyer, dated the Closing Date, in a form satisfactory to Seller.
10.	Indemnification.
10.1	Survival of Representations and Warranties.  All
covenants to be performed prior to the Closing Date, and all representations and
warranties in this Agreement or in any instrument delivered pursuant to this
Agreement shall survive the consummation of the transactions contemplated hereby
and continue until the two (2) year anniversary of the Closing Date (the
"Indemnification Termination Date"); provided that if
any claims for indemnification have been asserted with respect to any such
representations, warranties and covenants prior to the Indemnification
Termination Date, the representations, warranties and covenants on which any
such claims are based shall continue in effect until final resolution of any
claims, and provided, further, that representations, warranties
and covenants relating to Taxes shall survive until 30 days after expiration of
all applicable statutes of limitations relating to such  Taxes.  All covenants
to be performed after the Closing Date shall continue indefinitely.
Notwithstanding the foregoing, all representations, warranties and covenants in
this Agreement relating to Taxes shall continue until 30 days after expiration
of all applicable statutes of limitations. 
10.2	Indemnification of Buyer.  Subject to the limitations
set forth in this Section 10, from and after the Effective Time, Seller shall
protect, defend, indemnify and hold harmless Buyer and Buyer's Affiliates,
officers, directors, employees, representatives and agents (each of the
foregoing Persons is hereinafter referred to individually as a "Buyer
Indemnified Person" and collectively as "Buyer Indemnified
Persons") from and against any and all losses, costs, damages,
liabilities, fees (including without limitation reasonable attorneys' fees) and
expenses (collectively, the "Damages"), that any of the Buyer
Indemnified Persons incurs by reason of or in connection with any claim, demand,
action or cause of action alleging misrepresentation, breach of, or default in
connection with, any of the representations, warranties, covenants or agreements
of the Seller contained in this Agreement, including any exhibits or schedules
attached hereto, known to Buyer prior to the Indemnification Termination Date.
Damages in each case shall be net of the amount of any insurance proceeds and
indemnity and contribution actually recovered by Buyer.
10.3	Indemnification of Seller.  Subject to the limitations
set forth in this Section 10, from and after the Effective Time, Buyer shall
protect, defend, indemnify and hold harmless Seller and Seller's Affiliates,
officers, directors, employees, representatives and agents (each of the
foregoing Persons is hereinafter referred to individually as a "Seller
Indemnified Person" and collectively as "Seller Indemnified
Persons") from and against any and all Damages that any of the Seller
Indemnified Persons incurs by reason of or in connection with any claim, demand,
action or cause of action alleging misrepresentation or breach of any of the
representations or warranties of the Buyer contained in Section 5 of this
Agreement known to Seller prior to the Indemnification Termination Date.
Damages in each case shall be net of the amount of any insurance proceeds and
indemnity and contribution actually recovered by Seller.
10.4	Method of Asserting Claims.  All claims
for indemnification pursuant to this Section 10 shall be made in accordance with
the following provisions: 
Buyer or Seller, as applicable, shall deliver to Seller or
Buyer, respectively, at any time on or before the Indemnification Termination
Date, a certificate signed by any officer of Buyer or Seller, as applicable (an
"Officer's Certificate"):
(i)	stating that Buyer or Seller, as applicable, or any
other Buyer Indemnified Person or Seller Indemnified Person, respectively, has
paid or incurred Damages and
(ii)	specifying in reasonable detail the individual items
of Damages included in the amount so stated, the date each such item was paid or
incurred and the nature of the misrepresentation, breach of warranty or claim to
which such item is related.
Seller or Buyer, as applicable, shall have thirty (30) days to object in
writing to any claim or claims made in such Officer's Certificate pursuant to
Section 10.5 below.  After the expiration of such thirty-day period, if Seller
or Buyer, as applicable, has raised no objections, Seller or Buyer, as
applicable, shall deliver to Buyer or Seller, respectively, as promptly as
practicable, either cash or, in the case of Seller, written evidence of Seller's
partial forgiveness of the Note, in each case in an amount equal to such
Damages.
10.5	Resolution of Conflicts; Arbitration.

(i)	In case Seller or Buyer, as applicable, shall
object in writing to any claim or claims made in any Officer's Certificate,
Seller and Buyer shall attempt in good faith to agree upon the rights of the
respective parties with respect to each of such claims within 45 days after
Buyer's or Seller's receipt of the other party's written objection to the claim
pursuant to Section 10  (the "Negotiation Period").  If Seller
and Buyer should so agree during the Negotiation Period, a memorandum setting
forth such agreement shall be prepared and signed by both parties and funds
shall be distributed in accordance with the terms thereof.
(ii)	If no such agreement has been reached by the end of
the Negotiation Period, either Buyer or Seller may demand arbitration of the
matter unless the amount of the Damages is at issue in pending litigation with a
third party, in which event arbitration shall not be commenced until such amount
is ascertained by settlement or a non-appealable decision of a court of
competent jurisdiction or both parties agree to binding arbitration.  The
binding arbitration shall be conducted in King County, Washington if brought by
Seller and in Dallas County, Texas if brought by Buyer, in accordance with the
then-current Commercial Arbitration Rules of the American Arbitration
Association by one arbitrator appointed in accordance with said rules.  The
Arbitrator shall apply Washington law, without reference to rules of conflicts
of law or rules of statutory arbitration, to the resolution of any dispute. The
written decision of the arbitrator as to the validity and amount of any claim in
such Officer's Certificate shall be binding and conclusive upon the parties to
this Agreement, and notwithstanding anything in Section 10 hereof, the
parties shall be entitled to act in accordance with such decision and make or
withhold payments in accordance therewith.  The arbitrator shall award
reimbursement to the prevailing party in the arbitration of its reasonable
expenses of the arbitration (including costs and reasonable attorneys' fees).
The award of the arbitrator shall be the sole and exclusive monetary
remedy of the parties and shall be enforceable in any court of competent
jurisdiction.  Notwithstanding the foregoing, any party shall be entitled to
seek injunctive relief or other equitable remedies from any court of competent
jurisdiction.
10.6	Third Party Claims.  In the event either party becomes
aware of a third-party claim which such party believes may result in a demand
against the other party, such party shall notify the other party of such claim,
and the other party shall be entitled, at the other party's expense, to
participate in any defense of such claim; provided, however, that failure to so
notify the other party shall not relieve such other party from any liability it
has under this Agreement with respect to such third party claim.  Each party
shall have the right in its discretion to settle any such claim; provided,
however, that except with the written consent of the other party, no settlement
of any such claim with third-party claimants shall alone be determinative of the
validity of any claim against such other party.  In the event such other
party has consented in writing to any such settlement, such other party shall
have no power or authority to object under any provision hereof to the amount of
any claim by consistent with such settlement.
10.7	Exclusive Contractual Remedy.  Indemnification pursuant
to this Section 10 shall be the exclusive contractual remedy of Buyer and
Seller for any Damages; provided, however, that nothing herein shall limit the
liability of any officer or director of Seller for such person's fraud or
intentional misrepresentation.
11.	Miscellaneous.


11.1	Amendments and Waivers.  Any term
of this Agreement may be amended or waived with the written consent of the
parties or their respective successors and assigns.  Any amendment or waiver
effected in accordance with this Section 11.1 shall be binding upon the
parties and their respective successors and assigns.
11.2	Successors and Assigns.  The
terms and conditions of this Agreement shall inure to the benefit of and be
binding upon the respective successors and assigns of the parties.
Nothing in this Agreement, express or implied, is intended to confer upon any
party other than the parties hereto or their respective successors and assigns
any rights, remedies, obligations, or liabilities under or by reason of this
Agreement, except as expressly provided in this Agreement.
11.3	Governing Law; Jurisdiction.  This
Agreement and all acts and transactions pursuant hereto and the rights and
obligations of the parties hereto shall be governed, construed and interpreted
in accordance with the laws of the State of Washington, without giving effect to
principles of conflicts of law.  
11.4	Counterparts.  This Agreement may be
executed in two or more counterparts, each of which shall be deemed an original
and all of which together shall constitute one instrument.
11.5	Titles and Subtitles.  The titles and
subtitles used in this Agreement are used for convenience only and are not
to be considered in construing or interpreting this Agreement.
11.6	Notices.  Any notice required or
permitted by this Agreement shall be in writing and shall be deemed sufficient
upon receipt, when delivered personally or by courier, overnight delivery
service or confirmed facsimile, or forty-eight (48) hours after being deposited
in the regular mail as certified or registered mail (airmail if sent
internationally) with postage prepaid, if such notice is addressed to the party
to be notified at such party's address or facsimile number as set forth below,
or as subsequently modified by written notice, and (a) if to Buyer,  with a
copy to Craig E. Sherman, 4750 Carillon Point, Kirkland, Washington 98033 or
(b) if to Seller, with a copy to Philip J. Tilton, Maslon Edelman Borman
& Brand, LLP, 3300 Wells Fargo Center, Minneapolis, Minnesota 55402.
11.7	Berst Attorneys Fees.  PopMail agrees
to reimburse Ronald Dan Berst for reasonable legal fees and expenses as owed in
connection with the registration, drafting and execution of this Agreement, up
to a maximum of $10,000.
11.8	Severability.  If one or more
provisions of this Agreement are held to be unenforceable under applicable law,
the parties agree to renegotiate such provision in good faith, in order to
maintain the economic position enjoyed by each party as close as possible to
that under the provision rendered unenforceable.  In the event that the parties
cannot reach a mutually agreeable and enforceable replacement for such
provision, then (i) such provision shall be excluded from this Agreement,
(ii) the balance of the Agreement shall be interpreted as if such provision
were so excluded and (iii) the balance of the Agreement shall be
enforceable in accordance with its terms.
11.9	Entire Agreement.  This Agreement
and the documents referred to herein are the product of all of the parties
hereto, and constitute the entire agreement between such parties pertaining to
the subject matter hereof and thereof, and merge all prior negotiations and
drafts of the parties with regard to the transactions contemplated herein and
therein.  Any and all other written or oral agreements existing between the
parties hereto regarding such transactions are expressly canceled.
11.10	Advice of Legal Counsel.  Each party
acknowledges and represents that, in executing this Agreement, it has had the
opportunity to seek advice as to its legal rights from legal counsel and that
the person signing on its behalf has read and understood all of the terms and
provisions of this Agreement.  This Agreement shall not be construed against any
party by reason of the drafting or preparation thereof.



[Signature pages follow]
	This Agreement has been duly executed and delivered by the duly
authorized officers of Seller and Buyer as of the date first above written.














						JBII CORPORATION



						By:  	


						Name:  	


						Title:  	




						POPMAIL.COM, INC.



						By:  	


						Name:  	














						Title:  						















						IZ.com, Inc.



						By:  	


						Name:  	
































EX-10.56
28
exh1056.htm
EXHIBIT












Exhibit 10.56


LOAN AGREEMENT

	THIS LOAN AGREEMENT ("Agreement")
is made by and among GSI VENTURES, LLC, an Ohio limited liability company
("Lender"), POPMAIL.COM, INC., a Minnesota corporation
(the "Borrower"), SDK INVESTMENTS, INC., an Ohio
corporation ("SDKI"), POPMAIL NETWORKS, INC., a Texas
corporation ("PNI"), FAN ASYLUM, INC., a California corporation
("FAI") and CAFÉ ODYSSEY, LLC, a Minnesota limited liability
company ("COL") this 1st day of December, 2000.
RECITALS

	A.	Lender has agreed to loan Borrower up to the
principal amount of $1,200,000 and at Lender's option, in its sole and absolute
discretion, an additional principal amount of $2,800,000.

	B.	Borrower has agreed to borrow up to $1,200,000
from Lender and the additional $2,800,000 from Lender, to the extent that Lender
makes that amount available to Borrower.  

	C.	SDKI has acted as a finder in connection with the
loan to be made by Lender to Borrower and, as a result, Borrower has agreed to
pay SDKI a finder's fee consisting of cash and warrants to purchase Borrower's
common stock.  

	D.	PNI, FAI and COL are wholly owned subsidiaries of
Borrower and will materially benefit from the loan Borrower will receive from
Lender.

	E.	As a condition to Lender making a loan to Borrower,
Lender requires PNI, FAI and COL to execute this Agreement and be bound by
certain terms of this Agreement.

	IN CONSIDERATION of the premises, the mutual
covenants and agreements contained herein and other good and valuable
consideration, the receipt, sufficiency and adequacy of which are hereby
acknowledged, Lender, Borrower PNI, FAI, COL, and SDKI hereby covenant and agree
as follows:  
ARTICLE I
THE LOAN




Agreement to Borrow and Lend.  Subject
to all of the terms, provisions, conditions, covenants and agreements contained
in this Agreement, Lender agrees to make a loan to Borrower (the
"Loan") in the principal amount of at least Four Hundred
Thousand Dollars ($400,000) and for a period of 270 days from the date hereof,
at Lender's option and in its sole and absolute discretion, an additional
principal amount of Three Million Eight Hundred Thousand Dollars ($3,600,000)
(collectively, the "Loan Proceeds"), which shall be used in
accordance with the terms set forth herein.  Subject to all of the terms,
provisions, conditions, covenants and agreements contained in this Agreement,
Borrower agrees to borrow from Lender Loan Proceeds that Lender offers to
Borrower within 270 days from the date hereof.

Closing.  The Loan Proceeds shall be distributed
in increments as determined by the Lender, in its sole and absolute discretion
of at least $100,000, at one or more closings (each a
"Closing"), the first of which shall occur on November 30,
2000, or on such other date as the parties shall agree (the "Initial
Closing").   

Convertible Promissory Notes.  The Loan will be
evidenced by a series of convertible promissory notes (the
"Notes", or singularly a "Note") in the form
attached hereto as Exhibit A that will be executed by Borrower and
delivered to Lender.  

Interest.  The outstanding principal balance of
the Notes shall bear interest at a rate of Twelve Percent (12%) per annum as set
forth in the Notes. 

Payment Terms.  Accrued interest under the
Notes shall be due and payable in quarterly installments on February 1, 2001,
May 1, 2001, August 1, 2001 and November 1, 2001 and the entire outstanding
principal balance of the Loan, together with all accrued but unpaid interest
thereon, shall be due and payable in full on January 5, 2002 (the
"Maturity Date"). Notwithstanding anything to the contrary
contained herein, upon Lender's consent, which shall be made in its sole and
absolute discretion, Borrower may pay any portion of the quarterly installments
of accrued interest of the Loan with shares of Borrower's common stock, par
value $.01 per share (the "Common Stock").  The value of the
Common Stock used to pay any quarterly installments of accrued interest shall be
determined by the closing sale price of the Common Stock as reported by Nasdaq
on the preceding trading day before the quarterly installment is paid.

Conversion Right.  The Lender shall have the right
to convert all or any portion of the debt evidenced by the Notes into Borrower's
Common Stock in accordance with the terms of the Notes.


ARTICLE II

WARRANTS TO PURCHASE COMMON STOCK

	2.1.	Warrant to Purchase Common Stock to
Lender.  The Borrower hereby agrees to issue to Lender as a part of
the consideration for Lender making the Loan to Borrower, a warrant to purchase
the number of shares of Common Stock equal to fifty percent (50%) of the
aggregate face value of each Note and in the form attached hereto as Exhibit
B (the "Lender Warrant"). 




Warrant to Purchase Common Stock to SDKI.
As partial consideration for introducing the Borrower to the Lender, the
Borrower hereby agrees to issue to SDKI a warrant to purchase the number of
shares of Common Stock equal to ten percent (10%) of the aggregate face value of
each Note and in the form attached hereto as Exhibit C ("SDKI
Warrant" and together with the Lender Warrant, the
"Warrants").  

Share Calculation For Warrants; Strike Price;
Issuance.  For purposes only of determining the number of shares which shall
be granted upon exercise of the Warrants, the Common Stock shall be deemed to
have a value of $1.00 per share.  The strike price for each Lender Warrant shall
be 120% of the Market Price (as that term is defined in the Notes), and the
strike price for each SDKI Warrant shall be the Market Price.  The Borrower
shall issue each Warrant at the Initial Closing and each subsequent Closing.
The Warrants shall be exercisable for a period of at least five
years.


ARTICLE III
BORROWER'S REPRESENTATIONS AND WARRANTIES

	The Borrower hereby represents and warrants to
Lender that the following are true and correct as of the date hereof and shall
be true and correct as of the date of the Initial Closing and any subsequent
Closing and shall remain true and correct during the term of all of the Loan
Documents (as defined below):  

3.1	Borrower and each of its subsidiaries and affiliates
(a) is a duly organized and validly existing corporation in good standing under
the laws of the jurisdiction of its formation, (b) has the power and authority
and the legal right to own its property and assets and to transact the business
in which it is engaged and (c) is duly qualified as a foreign corporation  or
otherwise licensed and authorized to transact business and in good standing in
each jurisdiction where the ownership, leasing or operation of property or the
conduct of its business requires such qualification and where the failure to be
so qualified, licensed or authorized would have a material adverse effect on the
condition (financial or otherwise), prospects, assets or properties of Borrower,
any subsidiary or affiliate. All subsidiaries and affiliates of the Borrower are
listed on Item 3.1 of the Disclosure Schedule.  The term
"affiliate" shall have the meaning ascribed thereto under Rule 12b-2
promulgated under the Exchange Act of 1934, as amended.



3.2  The execution, delivery and performance of this Agreement, the Notes and
the Warrants and any and all other security agreements, pledge agreements,
financing statements, certificates or instruments contemplated herein
(collectively "Loan Documents") executed and delivered by the
Borrower or its affiliates have been authorized by all necessary corporate
actions and do not and will not contravene any legal or contractual restriction
binding on the Borrower or any of its property or its assets.

3.3  The Borrower and each of its subsidiaries and affiliates has the power
to take all actions contemplated hereby (including but not limited to the
issuance of the Warrants and Notes, the right of first refusal granted to Lender
to participate in any security issuances and the granting of the security
interests in the Collateral (as defined below)) to execute, deliver and carry
out the terms and provisions of each Loan Document to which it is a party and
has taken all necessary actions to authorize the execution, delivery and
performance by it of each Loan Document to which it is a party and all acts
contemplated hereby. The Loan Documents when executed and delivered by the
Borrower and its subsidiaries and affiliates will constitute the legal, valid
and binding obligation of the Borrower and its subsidiaries and affiliates (as
the case may be) and is, or will be upon execution, enforceable against the
Borrower and its subsidiaries and affiliates (as the case may be) in accordance
with their respective terms, except to the extent that enforcement may be
limited by applicable bankruptcy, insolvency, reorganization or other similar
laws affecting creditors rights generally.  

3.4  The execution, delivery or performance by the Borrower and its
subsidiaries and affiliates of each Loan Document, and compliance by the
Borrower and its subsidiaries and affiliates with the terms and provisions
hereof and thereof, (a) do not contravene any provision of any law, statute,
rule or regulation or any order, writ, injunction or decree of any court or
governmental instrumentality applicable to the Borrower, any subsidiary or
affiliate, (b) do not conflict with or result in any breach of any of the terms,
covenants, conditions or provisions of, or constitute a default under, or result
in the creation or imposition of (or the obligation to create or impose) any
lien (other than as contemplated by the Loan Documents) upon any of the property
or assets of the Borrower, any subsidiary or affiliate pursuant to the terms of
any material indenture, mortgage, deed of trust, credit agreement, loan
agreement or other agreement, contract or instrument to which the Borrower, any
subsidiary or affiliate is a party or by which the Borrower, any subsidiary or
affiliate or any of their respective properties or assets is bound or to which
the Borrower, any subsidiary or affiliate may be subject and (c) do no violate
any provision of the Certificate of Incorporation, Articles of Organization,
operating agreement, bylaws or regulations of the Borrower, any subsidiary and
affiliate. 

3.5  The authorization, issuance, sale and delivery of the shares of Common
Stock issuable upon conversion of the Notes and upon exercise of the Warrants
has been duly authorized by all requisite corporate action on the part of the
Borrower.  The shares of the Common Stock issuable upon conversion of the Notes
and upon exercise of the Warrants upon their issuance in accordance with the
Notes and the Warrants, respectively, will be validly issued, fully paid and
nonassessable.  Any shares of Common Stock issued in accordance with the terms
of the Notes for payment of quarterly installments of acquired interest will be
validly issued, fully paid and nonassessable.

3.6  Except as disclosed in Schedule 3.6, there are no actions, suits or
proceedings pending or, to the  knowledge of the Borrower, threatened against
Borrower, any subsidiary  or affiliate  (a) with respect to the Loan Documents,
any of the Collateral (as defined below) or the transactions contemplated hereby
or (b) that are, either individually or in the aggregate, reasonably likely to
have a material adverse effect on the condition (financial or otherwise),
prospects, assets or properties of Borrower, any subsidiary or affiliate.

3.7  All balance sheets, income statements, financial statements, operating
statements and other financial data pertaining to Borrower or its subsidiaries
or affiliates (the "Financial Information") that have been
delivered (or will be delivered) to Lender by or on behalf of Borrower are or
will be accurate and complete in all material respects, are or will be in
accordance with the books and records of Borrower and its subsidiaries and
affiliates, and accurately present or will present the financial condition,
results of operations and changes in financial position of the person or entity
to which they pertain as of their respective dates and there has been no
material change with respect thereto.  All Financial Information delivered to
Lender is and shall be prepared in accordance with the generally accepted
accounting principles, consistently applied.

3.8  None of the Borrower's reports and documents heretofore filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended, and the Securities Exchange Act of 1934, as amended, contained at the
time they were filed  any untrue statement of a material fact or omitted to
state any material fact required to be stated therein or necessary to make the
statements made therein, in light of the circumstances under which they were
made, not misleading.



3.9  The Borrower and its subsidiaries and affiliates own and
possess adequate and enforceable rights to use all patents, patent applications,
trademarks, trademark applications, trade names, service marks, logos,
copyrights, copyright applications, licenses, inventions, software, programs,
know-how (including trade secrets and other unpatented and/or unpatentable
proprietary or confidential information, systems or procedures) and other
similar rights and proprietary knowledge (collectively,
"Intangibles") necessary for the conduct of their respective
businesses.  Borrower and its subsidiaries and affiliates have the unrestricted
right to use all of the Intangibles.  Borrower and its subsidiaries and
affiliates are not infringing upon or in conflict with any right of any other
person or entity with respect to any Intangibles and the Borrower and its
subsidiaries and affiliates are not subject to any outstanding order, decree,
judgment or stipulation with respect to the Intangibles.  No proceedings have
been instituted or are pending or, to Borrower's knowledge, threatened which
challenge the validity or rights of Borrower or its subsidiaries and affiliates
to any of the Intangibles, and Borrower has no knowledge of any infringement by
others of any of the Intangibles.  All of the Intangibles are valid, enforceable
and free and clear of any attachments or liens and all claims, restrictions and
demands of any other person, firm or corporation, including attorneys' fees for
past services, expenses and government fees.  None of the past or present
employees, officers, directors, or shareholders of Borrower, any subsidiary or
affiliate has any rights in any Intangibles.  Borrower and its subsidiaries and
affiliates have not granted any outstanding license or other rights to any of
the Intangibles, except those licenses granted in the ordinary course of
business, and are not liable, and have not made any contract or arrangement
whereby they may become liable, to any person for any royalty or other
compensation for the use of any Intangibles.  The trade secrets and processes
and procedures of Borrower and its subsidiaries and affiliates which are
necessary to the operation of Borrower and its subsidiaries and affiliates have
been reduced to writing, to the extent practical, and will remain available for
use by Borrower and its subsidiaries and affiliates after the date of the
Initial Closing and any subsequent Closing. 

3.10	All factual information heretofore or
contemporaneously furnished by the Borrower, any subsidiary or affiliate to
Lender (including, without limitation, all information contained in this
Agreement) for purposes of this Agreement or any transaction contemplated hereby
or thereby is, and all other such factual information hereafter furnished by the
Borrower, any subsidiary or affiliate to Lender for purposes of this Agreement
or any transaction contemplated herein will be, true and accurate in all
material respects on the date as of which such information is given and the
Borrower in good faith believes such information is not incomplete by omitting
to state any fact necessary to make such information not misleading at such time
in light of the circumstances under which such information was provided.



	3.11  The Borrower, each subsidiary and affiliate has filed all tax
returns required to be filed by it and has paid all income and franchise taxes
payable by it which have become due pursuant to such tax returns and all other
taxes and assessments payable by it which have become due, other than those not
yet delinquent and except for those contested in good faith and by appropriate
proceedings. The amounts shown on those tax returns fairly present the tax
position of the Borrower and such subsidiaries and the Borrower does not expect
any material adjustments or any amounts shown on such tax returns. Each of the
Borrower and each subsidiary or affiliate has paid, or has provided adequate
reserves (in the good faith judgment of the management of the Borrower) for the
payment of, all foreign, federal and state income and franchise taxes applicable
for all prior fiscal years of the Borrower and for the current fiscal year to
the date hereof. As of the date hereof, no tax lien has been filed, and, to the
knowledge of the Borrower, no claim is being asserted, with respect to any tax,
fee or other charge.

	3.12  All employee benefit plans, as defined in Section 3(3) of ERISA
(defined below) and which are maintained for employees by the Borrower, a
subsidiary or an ERISA Affiliate (defined below) ("Plan"), comply with
all relevant provisions of the Internal Revenue Code of 1986 (the
"Code") and ERISA; no Plan is insolvent or in reorganization; no Plan
has an accumulated or waived funding deficiency or has applied for an extension
of any amortization period within the meaning of Section 412 of the Code;
neither the Borrower nor any subsidiary nor any ERISA Affiliate has incurred any
liability to or on account of a Plan which is a single-employer plan as defined
in Section 4001 (a) (15) of ERISA pursuant to Section 4062, 4063, 4064 or a
multi employer plan pursuant to Sections 515, 4201 or 4204, of ERISA; no
proceedings have been instituted to terminate any plan; and no condition exists
which constitutes a prohibited transaction (as defined in Section 406 of ERISA
or Section 4975 of the Code) or a reportable event (as defined in Section 4043
of ERISA), or which is reasonably expected will result in the Borrower, any
subsidiary or an ERISA Affiliate of incurring a liability to or on account of a
Plan pursuant to any of the foregoing Sections of ERISA or the Code.  As of the
date of this Agreement, the aggregate present value of all accrued benefit
liabilities (as defined in Section 4001(a)(6) of ERISA) of all Plans which were
single-employer plans did not exceed the aggregate current value of all assets
of such Plans based upon estimated actuarial data that has been provided to the
Borrower by the consulting actuaries of the Plans, and as of the date of this
Agreement, there was no withdrawal liability (and would be no withdrawal
liability assuming a complete withdrawal from all such Plans) to any Plan which
is a multi employer plan.



	"ERISA" means the Employee Retirement Income
Security Act of 1974, as amended, and any successor statute of similar import,
together with regulations thereunder, in each case as in effect from time to
time. References to sections of ERISA also refer to any successor sections.

	"ERISA Affiliate" means any person (as defined
in Section 3 (9) of ERISA) (including each trade or business (whether or not
incorporated)) which together with the Company or any Subsidiary would be deemed
to be a "single employer" or a member of the same "controlled
group" of "contributing sponsors" within the meaning of Section
4001 of ERISA

	3.13  The Borrower and its subsidiaries and affiliates
are in compliance with all applicable statutes, regulations and orders of, and
all applicable restrictions imposed by, all governmental bodies, domestic or
foreign, in respect of the conduct of their businesses and the ownership of
their properties, except such noncompliance as would not, in the aggregate,
reasonably be expected to have a material adverse effect on the condition
(financial or otherwise), prospects,  assets or properties of Borrower or any
subsidiary or affiliate.

3.14  The Borrower and its subsidiaries and affiliates have
never conducted business under any names other than those set forth in Item
3.14 of the Disclosure Schedule. The addresses of all offices where any of
the Collateral is located is listed in Item 3.14 of the Disclosure
Schedule.  The chief executive office and the chief place of business for the
Borrower, each of its subsidiaries, and affiliates and the office where each
thereof keeps its books and records, is located at the address specified in
Item 3.14 of the Disclosure Schedule.

	3.15    As of the date the last Financial Information was
received by Lender from Borrower, except to the extent disclosed, reflected or
reserved against therein or in Item 3.15 of the Disclosure Schedule,
Borrower did not have any material liabilities or obligations, known or unknown,
secured or unsecured, whether accrued, absolute, contingent or otherwise. 

	3.16  Since the date the last Financial Information was
received by Lender from Borrower, there has been no material adverse change in
or to the business of Borrower or its subsidiaries or affiliates, or to the
operations, earnings, prospects, liabilities or relationships with suppliers,
distributors or customers of Borrower or its subsidiaries or affiliates.  There
is no presently existing condition with respect to Borrower or its subsidiaries
or affiliates which might be expected to have a material adverse effect on the
business or prospects of Borrower or its subsidiaries or affiliates or the
continued conduct of the business of Borrower or its subsidiaries or Affiliates
after the date of the Initial Closing or any subsequent Closing. 

	3.17  No order, consent, approval, license, authorization
or validation of, or filing, recording or registration with, or exemption by, or
other act by (except as have been obtained or made), any governmental or public
body or authority, or any subdivision thereof, is required to authorize, or is
required in connection with, (a) the execution, delivery and performance by the
Borrower or its subsidiaries or affiliates of any Loan Document or (b) the
legality, validity, binding effect or enforceability against the Borrower or its
subsidiaries or affiliates of any Loan Document.



3.18  Borrower shall use the Loan Proceeds exclusively for commercial reasons
that are expressly approved by Lender in accordance with Section 4.2 below.

3.19    Borrower or its subsidiaries and affiliates (as the case may be) are
the legal and beneficial owner of the Collateral, and the Collateral is free and
clear of all mortgages, security interests, liens, equities, encumbrances and
claims of every kind (collectively, the "Encumbrances") except
for the Encumbrances set forth on Item 4.7 of the Disclosure Schedule and
the liens of the Lender as set forth in this Agreement.  The Collateral is and
will remain free and clear of all Encumbrances of any nature whatsoever, except
for those set forth on Item 4.7 of the Disclosure Schedule and the liens
of the Lender as set forth in this Agreement.






All of the subsidiaries and affiliates of Borrower are wholly owned by
Borrower.





3.21  The security interest and leasehold mortgage in favor of the Borrower
on the real and personal property located at Kenwood Mall, Cincinnati, Ohio, is
a first and best lien on such personal property and leasehold and Borrower has
not and will not allow any Encumbrances on such property to be superior to
Borrower's mortgage and security interest.


ARTICLE IV
ADDITIONAL COVENANTS AND OTHER AGREEMENTS

	4.1.	Finder's Fee. Borrower shall pay to
SDKI a cash fee of ten percent (10%) of all the Loan Proceeds disbursed to
Borrower, which amount shall be paid from the proceeds disbursed to
Borrower.




Disbursement Approval.  All disbursements of Loan
Proceeds shall be approved in writing in advance by Lender, in its sole and
absolute discretion.  Prior to any use by the Borrower of the Loan Proceeds, or
any portion thereof, Borrower shall have received Lender's prior written
approval of such use, with such approval being determined by Lender in its sole
and absolute discretion.  Notwithstanding the foregoing provisions of this
Section 4.2, Borrower shall not need any approval from Lender with respect to
its use of the first $50,000 of Loan Proceeds received by Borrower.

Registration Rights.  Within 60 days of the date
hereof, Borrower shall have used its best efforts to cause a registration
statement covering the resale of the shares of Common Stock issuable upon
conversion of the Notes, exercise of the purchase rights under the Notes, used
for payment of the accrued interest on the Notes and  exercise of the Warrants
to have been declared effective by the Securities and Exchange Commission.  All
expenses of such registration, except fees for underwriting discounts and
selling commissions applicable to the resale of such Common Stock by Lender or
the holder of the Warrants, shall be borne by Borrower.  Lender and SDKI (and
their respective assigns) each agree to cooperate with the Borrower in the
preparation and filing of any such registration statement and in the furnishing
of information for inclusion therein, or in any efforts by the Borrower to
establish that the proposed sale is exempt under the Securities Act of 1933, as
amended, as to any proposed distribution.



4.4	Right of First Refusal.  As long as their
exists any principal or interest outstanding under the Notes, the Borrower
grants to the Lender a right of first refusal to participate as an investor in
any offering of Borrower's Common Stock, securities convertible into Common
Stock or any other equity securities of the Borrower (collectively, the
"Securities"). If the Borrower receives an executed letter of
intent or term sheet from any third party with respect to a sale or transfer of
Securities that the Borrower is willing to accept, the Borrower shall promptly
give written notice thereof to the Lender, including all essential terms and
conditions of such proposed offering.  The Lender shall then have ten (10) days
after receipt of such written notice to elect to enter into an agreement with
the Borrower to participate in the proposed offering on the same terms and
conditions as set forth in the Borrower's written notice.  If the Lender
declines to exercise its right of first refusal upon written notice from the
Borrower or fails to notify the Borrower within a 10-day period of an election
to invoke its right of first refusal, the Borrower shall have a period of 30
days to enter into an agreement with such third party from whom it has received
an executed letter of intent for the sale or transfer of the Securities on the
exact terms and conditions that were provided to Borrower in the notice.  In the
event that Borrower does not effect a transfer or sale of the Securities within
the specified thirty-day period, the Lender's right of first refusal shall
continue to be applicable to any subsequent sale or transfer of the Securities
by the Borrower. 

4.5.	Approval of Equity and Debt Issuances.
Borrower and its subsidiaries and affiliates shall not issue any securities,
including options to purchase  securities, or take on any debt (other than the
debt reflected by the Notes and trade payables incurred in the ordinary course
of business), without Lender's prior written approval, which approval shall be
given in Lender's sole and absolute discretion. 

4.6 	Board Seats.  Upon Lender's request, the Board
of Directors of Borrower (the "Board") shall take all necessary
and appropriate action to create up to two (2) new director seats of the Board
and appoint such persons as designated by Lender.  Additionally, for each
$1,400,000 of principal amount of Notes purchased by Lender in excess of
$1,200,000, Lender may, at its election, designate one (1) additional member of
the Board and the Board shall take all necessary and appropriate action to
create such director seats and appoint such persons designated by Lender;
provided, however, that Lender's election to designate such new members must be
made, if at all, within 30 days of the closing of the purchase of such
additional principal amounts of Notes.

4.7 	Security Agreements.  In connection with the
Loan made pursuant to this Agreement, the Notes shall be secured by a first and
best lien in all of the assets of the Borrower and its subsidiaries and
affiliates, including the shares of capital stock and membership interest in
Popmail Network, Inc., Fan Asylum, Inc. and Café Odyssey, LLC
(collectively, the "Collateral"); except for the Collateral set forth
in Item 4.7 of the Disclosure Schedule, which Lender shall have a lien
and security interest in, which shall be subordinated only to those persons or
entities identified in Item 4.7 of the Disclosure Schedule.  Borrower and
its subsidiaries and affiliates shall execute and deliver security agreements,
financing statements, pledge agreements and all other instruments and agreements
required by Lender that provide for a grant by Borrower and its subsidiaries and
affiliates to Lender of a security interest in all of the Collateral.   Borrower
shall take all other steps  necessary to keep such security interest in Lender
perfected and shall take no action to subordinate Lender's security interest to
any other person or entity without Lender's prior written approval.

4.8 	Default Under Loan Document.  In the event
that a default shall exist under any of the Loan Documents, Lender shall be
authorized to proceed with any and all remedies available to Lender thereunder.
A default under any of the Loan Documents shall constitute a default under each
other Loan Document and shall entitle Lender to pursue any and all remedies
under each or any of the Loan Documents.




Reserving Common Stock For Issuance.  The Borrower
shall at all times while the Warrants or the Lender's conversion and purchase
rights as set forth in the Notes are outstanding, reserve and keep available out
of its authorized but unissued stock, such number of duly authorized Common
Stock as shall be sufficient to effect the conversion rights and purchase rights
under the Notes and Warrants in accordance with their respective
terms.	

Reclassification of Common Stock.  The Borrower
covenants and agrees that in the event its present Common Stock shall be
reclassified, split, combined or otherwise changed, or in case of any
consolidation or merger of the Borrower with or into another corporation as a
result of which holders of Common Stock become entitled to receive securities or
other assets (including cash) with respect to or in exchange for their Common
Stock (other than a merger with a subsidiary in which merger the Borrower is the
continuing corporation and which does not result in any reclassification,
capital reorganization or other change of outstanding shares of Common Stock) or
in case of any sale, lease or conveyance to another corporation of the property
of the Borrower as an entirety or substantially as an entirety, the Borrower
shall make proper provision as a part of the terms of such reclassification,
split, combination, change, consolidation, merger or sale, that the holder of
the Warrants and the Notes will thereafter be entitled to convert it into the
same kind and amount of securities (including in that term, stock of any class
or classes) and other assets as may be issuable or distributable by the terms of
such reclassification, split, combination, change, consolidation, merger or
sale.



	4.11  	Financial Statements. The Borrower
shall: (i) Within 45 days of the end of each quarter, furnish Lender with any
and all filings with the Securities and Exchange Commission including but not
limited to Form 10Q, and  a No Default Certificate in the form which in a form
acceptable to Lender; (ii) within 90 days of its fiscal year end, furnish
audited copies of the Borrower's balance sheet, income statement, and statement
of cash flows as well as a copy of Borrower's Form 10K; and (iii) within 30 days
of filing, the Borrower's consolidated federal income tax return.

	4.12	Taxes, Assessments and Liabilities. The
Borrower shall pay all taxes, assessments, and other liabilities when due,
except for those which are contested in good faith. File all required federal,
state and local tax returns on a timely basis.

	4.13	Notice.  The Borrower shall give the
Lender prompt notice of any: (i) default of this or any other agreement or
contract under which the Borrower or any of its subsidiaries or affiliates are
liable; (ii) environmental penalty, claim or dispute involving more than
$25,000.00; (iii) litigation, government proceeding or investigation filed or
threatened against Borrower or any of its subsidiaries or affiliates, Lender its
directors and officers involving more than $25,000.00; (iv) reportable event
under ERISA; or (v) material change in the business prospects or financial
condition of the Borrower or any of its subsidiaries or affiliates.

	4.14	Corporate Existence and Status.  Borrower
shall maintain its and its subsidiaries' and affiliates' corporate existence and
remain in good standing under the laws of each jurisdiction where the Borrower
and its subsidiaries or affiliates are duly qualified to conduct its
business.

	4.15	Protection of Intellectual Property.
Borrower and its subsidiaries and affiliates shall take all measures necessary
to defend and protect the Intangibles, and not commit or permit any action that
may impair the value of the Intangibles.

	4.16	Liens.   Borrower and its subsidiaries and
affiliates shall not create or permit to exist any Encumbrance with respect to
the Collateral, except for liens created in favor of the Lender hereunder.

	4.17	Compliance with Laws.  Borrower and its
subsidiaries and affiliates shall keep, observe, satisfy and not suffer
violations of any and all  laws, statutes, ordinances and/or regulations.
	

	4.18	Operate in the Ordinary Course.  Borrower
and its subsidiaries and affiliates shall continue to operate their respective
businesses in the ordinary and customary course, and not take any actions which
materially alter the nature or scope of their respective businesses as conducted
on the date of the Initial Closing.

	4.19	Further Assurances.  Borrower and its
subsidiaries and affiliates shall provide Lender with such additional
information or documentation as Lender may request from time to time.
	4.20	Lender's Attorney's Fees.  At each
closing, Borrower shall pay Lender's attorney's fees it has incurred related to
the Loan up to a maximum of $10,000.
ARTICLE V
DEFAULT AND REMEDIES

	5.1.	Events of Default.  The occurrence
of any one or more of the following events or the existence of one or more of
the following conditions shall, upon 30 days written notice to Borrower,
constitute an "Event of Default" under this Agreement provided
that the events set forth in Sections 5.1(a), 5.1(c), 5.1(f), 5.1(e), 5.1(g),
5.1(h), 5.1(k), 5.1(l) and 5.1(n) shall constitute an Event of Default
immediately upon their occurrence and Lender shall not be required to provide
the 30 days' written notice for any such events:  



		(a)	Borrower shall fail to pay when due any
installment of principal or interest due under the Notes, whether due on the
date provided for therein or by acceleration or otherwise, or Borrower shall
fail to pay when due any other amounts due under any of the Loan Documents;









Any material breach of a representation or warranty made
in writing to Lender by Borrower or its subsidiaries or affiliates made herein,
in any Loan Documents or in connection with the making of the Loan; 
The breach, default or violation by Borrower or its
subsidiaries or affiliates of any obligation, agreement or covenant contained in
Loan Documents or any other agreements, certificates or writings executed in
connection herewith by Borrower or its subsidiaries or affiliates; unless the
same is cued within any applicable grace period; 

any material provision of any of the Loan Documents shall
at any time for any reason cease to be in full force and effect or shall be
declared to be null and void; 

any litigation or proceeding is pending which may
materially adversely affect the ability of Borrower, its subsidiaries or
affiliates to perform its obligations under the Loan Documents; 

 the failure of the Borrower or its subsidiaries or
affiliates to comply with any other covenants or agreements contained in any of
the Loan Documents and not herein specifically referenced, unless the same is
cured within any applicable grace period; 

a material part of the operations of the Borrower or any
of its subsidiaries or affiliates shall cease for a period of thirty days;


the liquidation, termination or dissolution of Borrower
or any of its subsidiaries or affiliates;

the occurrence of an event of default (as defined
therein) in any of the Loan Documents other than this Agreement;

the occurrence of any of the following transactions
concerning the Borrower without the prior written consent of the Lender (which
shall be given in its sole and absolute discretion): (i) the acquisition of the
Borrower by another entity by means of any transaction or series of related
transactions (including, without limitation, the transfer of more than 50% of
the voting power of the Borrower, reorganization, merger, consolidation); or
(ii) a sale of all or substantially all of the assets of the Borrower; unless
the Borrower's shareholders of record as constituted immediately prior to such
acquisition or sale will, immediately after such acquisition or sale (by virtue
of securities issued as consideration for the Borrower's acquisition or
otherwise) hold at least 50% of the voting power of the surviving or acquiring
entity;

the issuance of any securities by Borrower's subsidiaries
and affiliates without the prior written consent of the Lender; 

the occurrence of any of the following transactions
concerning the Borrower's subsidiaries or affiliates without the prior written
consent of the Lender: (i) the acquisition (in whole or in part) of any
subsidiary or affiliate of the Borrower by another entity or person by means of
any transaction or series of related transactions (including, without
limitation, the stock purchase, stock issuance, reorganization, merger,
consolidation); or (ii) a sale of all or substantially all of the assets of the
Borrower; 
Borrower's Common Stock is de-listed from the Nasdaq
National or SmallCap Market Systems; or 
if Lender shall reasonably deem itself to be insecure.






	5.2.	Remedies.  Upon the
occurrence of any Event of Default hereunder as above provided, and at any time
thereafter, all principal, interest and other amounts payable under the Notes
shall, at the option of Lender, become immediately due and payable without
presentment, demand, protest or other notice of any kind, all of which are
expressly waived by Borrower.  Lender may proceed with every remedy available at
law or in equity or provided for in the Loan Documents or in any other document
executed in connection with the Loan, in such order or sequence as Lender may
determine in its sole discretion, including concurrently, independently, or
successively, and all expenses incurred by Lender in connection with any remedy
shall be deemed indebtedness of Borrower to Lender including, but not limited
to, reasonable attorneys' fees incurred by Lender.  
ARTICLE VI
GENERAL PROVISIONS

	6.1.	Amendments.  No provision or term
of the Loan Documents may be amended, modified, revoked, supplemented, waived or
otherwise changed except by a written instrument duly executed by the party from
whom enforcement is sought.  

	6.2.	Borrower Not Released.  Without
affecting any obligation of Borrower under this Agreement, Lender without notice
or demand may renew, extend or otherwise change the terms and conditions of the
Loan.  

	6.3.	Severability.  Whenever possible,
each provision of the Loan Documents shall be interpreted so as to be effective
and valid under Ohio law.  Should any provision, covenant or agreement contained
in the Loan Documents be deemed invalid, illegal or unenforceable in any
jurisdiction, the validity, legality and enforceability of the remaining
provisions of the Loan Documents shall not be impaired thereby, nor shall the
validity, legality or enforceability of any such defective provision be in any
way affected or impaired in any other jurisdiction.  

	6.4.	Successors and Assigns Bound;
Assignment.  The covenants and agreements contained herein shall bind the
parties hereto and each of their respective successors and assigns.  Borrower
may not assign this Agreement without the prior written consent of Lender.
Subject to the foregoing restriction, this Agreement shall inure to the benefit
of Lender and SDKI, their successors and assigns.  

	6.5.	No Third Party Benefits.  This
Agreement is made for the sole benefit of Borrower, Lender, PNI, FAO, COL, SDKI
and their respective successors and assigns, and no other person or persons
shall have any rights or remedies under or by reason of this Agreement.  

	6.6.	Headings.  The captions and
headings of the paragraphs in the Agreement are for convenience only and are not
used to interpret or define the provisions of the Agreement.  

	6.7.	Governing Law.  This Agreement and
the Loan Documents or any other documents executed in connection with the loan
shall be governed by and interpreted in accordance with the laws of the State of
Ohio, without regard to Ohio's conflict of laws principles.  

	6.8.	Conflict.  Should any provision of
any other Loan Documents conflict with any provision of this Agreement, the
provision selected by Lender, in its sole discretion, shall govern and shall be
controlling.  

6.9 	Jurisdiction.  Borrower, by its execution
hereof (i) hereby irrevocably submits to the exclusive jurisdiction of the State
of Ohio and to the exclusive jurisdiction of the United States District Court
for the Southern District of Ohio for the purpose of any suit, action or other
proceeding arising out of or based upon this Agreement, the Collateral or the
Loan Documents or the subject matter hereof or thereof brought by Lender, any
holder of the obligations of Borrower under the Loan Documents or their
respective successors or assigns, and (ii) agrees not to assert, by way of
motion, as a defense or otherwise, in any such proceeding, any claim that
Borrower is not subject personally to the jurisdiction of the above-named
courts, that Borrower's property is exempt or immune from attachment or
execution, that any such proceeding brought in one of the above-named courts is
brought in an inconvenient forum, that the venue of any such proceeding brought
in one of the above-named courts in improper, or that this Agreement, the
Collateral or any of the Loan Documents, or the subject matter hereof or
thereof, may not be enforced in or by such court.

6.10	Waiver of Jury.  LENDER AND BORROWER HEREBY
VOLUNTARILY, KNOWINGLY AND INTENTIONALLY WAIVE ANY AND ALL RIGHTS TO TRIAL BY
JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING UNDER THIS AGREEMENT OR
CONCERNING THE LOAN DOCUMENTS AND/OR ANY COLLATERAL CONTEMPLATED THEREBY,
REGARDLESS OF WHETHER SUCH ACTION OR PROCEEDING CONCERNS ANY CONTRACTUAL OR
TORTIOUS OR OTHER CLAIM.  BORROWER ACKNOWLEDGES THAT THIS WAIVER OF JURY TRIAL
IS A MATERIAL INDUCEMENT TO LENDER IN EXTENDING CREDIT, THAT LENDER WOULD NOT
HAVE EXTENDED SUCH CREDIT WITHOUT THIS JURY TRIAL WAIVER, AND THAT BORROWER HAS
BEEN REPRESENTED BY AN ATTORNEY OR HAS HAD AN OPPORTUNITY TO CONSULT WITH AN
ATTORNEY IN CONNECTION WITH THIS JURY TRIAL WAIVER AND UNDERSTANDS THE LEGAL
EFFECT OF THIS WAIVER.

	6.11	Obligations of Subsidiaries of Borrower.
PNI, FAI and COL all acknowledge and agree that each of them shall be bound by
Section 4.8 and all obligations, covenants, representations and warranties that
reference any subsidiary or affiliate of Borrower as if such obligations,
covenants, representations and warranties were fully made by them.  PNI, FAI and
COL further acknowledge and agree that each of them shall receive a material
benefit from the Loan received by Borrower from Lender because without it, PNI,
FAI and COL would no longer be able to continue their business as currently
operated.  The obligations of PNI, FAI and COL hereunder were a material
inducement to Lender to enter into this Agreement.

	6.12	Counterparts.  This Agreement may be
executed in one or more counterparts, each of which shall de deemed to be an
original but all of which together will constitute one and the same instrument.
This Agreement may be executed by facsimile signatures which shall have the same
force and effect as original signatures.

	6.13	Entire Agreement.  This Agreement and all
documents and agreements referred to in this Agreement supersede all prior
understandings, agreements and discussions between the parties concerning this
subject matter, with such prior understandings, agreements and discussions
between the parties being merged into this Agreement, and constitutes the entire
agreement between the parties with regard to this subject matter.

	6.14	Survival.  All of the obligations,
covenants, representations and warranties of Borrower and its subsidiaries and
affiliates shall survive the Initial Closing and any subsequent Closing.

ARTICLE VII

CONDITIONS TO SUBSEQUENT CLOSINGS

7.1	The obligation of Lender to complete any subsequent
Closing after the Initial Closing are subject to the satisfaction of each of the
following conditions:

		(i)	Receipt of certified resolutions of Borrower
and its subsidiaries and affiliates authorizing the Loan and the grant of the
security interest in the Collateral to Lender;

		(ii)	Execution of the Loan Documents by Borrower
and its subsidiaries and affiliates, including any Notes representing the
additional proceeds being disbursed in a subsequent Closing;

		(iii)	No Event of Default exists;

		(iv)	Confirmation from the applicable federal and
state filing offices of Lender's perfected security interest in the
Collateral;

		(v)	Receipt of evidence satisfactory to Lender and
its legal counsel, in their sole discretion, of Lender's first and best lien
position with respect to the Collateral with the exception of the Collateral set
forth in Item 4.7 of the Disclosure Schedule;



		(vi)	Receipt of  Borrower's certified resolutions authorizing the
issuance and reservation of shares of Common Stock upon the exercise of the
Warrants and the conversion rights set forth in the Notes in a form satisfactory
to Lender;

		(vii)	All representations and warranties set forth in the
Agreement or any Loan Document are true and correct as of the date of any
subsequent Closing;



		(viii)	Receipt of a No Default Certificate from
the Borrower and each subsidiary and affiliate of Borrower in a form acceptable
to Lender.

[Signature Page to Follow]


IN WITNESS WHEREOF, the parties hereto executed this Loan
Agreement as of the date first written above.

BORROWER:
POPMAIL.COM, INC., 

By:						

Its:___________________________


PMI:
POPMAIL NETWORK, INC.

By:						

Its:___________________________


LENDER:
GSI VENTURES, LLC,

By: SDK INVESTMENTS, INC., Manager
By:___________________________________
Stephen D. King
President

FAI:
FAN ASYLUM, INC.

By:						

Its:___________________________

SDKI:
SDK INVESTMENTS, INC., 

By:						

Stephen D. King
President

COL:
CAFE ODYSSEY, LLC

By:						

Its:___________________________




DISCLOSURE SCHEDULE

ITEM 3.1	SUBSIDIARIES AND AFFILIATES

ITEM 3.6	LITIGATION





ITEM 3.14 	NAMES OF BUSINESSES; ADDRESSES WHERE COLLATERAL LOCATED;
PRINCIPAL OFFICE ADDRESS OF BORROWER, SUBSIDIARIES AND AFFILIATES

ITEM 3.15	CONTINGENT LIABILITIES





ITEM 4.7	ENCUMBRANCES ON COLLATERAL



113679.5

SCHEDULE 3.1
Subsidiaries and Affiliates




Fan Asylum, Inc.
Popmail Network, Inc.
Café Odyssey, Inc.
Schedule 3.6
Litigation

The Company entered into a bridge loan transaction on or about October 6,
2000, in which it issued a promissory note in favor of Great Western Business
Services in the principal amount of $600,000.  The note was payable in 30 days
and was secured by certain computer equipment owned by the Company.
Additionally, the lender obtained a "contingent" security interest in
the Company's units of Cafe Odyssey, LLC, which vested upon an event of default
thereunder.  The Company has failed to repay the note and the lender has
recently given the Company notice of such default.  Additionally, the lender has
informed the Company that it intends to retrieve the collateral as soon as is
practicable.  The lender has not given any notice or otherwise communicated to
the Company its intentions with respect to its interest in the Cafe Odyssey
units.   Cafe Odyssey, LLC currently has no assets.

Schedule 3.14
Names of Businesses and Addresses





Fan Asylum, Inc.
1250 Folsom Street
San Francisco, CA  94103

Popmail Network, Inc.
1333 Corporate Drive, Suite 350
Irving, TX  75038

Café Odyssey, LLC






500 16th St. Suite 350
Denver, CO  80202



4. 	Cafe Odyssey	
	320 South Avenue
	Mall of America
	Bloomington, MN  55425


Schedule 3.15
Contingent Liabilities

The Kenwood Restaurant opened in December 1996 under the name
Hotel Discovery and was closed by the Company in August 1999. In November 1999,
the Company assigned the related lease (described below) in connection with the
pending sale of restaurant assets to a third party, who subsequently reopened
the restaurant under another name and continues to operate the same. The
property is approximately 17,000 square feet in size on three levels and is
located at the northeast corner of Sycamore Plaza at Kenwood Shopping Center in
Cincinnati, Ohio. Although the third party has paid all payments due under the
lease since November 1999, the Company remains primarily obligated under the
lease. 

The initial term of the lease is 15 years with an option for
two additional five-year periods. The lease provides for the payment of both a
monthly fixed minimum rent and a percentage rent based on gross sales in excess
of an escalating base amount. The monthly fixed minimum rent is $12,833 for the
first five years of the initial lease term, $14,117 for the sixth through tenth
years of the initial lease term, $15,400 for the eleventh through fifteenth
years of the initial lease term.

In addition to the fixed minimum rent, the lease provides for
the payment of a percentage rent equal to 4% of the gross sales from the
restaurant in excess of the following annual gross sales amounts; $3,850,000 for
the first five years of the initial lease term, $4,235,000 for the sixth through
tenth years of the initial lease term, $4,620,000 for the eleventh through
fifteenth years of the initial lease term. No percentage rent was paid in 1998
or 1999. In addition to the fixed minimum rent and percentage rent, the Company
is required to pay its proportionate share of common area maintenance costs;
taxes, insurance, maintenance and operating costs. 

Schedule 4.7
Encumbrances

See Schedule 3.6.



EX-10.57
29
exh1057.htm
EXHIBIT











Exhibit 10.57
AMENDMENT NO. 1 TO THE LOAN
AGREEMENT


	This Amendment No. 1 to that certain Loan Agreement by and among GSI
Ventures, LLC, an Ohio limited liability company ("Lender") PopMail.com,
inc., a Minnesota corporation (the "Borrower"), SDK Investments, Inc., an
Ohio corporation ("SDKI"), PopMail Network, Inc., a Texas corporation
("PNI"), Fan Asylum, Inc., a California corporation ("FAI"),
Café Odyssey, LLC, a Minnesota limited liability company ("COL")
dated December 1, 2000 is made among all parties to that Agreement as of
December 8, 2000.

	In consideration of the mutual covenants and agreements contained herein
and other good and valuable consideration, the receipt, sufficiency and adequacy
of which are hereby acknowledged, the parties hereby covenant and agree as
follows:



The parties do hereby agree to amend the Agreement as follows:



Recitals:  The recitals the Agreement are amended and
superceded in their entirety with the following:

	A.	Lender has agreed to loan Borrower up to the principal amount of
$400,000 and at Lender's option, in its sole and absolute discretion, an
additional principal amount of $3,600,000.

	B.	Borrower has agreed to borrow up to $400,000  from Lender and the
additional $3,600,000 from Lender, to the extent that Lender makes that amount
available to Borrower.  

	C.	SDKI has acted as a finder in connection with the loan to be made
by Lender to Borrower and, as a result, Borrower has agreed to pay SDKI a
finder's fee consisting of cash and warrants to purchase Borrower's common
stock.  

	D.	PNI, FAI and COL are wholly owned subsidiaries of Borrower and will
materially benefit from the loan Borrower will receive from Lender.

	E.	As a condition to Lender making a loan to Borrower, Lender requires
PNI, FAI and COL to execute this Agreement and be bound by certain terms of this
Agreement.

Event of Default:  A new Section 5.1(o) is added to the
Agreement and will read as follows:





the Borrower shall have materially breached its obligations to J.P. Carey
Securities, Inc. set forth in Section 2(a) of that certain Registration Rights
Agreement dated June 12, 2000 among PopMail.com, inc. and the Buyers set forth
in such agreement.




Capitalized Terms.  All capitalized terms not otherwise defined
herein shall have the same meaning as in the Agreement.


In Witness Whereof, the parties hereto have executed this Amendment No 1 to
the Loan Agreement as of the date first written above.
BORROWER:
POPMAIL.COM, INC., 

By:						

Its:___________________________

PMI:
POPMAIL NETWORK, INC.

By:						

Its:___________________________

LENDER:
GSI VENTURES, LLC,

By: SDK INVESTMENTS, INC., Manager
By:___________________________________
Stephen D. King
President

FAI:
FAN ASYLUM, INC.

By:						

Its:___________________________

SDKI:
SDK INVESTMENTS, INC., 

By:						

Stephen D. King
President

COL:
CAFE ODYSSEY, LLC

By:						

Its:___________________________


















EX-10.58
30
exh1058.htm
EXHIBIT













Exhibit 10.58



NEITHER THIS NOTE NOR THE SHARES OF COMMON STOCK ISSUABLE
UPON CONVERSION HEREUNDER HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION (TOGETHER, THE
"SECURITIES LAWS") AND MAY NOT BE OFFERED FOR SALE, SOLD OR
OTHERWISE  TRANSFERRED  OR  ENCUMBERED  IN  THE  ABSENCE  OF COMPLIANCE WITH
SUCH SECURITIES LAWS AND UNTIL THE COMPANY (AS DEFINED HEREIN) THEREOF SHALL
HAVE RECEIVED AN OPINION FROM COUNSEL REASONABLY ACCEPTABLE TO IT THAT THE
PROPOSED DISPOSITION WILL NOT VIOLATE ANY APPLICABLE SECURITIES LAWS.  

POPMAIL.COM, INC.

CONVERTIBLE PROMISSORY NOTE
WITH COGNOVIT PROVISION

	Irving, Texas
$70,000.00	February 8, 2001

	THIS CONVERTIBLE PROMISSORY NOTE (the
"Note") is one of a duly authorized issue of Convertible
Promissory Notes of PopMail.com., inc., a corporation duly organized and
existing under the laws of the State of Minnesota (the
"Company"), designated as its 12% Convertible Promissory Notes
Due January 5, 2002, in an aggregate principal amount not exceeding U.S.
$4,000,000 (the "Notes").

	FOR VALUE RECEIVED, the Company promises to pay to
GSI Ventures, LLC, an Ohio limited liability company
("Holder"), in lawful money of the United States of America,
the principal sum of  Seventy Thousand Dollars ($70,000.00), together with
interest in arrears on the unpaid principal balance at a rate equal to Twelve
Percent (12%) per annum, in the manner provided below.  Interest shall be
calculated on the basis of a 360-day year of twelve 30-day months and accrued on
a daily basis for the actual number of days elapsed from the date hereof on the
principal balance from time to time outstanding as hereinafter provided.

1.	Payments.

 	1.1	Principal and Interest. Accrued interest
under this Note shall be due and payable in quarterly installments on February
1, 2001, May 1, 2001, August 1, 2001 and November 1, 2001 and the entire
outstanding principal balance of the Note, together with all accrued but unpaid
interest thereon, shall be due and payable in full on January 5, 2002 (the
"Maturity Date"). Notwithstanding anything to the contrary
contained herein, upon Holder's consent, which shall be made in its sole and
absolute discretion, Company may pay any portion of the quarterly installments
of accrued interest payable hereunder with shares of Company's common stock, par
value $.01 per share (the "Common Stock").  The value of the
Common Stock used to pay any such quarterly installments of accrued interest
shall be determined by the closing sale price of the Common Stock as reported by
Nasdaq on the preceding trading day before the quarterly installment is
paid.

1.2	Manner of Payment.  Except as otherwise
provided herein, all payments of principal and interest on this Note shall be
made in immediately available funds.  If any payment of principal or interest on
this Note is due on a day which is not a Business Day, such payment shall be due
on the next succeeding Business Day, and such extension of time shall not be
taken into account in calculating the amount of interest payable under this
Note.  "Business Day" means any day other than a Saturday,
Sunday or legal holiday in the State of Ohio.

1.3	Prepayment.  The Company may, without premium
or penalty, at any time and from time to time, prepay all or any portion of the
outstanding principal balance due under this Note, provided that each such
prepayment is accompanied by the accrued interest on the amount of principal
prepaid calculated to the date of such prepayment.  The Company shall provide
Holder with not less than fifteen (15) days written notice prior to such
prepayment.  In the event a transaction described in Section 4.3 hereof is
contemplated prior to or contemporaneous with prepayment, said written notice
shall include the information specified in the notice made pursuant to Section
4.3 hereof.  
1.4	Default Interest.  Upon the occurrence of an
Event of Default (as defined below), this Note shall accrue interest at a
default rate of interest equal to the lesser of 18% per annum or the maximum
rate permitted under Ohio Law.

2.	Default.

	2.1	Event of Default.  The occurrence of any
one or more of the following events with respect to Company shall, upon 30 days'
written notice to the Company, constitute an event of default hereunder
("Event of Default") provided that, the events set forth in
Sections 2.1(a), 2.1(b), 2.1(c) and 2.1(d) shall constitute an Event of Default
immediately upon their occurrence and Lender shall not be required to provide
the 30 days written notice for any such event:

(a)	If Company shall fail to pay when due any payment of
principal or interest or other amount due on this Note.

(b)	If, pursuant to or within the meaning of the United
States Bankruptcy Code or any other federal or state law relating to insolvency
or relief of debtors (a "Bankruptcy Law"), the Company shall
(i) commence a voluntary case or proceeding; (ii) consent to the entry of an
order for relief against it in an involuntary case; (iii) consent to the
appointment of a trustee, receiver, assignee, liquidator or similar official;
(iv) make an assignment for the benefit of its creditors; or (v) admit in
writing its inability to pay its debts as they become due.







If a court of competent jurisdiction enters an order or
decree under any Bankruptcy Law that (i) is for relief against the Company in an
involuntary case, (ii) appoints a trustee, receiver, assignee, liquidator or
similar official for the Company or substantially all of the Company=s
properties, or (iii) orders the liquidation of the Company, and in each case the
order or decree is not dismissed within  30 days.





	(d)  	If an event of default occurs as defined in that
certain Loan Agreement executed on or about December 1, 2000 by and between the
Company, Holder, the Company's subsidiaries and SDK Investments, Inc., and as
amended on December 8, 2000 (the "Loan Agreement") or an event
of default occurs as defined in any of the Loan Documents, regardless of whether
or not such event of default is caused by Company or any of its subsidiaries or
affiliates who are a party to the Loan Agreement or the Loan Documents.

	(e) 	A breach of any obligation or covenant of Company
set forth in this Note.







Any representation or warranty made in writing to
Holder by Company made in this Note or in connection with the making of the Loan
shall prove at any time to have been incorrect or materially misleading when
made.








Notice by the Company. The Company shall notify
Holder in writing within five days after the occurrence of any Event of Default
of which the Company acquires knowledge.

Remedies.  Upon the occurrence of any Event
of Default hereunder as above provided, and at any time thereafter, all
principal, interest and other amounts payable under this Note shall, at the
option of Holder, become immediately due and payable without presentment,
demand, protest or other notice of any kind, all of which are expressly waived
by Company.  Holder may proceed with every remedy available at law or in equity
or provided for in the Loan Documents or in any other document executed in
connection with the Loan, in such order or sequence as Holder may determine in
its sole discretion, including concurrently, independently, or successively, and
all expenses incurred by Holder in connection with any remedy shall be deemed
indebtedness of Company to Holder including, but not limited to, reasonable
attorneys' fees incurred by Holder.



3.	Conversion.




Holder Conversion.  









The Holder shall have the right, at the Holder's option,
at any time prior to payment in full of the principal balance of this Note, to
convert this Note, in accordance with the provisions of Section 3.2 hereof, in
whole or in part, into fully paid and nonassessable shares of Common Stock (the
"Common Stock") of the Company.  The number of shares of Common
Stock into which this Note may be converted ("Conversion
Shares") shall be determined by dividing: [A] the sum of (i) the
outstanding principal amount of the Note to be converted, (ii) all accrued
interest thereon to the date of conversion, and (iii) all other indebtedness
Company owes Holder under this Note, by [B] the amount equal to 140% of the
"Market Price" of the Common Stock (the "Conversion
Price"). 





 		(b) 	Notwithstanding Section 3.1(a), in the event
that Company has paid any amount it owes to Holder pursuant to this Note
("Partial Payment"), then from the date of the Partial Payment
for a period of 90 days, Holder shall have the right to purchase at a strike
price equal to the Conversion Price (the "Purchase Price") a
certain number of shares of the Common Stock (the "Purchase
Right").  The number of shares of Common Stock that Holder may purchase
shall be determined by dividing the Partial Payment by the Conversion Price.
For purposes of this Note, any shares of Common Stock that Holder purchases
pursuant to its Purchase Right shall be considered Conversion Shares.  The
Purchase Right may be exercised by Holder, in whole or in part, by written
notice to the Company, together with payment by Holder to the Company of the
Purchase Price in immediately available funds.

3.2	Conversion Procedure.

(a)	Notice of Conversion and Purchase Right
Pursuant to Section 3.1.  Before the Holder shall be entitled to convert
this Note into shares of Common Stock, it shall surrender this Note at the
office of the Company and shall give written notice  in the form attached hereto
as Exhibit A (the "Holder Conversion Notice") to the
Company at its principal corporate office, of the election to convert all or a
portion of this Note pursuant to Section 3.1(a).  If this Note is converted in
part only, the Company shall execute and deliver a new note to the Holder
thereof in the principal amount equal to the portion of this Note not so
converted.  Before the Holder may exercise its Purchase Right, it shall give
written notice to the Company at its principal corporate office, of its exercise
of its Purchase Right pursuant to Section 3.1(b) prior to the expiration of the
90-day period the Purchase Right is available.







Mechanics and Effect of Conversion.  No
fractional shares of Common Stock shall be issued upon conversion of this Note
or exercise of the Purchase Right.  Upon the conversion of this Note pursuant to
Section 3.1(a) above, the Holder shall surrender this Note, duly endorsed, at
the principal office of the Company.  At its expense, the Company shall, as soon
as practicable after receiving the Holder Conversion Notice or notice of
Holder's exercise of its Purchase Right, issue and deliver to such Holder at
such principal office a certificate or certificates for the number of shares of
Common Stock to which the Holder shall be entitled upon such conversion or
purchase (bearing such legends as are required by the Loan Agreement or
applicable state and federal securities laws in the opinion of counsel to the
Company), together with a new note for the principal amount of the Note that was
not converted, if any.  Upon conversion of all or a portion of this Note, the
Company shall be forever released from all its obligations and liabilities under
this Note, to the extent of the principal amount so converted.





3.3	Limitations on Conversion.  Unless the Company
shall have obtained the approval of its voting shareholders to such issuance in
accordance with the rules of Nasdaq or any other stock market rules with which
the Company shall be required to comply, but only to the extent required
thereby, the Company shall not issue shares of its Common Stock (i) upon
conversion of any of the principal sum outstanding hereunder, or (ii) as
interest on the principal sum due hereunder, if such issuance of Common Stock,
when added to the number of shares of Common Stock previously issued by the
Company (x) upon conversion of the principal sum due under the Notes and (y) in
payment of interest due under the Notes, would equal or exceed 20 percent of the
number of shares of the Company's Common Stock that were issued and outstanding
on the date hereof (the "Maximum Issuance Amount").  In the
event that a properly executed Holder Conversion Notice is received by the
Company which would require the Company to issue shares of Common Stock equal to
or in excess of the Maximum Issuance Amount, the Company shall honor such
conversion request by (a) converting the amount of the principal and interest
stated in such conversion notice that is not in excess of the Maximum Issuance
Amount and (b) paying the remaining principal and interest due requested by
Holder to be converted; provided that, Company shall first use its best efforts
to obtain as soon as practicable after obtaining a Holder Conversion Notice the
approval of its voting shareholders to issue Conversion Shares in excess of the
Maximum Issuance Amount.




Limitations on Issuance of Common Stock.
Notwithstanding anything herein to the contrary, in no event shall the Holder be
permitted to receive Conversion Shares upon exercising its conversion rights or
Common Stock as payment for accrued interest on this Note (collectively referred
to as "Conversion Rights") to the extent that (x) the number of shares
of Common Stock beneficially owned by the Holder (other than shares of Common
Stock issuable upon exercise of Holder's Conversion Rights) plus (y) the number
of shares of Common Stock issuable upon exercise of the Holder's Conversion
Rights, would be equal to or exceed 4.9% of the number of shares of Common Stock
then issued and outstanding, including shares issuable upon exercise of the
Holder's Conversion Rights after application of this Section 3.4.  As used
herein, beneficial ownership shall be determined in accordance with Section
13(d) of the Securities Exchange Act of 1934 (the "Exchange Act").  To
the extent that the limitation contained in this Section 3.4 applies, the
determination of whether Holder may exercise its Conversion Rights (in relation
to other securities owned by the Holder) and of which a portion of the
Conversion Rights are exercisable shall be in the sole discretion of the Holder,
and the submission of a Holder Conversion Notice (or written notice in the case
of payment of accrued interest in shares of Common Stock) shall be deemed to be
the Holder's determination of whether the Conversion Rights are exercisable (in
relation to other securities owned by the Holder) and of which portion of the
Conversion Rights are exercisable, in each case subject to such aggregate
percentage limitation, and the Company shall have no obligation to verify or
confirm the accuracy of such determination.  Nothing contained herein shall be
deemed to restrict the right of the Holder to exercise its Conversion Rights at
such time as such exercise will not violate the provisions of this Section 3.4.
The provisions of this Section 3.4 may be waived by the Holder upon, at the
election of the Holder, 61 days' prior notice to the Company, and the provisions
of this Section 3.4 shall continue to apply until such 61st day (or
such later date as may be specified in such notice of waiver).  No exercise of
the Conversion Rights in violation of this Section 3.4 but otherwise in
accordance with this Note shall affect the status of the Common Stock issued
upon such exercise as validly issued, fully-paid and
nonassessable.



4.	Anti-Dilution Adjustments.

4.1	Adjustments for Stock Splits and Subdivisions.
In the event the Company should at any time or from time to time after the date
of issuance hereof fix a record date for the effectuation of a split or
subdivision of the outstanding shares of Common Stock or the determination of
holders of Common Stock entitled to receive a dividend or other distribution
payable in additional shares of Common Stock or other securities or rights
convertible into, or entitling the holder thereof to receive directly or
indirectly, additional shares of Common Stock (hereinafter referred to as
"Common Stock Equivalents") without payment of any consideration by
such holder for the additional shares of Common Stock or the Common Stock
Equivalents (including the additional shares of Common Stock issuable upon
conversion or exercise thereof), then, as of such record date (or the date of
such dividend distribution, split or subdivision if no record date is fixed),
the Conversion Price of this Note shall be appropriately decreased so that the
number of shares of Common Stock issuable upon conversion of this Note shall be
increased in proportion to such increase of outstanding shares.

4.2	Adjustments for Reverse Stock Splits. 
If the number of shares of Common Stock outstanding at any time after the date
hereof is decreased by a combination of the outstanding shares of Common Stock
through a reverse stock split, then, following the record date of such
combination, the Conversion Price for this Note shall be appropriately increased
so that the number of shares of Common Stock issuable on conversion of this Note
shall be decreased in proportion to such decrease in outstanding shares.

4.3	Adjust for Reorganization, Reclassification, Merger
and Sale.  If any capital reorganization or reclassification of the capital
stock of the Company, or consolidation or merger of the Company with another
corporation, or the sale of all or substantially all of its assets to another
corporation shall be effected in such a way that holders of the Company's Common
Stock shall be entitled to receive stock, securities or assets with respect to
or in exchange for such common shares, then, as a condition of such
reorganization, reclassification, consolidation, merger or sale, the Holder
shall have the right to convert and receive upon the basis and upon the terms
and conditions specified in this Note and in lieu of the shares of the Common
Stock of the Company immediately theretofore convertible and receivable upon the
exercise of the rights represented hereby, such shares of stock, other
securities or assets as would have been issued or delivered to the Holder as if
it had exercised this Note and had received such shares of common stock prior to
such reorganization, reclassification, consolidation, merger or sale.  The
Company shall not effect any such consolidation, merger or sale, unless prior to
the consummation thereof the successor corporation (if other than the Company)
resulting from such consolidation or merger or the corporation purchasing such
assets shall assume by written instrument executed and mailed to the registered
Holder of this Note at the last address of such Holder appearing on the books of
the Company, the obligation to deliver to such Holder such shares of stock,
securities or assets as, in accordance with the foregoing provisions, such
Holder may be entitled to convert.

4.4	Other Adjustment.  If the Company takes
any other action, or if any other event occurs which does not come within the
scope of the provisions of Sections 4.1 through 4.3, but which should result in
an adjustment in the Conversion Price and/or the number of shares subject to
this Note in order to fairly protect the purchase rights of the Holder, an
appropriate adjustment in such purchase rights shall be made by the Company.

4.5	Reservation of Stock Issuable Upon Conversion.
The Company shall at all times reserve and keep available out of its authorized
but unissued shares of Common Stock solely for the purpose of effecting the
issuance of the Conversion Shares such number of its shares of Common Stock as
shall from time to time be sufficient to issue the Conversion Shares; and if at
any time the number of authorized but unissued shares of Common Stock shall not
be sufficient to effect the issuance of the Conversion Shares,  in addition to
such other remedies as shall be available to the holder of this Note, the
Company will use its best efforts to take such corporate action as may, in the
opinion of Holder's counsel, be necessary to increase its authorized but
unissued shares to such number of shares as shall be sufficient for such
purposes.

5.	Miscellaneous.

5.1	Waiver.  The rights and remedies of Holder
under this Note shall be cumulative and not alternative.  No waiver by Holder of
any right or remedy under this Note shall be effective unless in a writing
signed by Holder.  Neither the failure nor any delay in exercising any right,
power or privilege under this Note will operate as a waiver of such right, power
or privilege and no single or partial exercise of any such right, power or
privilege by Holder will preclude any other or further exercise of such right,
power or privilege or the exercise of any other right, power or privilege.  To
the maximum extent permitted by nonwaivable applicable law, (a) no claim or
right of Holder arising out of this Note can be discharged by Holder, in whole
or in part by a waiver or renunciation of the claim or right unless in a
writing, signed by Holder; (b) no waiver that may be given by Holder will be
applicable except in the specific instance for which it is given; and (c) no
notice to or demand on the Company will be deemed to be a waiver of any
obligation of the Company or of the right of Holder to take further action
without notice or demand as provided in this Note.  The Company hereby waives
presentment, demand, protest and notice of dishonor and protest.

5.2	Notices.  The Company shall give any notice
required or permitted to be given hereunder to the Holder or the Holder to the
Company in accordance with the Loan Agreement. 

5.3	Severability.  If any court of competent
jurisdiction holds any provision in this Note invalid or unenforceable, the
other provisions of this Note will remain in full force and effect. Any
provision of this Note held invalid or unenforceable only in part or degree will
remain in full force and effect to the extent not held invalid or
unenforceable.

5.4	Governing Law.  This Note will be governed by
the laws of the State of Ohio without regard to conflicts of laws
principles.

5.5	Parties in Interest; Assignment.  This Note
shall bind the Company and its successors and assigns.  Subject to the
provisions of the legend on this Note, the Holder may assign this Note upon
providing Company notice of such assignment.




Section Headings, Construction.  The headings of
Sections in this Note are provided for convenience only and will not affect its
construction or interpretation.  All references to "Section" or
"Sections" refer to the corresponding Section or Sections of this Note
unless otherwise specified.



5.7  	Capitalized Terms.  All capitalized terms
used in this Note and not defined herein shall have the same meaning as in the
Loan Agreement.  
	5.8	Gender.  All words used in this Note will
be construed to be of such gender or number, as the circumstances require.
Unless otherwise expressly provided, the words "hereof" and
"hereunder" and similar references refer to this Note in its entirety
and not to any specific section or subsection hereof.

	5.9 	 JURY WAIVER.  THE UNDERSIGNED AND HOLDER
(BY ITS ACCEPTANCE HEREOF) HEREBY VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND
UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY
DISPUTE (WHETHER BASED UPON CONTRACT TORT OR OTHERWISE) BETWEEN OR AMONG THE
UNDERSIGNED AND HOLDER ARISING OUT OF OR IN ANY WAY RELATED TO THIS DOCUMENT,
ANY OTHER RELATED DOCUMENT, OR ANY RELATIONSHIP BETWEEN HOLDER AND THE
UNDERSIGNED.  THIS PROVISION IS A MATERIAL INDUCEMENT TO HOLDER TO PROVIDE THE
FINANCING DESCRIBED HEREIN OR IN THE OTHER LOAN DOCUMENTS.

5.10	Jurisdiction.  Company, by its execution
hereof (i) hereby irrevocably submits to the exclusive jurisdiction of the State
of Ohio and to the exclusive jurisdiction of the United States District Court
for the Southern District of Ohio for the purpose of any suit, action or other
proceeding arising out of or based upon this Note, the Loan Agreement or any
Loan Document or the subject matter hereof or thereof brought by Holder or its
successors or assigns, and (ii) agrees not to assert, by way of motion, as a
defense or otherwise, in any such proceeding, any claim that Company is not
subject personally to the jurisdiction of the above-named courts, that Company's
property is exempt or immune from attachment or execution, that any such
proceeding brought in one of the above-named courts is brought in an
inconvenient forum, that the venue of any such proceeding brought in one of the
above-named courts in improper, or that this Note, the Loan Agreement or any
Loan Document, or the subject matter hereof or thereof, may not be enforced in
or by such court.

CONFESSION OF JUDGMENT.  UPON AN EVENT OF DEFAULT,
COMPANY HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY-AT-LAW TO APPEAR
IN ANY COURT OF RECORD AND TO CONFESS JUDGMENT AGAINST COMPANY FOR THE UNPAID
AMOUNT OF THIS NOTE, PLUS ATTORNEYS' FEES AS PROVIDED IN THIS NOTE, PLUS COSTS
OF SUIT, AND TO RELEASE ALL ERRORS, AND WAIVE ALL RIGHTS OF APPEAL.   IF A COPY
OF THE NOTE, VERIFIED BY AN AFFIDAVIT, SHALL HAVE BEEN FILED IN THE PROCEEDING,
IT WILL NOT BE NECESSARY TO FILE THE ORIGINAL AS A WARRANT OF ATTORNEY.  COMPANY
WAIVES THE RIGHT TO ANY STAY OF EXECUTION AND THE BENEFIT OF ALL EXEMPTION LAWS
NOW OR HEREAFTER IN EFFECT. NO SINGLE EXERCISE OF THE FOREGOING WARRANT AND
POWER TO CONFESS JUDGMENT WILL BE DEEMED TO EXHAUST THE POWER, WHETHER OR NOT
ANY SUCH EXERCISE SHALL BE HELD BY ANY COURT TO BE INVALID, VOIDABLE, OR VOID;
BUT THE POWER WILL CONTINUE UNDIMINISHED AND MAY BE EXERCISED FROM TIME TO TIME
AS HOLDER MAY ELECT UNTIL ALL AMOUNTS OWING ON THIS NOTE HAVE BEEN PAID IN
FULL.

WARNING - BY SIGNING THIS PAPER YOU GIVE UP YOUR
RIGHT TO NOTICE AND COURT TRIAL.  IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY
BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN
BE USED TO COLLECT FROM REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE
CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY
WITH THE AGREEMENT, OR ANY OTHER CAUSE.


IN WITNESS WHEREOF, the Company has executed and
delivered this Note as of the date first stated above.

POPMAIL.COM, INC.


By:______________________________
Title:   Chief Executive Officer  


Acknowledged and agreed to this 
____ day of February, 2001.

GSI Ventures, LLC

By:					

     Its:					


Execution Version
	EXHIBIT A



NOTICE OF CONVERSION
AT THE ELECTION OF THE HOLDER

(To Be Signed Only Upon Conversion of Note)


TO POPMAIL.COM, INC.

The undersigned, the holder of the foregoing Note, hereby
surrenders such Note for conversion into shares of Common Stock of POPMAIL.COM,
INC., to the extent of $_____ of the unpaid principal amount of such Note, and
requests that the certificates for such shares be issued  in  the  name  of,
and  delivered  to,  ______________  whose  address  is
________________________________.  


Dated: __________________________________



_________________________________














 (Signature must conform in all respects to 













name of holder as specified on the face of 
the Note)



_________________________________
(Address)



















EX-10.59
31
exh1059.htm
EXHIBIT











Exhibit 10.59


Schedule of Convertible Promissory Notes
Issued in Connection with Convertible Secured Debt
Financing



Date of	Name of				Date of
Note	Holder		Amount		Repayment


12/01/00	GSI Ventures, LLC	400,000		January 5, 2002

12/08/00	GSI Ventures, LLC	100,000		January 5, 2002

12/13/00	GSI Ventures, LLC	100,000		January 5, 2002

12/15/00	GSI Ventures, LLC	100,000		January 5, 2002

02/08/01	GSI Ventures, LLC	  70,000		January 5, 2002




















EX-10.60
32
exh1060.htm
EXHIBIT












Exhibit 10.60

LOAN AGREEMENT

	THIS LOAN AGREEMENT ("Agreement")
is made by and among THE SHAAR FUND LTD. ("Lender"),
POPMAIL.COM, INC., a Minnesota corporation (the
"Borrower"), SDK INVESTMENTS, INC., an Ohio corporation
("SDKI"), POPMAIL NETWORKS, INC., a Texas corporation
("PNI"), FAN ASYLUM, INC., a California corporation ("FAI")
and CAFÉ ODYSSEY, LLC, a Minnesota limited liability company
("COL") this 21st day of December, 2000.
RECITALS

	A.	Lender has agreed to loan Borrower up to the
principal amount of $200,000.

	B.	Borrower has agreed to borrow up to $200,000  from
Lender.  

	C.	SDKI has acted as a finder in connection with the
loan to be made by Lender to Borrower and, as a result, Borrower has agreed to
pay SDKI a finder's fee consisting of cash and a warrant to purchase Borrower's
common stock.  

	D.	PNI, FAI and COL are wholly owned subsidiaries of
Borrower and will materially benefit from the loan Borrower will receive from
Lender.

	E.	As a condition to Lender making a loan to Borrower,
Lender requires PNI, FAI and COL to execute this Agreement and be bound by
certain terms of this Agreement.

	IN CONSIDERATION of the premises, the mutual
covenants and agreements contained herein and other good and valuable
consideration, the receipt, sufficiency and adequacy of which are hereby
acknowledged, Lender, Borrower PNI, FAI, COL, and SDKI hereby covenant and agree
as follows:  
ARTICLE I
THE LOAN




Agreement to Borrow and Lend.  Subject
to all of the terms, provisions, conditions, covenants and agreements contained
in this Agreement, Lender agrees to make a loan to Borrower (the
"Loan") in the principal amount of Two Hundred Thousand Dollars
($200,000) (the "Loan Proceeds"), which shall be used in
accordance with the terms set forth herein.  

Closing.  The Loan Proceeds shall be distributed
at one closing which shall occur on December 21, 2000, or on such other date as
the parties shall agree (the "Closing").   

Convertible Promissory Note.  The Loan will be
evidenced by a convertible promissory note (the "Note") in the
form attached hereto as Exhibit A that will be executed by Borrower and
delivered to Lender.  

Interest.  The outstanding principal balance of
the Note shall bear interest at a rate of Twelve Percent (12%) per annum as set
forth in the Note. 

Payment Terms.  Accrued interest under the
Note shall be due and payable in quarterly installments on February 1, 2001, May
1, 2001, August 1, 2001 and November 1, 2001 and the entire outstanding
principal balance of the Loan, together with all accrued but unpaid interest
thereon, shall be due and payable in full on January 5, 2002 (the
"Maturity Date"). Notwithstanding anything to the contrary
contained herein, upon Lender's consent, which shall be made in its sole and
absolute discretion, Borrower may pay any portion of the quarterly installments
of accrued interest of the Loan with shares of Borrower's common stock, par
value $.01 per share (the "Common Stock").  The value of the
Common Stock used to pay any quarterly installments of accrued interest shall be
determined by the closing sale price of the Common Stock as reported by Nasdaq
on the preceding trading day before the quarterly installment is paid.

Conversion Right.  The Lender shall have the right
to convert all or any portion of the debt evidenced by the Note into Borrower's
Common Stock in accordance with the terms of the Note.


ARTICLE II

WARRANTS TO PURCHASE COMMON STOCK

	2.1.	Warrant to Purchase Common Stock to
Lender.  The Borrower hereby agrees to issue to Lender as a part of
the consideration for Lender making the Loan to Borrower, a warrant to purchase
the number of shares of Common Stock equal to fifty percent (50%) of the
aggregate face value of the Note and in the form attached hereto as Exhibit
B (the "Lender Warrant"). 




Warrant to Purchase Common Stock to SDKI.
As partial consideration for introducing the Borrower to the Lender, the
Borrower hereby agrees to issue to SDKI a warrant to purchase the number of
shares of Common Stock equal to ten percent (10%) of the aggregate face value of
each Note and in the form attached hereto as Exhibit C ("SDKI
Warrant" and together with the Lender Warrant, the
"Warrants").  

Share Calculation For Warrants; Strike Price;
Issuance.  For purposes only of determining the number of shares which shall
be granted upon exercise of the Warrants, the Common Stock shall be deemed to
have a value of $1.00 per share.  The strike price for each Lender Warrant shall
be 120% of the Market Price (as that term is defined in the Note), and the
strike price for each SDKI Warrant shall be the Market Price.  The Borrower
shall issue the Warrant at the Closing.  The Warrants shall be exercisable for a
period of at least five years.


ARTICLE III
BORROWER'S REPRESENTATIONS AND WARRANTIES

	The Borrower hereby represents and warrants to
Lender that the following are true and correct as of the date hereof and shall
be true and correct as of the date of the Closing and shall remain true and
correct during the term of all of the Loan Documents (as defined below):  

3.1	Borrower and each of its subsidiaries and affiliates
(a) is a duly organized and validly existing corporation in good standing under
the laws of the jurisdiction of its formation, (b) has the power and authority
and the legal right to own its property and assets and to transact the business
in which it is engaged and (c) is duly qualified as a foreign corporation  or
otherwise licensed and authorized to transact business and in good standing in
each jurisdiction where the ownership, leasing or operation of property or the
conduct of its business requires such qualification and where the failure to be
so qualified, licensed or authorized would have a material adverse effect on the
condition (financial or otherwise), prospects, assets or properties of Borrower,
any subsidiary or affiliate. All subsidiaries and affiliates of the Borrower are
listed on Item 3.1 of the Disclosure Schedule.  The term
"affiliate" shall have the meaning ascribed thereto under Rule 12b-2
promulgated under the Exchange Act of 1934, as amended.




3.2  The execution, delivery and performance of this Agreement, the Note and
the Warrants and any and all other security agreements, pledge agreements,
financing statements, certificates or instruments contemplated herein
(collectively "Loan Documents") executed and delivered by the
Borrower or its affiliates have been authorized by all necessary corporate
actions and do not and will not contravene any legal or contractual restriction
binding on the Borrower or any of its property or its assets.

3.3  The Borrower and each of its subsidiaries and affiliates has the power
to take all actions contemplated hereby (including but not limited to the
issuance of the Warrants and Note, the right of first refusal granted to Lender
to participate in any security issuances and the granting of the security
interests in the Collateral (as defined below)) to execute, deliver and carry
out the terms and provisions of each Loan Document to which it is a party and
has taken all necessary actions to authorize the execution, delivery and
performance by it of each Loan Document to which it is a party and all acts
contemplated hereby. The Loan Documents when executed and delivered by the
Borrower and its subsidiaries and affiliates will constitute the legal, valid
and binding obligation of the Borrower and its subsidiaries and affiliates (as
the case may be) and is, or will be upon execution, enforceable against the
Borrower and its subsidiaries and affiliates (as the case may be) in accordance
with their respective terms, except to the extent that enforcement may be
limited by applicable bankruptcy, insolvency, reorganization or other similar
laws affecting creditors' rights generally.  

3.4  The execution, delivery or performance by the Borrower and its
subsidiaries and affiliates of each Loan Document, and compliance by the
Borrower and its subsidiaries and affiliates with the terms and provisions
hereof and thereof, (a) do not contravene any provision of any law, statute,
rule or regulation or any order, writ, injunction or decree of any court or
governmental instrumentality applicable to the Borrower, any subsidiary or
affiliate, (b) do not conflict with or result in any breach of any of the terms,
covenants, conditions or provisions of, or constitute a default under, or result
in the creation or imposition of (or the obligation to create or impose) any
lien (other than as contemplated by the Loan Documents) upon any of the property
or assets of the Borrower, any subsidiary or affiliate pursuant to the terms of
any material indenture, mortgage, deed of trust, credit agreement, loan
agreement or other agreement, contract or instrument to which the Borrower, any
subsidiary or affiliate is a party or by which the Borrower, any subsidiary or
affiliate or any of their respective properties or assets is bound or to which
the Borrower, any subsidiary or affiliate may be subject and (c) do no violate
any provision of the Certificate of Incorporation, Articles of Organization,
operating agreement, bylaws or regulations of the Borrower, any subsidiary and
affiliate. 

3.5  The authorization, issuance, sale and delivery of the shares of Common
Stock issuable upon conversion of the Note and upon exercise of the Warrants has
been duly authorized by all requisite corporate action on the part of the
Borrower.  The shares of the Common Stock issuable upon conversion of the Note
and upon exercise of the Warrants upon their issuance in accordance with the
Note and the Warrants, respectively, will be validly issued, fully paid and
nonassessable.  Any shares of Common Stock issued in accordance with the terms
of the Note for payment of quarterly installments of acquired interest will be
validly issued, fully paid and nonassessable.

3.6  Except as disclosed in Schedule 3.6, there are no actions, suits or
proceedings pending or, to the  knowledge of the Borrower, threatened against
Borrower, any subsidiary  or affiliate  (a) with respect to the Loan Documents,
any of the Collateral (as defined below) or the transactions contemplated hereby
or (b) that are, either individually or in the aggregate, reasonably likely to
have a material adverse effect on the condition (financial or otherwise),
prospects, assets or properties of Borrower, any subsidiary or affiliate.

3.7  All balance sheets, income statements, financial statements, operating
statements and other financial data pertaining to Borrower or its subsidiaries
or affiliates (the "Financial Information") that have been
delivered (or will be delivered) to Lender by or on behalf of Borrower are or
will be accurate and complete in all material respects, are or will be in
accordance with the books and records of Borrower and its subsidiaries and
affiliates, and accurately present or will present the financial condition,
results of operations and changes in financial position of the person or entity
to which they pertain as of their respective dates and there has been no
material change with respect thereto.  All Financial Information delivered to
Lender is and shall be prepared in accordance with the generally accepted
accounting principles, consistently applied.

3.8  None of the Borrower's reports and documents heretofore filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended, and the Securities Exchange Act of 1934, as amended, contained at the
time they were filed  any untrue statement of a material fact or omitted to
state any material fact required to be stated therein or necessary to make the
statements made therein, in light of the circumstances under which they were
made, not misleading.



3.9  The Borrower and its subsidiaries and affiliates own and
possess adequate and enforceable rights to use all patents, patent applications,
trademarks, trademark applications, trade names, service marks, logos,
copyrights, copyright applications, licenses, inventions, software, programs,
know-how (including trade secrets and other unpatented and/or unpatentable
proprietary or confidential information, systems or procedures) and other
similar rights and proprietary knowledge (collectively,
"Intangibles") necessary for the conduct of their respective
businesses.  Borrower and its subsidiaries and affiliates have the unrestricted
right to use all of the Intangibles.  Borrower and its subsidiaries and
affiliates are not infringing upon or in conflict with any right of any other
person or entity with respect to any Intangibles and the Borrower and its
subsidiaries and affiliates are not subject to any outstanding order, decree,
judgment or stipulation with respect to the Intangibles.  No proceedings have
been instituted or are pending or, to Borrower's knowledge, threatened which
challenge the validity or rights of Borrower or its subsidiaries and affiliates
to any of the Intangibles, and Borrower has no knowledge of any infringement by
others of any of the Intangibles.  All of the Intangibles are valid, enforceable
and free and clear of any attachments or liens and all claims, restrictions and
demands of any other person, firm or corporation, including attorneys' fees for
past services, expenses and government fees.  None of the past or present
employees, officers, directors, or shareholders of Borrower, any subsidiary or
affiliate has any rights in any Intangibles.  Borrower and its subsidiaries and
affiliates have not granted any outstanding license or other rights to any of
the Intangibles, except those licenses granted in the ordinary course of
business, and are not liable, and have not made any contract or arrangement
whereby they may become liable, to any person for any royalty or other
compensation for the use of any Intangibles.  The trade secrets and processes
and procedures of Borrower and its subsidiaries and affiliates which are
necessary to the operation of Borrower and its subsidiaries and affiliates have
been reduced to writing, to the extent practical, and will remain available for
use by Borrower and its subsidiaries and affiliates after the date of the
Closing. 

3.10	All factual information heretofore or
contemporaneously furnished by the Borrower, any subsidiary or affiliate to
Lender (including, without limitation, all information contained in this
Agreement) for purposes of this Agreement or any transaction contemplated hereby
or thereby is, and all other such factual information hereafter furnished by the
Borrower, any subsidiary or affiliate to Lender for purposes of this Agreement
or any transaction contemplated herein will be, true and accurate in all
material respects on the date as of which such information is given and the
Borrower in good faith believes such information is not incomplete by omitting
to state any fact necessary to make such information not misleading at such time
in light of the circumstances under which such information was provided.



	3.11  The Borrower, each subsidiary and affiliate has filed all tax
returns required to be filed by it and has paid all income and franchise taxes
payable by it which have become due pursuant to such tax returns and all other
taxes and assessments payable by it which have become due, other than those not
yet delinquent and except for those contested in good faith and by appropriate
proceedings. The amounts shown on those tax returns fairly present the tax
position of the Borrower and such subsidiaries and the Borrower does not expect
any material adjustments or any amounts shown on such tax returns. Each of the
Borrower and each subsidiary or affiliate has paid, or has provided adequate
reserves (in the good faith judgment of the management of the Borrower) for the
payment of, all foreign, federal and state income and franchise taxes applicable
for all prior fiscal years of the Borrower and for the current fiscal year to
the date hereof. As of the date hereof, no tax lien has been filed, and, to the
knowledge of the Borrower, no claim is being asserted, with respect to any tax,
fee or other charge.

	3.12  All employee benefit plans, as defined in Section 3(3) of ERISA
(defined below) and which are maintained for employees by the Borrower, a
subsidiary or an ERISA Affiliate (defined below) ("Plan"), comply with
all relevant provisions of the Internal Revenue Code of 1986 (the
"Code") and ERISA; no Plan is insolvent or in reorganization; no Plan
has an accumulated or waived funding deficiency or has applied for an extension
of any amortization period within the meaning of Section 412 of the Code;
neither the Borrower nor any subsidiary nor any ERISA Affiliate has incurred any
liability to or on account of a Plan which is a single-employer plan as defined
in Section 4001 (a) (15) of ERISA pursuant to Section 4062, 4063, 4064 or a
multi employer plan pursuant to Sections 515, 4201 or 4204, of ERISA; no
proceedings have been instituted to terminate any plan; and no condition exists
which constitutes a prohibited transaction (as defined in Section 406 of ERISA
or Section 4975 of the Code) or a reportable event (as defined in Section 4043
of ERISA), or which is reasonably expected will result in the Borrower, any
subsidiary or an ERISA Affiliate of incurring a liability to or on account of a
Plan pursuant to any of the foregoing Sections of ERISA or the Code.  As of the
date of this Agreement, the aggregate present value of all accrued benefit
liabilities (as defined in Section 4001(a)(6) of ERISA) of all Plans which were
single-employer plans did not exceed the aggregate current value of all assets
of such Plans based upon estimated actuarial data that has been provided to the
Borrower by the consulting actuaries of the Plans, and as of the date of this
Agreement, there was no withdrawal liability (and would be no withdrawal
liability assuming a complete withdrawal from all such Plans) to any Plan which
is a multi employer plan.



	"ERISA" means the Employee Retirement Income
Security Act of 1974, as amended, and any successor statute of similar import,
together with regulations thereunder, in each case as in effect from time to
time. References to sections of ERISA also refer to any successor sections.

	"ERISA Affiliate" means any person (as defined
in Section 3 (9) of ERISA) (including each trade or business (whether or not
incorporated)) which together with the Company or any Subsidiary would be deemed
to be a "single employer" or a member of the same "controlled
group" of "contributing sponsors" within the meaning of Section
4001 of ERISA

	3.13  The Borrower and its subsidiaries and affiliates
are in compliance with all applicable statutes, regulations and orders of, and
all applicable restrictions imposed by, all governmental bodies, domestic or
foreign, in respect of the conduct of their businesses and the ownership of
their properties, except such noncompliance as would not, in the aggregate,
reasonably be expected to have a material adverse effect on the condition
(financial or otherwise), prospects,  assets or properties of Borrower or any
subsidiary or affiliate.

3.14  The Borrower and its subsidiaries and affiliates have
never conducted business under any names other than those set forth in Item
3.14 of the Disclosure Schedule. The addresses of all offices where any of
the Collateral is located is listed in Item 3.14 of the Disclosure
Schedule.  The chief executive office and the chief place of business for the
Borrower, each of its subsidiaries, and affiliates and the office where each
thereof keeps its books and records, is located at the address specified in
Item 3.14 of the Disclosure Schedule.

	3.15    As of the date the last Financial Information was
received by Lender from Borrower, except to the extent disclosed, reflected or
reserved against therein or in Item 3.15 of the Disclosure Schedule,
Borrower did not have any material liabilities or obligations, known or unknown,
secured or unsecured, whether accrued, absolute, contingent or otherwise. 

	3.16  Since the date the last Financial Information was
received by Lender from Borrower, there has been no material adverse change in
or to the business of Borrower or its subsidiaries or affiliates, or to the
operations, earnings, prospects, liabilities or relationships with suppliers,
distributors or customers of Borrower or its subsidiaries or affiliates.  There
is no presently existing condition with respect to Borrower or its subsidiaries
or affiliates which might be expected to have a material adverse effect on the
business or prospects of Borrower or its subsidiaries or affiliates or the
continued conduct of the business of Borrower or its subsidiaries or Affiliates
after the date of the Closing. 

	3.17  No order, consent, approval, license, authorization
or validation of, or filing, recording or registration with, or exemption by, or
other act by (except as have been obtained or made), any governmental or public
body or authority, or any subdivision thereof, is required to authorize, or is
required in connection with, (a) the execution, delivery and performance by the
Borrower or its subsidiaries or affiliates of any Loan Document or (b) the
legality, validity, binding effect or enforceability against the Borrower or its
subsidiaries or affiliates of any Loan Document.



3.18  Borrower shall use the Loan Proceeds exclusively for commercial reasons
that are expressly approved by Lender in accordance with Section 4.2 below.

3.19    Borrower or its subsidiaries and affiliates (as the case may be) are
the legal and beneficial owner of the Collateral, and the Collateral is free and
clear of all mortgages, security interests, liens, equities, encumbrances and
claims of every kind (collectively, the "Encumbrances") except
for the Encumbrances set forth on Item 4.7 of the Disclosure Schedule and
the liens of the Lender as set forth in this Agreement.  The Collateral is and
will remain free and clear of all Encumbrances of any nature whatsoever, except
for those set forth on Item 4.7 of the Disclosure Schedule and the liens
of the Lender as set forth in this Agreement.






All of the subsidiaries and affiliates of Borrower are wholly owned by
Borrower.





3.21  The security interest and leasehold mortgage in favor of the Borrower
on the real and personal property located at Kenwood Mall, Cincinnati, Ohio, is
a first and best lien on such personal property and leasehold and Borrower has
not and will not allow any Encumbrances on such property to be superior to
Borrower's mortgage and security interest.


		ARTICLE IV
		ADDITIONAL COVENANTS AND OTHER AGREEMENTS

	4.1.	Finder's Fee. Borrower shall pay to
SDKI a cash fee of ten percent (10%) of all the Loan Proceeds disbursed to
Borrower, which amount shall be paid from the proceeds disbursed to
Borrower.




Disbursement Approval.  All disbursements of Loan
Proceeds shall be approved in writing in advance by Lender, in its sole and
absolute discretion.  Prior to any use by the Borrower of the Loan Proceeds, or
any portion thereof, Borrower shall have received Lender's prior written
approval of such use, with such approval being determined by Lender in its sole
and absolute discretion.  Notwithstanding the foregoing provisions of this
Section 4.2, Borrower shall not need any approval from Lender with respect to
its use of the first $50,000 of Loan Proceeds received by Borrower.

Registration Rights.  Within 60 days of the date
hereof, Borrower shall have used its best efforts to cause a registration
statement covering the resale of the shares of Common Stock issuable upon
conversion of the Note, exercise of the purchase rights under the Note, used for
payment of the accrued interest on the Note and  exercise of the Warrants to
have been declared effective by the Securities and Exchange Commission.  All
expenses of such registration, except fees for underwriting discounts and
selling commissions applicable to the resale of such Common Stock by Lender or
the holder of the Warrants, shall be borne by Borrower.  Lender and SDKI (and
their respective assigns) each agree to cooperate with the Borrower in the
preparation and filing of any such registration statement and in the furnishing
of information for inclusion therein, or in any efforts by the Borrower to
establish that the proposed sale is exempt under the Securities Act of 1933, as
amended, as to any proposed distribution.



4.4	Right of First Refusal.  As long as their
exists any principal or interest outstanding under the Note, the Borrower grants
to the Lender a right of first refusal to participate as an investor in any
offering of Borrower's Common Stock, securities convertible into Common Stock or
any other equity securities of the Borrower (collectively, the
"Securities"). If the Borrower receives an executed letter of
intent or term sheet from any third party with respect to a sale or transfer of
Securities that the Borrower is willing to accept, the Borrower shall promptly
give written notice thereof to the Lender, including all essential terms and
conditions of such proposed offering.  The Lender shall then have ten (10) days
after receipt of such written notice to elect to enter into an agreement with
the Borrower to participate in the proposed offering on the same terms and
conditions as set forth in the Borrower's written notice.  If the Lender
declines to exercise its right of first refusal upon written notice from the
Borrower or fails to notify the Borrower within a 10-day period of an election
to invoke its right of first refusal, the Borrower shall have a period of 30
days to enter into an agreement with such third party from whom it has received
an executed letter of intent for the sale or transfer of the Securities on the
exact terms and conditions that were provided to Borrower in the notice.  In the
event that Borrower does not effect a transfer or sale of the Securities within
the specified thirty-day period, the Lender's right of first refusal shall
continue to be applicable to any subsequent sale or transfer of the Securities
by the Borrower. 

4.5.	Approval of Equity and Debt Issuances.
Borrower and its subsidiaries and affiliates shall not issue any securities,
including options to purchase  securities, or take on any debt (other than the
debt reflected by the Note and trade payables incurred in the ordinary course of
business), without Lender's prior written approval, which approval shall be
given in Lender's sole and absolute discretion. 

4.6 	[Intentionally Deleted]

4.7 	Security Agreements.  In connection with the
Loan made pursuant to this Agreement, the Note shall be secured by a first and
best lien in all of the assets of the Borrower and its subsidiaries and
affiliates, including the shares of capital stock and membership interest in
Popmail Network, Inc., Fan Asylum, Inc. and Café Odyssey, LLC
(collectively, the "Collateral"); except for the Collateral set forth
in Item 4.7 of the Disclosure Schedule, which Lender shall have a lien
and security interest in, which shall be subordinated only to those persons or
entities identified in Item 4.7 of the Disclosure Schedule.  Borrower and
its subsidiaries and affiliates shall execute and deliver security agreements,
financing statements, pledge agreements and all other instruments and agreements
required by Lender that provide for a grant by Borrower and its subsidiaries and
affiliates to Lender of a security interest in all of the Collateral.   Borrower
shall take all other steps  necessary to keep such security interest in Lender
perfected and shall take no action to subordinate Lender's security interest to
any other person or entity without Lender's prior written approval.

4.8 	Default Under Loan Document.  In the event
that a default shall exist under any of the Loan Documents, Lender shall be
authorized to proceed with any and all remedies available to Lender thereunder.
A default under any of the Loan Documents shall constitute a default under each
other Loan Document and shall entitle Lender to pursue any and all remedies
under each or any of the Loan Documents.




Reserving Common Stock For Issuance.  The Borrower
shall at all times while the Warrants or the Lender's conversion and purchase
rights as set forth in the Note are outstanding, reserve and keep available out
of its authorized but unissued stock, such number of duly authorized Common
Stock as shall be sufficient to effect the conversion rights and purchase rights
under the Note and Warrants in accordance with their respective
terms.	

Reclassification of Common Stock.  The Borrower
covenants and agrees that in the event its present Common Stock shall be
reclassified, split, combined or otherwise changed, or in case of any
consolidation or merger of the Borrower with or into another corporation as a
result of which holders of Common Stock become entitled to receive securities or
other assets (including cash) with respect to or in exchange for their Common
Stock (other than a merger with a subsidiary in which merger the Borrower is the
continuing corporation and which does not result in any reclassification,
capital reorganization or other change of outstanding shares of Common Stock) or
in case of any sale, lease or conveyance to another corporation of the property
of the Borrower as an entirety or substantially as an entirety, the Borrower
shall make proper provision as a part of the terms of such reclassification,
split, combination, change, consolidation, merger or sale, that the holder of
the Warrants and the Note will thereafter be entitled to convert it into the
same kind and amount of securities (including in that term, stock of any class
or classes) and other assets as may be issuable or distributable by the terms of
such reclassification, split, combination, change, consolidation, merger or
sale.



	4.11  	Financial Statements. The Borrower
shall: (i) Within 45 days of the end of each quarter, furnish Lender with any
and all filings with the Securities and Exchange Commission including but not
limited to Form 10Q, and  a No Default Certificate in the form which in a form
acceptable to Lender; (ii) within 90 days of its fiscal year end, furnish
audited copies of the Borrower's balance sheet, income statement, and statement
of cash flows as well as a copy of Borrower's Form 10K; and (iii) within 30 days
of filing, the Borrower's consolidated federal income tax return.

	4.12	Taxes, Assessments and Liabilities. The
Borrower shall pay all taxes, assessments, and other liabilities when due,
except for those which are contested in good faith. File all required federal,
state and local tax returns on a timely basis.

	4.13	Notice.  The Borrower shall give the
Lender prompt notice of any: (i) default of this or any other agreement or
contract under which the Borrower or any of its subsidiaries or affiliates are
liable; (ii) environmental penalty, claim or dispute involving more than
$25,000.00; (iii) litigation, government proceeding or investigation filed or
threatened against Borrower or any of its subsidiaries or affiliates, Lender its
directors and officers involving more than $25,000.00; (iv) reportable event
under ERISA; or (v) material change in the business prospects or financial
condition of the Borrower or any of its subsidiaries or affiliates.

	4.14	Corporate Existence and Status.  Borrower
shall maintain its and its subsidiaries' and affiliates' corporate existence and
remain in good standing under the laws of each jurisdiction where the Borrower
and its subsidiaries or affiliates are duly qualified to conduct its
business.

	4.15	Protection of Intellectual Property.
Borrower and its subsidiaries and affiliates shall take all measures necessary
to defend and protect the Intangibles, and not commit or permit any action that
may impair the value of the Intangibles.

	4.16	Liens.   Borrower and its subsidiaries and
affiliates shall not create or permit to exist any Encumbrance with respect to
the Collateral, except for liens created in favor of the Lender hereunder.

	4.17	Compliance with Laws.  Borrower and its
subsidiaries and affiliates shall keep, observe, satisfy and not suffer
violations of any and all  laws, statutes, ordinances and/or regulations.
	

	4.18	Operate in the Ordinary Course.  Borrower
and its subsidiaries and affiliates shall continue to operate their respective
businesses in the ordinary and customary course, and not take any actions which
materially alter the nature or scope of their respective businesses as conducted
on the date of the Closing.

	4.19	Further Assurances.  Borrower and its
subsidiaries and affiliates shall provide Lender with such additional
information or documentation as Lender may request from time to time.
	4.20	Lender's Attorney's Fees.  At the Closing,
Borrower shall pay Lender's attorney's fees it has incurred related to the Loan
up to a maximum of $10,000.
ARTICLE V
DEFAULT AND REMEDIES

	5.1.	Events of Default.  The occurrence
of any one or more of the following events or the existence of one or more of
the following conditions shall, upon 30 days written notice to Borrower,
constitute an "Event of Default" under this Agreement provided
that the events set forth in Sections 5.1(a), 5.1(c), 5.1(f), 5.1(e), 5.1(g),
5.1(h), 5.1(k), 5.1(l) 5.1(n) and 5.1(o) shall constitute an Event of Default
immediately upon their occurrence and Lender shall not be required to provide
the 30 days' written notice for any such events:  



		(a)	Borrower shall fail to pay when due any
installment of principal or interest due under the Note, whether due on the date
provided for therein or by acceleration or otherwise, or Borrower shall fail to
pay when due any other amounts due under any of the Loan Documents;

(b)	Any material breach of a representation or warranty made in writing to
Lender by Borrower or its subsidiaries or affiliates made herein, in any Loan
Documents or in connection with the making of the Loan; 

(c)	The breach, default or violation by Borrower or its subsidiaries or
affiliates of any obligation, agreement or covenant contained in Loan Documents
or any other agreements, certificates or writings executed in connection
herewith by Borrower or its subsidiaries or affiliates; unless the same is cued
within any applicable grace period; 

(d)	any material provision of any of the Loan Documents shall at any time
for any reason cease to be in full force and effect or shall be declared to be
null and void; 

(e)	any litigation or proceeding is pending which may materially adversely
affect the ability of Borrower, its subsidiaries or affiliates to perform its
obligations under the Loan Documents; 



(f)	 the failure of the Borrower or its subsidiaries or
affiliates to comply with 


any other covenants or agreements contained in any of the
Loan Documents and not herein specifically referenced, unless the same is cured
within any applicable grace period; 

(g)	a material part of the operations of the Borrower or any of its
subsidiaries or affiliates shall cease for a period of thirty days; 

(h)	the liquidation, termination or dissolution of Borrower or any of its
subsidiaries or affiliates;

(i)	the occurrence of an event of default (as defined therein) in any of
the Loan Documents other than this Agreement;

(j)	the occurrence of any of the following transactions concerning the
Borrower without the prior written consent of the Lender (which shall be given
in its sole and absolute discretion): (i) the acquisition of the Borrower by
another entity by means of any transaction or series of related transactions
(including, without limitation, the transfer of more than 50% of the voting
power of the Borrower, reorganization, merger, consolidation); or (ii) a sale of
all or substantially all of the assets of the Borrower; unless the Borrower's
shareholders of record as constituted immediately prior to such acquisition or
sale will, immediately after such acquisition or sale (by virtue of securities
issued as consideration for the Borrower's acquisition or otherwise) hold at
least 50% of the voting power of the surviving or acquiring entity;

(k)	the issuance of any securities by Borrower's subsidiaries and
affiliates without the prior written consent of the Lender; 

(l)	the occurrence of any of the following transactions concerning the
Borrower's subsidiaries or affiliates without the prior written consent of the
Lender: (i) the acquisition (in whole or in part) of any subsidiary or affiliate
of the Borrower by another entity or person by means of any transaction or
series of related transactions (including, without limitation, the stock
purchase, stock issuance, reorganization, merger, consolidation); or (ii) a sale
of all or substantially all of the assets of the Borrower; 

(m)	Borrower's Common Stock is de-listed from the Nasdaq National or
SmallCap Market Systems; or 

(n)	if Lender shall reasonably deem itself to be insecure; or

(o)	the occurrence of an event which, with notice, lapse of time or both,
would constitute a default or event of default under the Loan Agreement dated as
of December 1, 2000, as amended, among GSI Ventures, LLC, Borrower, SDKI, PNI,
FAI,  and COL or the other loan documents relating to such loan.  



	5.2.	Remedies.  Upon the
occurrence of any Event of Default hereunder as above provided, and at any time
thereafter, all principal, interest and other amounts payable under the Note
shall, at the option of Lender, become immediately due and payable without
presentment, demand, protest or other notice of any kind, all of which are
expressly waived by Borrower.  Lender may proceed with every remedy available at
law or in equity or provided for in the Loan Documents or in any other document
executed in connection with the Loan, in such order or sequence as Lender may
determine in its sole discretion, including concurrently, independently, or
successively, and all expenses incurred by Lender in connection with any remedy
shall be deemed indebtedness of Borrower to Lender including, but not limited
to, reasonable attorneys' fees incurred by Lender.  
ARTICLE VI
GENERAL PROVISIONS

	6.1.	Amendments.  No provision or term
of the Loan Documents may be amended, modified, revoked, supplemented, waived or
otherwise changed except by a written instrument duly executed by the party from
whom enforcement is sought.  

	6.2.	Borrower Not Released.  Without
affecting any obligation of Borrower under this Agreement, Lender without notice
or demand may renew, extend or otherwise change the terms and conditions of the
Loan.  

	6.3.	Severability.  Whenever possible,
each provision of the Loan Documents shall be interpreted so as to be effective
and valid under New York law.  Should any provision, covenant or agreement
contained in the Loan Documents be deemed invalid, illegal or unenforceable in
any jurisdiction, the validity, legality and enforceability of the remaining
provisions of the Loan Documents shall not be impaired thereby, nor shall the
validity, legality or enforceability of any such defective provision be in any
way affected or impaired in any other jurisdiction.  

	6.4.	Successors and Assigns Bound;
Assignment.  The covenants and agreements contained herein shall bind the
parties hereto and each of their respective successors and assigns.  Borrower
may not assign this Agreement without the prior written consent of Lender.
Subject to the foregoing restriction, this Agreement shall inure to the benefit
of Lender and SDKI, their successors and assigns.  

	6.5.	No Third Party Benefits.  This
Agreement is made for the sole benefit of Borrower, Lender, PNI, FAO, COL, SDKI
and their respective successors and assigns, and no other person or persons
shall have any rights or remedies under or by reason of this Agreement.  

	6.6.	Headings.  The captions and
headings of the paragraphs in the Agreement are for convenience only and are not
used to interpret or define the provisions of the Agreement.  

	6.7.	Governing Law.  This Agreement and
the Loan Documents or any other documents executed in connection with the loan
shall be governed by and interpreted in accordance with the laws of the State of
New York, without regard to New York's conflict of laws principles.  

	6.8.	Conflict.  Should any provision of
any other Loan Documents conflict with any provision of this Agreement, the
provision selected by Lender, in its sole discretion, shall govern and shall be
controlling.  

6.9 	Jurisdiction.  Borrower, by its execution
hereof (i) hereby irrevocably submits to the exclusive jurisdiction of the State
of New York and to the exclusive jurisdiction of the United States District
Court for the Southern District of New York for the purpose of any suit, action
or other proceeding arising out of or based upon this Agreement, the Collateral
or the Loan Documents or the subject matter hereof or thereof brought by Lender,
any holder of the obligations of Borrower under the Loan Documents or their
respective successors or assigns, and (ii) agrees not to assert, by way of
motion, as a defense or otherwise, in any such proceeding, any claim that
Borrower is not subject personally to the jurisdiction of the above-named
courts, that Borrower's property is exempt or immune from attachment or
execution, that any such proceeding brought in one of the above-named courts is
brought in an inconvenient forum, that the venue of any such proceeding brought
in one of the above-named courts in improper, or that this Agreement, the
Collateral or any of the Loan Documents, or the subject matter hereof or
thereof, may not be enforced in or by such court.

6.10	Waiver of Jury.  LENDER AND BORROWER HEREBY
VOLUNTARILY, KNOWINGLY AND INTENTIONALLY WAIVE ANY AND ALL RIGHTS TO TRIAL BY
JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING UNDER THIS AGREEMENT OR
CONCERNING THE LOAN DOCUMENTS AND/OR ANY COLLATERAL CONTEMPLATED THEREBY,
REGARDLESS OF WHETHER SUCH ACTION OR PROCEEDING CONCERNS ANY CONTRACTUAL OR
TORTIOUS OR OTHER CLAIM.  BORROWER ACKNOWLEDGES THAT THIS WAIVER OF JURY TRIAL
IS A MATERIAL INDUCEMENT TO LENDER IN EXTENDING CREDIT, THAT LENDER WOULD NOT
HAVE EXTENDED SUCH CREDIT WITHOUT THIS JURY TRIAL WAIVER, AND THAT BORROWER HAS
BEEN REPRESENTED BY AN ATTORNEY OR HAS HAD AN OPPORTUNITY TO CONSULT WITH AN
ATTORNEY IN CONNECTION WITH THIS JURY TRIAL WAIVER AND UNDERSTANDS THE LEGAL
EFFECT OF THIS WAIVER.

	6.11	Obligations of Subsidiaries of Borrower.
PNI, FAI and COL all acknowledge and agree that each of them shall be bound by
Section 4.8 and all obligations, covenants, representations and warranties that
reference any subsidiary or affiliate of Borrower as if such obligations,
covenants, representations and warranties were fully made by them.  PNI, FAI and
COL further acknowledge and agree that each of them shall receive a material
benefit from the Loan received by Borrower from Lender because without it, PNI,
FAI and COL would no longer be able to continue their business as currently
operated.  The obligations of PNI, FAI and COL hereunder were a material
inducement to Lender to enter into this Agreement.

	6.12	Counterparts.  This Agreement may be
executed in one or more counterparts, each of which shall de deemed to be an
original but all of which together will constitute one and the same instrument.
This Agreement may be executed by facsimile signatures which shall have the same
force and effect as original signatures.

	6.13	Entire Agreement.  This Agreement and all
documents and agreements referred to in this Agreement supersede all prior
understandings, agreements and discussions between the parties concerning this
subject matter, with such prior understandings, agreements and discussions
between the parties being merged into this Agreement, and constitutes the entire
agreement between the parties with regard to this subject matter.

	6.14	Survival.  All of the obligations,
covenants, representations and warranties of Borrower and its subsidiaries and
affiliates shall survive the Closing and any subsequent Closing.

ARTICLE VII

CONDITIONS TO THE CLOSING

7.1	The obligation of Lender to complete the Closing is
subject to the satisfaction of each of the following conditions:

		(i)	Receipt of certified resolutions of Borrower
and its subsidiaries and affiliates authorizing the Loan and the grant of the
security interest in the Collateral to Lender;

		(ii)	Execution of the Loan Documents by Borrower
and its subsidiaries and affiliates, including the Note representing the
proceeds being disbursed at the Closing; 

		(iii)	Receipt of  Borrower's certified resolutions
authorizing the issuance and reservation of shares of Common Stock upon the
exercise of the Warrants and the conversion rights set forth in the Note in a
form satisfactory to Lender.

[Signature Page to Follow]


IN WITNESS WHEREOF, the parties hereto executed this Loan
Agreement as of the date first written above.
BORROWER:
POPMAIL.COM, INC., 

By:						

Its:___________________________

PMI:
POPMAIL NETWORK, INC.

By:						

Its:___________________________

LENDER:
THE SHAAR FUND LTD.,




By:	Shaar Advisory Services, N.V. (the advisor to The
Shaar Fund Ltd.)


By:						

Name:	W.J.Langeveld

Title:		Managing Director

FAI:
FAN ASYLUM, INC.

By:						

Its:___________________________

SDKI:
SDK INVESTMENTS, INC., 

By:						

Stephen D. King
President

COL:
CAFE ODYSSEY, LLC

By:						

Its:___________________________
DISCLOSURE SCHEDULE

ITEM 3.1 	SUBSIDIARIES AND AFFILIATES

ITEM 3.6	LITIGATION





ITEM 3.14 	NAMES OF BUSINESSES; ADDRESSES WHERE COLLATERAL LOCATED;
PRINCIPAL OFFICE ADDRESS OF BORROWER, SUBSIDIARIES AND AFFILIATES

ITEM 3.15	CONTINGENT LIABILITIES





ITEM 4.7	ENCUMBRANCES ON COLLATERAL



113679.5

SCHEDULE 3.1
Subsidiaries and Affiliates




Fan Asylum, Inc.
Popmail Network, Inc.
Cafe Odyssey, LLC
Schedule 3.6
Litigation

The Company entered into a bridge loan transaction on or about October 6,
2000, in which it issued a promissory note in favor of Great Western Business
Services in the principal amount of $600,000.  The note was payable in 30 days
and was secured by certain computer equipment owned by the Company.
Additionally, the lender obtained a "contingent" security interest in
the Company's units of Cafe Odyssey, LLC, which vested upon an event of default
thereunder.  The Company has failed to repay the note and the lender has
recently given the Company notice of such default.  Additionally, the lender has
informed the Company that it intends to retrieve the collateral as soon as is
practicable.  The lender has not given any notice or otherwise communicated to
the Company its intentions with respect to its interest in the Cafe Odyssey
units.   Cafe Odyssey, LLC currently has no assets.

On September 13, 2000, the Company received a Nasdaq Staff Determination
which indicates that the Company fails to comply with its common stock
maintaining a minimum bid price of $1.00 over the previous 30 consecutive
trading days as required by Marketplace Rule 4310 (c)(4). Therefore, in
accordance with Marketplace Rule 4310 (c)(8)(B), PopMail.com was provided 90
calendar days, or until December 12, 2000 to regain compliance with the Rule
for continued listing. There can be no assurances the Panel will grant the
Company's request for continued listing.  The Company has requested a hearing
with Nasdaq to appeal its determination to delist the Company's common stock,
which is scheduled for January 11, 2001.

On August 9, 2000, a lawsuit was filed against Fan Asylum, Inc. and Tim
McQuaid relating to an automobile accident.  The plaintiff in the action seeks
damages in excess of $25,000.  The Company has no other information concerning
this matter at the present time.


Schedule 3.14
Names of Businesses and Addresses






Fan Asylum, Inc.
1250 Folsom Street
San Francisco, CA  94103

Popmail Network, Inc.
1333 Corporate Drive, Suite 350
Irving, TX  75038

Café Odyssey, LLC






500 16th St. Suite 350
Denver, CO  80202



4. 	Cafe Odyssey	
	320 South Avenue
	Mall of America
	Bloomington, MN  55425


Schedule 3.15
Contingent Liabilities

The Kenwood Restaurant opened in December 1996 under the name
Hotel Discovery and was closed by the Company in August 1999. In November 1999,
the Company assigned the related lease (described below) in connection with the
pending sale of restaurant assets to a third party, who subsequently reopened
the restaurant under another name and continues to operate the same. The
property is approximately 17,000 square feet in size on three levels and is
located at the northeast corner of Sycamore Plaza at Kenwood Shopping Center in
Cincinnati, Ohio. Although the third party has paid all payments due under the
lease since November 1999, the Company remains primarily obligated under the
lease. 

The initial term of the lease is 15 years with an option for
two additional five-year periods. The lease provides for the payment of both a
monthly fixed minimum rent and a percentage rent based on gross sales in excess
of an escalating base amount. The monthly fixed minimum rent is $12,833 for the
first five years of the initial lease term, $14,117 for the sixth through tenth
years of the initial lease term, $15,400 for the eleventh through fifteenth
years of the initial lease term.

In addition to the fixed minimum rent, the lease provides for
the payment of a percentage rent equal to 4% of the gross sales from the
restaurant in excess of the following annual gross sales amounts; $3,850,000 for
the first five years of the initial lease term, $4,235,000 for the sixth through
tenth years of the initial lease term, $4,620,000 for the eleventh through
fifteenth years of the initial lease term. No percentage rent was paid in 1998
or 1999. In addition to the fixed minimum rent and percentage rent, the Company
is required to pay its proportionate share of common area maintenance costs;
taxes, insurance, maintenance and operating costs. 
Schedule 4.7
Encumbrances

See Schedule 3.6.



















EX-10.61
33
exh1061.htm
EXHIBIT













Exhibit 10.61



NEITHER THIS NOTE NOR THE SHARES OF COMMON STOCK ISSUABLE
UPON CONVERSION HEREUNDER HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION (TOGETHER, THE
"SECURITIES LAWS") AND MAY NOT BE OFFERED FOR SALE, SOLD OR
OTHERWISE  TRANSFERRED  OR  ENCUMBERED  IN  THE  ABSENCE  OF COMPLIANCE WITH
SUCH SECURITIES LAWS AND UNTIL THE COMPANY (AS DEFINED HEREIN) THEREOF SHALL
HAVE RECEIVED AN OPINION FROM COUNSEL REASONABLY ACCEPTABLE TO IT THAT THE
PROPOSED DISPOSITION WILL NOT VIOLATE ANY APPLICABLE SECURITIES LAWS.  

POPMAIL.COM, INC.

CONVERTIBLE PROMISSORY NOTE
WITH COGNOVIT PROVISION

	Irving, Texas
$200,000.00	December 21, 2000

	THIS CONVERTIBLE PROMISSORY NOTE (the
"Note") is a duly authorized Convertible Promissory Note of
PopMail.com., inc., a corporation duly organized and existing under the laws of
the State of Minnesota (the "Company"), designated as its 12%
Convertible Promissory Note Due January 5, 2002, in an aggregate principal
amount not exceeding U.S. $200,000 (the "Note").

	FOR VALUE RECEIVED, the Company promises to pay to
The Shaar Fund Ltd. ("Holder"), in lawful money of the United
States of America, the principal sum of Two Hundred Thousand Dollars
($200,000.00), together with interest in arrears on the unpaid principal balance
at a rate equal to Twelve Percent (12%) per annum, in the manner provided below.
Interest shall be calculated on the basis of a 360-day year of twelve 30-day
months and accrued on a daily basis for the actual number of days elapsed from
the date hereof on the principal balance from time to time outstanding as
hereinafter provided.

1.	Payments.

 	1.1	Principal and Interest. Accrued interest
under this Note shall be due and payable in quarterly installments on February
1, 2001, May 1, 2001, August 1, 2001 and November 1, 2001 and the entire
outstanding principal balance of the Note, together with all accrued but unpaid
interest thereon, shall be due and payable in full on January 5, 2002 (the
"Maturity Date"). Notwithstanding anything to the contrary
contained herein, upon Holder's consent, which shall be made in its sole and
absolute discretion, Company may pay any portion of the quarterly installments
of accrued interest payable hereunder with shares of Company's common stock, par
value $.01 per share (the "Common Stock").  The value of the
Common Stock used to pay any such quarterly installments of accrued interest
shall be determined by the closing sale price of the Common Stock as reported by
Nasdaq on the preceding trading day before the quarterly installment is
paid.

1.2	Manner of Payment.  Except as otherwise
provided herein, all payments of principal and interest on this Note shall be
made in immediately available funds.  If any payment of principal or interest on
this Note is due on a day which is not a Business Day, such payment shall be due
on the next succeeding Business Day, and such extension of time shall not be
taken into account in calculating the amount of interest payable under this
Note.  "Business Day" means any day other than a Saturday,
Sunday or legal holiday in the State of New York.

1.3	Prepayment.  The Company may, without premium
or penalty, at any time and from time to time, prepay all or any portion of the
outstanding principal balance due under this Note, provided that each such
prepayment is accompanied by the accrued interest on the amount of principal
prepaid calculated to the date of such prepayment.  The Company shall provide
Holder with not less than fifteen (15) days written notice prior to such
prepayment.  In the event a transaction described in Section 4.3 hereof is
contemplated prior to or contemporaneous with prepayment, said written notice
shall include the information specified in the notice made pursuant to Section
4.3 hereof.  
1.4	Default Interest.  Upon the occurrence of an
Event of Default (as defined below), this Note shall accrue interest at a
default rate of interest equal to the lesser of 18% per annum or the maximum
rate permitted under New York Law.

2.	Default.

	2.1	Event of Default.  The occurrence of any
one or more of the following events with respect to Company shall, upon 30 days'
written notice to the Company, constitute an event of default hereunder
("Event of Default") provided that, the events set forth in
Sections 2.1(a), 2.1(b), 2.1(c) and 2.1(d) shall constitute an Event of Default
immediately upon their occurrence and Lender shall not be required to provide
the 30 days written notice for any such event:

(a)	If Company shall fail to pay when due any payment of
principal or interest or other amount due on this Note.

(b)	If, pursuant to or within the meaning of the United
States Bankruptcy Code or any other federal or state law relating to insolvency
or relief of debtors (a "Bankruptcy Law"), the Company shall
(i) commence a voluntary case or proceeding; (ii) consent to the entry of an
order for relief against it in an involuntary case; (iii) consent to the
appointment of a trustee, receiver, assignee, liquidator or similar official;
(iv) make an assignment for the benefit of its creditors; or (v) admit in
writing its inability to pay its debts as they become due.







If a court of competent jurisdiction enters an order or
decree under any Bankruptcy Law that (i) is for relief against the Company in an
involuntary case, (ii) appoints a trustee, receiver, assignee, liquidator or
similar official for the Company or substantially all of the Company=s
properties, or (iii) orders the liquidation of the Company, and in each case the
order or decree is not dismissed within  30 days.





	(d)  	If an event of default occurs as defined in that
certain Loan Agreement executed on or about December 21, 2000 by and between the
Company, Holder, the Company's subsidiaries and SDK Investments, Inc. (the
"Loan Agreement") or an event of default occurs as defined in
any of the Loan Documents, regardless of whether or not such event of default is
caused by Company or any of its subsidiaries or affiliates who are a party to
the Loan Agreement or the Loan Documents.

	(e) 	A breach of any obligation or covenant of Company
set forth in this Note.







Any representation or warranty made in writing to
Holder by Company made in this Note or in connection with the making of the Loan
shall prove at any time to have been incorrect or materially misleading when
made.








Notice by the Company. The Company shall notify
Holder in writing within five days after the occurrence of any Event of Default
of which the Company acquires knowledge.

Remedies.  Upon the occurrence of any Event
of Default hereunder as above provided, and at any time thereafter, all
principal, interest and other amounts payable under this Note shall, at the
option of Holder, become immediately due and payable without presentment,
demand, protest or other notice of any kind, all of which are expressly waived
by Company.  Holder may proceed with every remedy available at law or in equity
or provided for in the Loan Documents or in any other document executed in
connection with the Loan, in such order or sequence as Holder may determine in
its sole discretion, including concurrently, independently, or successively, and
all expenses incurred by Holder in connection with any remedy shall be deemed
indebtedness of Company to Holder including, but not limited to, reasonable
attorneys' fees incurred by Holder.



3.	Conversion.




Holder Conversion.  









The Holder shall have the right, at the Holder's option,
at any time prior to payment in full of the principal balance of this Note, to
convert this Note, in accordance with the provisions of Section 3.2 hereof, in
whole or in part, into fully paid and nonassessable shares of Common Stock (the
"Common Stock") of the Company.  The number of shares of Common
Stock into which this Note may be converted ("Conversion
Shares") shall be determined by dividing: [A] the sum of (i) the
outstanding principal amount of the Note to be converted, (ii) all accrued
interest thereon to the date of conversion, and (iii) all other indebtedness
Company owes Holder under this Note, by [B] the amount equal to 140% of the
"Market Price" of the Common Stock (the "Conversion
Price"). 





 		(b) 	Notwithstanding Section 3.1(a), in the event
that Company has paid any amount it owes to Holder pursuant to this Note
("Partial Payment"), then from the date of the Partial Payment
for a period of 90 days, Holder shall have the right to purchase at a strike
price equal to the Conversion Price (the "Purchase Price") a
certain number of shares of the Common Stock (the "Purchase
Right").  The number of shares of Common Stock that Holder may purchase
shall be determined by dividing the Partial Payment by the Conversion Price.
For purposes of this Note, any shares of Common Stock that Holder purchases
pursuant to its Purchase Right shall be considered Conversion Shares.  The
Purchase Right may be exercised by Holder, in whole or in part, by written
notice to the Company, together with payment by Holder to the Company of the
Purchase Price in immediately available funds.

3.2	Conversion Procedure.

(a)	Notice of Conversion and Purchase Right
Pursuant to Section 3.1.  Before the Holder shall be entitled to convert
this Note into shares of Common Stock, it shall surrender this Note at the
office of the Company and shall give written notice  in the form attached hereto
as Exhibit A (the "Holder Conversion Notice") to the
Company at its principal corporate office, of the election to convert all or a
portion of this Note pursuant to Section 3.1(a).  If this Note is converted in
part only, the Company shall execute and deliver a new note to the Holder
thereof in the principal amount equal to the portion of this Note not so
converted.  Before the Holder may exercise its Purchase Right, it shall give
written notice to the Company at its principal corporate office, of its exercise
of its Purchase Right pursuant to Section 3.1(b) prior to the expiration of the
90-day period the Purchase Right is available.







Mechanics and Effect of Conversion.  No
fractional shares of Common Stock shall be issued upon conversion of this Note
or exercise of the Purchase Right.  Upon the conversion of this Note pursuant to
Section 3.1(a) above, the Holder shall surrender this Note, duly endorsed, at
the principal office of the Company.  At its expense, the Company shall, as soon
as practicable after receiving the Holder Conversion Notice or notice of
Holder's exercise of its Purchase Right, issue and deliver to such Holder at
such principal office a certificate or certificates for the number of shares of
Common Stock to which the Holder shall be entitled upon such conversion or
purchase (bearing such legends as are required by the Loan Agreement or
applicable state and federal securities laws in the opinion of counsel to the
Company), together with a new note for the principal amount of the Note that was
not converted, if any.  Upon conversion of all or a portion of this Note, the
Company shall be forever released from all its obligations and liabilities under
this Note, to the extent of the principal amount so converted.

Market Price.  The term "Market
Price" shall mean the lower of (i) the lowest trade of the Company's
Common Stock as reported by Nasdaq or (ii) the lowest price for which the
Company sells a share of Common Stock, each determined during the period
commencing thirty (30) days prior to the date of the Closing and ending thirty
(30) days after the date of the Closing.  





3.3	Limitations on Conversion.  Unless the Company
shall have obtained the approval of its voting shareholders to such issuance in
accordance with the rules of Nasdaq or any other stock market rules with which
the Company shall be required to comply, but only to the extent required
thereby, the Company shall not issue shares of its Common Stock (i) upon
conversion of any of the principal sum outstanding hereunder, or (ii) as
interest on the principal sum due hereunder, if such issuance of Common Stock,
when added to the number of shares of Common Stock previously issued by the
Company (x) upon conversion of the principal sum due under the Note and (y) in
payment of interest due under the Note, would equal or exceed 20 percent of the
number of shares of the Company's Common Stock that were issued and outstanding
on the date hereof (the "Maximum Issuance Amount").  In the
event that a properly executed Holder Conversion Notice is received by the
Company which would require the Company to issue shares of Common Stock equal to
or in excess of the Maximum Issuance Amount, the Company shall honor such
conversion request by (a) converting the amount of the principal and interest
stated in such conversion notice that is not in excess of the Maximum Issuance
Amount and (b) paying the remaining principal and interest due requested by
Holder to be converted; provided that, Company shall first use its best efforts
to obtain as soon as practicable after obtaining a Holder Conversion Notice the
approval of its voting shareholders to issue Conversion Shares in excess of the
Maximum Issuance Amount.

4.	Anti-Dilution Adjustments.

4.1	Adjustments for Stock Splits and Subdivisions.
In the event the Company should at any time or from time to time after the date
of issuance hereof fix a record date for the effectuation of a split or
subdivision of the outstanding shares of Common Stock or the determination of
holders of Common Stock entitled to receive a dividend or other distribution
payable in additional shares of Common Stock or other securities or rights
convertible into, or entitling the holder thereof to receive directly or
indirectly, additional shares of Common Stock (hereinafter referred to as
"Common Stock Equivalents") without payment of any consideration by
such holder for the additional shares of Common Stock or the Common Stock
Equivalents (including the additional shares of Common Stock issuable upon
conversion or exercise thereof), then, as of such record date (or the date of
such dividend distribution, split or subdivision if no record date is fixed),
the Conversion Price of this Note shall be appropriately decreased so that the
number of shares of Common Stock issuable upon conversion of this Note shall be
increased in proportion to such increase of outstanding shares.

4.2	Adjustments for Reverse Stock Splits. 
If the number of shares of Common Stock outstanding at any time after the date
hereof is decreased by a combination of the outstanding shares of Common Stock
through a reverse stock split, then, following the record date of such
combination, the Conversion Price for this Note shall be appropriately increased
so that the number of shares of Common Stock issuable on conversion of this Note
shall be decreased in proportion to such decrease in outstanding shares.

4.3	Adjust for Reorganization, Reclassification, Merger
and Sale.  If any capital reorganization or reclassification of the capital
stock of the Company, or consolidation or merger of the Company with another
corporation, or the sale of all or substantially all of its assets to another
corporation shall be effected in such a way that holders of the Company's Common
Stock shall be entitled to receive stock, securities or assets with respect to
or in exchange for such common shares, then, as a condition of such
reorganization, reclassification, consolidation, merger or sale, the Holder
shall have the right to convert and receive upon the basis and upon the terms
and conditions specified in this Note and in lieu of the shares of the Common
Stock of the Company immediately theretofore convertible and receivable upon the
exercise of the rights represented hereby, such shares of stock, other
securities or assets as would have been issued or delivered to the Holder as if
it had exercised this Note and had received such shares of common stock prior to
such reorganization, reclassification, consolidation, merger or sale.  The
Company shall not effect any such consolidation, merger or sale, unless prior to
the consummation thereof the successor corporation (if other than the Company)
resulting from such consolidation or merger or the corporation purchasing such
assets shall assume by written instrument executed and mailed to the registered
Holder of this Note at the last address of such Holder appearing on the books of
the Company, the obligation to deliver to such Holder such shares of stock,
securities or assets as, in accordance with the foregoing provisions, such
Holder may be entitled to convert.

4.4	Other Adjustment.  If the Company takes
any other action, or if any other event occurs which does not come within the
scope of the provisions of Sections 4.1 through 4.3, but which should result in
an adjustment in the Conversion Price and/or the number of shares subject to
this Note in order to fairly protect the purchase rights of the Holder, an
appropriate adjustment in such purchase rights shall be made by the Company.

4.5	Reservation of Stock Issuable Upon Conversion.
The Company shall at all times reserve and keep available out of its authorized
but unissued shares of Common Stock solely for the purpose of effecting the
issuance of the Conversion Shares such number of its shares of Common Stock as
shall from time to time be sufficient to issue the Conversion Shares; and if at
any time the number of authorized but unissued shares of Common Stock shall not
be sufficient to effect the issuance of the Conversion Shares,  in addition to
such other remedies as shall be available to the holder of this Note, the
Company will use its best efforts to take such corporate action as may, in the
opinion of Holder's counsel, be necessary to increase its authorized but
unissued shares to such number of shares as shall be sufficient for such
purposes.

5.	Miscellaneous.

5.1	Waiver.  The rights and remedies of Holder
under this Note shall be cumulative and not alternative.  No waiver by Holder of
any right or remedy under this Note shall be effective unless in a writing
signed by Holder.  Neither the failure nor any delay in exercising any right,
power or privilege under this Note will operate as a waiver of such right, power
or privilege and no single or partial exercise of any such right, power or
privilege by Holder will preclude any other or further exercise of such right,
power or privilege or the exercise of any other right, power or privilege.  To
the maximum extent permitted by nonwaivable applicable law, (a) no claim or
right of Holder arising out of this Note can be discharged by Holder, in whole
or in part by a waiver or renunciation of the claim or right unless in a
writing, signed by Holder; (b) no waiver that may be given by Holder will be
applicable except in the specific instance for which it is given; and (c) no
notice to or demand on the Company will be deemed to be a waiver of any
obligation of the Company or of the right of Holder to take further action
without notice or demand as provided in this Note.  The Company hereby waives
presentment, demand, protest and notice of dishonor and protest.

5.2	Notices.  The Company shall give any notice
required or permitted to be given hereunder to the Holder or the Holder to the
Company in accordance with the Loan Agreement. 

5.3	Severability.  If any court of competent
jurisdiction holds any provision in this Note invalid or unenforceable, the
other provisions of this Note will remain in full force and effect. Any
provision of this Note held invalid or unenforceable only in part or degree will
remain in full force and effect to the extent not held invalid or
unenforceable.

5.4	Governing Law.  This Note will be governed by
the laws of the State of New York without regard to conflicts of laws
principles.

5.5	Parties in Interest; Assignment.  This Note
shall bind the Company and its successors and assigns.  Subject to the
provisions of the legend on this Note, the Holder may assign this Note upon
providing Company notice of such assignment.




Section Headings, Construction.  The headings of
Sections in this Note are provided for convenience only and will not affect its
construction or interpretation.  All references to "Section" or
"Sections" refer to the corresponding Section or Sections of this Note
unless otherwise specified.



5.7  	Capitalized Terms.  All capitalized terms
used in this Note and not defined herein shall have the same meaning as in the
Loan Agreement.  
	5.8	Gender.  All words used in this Note will
be construed to be of such gender or number, as the circumstances require.
Unless otherwise expressly provided, the words "hereof" and
"hereunder" and similar references refer to this Note in its entirety
and not to any specific section or subsection hereof.

	5.9 	 JURY WAIVER.  THE UNDERSIGNED AND HOLDER
(BY ITS ACCEPTANCE HEREOF) HEREBY VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND
UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY
DISPUTE (WHETHER BASED UPON CONTRACT TORT OR OTHERWISE) BETWEEN OR AMONG THE
UNDERSIGNED AND HOLDER ARISING OUT OF OR IN ANY WAY RELATED TO THIS DOCUMENT,
ANY OTHER RELATED DOCUMENT, OR ANY RELATIONSHIP BETWEEN HOLDER AND THE
UNDERSIGNED.  THIS PROVISION IS A MATERIAL INDUCEMENT TO HOLDER TO PROVIDE THE
FINANCING DESCRIBED HEREIN OR IN THE OTHER LOAN DOCUMENTS.

5.10	Jurisdiction.  Company, by its execution
hereof (i) hereby irrevocably submits to the exclusive jurisdiction of the State
of New York and to the exclusive jurisdiction of the United States District
Court for the Southern District of New York for the purpose of any suit, action
or other proceeding arising out of or based upon this Note, the Loan Agreement
or any Loan Document or the subject matter hereof or thereof brought by Holder
or its successors or assigns, and (ii) agrees not to assert, by way of motion,
as a defense or otherwise, in any such proceeding, any claim that Company is not
subject personally to the jurisdiction of the above-named courts, that Company's
property is exempt or immune from attachment or execution, that any such
proceeding brought in one of the above-named courts is brought in an
inconvenient forum, that the venue of any such proceeding brought in one of the
above-named courts in improper, or that this Note, the Loan Agreement or any
Loan Document, or the subject matter hereof or thereof, may not be enforced in
or by such court.

CONFESSION OF JUDGMENT.  UPON AN EVENT OF DEFAULT,
COMPANY HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY-AT-LAW TO APPEAR
IN ANY COURT OF RECORD AND TO CONFESS JUDGMENT AGAINST COMPANY FOR THE UNPAID
AMOUNT OF THIS NOTE, PLUS ATTORNEYS' FEES AS PROVIDED IN THIS NOTE, PLUS COSTS
OF SUIT, AND TO RELEASE ALL ERRORS, AND WAIVE ALL RIGHTS OF APPEAL.   IF A COPY
OF THE NOTE, VERIFIED BY AN AFFIDAVIT, SHALL HAVE BEEN FILED IN THE PROCEEDING,
IT WILL NOT BE NECESSARY TO FILE THE ORIGINAL AS A WARRANT OF ATTORNEY.  COMPANY
WAIVES THE RIGHT TO ANY STAY OF EXECUTION AND THE BENEFIT OF ALL EXEMPTION LAWS
NOW OR HEREAFTER IN EFFECT. NO SINGLE EXERCISE OF THE FOREGOING WARRANT AND
POWER TO CONFESS JUDGMENT WILL BE DEEMED TO EXHAUST THE POWER, WHETHER OR NOT
ANY SUCH EXERCISE SHALL BE HELD BY ANY COURT TO BE INVALID, VOIDABLE, OR VOID;
BUT THE POWER WILL CONTINUE UNDIMINISHED AND MAY BE EXERCISED FROM TIME TO TIME
AS HOLDER MAY ELECT UNTIL ALL AMOUNTS OWING ON THIS NOTE HAVE BEEN PAID IN
FULL.

WARNING - BY SIGNING THIS PAPER YOU GIVE UP YOUR
RIGHT TO NOTICE AND COURT TRIAL.  IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY
BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN
BE USED TO COLLECT FROM REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE
CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY
WITH THE AGREEMENT, OR ANY OTHER CAUSE.


IN WITNESS WHEREOF, the Company has executed and
delivered this Note as of the date first stated above.

POPMAIL.COM, INC.


By:______________________________
Title:____________________________



Acknowledged and agreed to this 
21st day of December, 2000.


THE SHAAR FUND LTD.,



By:	Shaar Advisory Services, N.V.

 (the advisor to The Shaar Fund Ltd.)


By:  						


Name:   W. J. Langeveld

Title:      Managing Director





	EXHIBIT A



NOTICE OF CONVERSION
AT THE ELECTION OF THE HOLDER

(To Be Signed Only Upon Conversion of Note)


TO POPMAIL.COM, INC.

The undersigned, the holder of the foregoing Note, hereby
surrenders such Note for conversion into shares of Common Stock of POPMAIL.COM,
INC., to the extent of $_____ of the unpaid principal amount of such Note, and
requests that the certificates for such shares be issued  in  the  name  of,
and  delivered  to,  ______________  whose  address  is
________________________________.  


Dated: __________________________________



_________________________________














 (Signature must conform in all respects to 













name of holder as specified on the face of 
the Note)



_________________________________
(Address)


EX-10.62
34
exh1062.htm
EXHIBIT











Exhibit 10.62


AMENDMENT NO. 2 TO THE LOAN AGREEMENT AND NOTES


	This Amendment No. 2 to the Loan Agreement and Notes is entered into
on February 8, 2001 by and among GSI Ventures, LLC, an Ohio limited liability
company ("Lender") PopMail.com, inc., a Minnesota corporation (the
"Borrower"), SDK Investments, Inc., an Ohio corporation ("SDKI"),
PopMail Network, Inc., a Texas corporation ("PNI"), Fan Asylum, Inc., a
California corporation ("FAI"), Café Odyssey, LLC, a Minnesota
limited liability company ("COL") to amend (i) that certain Loan
Agreement dated December 1, 2000, as amended on December 8, 2000, by and between
the parties hereto, and (ii) the Notes (as defined below). 

	In consideration of the mutual covenants and agreements contained herein
and other good and valuable consideration, the receipt, sufficiency and adequacy
of which are hereby acknowledged, the parties hereby covenant and agree as
follows:



Amendment to Agreement. The parties do hereby agree to amend the
Agreement as follows:



New Section 2.4.  A new Section 2.4 is hereby added to the Agreement
immediately following Section 2.3 and reads as follows:








Particular Provisions in the Warrants.  The Lender Warrant issued
pursuant to this Agreement shall include a provision that, at the sole
discretion of the Lender, allows for the issuance of shares of Common Stock to
the members of the Lender upon exercise of the Lender Warrant. All Warrants
issued pursuant to this Agreement shall have a provision substantially similar
to the following:





Notwithstanding anything herein to the contrary, in no event shall the
holder be permitted to exercise this Warrant for shares of Common Stock to the
extent that (x) the number of shares of Common Stock beneficially owned by such
Holder (other than shares of Common Stock issuable upon exercise of this
Warrant) plus (y) the number of shares of Common Stock issuable upon exercise of
this Warrant, would be equal to or exceed 4.9% of the number of shares of Common
Stock then issued and outstanding, including shares issuable upon exercise of
this Warrant held by such holder after application of this Section ___.  As used
herein, beneficial ownership shall be determined in accordance with Section
13(d) of the Exchange Act.  To the extent that the limitation contained in this
Section ___ applies, the determination of whether this Warrant is exercisable
(in relation to other securities owned by the holder) and of which a portion of
this Warrant is exercisable shall be in the sole discretion of such holder, and
the submission of a Notice of Exercise shall be deemed to be such holder's
determination of whether this Warrant is exercisable (in relation to other
securities owned by such holder) and of which portion of this Warrant is
exercisable, in each case subject to such aggregate percentage limitation, and
the Company shall have no obligation to verify or confirm the accuracy of such
determination.  Nothing contained herein shall be deemed to restrict the right
of a holder to exercise this Warrant into shares of Common Stock at such time as
such exercise will not violate the provisions of this Section ___.  The
provisions of this Section ___ may be waived by the Holder of this Warrant upon,
at the election of the Holder, with 61 days' prior notice to the Company, and
the provisions of this Section ___ shall continue to apply until such
61st day (or such later date as may be specified in such notice of
waiver).  No exercise of this Warrant in violation of this Section ___ but
otherwise in accordance with this Warrant shall affect the status of the Common
Stock issued upon such exercise as validly issued, fully-paid and
nonassessable.






New Section 1.7.  A new Section 1.7 is added to the Agreement
immediately following Section 1.6,  and  reads as follows:





Limitations on Issuance of Common Stock.  The Notes issued pursuant to
this Agreement shall include a provision substantially similar to the
following:


Notwithstanding anything herein to the contrary, in no event shall the
Holder be permitted to receive Conversion Shares upon exercising its conversion
rights or Common Stock as payment for accrued interest on this Note
(collectively referred to as "Conversion Rights") to the extent that
(x) the number of shares of Common Stock beneficially owned by the Holder (other
than shares of Common Stock issuable upon exercise of Holder's Conversion
Rights) plus (y) the number of shares of Common Stock issuable upon exercise of
the Holder's Conversion Rights, would be equal to or exceed 4.9% of the number
of shares of Common Stock then issued and outstanding, including shares issuable
upon exercise of the Holder's Conversion Rights after application of this
Section ___.  As used herein, beneficial ownership shall be determined in
accordance with Section 13(d) of the Securities Exchange Act of 1934 (the
"Exchange Act").  To the extent that the limitation contained in this
Section ___ applies, the determination of whether Holder may exercise its
Conversion Rights (in relation to other securities owned by the Holder) and of
which a portion of the Conversion Rights are exercisable shall be in the sole
discretion of the Holder, and the submission of a Holder Conversion Notice (or
written notice in the case of payment of accrued interest in shares of Common
Stock) shall be deemed to be the Holder's determination of whether the
Conversion Rights are exercisable (in relation to other securities owned by the
Holder) and of which portion of the Conversion Rights are exercisable, in each
case subject to such aggregate percentage limitation, and the Company shall have
no obligation to verify or confirm the accuracy of such determination.  Nothing
contained herein shall be deemed to restrict the right of the Holder to exercise
its Conversion Rights at such time as such exercise will not violate the
provisions of this Section ___.  The provisions of this Section ___ may be
waived by the Holder upon, at the election of the Holder, 61 days' prior notice
to the Company, and the provisions of this Section ___ shall continue to apply
until such 61st day (or such later date as may be specified in such
notice of waiver).  No exercise of the Conversion Rights in violation of this
Section ___ but otherwise in accordance with this Note shall affect the status
of the Common Stock issued upon such exercise as validly issued, fully-paid and
nonassessable.


Amendment To Notes.  Those certain series of Convertible Promissory
Notes With Cognovit Provision issued by the Company pursuant to the Agreement
and dated December 1, 2000 in the amount of $400,000, December 8, 2000 in the
amount of $100,000, December 13, 2000 in the amount of $100,000 and December 15,
2000 in the amount of $100,000 (collectively the "Notes" or
individually as a "Note") are hereby amended as follows:





New Section 3.4.  A new Section 3.4 is added to the Notes immediately
following Section 3.3, which shall read as follows:

Limitations on Issuance of Common Stock.  Notwithstanding anything
herein to the contrary, in no event shall the Holder be permitted to receive
Conversion Shares upon exercising its conversion rights or Common Stock as
payment for accrued interest on this Note (collectively referred to as
"Conversion Rights") to the extent that (x) the number of shares of
Common Stock beneficially owned by the Holder (other than shares of Common Stock
issuable upon exercise of Holder's Conversion Rights) plus (y) the number of
shares of Common Stock issuable upon exercise of the Holder's Conversion Rights,
would be equal to or exceed 4.9% of the number of shares of Common Stock then
issued and outstanding, including shares issuable upon exercise of the Holder's
Conversion Rights after application of this Section 3.4.  As used herein,
beneficial ownership shall be determined in accordance with Section 13(d) of the
Securities Exchange Act of 1934 (the "Exchange Act").  To the extent
that the limitation contained in this Section 3.4 applies, the determination of
whether Holder may exercise its Conversion Rights (in relation to other
securities owned by the Holder) and of which a portion of the Conversion Rights
are exercisable shall be in the sole discretion of the Holder, and the
submission of a Holder Conversion Notice (or written notice in the case of
payment of accrued interest in shares of Common Stock) shall be deemed to be the
Holder's determination of whether the Conversion Rights are exercisable (in
relation to other securities owned by the Holder) and of which portion of the
Conversion Rights are exercisable, in each case subject to such aggregate
percentage limitation, and the Company shall have no obligation to verify or
confirm the accuracy of such determination.  Nothing contained herein shall be
deemed to restrict the right of the Holder to exercise its Conversion Rights at
such time as such exercise will not violate the provisions of this Section 3.4.
The provisions of this Section 3.4 may be waived by the Holder upon, at the
election of the Holder, 61 days' prior notice to the Company, and the provisions
of this Section 3.4 shall continue to apply until such 61st day (or
such later date as may be specified in such notice of waiver).  No exercise of
the Conversion Rights in violation of this Section 3.4 but otherwise in
accordance with this Note shall affect the status of the Common Stock issued
upon such exercise as validly issued, fully-paid and nonassessable.

Section 3.2(c).  Section 3.2(c) is hereby amended and superceded in
its entirety with the following:



(c)	Market Price.  The term "Market Price" shall mean
$.125.


Capitalized Terms.  All capitalized terms not otherwise defined
herein shall have the same meaning as in the Agreement or the Notes.

<SIGNATURE PAGE TO FOLLOW>

In Witness Whereof, the parties hereto have executed this Amendment No 2 to
the Loan Agreement and Notes as of the date first written above.

BORROWER:
POPMAIL.COM, INC., 

By:						

Its:___________________________

PMI:
POPMAIL NETWORK, INC.

By:						

Its:___________________________

LENDER:
GSI VENTURES, LLC,

By: SDK INVESTMENTS, INC., Manager
By:___________________________________
Stephen D. King
President

FAI:
FAN ASYLUM, INC.

By:						

Its:___________________________

SDKI:
SDK INVESTMENTS, INC., 

By:						

Stephen D. King
President

COL:
CAFE ODYSSEY, LLC

By:						

Its:___________________________






















EX-10.63
35
exh1063.htm
EXHIBIT











Exhibit 10.63


	STOCK PURCHASE AGREEMENT


	BETWEEN


	TIM McQUAID 


	AND


	PopMail.com, inc.



	February 14, 2001





	STOCK PURCHASE AGREEMENT

This Agreement entered into as of February 14, 2001, by and among
PopMail.com, inc., a Minnesota corporation ("Seller" and/or
"Shareholder"), and Tim McQuaid ("Buyer"). The Seller and
Buyer are referred to collectively herein as the "Parties," and
individually as a "Party."

The Seller owns all of the outstanding capital stock of Fan Asylum, Inc., a
California corporation (the "Target").

This Agreement contemplates a transaction in which the Buyer will purchase
from the Seller, and the Seller will sell to the Buyer, all of the outstanding
capital stock of the Target in return for cash and the other consideration set
forth herein.


1. Definitions.


"Adverse Consequences" means all actions, suits, proceedings,
hearings, investigations, charges, complaints, claims, demands, injunctions,
judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs,
reasonable amounts paid in settlement, liabilities, obligations, taxes, liens,
losses, expenses, and fees, including court costs and reasonable attorneys' fees
and expenses.

"Affiliate" has the meaning set forth in Rule 12b-2 of the regulations
promulgated under the Securities Exchange Act.

"Affiliated Group" means any affiliated group within the meaning of
Code  1504(a) or any similar group defined under a similar provision of state,
local or foreign law.

"Allocable Portion" means with respect to the share of any Seller in a
particular amount that fraction equal to the number of Target Shares the Seller
holds as set forth in  4(b) of the Disclosure Schedule over the total number of
outstanding Target Shares.

"Buyer" has the meaning set forth in the preface above.




"Cash" means cash and cash equivalents (including marketable
securities and short term investments) calculated in accordance with GAAP
applied on a basis consistent with the preparation of the Financial
Statements.

"Closing" has the meaning set forth in  2(f) below.

"Closing Date" has the meaning set forth in  2(f) below.

"COBRA" means the requirements of Part 6 of Subtitle B of Title I of
ERISA and Code  4980B.

"Code" means the Internal Revenue Code of 1986, as amended.

"Confidential Information" means any information concerning the
businesses and affairs of the Target that is not already generally available to
the public.

"Employee Benefit Plan" means any (a) nonqualified deferred
compensation or retirement plan or arrangement, (b) qualified defined
contribution retirement plan or arrangement which is an Employee Pension Benefit
Plan, (c) qualified defined benefit retirement plan or arrangement which is an
Employee Pension Benefit Plan (including any Multiemployer Plan), or (d)
Employee Welfare Benefit Plan or material fringe benefit or other retirement,
bonus, or incentive plan or program.

"Employee Pension Benefit Plan" has the meaning set forth in ERISA
 3(2).

"Employee Welfare Benefit Plan" has the meaning set forth in ERISA
 3(1).

"Environmental, Health, and Safety Requirements" shall mean all
federal, state, local and foreign statutes, regulations, and ordinances
concerning public health and safety, worker health and safety, and pollution or
protection of the environment, including without limitation all those relating
to the presence, use, production, generation, handling, transportation,
treatment, storage, disposal, distribution, labeling, testing, processing,
discharge, release, threatened release, control, or cleanup of any hazardous
materials, substances or wastes, as such requirements are enacted and in effect
on or prior to the Closing Date.

"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

"ERISA Affiliate" means each entity which is treated as a single
employer with Seller for purposes of Code  414.
"GAAP" means United States generally accepted accounting principles as
in effect from time to time.

"Income Tax" means any federal, state, local, or foreign income tax,
including any interest, penalty, or addition thereto, whether disputed or
not.

"Income Tax Return" means any return, declaration, report, claim for
refund, or information return or statement relating to Income Taxes, including
any schedule or attachment thereto.

"Knowledge" means actual knowledge without independent investigation.

"Multiemployer Plan" has the meaning set forth in ERISA  3(37).

"Ordinary Course of Business" means the ordinary course of business
consistent with part custom and practice (including with respect to quantity and
frequency).

"Party" has the meaning set forth in the preface above.

"PBGC" means the Pension Benefit Guaranty Corporation.

"Person" means an individual, a partnership, a corporation, an
association, a joint stock company, a trust, a joint venture, an unincorporated
organization, or a governmental entity (or any department, agency, or political
subdivision thereof).

"Purchase Price" has the meaning set forth in  2(b) below.

"Reportable Event" has the meaning set forth in ERISA  4043.

"Securities Act" means the Securities Act of 1933, as amended.

"Securities Exchange Act" means the Securities Exchange Act of 1934,
as amended.

"Security Interest" means any mortgage, pledge, lien, encumbrance,
charge, or other security interest, other than (a) mechanic's, materialmen's,
and similar liens, (b) liens for taxes not yet due and payable or for taxes that
the taxpayer is contesting in good faith through appropriate proceedings, (c)
purchase money liens and liens securing rental payments under capital lease
arrangements, and (d) other liens arising in the Ordinary Course of Business and
not incurred in connection with the borrowing of money.

"Seller" has the meaning set forth in the preface above.

"Subsidiary" means any corporation with respect to which a specified
Person (or a Subsidiary thereof) owns a majority of the common stock or has the
power to vote or direct the voting of sufficient securities to elect a majority
of the directors.

"Target" has the meaning set forth in the preface above.

"Target Share" means any share of the Common Stock of the Target.

"Third Party Claim" has the meaning set forth in  8(d) below.

2. Purchase and Sale of Target Shares.


(a) Basic Transaction. On and subject to the terms and conditions of
this Agreement, the Buyer agrees to purchase from the Seller, the Seller agrees
to sell to the Buyer, all of its Target Shares for the consideration specified
below in this  2.

(b) Purchase Price. The Buyer agrees to pay to the Seller at the
Closing the "Purchase Price" by delivery of (i) $100,000 in cash by wire
transfer or other delivery of immediately available funds (disbursement of which
is subject to post-closing covenants as described herein), (ii) the forfeiture
of all rights to receive additional PopMail stock, beyond the 87,673 shares
purchased on or about October 12, 2000 which are currently in escrow and to
which he is currently entitled and (iii) the release of all claims against
Seller, Seller's subsidiaries, past and present officers and directors of Seller
and Seller's subsidiaries, and agents, attorneys, consultants and employees of
Seller.  In addition, (A) McQuaid shall not be entitled to the 280,000 earn-out
shares or any shares which would otherwise be issued in connection with his
reset rights under the agreement by which PopMail.com, inc. bought the shares of
Fan Asylum and (B) PopMail.com, inc. shall have a 15% carried interest in
Target, such that if Target shall be sold before January 31, 2004, PopMail.com,
inc. shall receive 15% of the net sales proceeds arising from the sale of
Target.

(c)  Liabilities of Target.  Buyer takes the stock of Target subject
to all the liabilities of Target as they existed as of the Closing Date.

(d)	Releases.  On Closing, Buyer shall release
Seller of any and all claims it may have up through the date of Closing of this
Agreement.  Seller shall release Buyer, Buyer's subsidiaries, past and present
officers and directors of Buyer and Buyer's subsidiaries, and agents, attorneys,
consultants and employees of Buyer of any and all claims it may have against
Buyer up through the date of Closing of this Agreement, including any rights
under the Covenant not to Compete contained in the  June 14, 2000 Stock Purchase
Agreement and/or Employment Agreement and/or Non-Compete Agreement between Tim
McQuaid and Popmail.com and Fan Asylum, Inc. (together, the "2000 Stock
Purchase Agreement").

(e)  Popmail Shares.  The 87,673 shares of
PopMail.com, inc. referenced in 2(b) above shall be released from escrow to
Buyer upon the Closing, and shall be included in the next registration statement
which PopMail.com, inc. prepares and be `locked up' (no public sale allowed) for
90 days from the Closing Date.  Provided, however, that if said registration
statement is not accepted, PopMail.com, inc. agrees to include said share on
each subsequent registration statement which it files for any stock of the same
class. 

(f) The Closing. The closing of the transactions
contemplated by this Agreement (the "Closing") shall take place at the
offices of McQuaid, Metzler, Bedford & Van Zandt, commencing at 5:00 p.m.
local time on or before February 15, 2001 or such other date as the Buyer and
Seller may mutually determine (the "Closing Date).

(g) Deliveries at the Closing. At the Closing, (i) the
Seller will deliver to the Buyer the various certificates, instruments, and
documents referred to in  7(a) below, (ii) the Buyer will deliver to the Seller
the various certificates, instruments, and documents referred to in  7(b) below,
(iii) the Seller will deliver to the Buyer stock certificates representing all
of his or its Target Shares, endorsed in blank or accompanied by duly executed
assignment documents, and will deliver all of Target's corporate and financial
records, and the releases of liens described in   3(a)(v) below, iv) the Buyer
will deliver to Seller the cash consideration specified in  2(b) above, and (v)
the Seller will deliver to the Buyer the shares of PopMail.com, inc. described
in  2(e) above. 

3. Representations and Warranties Concerning the
Transaction.


(a) Representations and Warranties of the Seller.
Seller represents and warrants to the Buyer that the statements contained in
this  3(a) are correct and complete as of the date of this Agreement and will be
correct and complete as of the Closing Date (as though made then and as though
the Closing Date were substituted for the date of this Agreement throughout this
 3(a)) with respect to himself or itself, except as set forth herein.

(i) Organization of Seller. Seller is a corporation
duly organized, validly existing, and in good standing under the laws of the
jurisdiction of its incorporation.

(ii) Authorization of Transaction. The Seller has full
power and authority (including, if the Seller is a corporation, full corporate
power and authority) to execute and deliver this Agreement and to perform his or
its obligations hereunder. This Agreement constitutes the valid and legally
binding obligation of the Seller, enforceable in accordance with its terms and
conditions. The Seller need not give any notice to, make any filing with, or
obtain any authorization, consent, or approval of any government or governmental
agency in order to consummate the transactions contemplated by this
Agreement.

(iii) Noncontravention. Other than the liens
specifically identified in  3(a)(v) below, neither the execution and the
delivery of this Agreement, nor the consummation of the transactions
contemplated hereby, will (A) violate any constitution, statute, regulation,
rule, injunction, judgment, order, decree, ruling, charge, or other restriction
of any government, governmental agency, or court to which the Seller is subject
or, if the Seller is a corporation, any provision of its charter or bylaws or
(B) conflict with, result in a breach of, constitute a default under, result in
the acceleration of, create in any party the right to accelerate, terminate,
modify, or cancel, or require any notice under any agreement, contract, lease,
license, instrument, or other arrangement to which the Seller is a party or by
which it is bound or to which any of its assets is subject.

(iv) Brokers' Fees. The Seller has no liability or
obligation to pay any fees or commissions to any broker, finder, or agent with
respect to the transactions contemplated by this Agreement for which the Buyer
could become liable or obligated.

(v) Target Shares. The Seller holds of record and owns
beneficially 1,000 Target Shares, free and clear of any restrictions on transfer
(other than restrictions under the Securities Act and state securities laws),
taxes, Security Interests, options, warrants, purchase rights, contracts,
commitments, equities, claims, and demands.  The Seller is not a party to any
option, warrant, purchase right, or other contract or commitment that could
require the Seller to sell, transfer, or otherwise dispose of any capital stock
of the Target (other than this Agreement). The Seller is not a party to any
voting trust, proxy, or other agreement or understanding with respect to the
voting of any capital stock of the Target.  In addition to, and not by way of
limitation of the foregoing, Seller specifically warrants that it will deliver
the Target Shares free and clear of any liens held or purported to be held by
the Shaar Fund Ltd., SDK Investments, GSI Ventures, LLC, or Stephen King or any
Affiliate of any of them.

(b) Representations and Warranties of the Buyer. Buyer
represents and warrants to the Seller that the statements contained in this
 3(b) are correct and complete as of the date of this Agreement and will be
correct and complete as of the Closing Date (as though made then and as though
the Closing Date were substituted for the date of this Agreement throughout this
 3(b)), except as set forth herein.


(i) Authorization of Transaction. The Buyer has full
power and to execute and deliver this Agreement and to perform his obligations
hereunder. This Agreement constitutes the valid and legally binding obligation
of the Buyer, enforceable in accordance with its terms and conditions. The Buyer
need not give any notice to, make any filing with, or obtain any authorization,
consent, or approval of any government or governmental agency in order to
consummate the transactions contemplated by this Agreement.

(ii) Noncontravention, Neither the execution and the
delivery of this Agreement, nor the consummation of the transactions
contemplated hereby, will (A) violate any constitution, statute, regulation,
rule, injunction, judgment, order, decree, ruling, charge, or other restriction
of any government, governmental agency, or court to which the Buyer is subject
or any provision of its charter or bylaws or (B) conflict with, result in a
breach of, constitute a default under, result in the acceleration of, create in
any party the right to accelerate, terminate, modify, or cancel, or require any
notice under any agreement, contract, lease, license, instrument, or other
arrangement to which the Buyer is a party or by which it is bound or to which
any of its assets is subject.

(iii) Brokers' Fees. Buyer has no liability or
obligation to pay any fees or commissions to any broker, finder, or agent with
respect to the transactions contemplated by this Agreement for which any Seller
could become liable or obligated.

(iv) Investment. The Buyer is not acquiring the Target
Shares with a view to or for sale in connection with any distribution thereof
within the meaning of the Securities Act.

4. Representations and Warranties Concerning the
Target. Subject to the representations and warranties given by the Selling
Shareholders in Article IV of the 2000 Stock Purchase Agreement being correct in
all material respects, Seller makes the following Representations and
Warranties:

(a) Organization, Qualification, and Corporate Power.
Target is a corporation duly organized, validly existing, and in good standing
under the laws of the jurisdiction of its incorporation. 

(b) Capitalization. The entire authorized capital
stock of the Target consists of ten million (10,000,000) Target Shares, of which
one thousand (1,000) Target Shares are issued and outstanding. All of the issued
and outstanding Target Shares have been duly authorized, are validly issued,
fully paid, and nonassessable, and are held of record by. There are no
outstanding or authorized options, warrants, purchase rights, subscription
rights, conversion rights, exchange rights, or other contracts or commitments
that could require the Target to issue, sell, or otherwise cause to become
outstanding any of its capital stock. There are no outstanding or authorized
stock appreciation, phantom stock, profit participation, or similar rights with
respect to the Target.

(c) Title to Tangible Assets. The Target has good and
marketable title to, or a valid leasehold interest in, the material tangible
assets it uses regularly in the conduct of its business.

(d) Tax Matters.  Seller will be responsible for all
state and federal Income Tax Returns that Target is or was required to file
while the Seller owned Target through the Closing Date, and has or will pay all
Income Taxes owing, except where the failure to file Income Tax Returns or to
pay Income Taxes would not have a material adverse effect on the financial
condition of the Target taken as a whole.  Seller covenants that it will not
report in any Income Tax Return or related filing any allocation to Target of
items of income or expenses that is not reflected on the books as maintained by
Target for the time that Seller has been the owner of Target's shares, except to
the extent that such allocation is required by the Code or regulations
thereunder. 

(e) Real Property.  Target owns no real estate, and
leases its current office property from Buyer.

(f) Intellectual Property.  Seller has not transferred
any of the intellectual property held by Target when it was acquired by Seller
to any party.  Any Intellectual Property held by Seller as of the date of
acquisition of Target by Seller, unless it has expired, lapsed or otherwise been
terminated through no fault of Seller, remains the property of Target.  
(g) Contracts. Seller has not caused Target to enter
into any contract not signed by Tim McQuaid.

(h) Litigation. To the Knowledge of Seller, other than
the case of Law and Cerreta v. McQuaid and Fan Asylum, Inc. (Civ. Case No.
314245, San Francisco Superior Court) there is no instance in which the Target
(i) is subject to any outstanding injunction, judgment, order, decree, ruling,
or charge or (ii) is a party to any action, suit, proceeding, hearing, or
investigation of, in, or before any court or quasi-judicial or administrative
agency of any federal, state, local, or foreign jurisdiction, except where the
injunction, judgment, order, decree, ruling, action, suit, proceeding, hearing,
or investigation would not have a material adverse effect on the financial
condition of the Target taken as a whole.

(i) Disclaimer of other Representations and
Warranties. Except as expressly set forth in Sections 2(e), 3 and this
Section 4, the Seller make no representation or warranty, express or implied, at
law or in equity, in respect of the Target, its Subsidiaries, or any of their
respective assets, liabilities or operations, including, without limitation,
with respect to merchantability or fitness for any particular purpose, and any
such other representations or warranties are hereby expressly disclaimed. Buyer
hereby acknowledges and agrees that, except to the extent specifically set forth
in Section 3 and this Section 4, the Buyer is purchasing the Target shares on an
"as-is, where-is" basis.

5. Pre-Closing Covenants. The Parties agree as follows
with respect to the period between the execution of this Agreement and the
Closing.

(a) General. Each of the Parties will use his or its
reasonable best efforts to take all action and to do all things necessary in
order to consummate and make effective the transactions contemplated by this
Agreement (including satisfaction, but not waiver, of the closing conditions set
forth in  7 below).

(b) Exclusivity. Seller will not (and the Seller will
not cause or permit Target to) solicit, initiate, or encourage the submission of
any proposal or offer from any Person relating to the acquisition of all or
substantially all of the capital stock or assets of Target (including any
acquisition structured as a merger, consolidation, or share exchange);
provided, however, that the Seller, the Target, and their directors and
officers will remain free to participate in any discussions or negotiations
regarding, furnish any information with respect to, assist or participate in, or
facilitate in any other manner any effort or attempt by any Person to do or seek
any of the foregoing to the extent their fiduciary duties may require.

6. Post-Closing Covenants. The Parties agree as
follows with respect to the period following the Closing.

(a) General. In case at any time after the Closing any
further action is necessary to carry out the purposes of this Agreement, each of
the Parties will take such further action (including the execution and delivery
of such further instruments and documents) as any other Party reasonably may
request, all at the sole cost and expense of the requesting Party (unless the
requesting Party is entitled to indemnification therefor under  8 below).

(b) Litigation Support. In the event and for so long
as any Party actively is contesting or defending against any action, suit,
proceeding, hearing, investigation, charge, complaint, claim, or demand in
connection with (i) any transaction contemplated under this Agreement or (ii)
any fact, situation, circumstance, status, condition, activity, practice, plan,
occurrence, event, incident, action, failure to act, or transaction on or prior
to the Closing Date involving Target, each of the other Parties shall cooperate
with him or it and his or its counsel in the defense or contest, make available
their personnel, and provide such testimony and access to their books and
records as shall be necessary in connection with the defense or contest, all at
the sole cost and expense of the contesting or defending Party (unless the
contesting or defending Party is entitled to indemnification therefor under  8
below).

(c) Funding.  (i) Any capital (or funding of any kind)
advanced to Target by Seller on or after January 31, 2001 and through the date
of Close shall be reimbursed to Seller at Closing. (ii) Buyer commits to
providing a minimum of $200,000 in funding to Target within 90 days of
Closing.

	(d) Disbursements from Escrows. So long as all other
conditions of this Agreement are satisfied, Buyer and Seller covenant to execute
escrow instructions at Closing which pertain to the escrow held by the law firm
of Maslon Edelman Borman & Brand, LLP (the "Escrow Agent")
instructing the Escrow Agent to disburse $50,000 of $100,000 in its possession
to Seller and to hold the remaining $50,000 in accordance with this Section
6(d). Buyer shall thereafter cause Target to endeavor to secure a suitable fan
club contract with Aerosmith. Seller shall file a registration statement which
includes Buyer's 87,673 shares of PopMail.com, inc. described in sections 2(b)
and 2(e) above. If and only if a contract with Aerosmith is secured, and said
registration statement is filed, both to be consummated no later than 60 days
following the Closing, then Buyer and Seller covenant to execute further escrow
instructions  to the Escrow Agent instructing it to disburse the remaining
$50,000 of $100,000 in its possession to Seller. If either condition is not
satisfied within 60 days following the Closing, then the Escrow Agent shall
return the remaining $50,000 in funds in its possession to Buyer, and Buyer
shall have no further obligation 
to Seller.


7. Conditions to Obligation to Close.


(a) Conditions to Obligation of the Buyer. The
obligation of the Buyer to consummate the transactions to be performed by it in
connection with the Closing is subject to satisfaction of the following
conditions:

(i) the representations and warranties set forth in  3(a) and
 4 above shall be true and correct in all material respects at and as of the
Closing Date;

(ii) the Seller shall have performed and complied with all of
its covenants hereunder in all material respects through the Closing;

(iii) there shall not be any injunction, judgment, order,
decree, ruling, or charge in effect preventing consummation of any of the
transactions contemplated by this Agreement;

(iv) the Seller shall have delivered to the Buyer a
certificate to the effect that each of the conditions specified above in
 7(a)(i)-(iii) is satisfied in all respects; 

(v) all actions to be taken by the Seller in connection with
consummation of the transactions contemplated hereby and all certificates,
opinions, instruments, and other documents required to effect the transactions
contemplated hereby will be satisfactory in form and substance to the Buyer.

The Buyer may waive any condition specified in this  7(a) if
it executes a writing so stating at or prior to the Closing.

(b) Conditions to Obligation of the Seller. The
obligation of the Seller to consummate the transactions to be performed by them
in connection with the Closing is subject to satisfaction of the following
conditions:

(i) the representations and warranties set forth in  3(b)
above shall be true and correct in all material respects at and as of the
Closing Date;

(ii) the Buyer shall have performed and complied with all of
its covenants hereunder in all material respects through the Closing;

(iii) there shall not be any injunction, judgment, order,
decree, ruling, or charge in effect preventing consummation of any of the
transactions contemplated by this Agreement;

(iv) the Buyer shall have delivered to the Seller a
certificate to the effect that each of the conditions specified above in
 7(b)(i)-(iii) is satisfied in all respects;

(v) Seller's Board of Directors shall have approved and
Seller's secured lenders shall have approved and released all liens on Target
Stock and Target assets;

(vi) all actions to be taken by the Buyer in connection with
consummation of the transactions contemplated hereby and all certificates,
opinions, instruments, and other documents required to effect the transactions
contemplated hereby will be [reasonably] satisfactory in form and substance to
the Requisite Seller.

Seller may waive any condition specified in this  7(b) if it
executes a writing so stating at or prior to the Closing.
8. Survival of Representations and Warranties.


Other than as set forth in  4(d) and in  4(f) above, none of
the representations and warranties of the Seller contained in  4 above shall
survive the Closing hereunder. All of the representations and warranties of the
Parties contained in  3 above shall survive the Closing (unless the damaged
Party knew or had reason to know of any misrepresentation or breach of warranty
at the time of Closing) and continue in full force and effect forever thereafter
(subject to any applicable statutes of limitations).

9. Termination.


(a) Termination of Agreement. Certain of the Parties
may terminate this Agreement as provided below:

(i) Buyer and Seller may terminate this Agreement by mutual
written consent at any time prior to the Closing;

(ii) the Buyer may terminate this Agreement by giving written
notice to Seller at any time prior to the Closing in the event (A) Seller has
given the Buyer any notice pursuant to this Agreement above and (B) the
development that is the subject of the notice has had a material adverse effect
upon the financial condition of the Target taken as a whole;

(iii) the Buyer may terminate this Agreement by giving
written notice to Seller at any time prior to the Closing (A) in the event
Seller has breached any material representation, warranty, or covenant contained
in this Agreement (other than the representations and warranties in  4 above) in
any material respect, the Buyer has notified Seller of the breach, and the
breach has continued without cure for a period of 15 days after the notice of
breach or (B) if the Closing shall not have occurred on or before February 15,
2001, (unless the failure results primarily from the Buyer itself breaching any
representation, warranty, or covenant contained in this Agreement); and

(iv) Seller may terminate this Agreement by giving written
notice to the Buyer at any time prior to the Closing (A) in the event the Buyer
has breached any material representation, warranty, or covenant contained in
this Agreement in any material respect, any of the Seller has notified the Buyer
of the breach, and the breach has continued without cure for a period of 15 days
after the notice of breach or (B) if the Closing shall not have occurred on or
before February 15, 2001, (unless the failure results primarily from Seller
breaching any representation, warranty, or covenant contained in this
Agreement).

(b) Effect of Termination. If any Party terminates
this Agreement pursuant to  9(a) above, all rights and obligations of the
Parties hereunder shall terminate without any liability of any Party to any
other Party (except for any liability of any Party then in breach); provided,
however, that the confidentiality provisions contained herein shall survive
termination.

10. Miscellaneous.


(a) Press Releases and Public Announcements. No Party
shall issue any press release or make any public announcement relating to the
subject matter of this Agreement without the prior written approval of the Buyer
and Seller; provided, however, that any Party may make any public
disclosure it believes in good faith is required by applicable law or any
listing or trading agreement concerning its publicly-traded securities (in which
case the disclosing Party will use its best efforts to advise the other Parties
prior to making the disclosure).

(b) No Third-Party Beneficiaries. This Agreement shall
not confer any rights or remedies upon any Person other than the Parties and
their respective successors and permitted assigns.

(c) Entire Agreement. This Agreement (including the
documents referred to herein) constitutes the entire agreement among the Parties
and supersedes any prior understandings, agreements, or representations by or
among the Parties, written or oral, to the extent they have related in any way
to the subject matter hereof.

(d) Succession and Assignment. This Agreement shall be
binding upon and inure to the benefit of the Parties named herein and their
respective successors and permitted assigns. No Party may assign either this
Agreement or any of his or its rights, interests, or obligations hereunder
without the prior written approval of the Buyer and Seller; provided,
however, that the Buyer may (i) assign any or all of its rights and
interests hereunder to one or more of its Affiliates and (ii) designate one or
more of its Affiliates to perform its obligations hereunder (in any or all of
which cases the Buyer nonetheless shall remain responsible for the performance
of all of its obligations hereunder).

(e) Counterparts. This Agreement may be executed in
one or more counterparts, each of which shall be deemed an original but all of
which together will constitute one and the same instrument.

(f) Headings. The section headings contained in this
Agreement are inserted for convenience only and shall not affect in any way the
meaning or interpretation of this Agreement.

(g) Notices. All notices, requests, demands, claims,
and other communications hereunder will be in writing. Any notice, request,
demand, claim, or other communication hereunder shall be deemed duly given if
(and then two business days after) it is sent by registered or certified mail,
return receipt requested, postage prepaid, and addressed to the intended
recipient as set forth below:

If to the Seller:		Copy to:


	PopMail.com, inc.		Maslon, Edelman, Borman &
Brand
	Attn:  Stephen Spohn	Attn:  William Mower
	1333 Corporate Drive	3300 Norwest Center
	Suite 350				Minneapolis, Minnesota 55402
	Irving, Texas 75038


If to the Buyer:
Fan Asylum, Inc.
Attn: Tim McQuaid
1250 Folsom Street
San Francisco, CA 94103

Copy to:
	McQuaid, Metzler, Bedford & Van Zandt, LLP
	Attn: J. Dennis McQuaid, Esq.
	221 Main Street, 16th Floor
	San Francisco, CA 94105

Any Party may send any notice, request, demand, claim, or
other communication hereunder to the intended recipient at the address set forth
above using any other means (including personal delivery, expedited courier,
messenger service, telecopy, telex, ordinary mail, or electronic mail), but no
such notice, request, demand, claim, or other communication shall be deemed to
have been duly given unless and until it actually is received by the intended
recipient. Any Party may change the address to which notices, requests, demands,
claims, and other communications hereunder are to be delivered by giving the
other Parties notice in the manner herein set forth.

(h) Governing Law. This Agreement shall be governed by and
construed in accordance with the domestic laws of the State of California
without giving effect to any choice or conflict of law provision or rule
(whether of the State of California or any other jurisdiction) that would cause
the application of the laws of any jurisdiction other than the State of
California.


(i) Amendments and Waivers. No amendment of any
provision of this Agreement shall be valid unless the same shall be in writing
and signed by the Buyer and Seller. No waiver by any Party of any default,
misrepresentation, or breach of warranty or covenant hereunder, whether
intentional or not, shall be deemed to extend to any prior or subsequent
default, misrepresentation, or breach of warranty or covenant hereunder or
affect in any way any rights arising by virtue of any prior or subsequent such
occurrence.

(j) Severability. Any term or provision of this
Agreement that is invalid or unenforceable in any situation in any jurisdiction
shall not affect the validity or enforceability of the remaining terms and
provisions hereof or the validity or enforceability of the offending term or
provision in any other situation or in any other jurisdiction.

(k) Expenses. Each of the Buyer, the Target, and the
Seller will bear its own costs and expenses (including legal fees and expenses)
incurred in connection with this Agreement and the transactions contemplated
hereby. 

(l) Construction. The Parties have participated
jointly in the negotiation and drafting of this Agreement. In the event an
ambiguity or question of intent or interpretation arises, this Agreement shall
be construed as if drafted jointly by the Parties and no presumption or burden
of proof shall arise favoring or disfavoring any Party by virtue of the
authorship of any of the provisions of this Agreement.  Any reference to any
federal, state, local, or foreign statute or law shall be deemed also to refer
to all rules and regulations promulgated thereunder, unless the context requires
otherwise. The word "including" shall mean including without limitation.

(m) Incorporation of Exhibits, Annexes, and Schedules.
The Exhibits, Annexes, and Schedules identified in this Agreement are
incorporated herein by reference and made a part hereof.

IN WITNESS WHEREOF, the Parties hereto have executed this
Agreement as of the date first above written.


PopMail.com, inc. 		PopMail.com, inc.		
Stephen J. Spohn, Secretary		Stephen J. Spohn, C.F.O.




By: ________________________		By: _______________________




TIM McQUAID




By: __________________________	



















EX-10.64
36
exh1064.htm
EXHIBIT











Exhibit 10.64

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE
SECURITIES LAWS OF CERTAIN STATES.  THESE SECURITIES ARE SUBJECT TO RESTRICTIONS
ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM.  HOLDERS SHOULD BE AWARE THAT THEY MAY BE
REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD
OF TIME.  THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN
FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED
TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE
SECURITIES LAWS.
PROMISSORY NOTE
$100,000.00		March 2, 2001
Minneapolis, MN
Subject to the terms and conditions of this Note, for good and valuable
consideration received in the form of fifty thousand dollars ($50,000) on March
2, 2001 and fifty thousand dollars ($50,000) on February 1, 2001, PopMail.com,
Inc., a Minnesota corporation (the "Company"), promises to pay to the
order of The Shaar Fund Ltd. (the "Holder"), the principal amount of
one hundred thousand dollars ($100,000.00), plus simple interest accrued on
unpaid principal from the date of this Note until paid at the rate of twelve
percent (12%) per annum, payable on demand.
The following is a statement of the rights of the Holder and the terms and
conditions to which this Note is subject, and to which the Holder hereof, by the
acceptance of this Note, agrees.  Neither Holder, its principals or affiliates
have any other obligations, liabilities or responsibilities to the Company
except as expressly set forth in this Note or as may otherwise be agreed to in
writing by the parties.
Payment.  The principal and accrued interest under this Note will be
paid to the Holder within five (5) days of demand by the Holder (the
"Maturity Date").  All payments of principal and/or interest under
this Note will be made by mail to the address of record of the Holder.

Events of Default.  If the Company defaults in the payment of any part
of the principal or interest of this Note when due and payable, and if such
default is not cured by the Company within five (5) business days after the
Holder has given the Company written notice of such default, then the Holder may
declare the entire unpaid principal and accrued interest on this Note
immediately due and payable, by notice in writing to the Company, without any
other presentment, demand, protest or other notice of any kind or character, all
of which are hereby expressly waived, anything herein to the contrary
notwithstanding.  
Assignment.  The rights and obligations of the Company and the Holder
will be binding upon and inure to the benefit of the successors, assigns, heirs,
administrators and transferees of the parties.  The Company may not assign this
Note without the express written consent of Holder. 
Waiver and Amendment.  Any provision of this Note may be amended,
waived or modified upon the written consent of the Company and the Holder.
Notices.  Any notice, request or other communication required or
permitted hereunder will be in writing and shall be deemed to have been duly
given if delivered (i) personally or telephonically (including by
facsimile), (ii) by email (if receipt thereof is confirmed by a separate message
delivered by the recipient to the sender), (iii) by courier, or (iv) mailed
by registered or certified mail, postage prepaid, at the respective addresses of
the parties as set forth herein.  Notice to the Holder shall be provided to: The
Shaar Fund Ltd., c/o Levinson Capital Management, Attention: Samuel Levinson, 2
World Trade Center, Suite 1820, New York, NY 10048.  Any party hereto may by
notice so given change its address for future notice under this Note.  Notice
will conclusively be deemed to have been given when personally delivered or when
deposited in the mail or delivered to a courier, or when sent by email following
confirmation in the manner set forth above and will be deemed to have been
received when delivered.  
Governing Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of Minnesota, excluding that body of law
relating to conflict of laws.
Headings.  All headings used herein are used for convenience only and
will not be used to construe or interpret this Note.  
IN WITNESS WHEREOF, the parties have caused this Note to be issued on March
2, 2001.
"COMPANY":
PopMail.com, Inc.


By: 		Stephen J. Spohn
Title: 		CFO
Address: 	PopMail.com, Inc.
		1333 Corporate Drive, Suite 350
		Irving, TX 75038


















EX-10.65
37
exh1065.htm
EXHIBIT













Exhibit 10.65


THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE
SECURITIES LAWS OF CERTAIN STATES.  THESE SECURITIES ARE SUBJECT TO RESTRICTIONS
ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM.  HOLDERS SHOULD BE AWARE THAT THEY MAY BE
REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD
OF TIME.  THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN
FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED
TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE
SECURITIES LAWS.
PROMISSORY NOTE
$80,000.00		March 13, 2001
Minneapolis, MN
Subject to the terms and conditions of this Note, for good and valuable
consideration received in the form of fifty thousand dollars ($50,000) on March
13, 2001 and thirty thousand dollars ($30,000) on March 16, 2001, PopMail.com,
Inc., a Minnesota corporation (the "Company"), promises to pay to the
order of The Shaar Fund Ltd. (the "Holder"), the principal amount of
eighty thousand dollars ($80,000.00), plus simple interest accrued on unpaid
principal from the date of this Note until paid at the rate of twelve
percent (12%) per annum, payable on demand.
The following is a statement of the rights of the Holder and the terms and
conditions to which this Note is subject, and to which the Holder hereof, by the
acceptance of this Note, agrees.  Neither Holder, its principals or affiliates
have any other obligations, liabilities or responsibilities to the Company
except as expressly set forth in this Note or as may otherwise be agreed to in
writing by the parties.
Payment.  The principal and accrued interest under this Note will be
paid to the Holder within five (5) days of demand by the Holder (the
"Maturity Date").  All payments of principal and/or interest under
this Note will be made by mail to the address of record of the Holder.

Events of Default.  If the Company defaults in the payment of any part
of the principal or interest of this Note when due and payable, and if such
default is not cured by the Company within five (5) business days after the
Holder has given the Company written notice of such default, then the Holder may
declare the entire unpaid principal and accrued interest on this Note
immediately due and payable, by notice in writing to the Company, without any
other presentment, demand, protest or other notice of any kind or character, all
of which are hereby expressly waived, anything herein to the contrary
notwithstanding.  
Assignment.  The rights and obligations of the Company and the Holder
will be binding upon and inure to the benefit of the successors, assigns, heirs,
administrators and transferees of the parties.  The Company may not assign this
Note without the express written consent of Holder.
Waiver and Amendment.  Any provision of this Note may be amended,
waived or modified upon the written consent of the Company and the Holder.
Notices.  Any notice, request or other communication required or
permitted hereunder will be in writing and shall be deemed to have been duly
given if delivered (i) personally or telephonically (including by
facsimile), (ii) by email (if receipt thereof is confirmed by a separate message
delivered by the recipient to the sender), (iii) by courier, or (iv) mailed
by registered or certified mail, postage prepaid, at the respective addresses of
the parties as set forth herein.  Notice to the Holder shall be provided to: The
Shaar Fund Ltd., c/o Levinson Capital Management, Attention: Samuel Levinson, 2
World Trade Center, Suite 1820, New York, NY 10048.  Any party hereto may by
notice so given change its address for future notice under this Note.  Notice
will conclusively be deemed to have been given when personally delivered or when
deposited in the mail or delivered to a courier, or when sent by email following
confirmation in the manner set forth above and will be deemed to have been
received when delivered.
Governing Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of Minnesota, excluding that body of law
relating to conflict of laws.
Headings.  All headings used herein are used for convenience only and
will not be used to construe or interpret this Note.  
IN WITNESS WHEREOF, the parties have caused this Note to be issued on March
13, 2001.
"COMPANY":
PopMail.com, Inc.


By: 		Stephen J. Spohn
Title: 		CFO
Address:	PopMail.com, Inc.
		1333 Corporate Drive, Suite 350
		Irving, TX 75038



















EX-10.66
38
exh1066.htm
EXHIBIT











Exhibit 10.66
INTERCREDITOR AND
SUBORDINATION AGREEMENT
	THIS INTERCREDITOR AND SUBORDINATION AGREEMENT (the
"Intercreditor Agreement") is made as of this ___ day of __________, 2001, by
and between GSI VENTURES, LLC, an Ohio limited liability company ("GSI"),
THE SHAAR FUND LTD. ("Shaar"), GREAT WESTERN BUSINESS SERVICES,
INC. ("GWBS"), a Texas corporation and FAIRVIEW PARTNERS, an Ohio
general partnership ("Fairview")(each individually a "Lender" and collectively
the "Lenders").


RECITALS:

	WHEREAS, Popmail.com, Inc., a Minnesota corporation (the
"Borrower"), is engaged in the business of (i) internet commerce and (ii) the
ownership and operation of two Café Odyssey restaurants located at 320
South Avenue, Mall of America, Bloomington, Minnesota 55425 (the "MOA
Restaurant") and at 500 16th Street, Suite 350, Denver, Colorado 80202 (the
"Denver Restaurant") (collectively, the MOA Restaurant and the Denver Restaurant
are referred to herein as the "Restaurant Operations"), which the MOA Restaurant
has been or will be purchased by SDK AD, LLC, an Ohio limited liability company,
and which the Denver Restaurant has been or will be purchased by SD KINGDM, LLC,
an Ohio limited liability company;

	WHEREAS, the Borrower and GSI are parties to that certain
Loan Agreement dated December 1, 2000, as amended pursuant to the Amendment No.
1 to the Loan Agreement dated December 8, 2000, Amendment No. 2 to the Loan
Agreement and Notes dated February 8, 2001 and other related agreements, all as
may be amended further from time to time (collectively, the "GSI Loan
Documents"), pursuant to which GSI has issued or will issue loans to Borrower in
the aggregate original principal amount of up to Four Million Dollars
($4,000,000) (the "GSI Debt").  Pursuant to the GSI Loan Documents, Borrower has
granted GSI a security interest in all of Borrower's assets related to the
Restaurant Operations (the "Collateral") and a security interest in all other
assets of the Borrower excluding the Restaurant Operations (the "Other
Collateral");

	WHEREAS, Borrower and GWBS have agreed to enter into a
certain Promissory Note to be dated  on or about February __, 2001 (the
"GWBS/Popmail Note"), GWBS and SDK AD, LLC have agreed to enter into a certain
Promissory Note to be dated of even date with the GWBS/Popmail Note, and GWBS
and SDKINGDM, LLC have agreed to enter into a certain Promissory Note to be
dated of even date with the GWBS/Popmail Note, and other related documents
thereto, all as may be amended further from time to time (collectively, the
"GWBS Loan Documents") pursuant to which Borrower, SDK AD, LLC and SDKINGDM, LLC
will be obligated to pay GWBS an aggregate principal amount for all three notes
of Eight Hundred Seventeen Thousand Dollars ($817,000.00) (the "GWBS Debt").
Pursuant to the GWBS Loan Documents, Borrower, SDK AD, LLC and SDKINGDM, LLC
have granted or will grant GWBS a security interest in the Collateral;

	WHEREAS, Borrower and Shaar are parties to that certain
Loan Agreement dated December 20, 2000 and other related agreements, all as may
be amended further from time to time (collectively, the "Shaar Loan Documents")
pursuant to which Shaar has issued a loan to Borrower in the original principal
amount of Two Hundred Thousand Dollars ($200,000) (the "Shaar Debt").  Pursuant
to the Shaar Loan Agreement, Borrower has granted Shaar a security interest in
the Collateral and the Other Collateral;

	WHEREAS, Borrower and Fairview are parties to that
certain Loan Agreement dated August 24, 1999, as amended pursuant to the
Amendment To Loan Documents and Agreement dated October 30, 2000 and other
related agreements (including the Assignment, Assumption and Modification
Agreement entered into or to be entered into between Fairview  SDK AD, LLC
("SDKAD"), SDKINGDM, LLC ("SDKINGDM") and Popmail.com, inc. concerning the
Fairview Debt (the "Fairview Agreement")), all as may be amended further from
time to time (collectively the "Fairview Loan Documents") pursuant to which
Fairview has issued a loan to Borrower in the original principal amount of Two
Million Dollars ($2,000,000) with a current outstanding principal balance of One
Million Five-Hundred Thousand Dollars ($1,500,000) (the "Fairview Debt").
Pursuant to the Fairview Loan Documents, Borrower has granted Fairview a
security interest in the Collateral (the GSI Loan Documents, GWBS Loan
Documents, Shaar Loan Documents and Fairview Loan Documents are sometimes
collectively referred to herein as the "Loan Documents") (the GSI Debt, GWBS
Debt and the Shaar Debt are sometimes collectively referred to as the
"Subordinate Debt" and GSI, GWBS and Shaar are sometimes collectively referred
to as "Subordinate Lenders" or individually as a "Subordinate Lender"); and

	WHEREAS, GSI, GWBS, Shaar and Fairview, each as a
creditor of Borrower, desire to enter into this Intercreditor Agreement for
purposes of setting forth the relative rights and interests of each party in and
to the collateral pledged by Borrower.

	NOW, THEREFORE, in consideration of the foregoing
Recitals, which are hereby incorporated herein as if fully set forth below, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:

	1. Subordination and Intercreditor Provisions.
	1.1 Subordination.  Subject to Section 1.3 of this
Intercreditor Agreement, each of the Subordinate Lenders agree that each
Subordinate Lender's right to receive scheduled payments of principal and/or
interest under their respective Loan Documents shall be subordinate and junior
to Fairview's right to receive scheduled payments of principal and/or interest
under the Fairview Loan Documents until such time as the Fairview Debt is repaid
in full.
	1.2 Insolvency, Etc.

	(a) Subject to Section 1.3 of
this Intercreditor Agreement, in the event of any insolvency, bankruptcy,
receivership, liquidation, reorganization or other similar proceedings
(collectively, "Bankruptcy Proceedings") relative to the Borrower or to the
Collateral, or in the event of any proceedings for voluntary liquidation,
dissolution or other winding up of the Borrower, whether or not involving
insolvency or bankruptcy, Fairview shall be entitled in any such proceedings to
receive payment from the sale or other distribution of the Collateral on account
of the Fairview Debt before the Subordinate Lenders are entitled in any such
proceedings to receive any payment on account of the Subordinate Debt from the
sale or other distribution of the Collateral, and to that end in any such
proceedings any payment or distribution of any kind or character of the
Collateral, whether in cash or in other property, to which the Subordinate
Lenders would be entitled but for the provisions hereof, shall be delivered to
Fairview to the extent necessary to make payment in full in cash of all Fairview
Debt remaining unpaid.

(b) The Subordinate Lenders at the request of Fairview shall
in any proceedings described in Section 00, in the name of Fairview, file
claims, proofs of claims and other instruments of similar character necessary to
enforce the obligations of the Borrower in respect of the Subordinate Debt.  In
the event that any Subordinate Lender shall fail to take such action within five
business days upon request by Fairview, Fairview may, on behalf of such
Subordinate Lender, demand, sue for, collect and receive any and all such monies
or other assets and give acquittance therefor, file any claim, proof of claim or
other instrument of similar character, and take such other action (in its own
name or in the name of such Subordinate Lender) as Fairview may reasonably deem
necessary or advisable for enforcement of the obligations of the Borrower in
respect of the Subordinate Debt; provided that, Fairview shall have no right to
take any action in the name of any Subordinate Lender related to the Other
Collateral.
	1.3 Other Collateral; Conversion Rights.  
 (a) 	Notwithstanding anything to the contrary in this
Intercreditor Agreement, nothing in this Intercreditor Agreement shall impair
the rights of the Subordinate Lenders to take any and all action to enforce
their respective rights in, or receive payments or distributions on account of a
sale or other disposition of the Other Collateral; provided,
however, the Subordinate Lenders shall not take any action to enforce
their respective rights in the Other Collateral that would have a material
adverse effect on the Collateral; provided further, that any
actions taken by a Subordinate Lender to enforce its rights on Other Collateral
that is not owned or in the possession of the holder of the Collateral shall be
deemed to not cause a material adverse effect on the Collateral.

(b) 	In the event of any Bankruptcy Proceedings relative
to the Borrower or the Other Collateral, or in the event of any proceedings for
voluntary liquidation, dissolution or other winding up of the Borrower, whether
or not involving insolvency or bankruptcy, GSI and Shaar shall be entitled in
any such proceedings to receive payment, on a pro rata basis from the sale or
other distribution of the Other Collateral on account of GSI Debt and Shaar Debt
before Fairview and GWBS are entitled in any such proceedings to receive any
payment on account of the Fairview Debt and GWBS Debt from the sale or other
distribution of the Other Collateral, and to that end in any such proceedings
any payment or distribution of any kind or character of the Other Collateral,
whether in cash or in other property, to which Fairview or GWBS would be
entitled but for the provisions hereof, shall be delivered to GSI and Shaar to
the extent necessary to make payment in full in cash of all GSI Debt and Shaar
Debt remaining unpaid.



(c) 	Notwithstanding anything to the contrary in this
Intercreditor Agreement, the Subordinate Lenders are permitted at any time to
exercise their rights to convert any of the Subordinate Debt into the common
stock of Borrower or accept any prepayments or payments on the Subordinate Debt
that are made with the Borrower's common stock or other equity securities of
Borrower.



	2. Security Interests;
Priority.
	2.1 Notwithstanding any conflicting terms or conditions
which may be contained in any of the Loan Documents, the time of filing or
renewal of any financing statement, the time of attachment of any security
interest or any other priority provided by law: (a) the security interests upon
the Collateral evidenced by the Fairview Loan Documents shall have priority over
all other security interests upon the Collateral evidenced by the Loan
Documents;  (b) the security interests upon the Collateral of GWBS evidenced by
the GWBS Loan Documents shall have priority over all other security interests
upon the Collateral evidenced by the Loan Documents, except those evidenced by
the Fairview Loan Documents; and (c) the security interests upon the Collateral
of GSI and Shaar shall be subordinate to all security interests evidenced by the
Fairview Loan Documents and GWBS Loan Documents and shall be pari passu with
respect to each other as evidenced by that certain Intercreditor Agreement
between GSI and Shaar dated December 21, 2000 (the "GSI/Shaar Intercreditor
Agreement").  Notwithstanding anything to the contrary herein, this
Intercreditor Agreement shall not affect the rights and obligations between
Shaar and GSI as set forth in the GSI/Shaar Intercreditor Agreement.
	2.2 Each Lender shall be solely responsible for
perfecting and maintaining the perfection of its security interests in and to
each item constituting the Collateral in which such Lender has been granted a
security interest.  The provisions of this Intercreditor Agreement are intended
solely to govern the respective lien priorities as between the Lenders and,
except as set forth herein, shall not impose on any Lender any obligations in
respect of the disposition of proceeds of foreclosure on any Collateral which
would conflict with prior perfected claims therein in favor of any other person
or any order or decree of any court or governmental authority or any applicable
law.  Notwithstanding anything to the contrary herein, the relative priority
arrangements set forth in this Intercreditor Agreement are expressly conditioned
on the non-avoidability and perfection of the security interests and/or liens
evidenced by the Loan Documents and if the security interests and/or liens
evidenced by the Loan Documents are not perfected or are voidable for any
reason, then such relative priority arrangements set forth herein shall not be
effective to the extent of any such avoidability or non-perfection;
provided, however, that this condition shall be null and void and
of no effect if at any time any Lender shall directly or indirectly take any
action to contest or challenge the validity, legality, enforceability,
perfection, priority or avoidability of any other Lender's loans or documents or
any of the security interests and/or liens of any other Lender in any of the
Collateral or if such action is taken by SDKAD or SDKINGDM while Fairview is the
manager of either such entity.
	2.3 The lien priorities provided in this Section 0 shall
not be altered or otherwise affected by any amendment, modification, supplement,
extension, renewal, restatement or refinancing of any indebtedness evidenced by
any of the Loan Documents.  The respective rights and priorities of each Lender
in any assets of the Borrower not specified herein shall not be affected in any
way by this Intercreditor Agreement.
	3. Default Under the Loan Documents.

	3.1 In the event that Borrower shall cause or permit
to occur an event of default under any of the Loan Documents, such Lender that
is a party to any such Loan Document (a "Notifying Lender") will, upon becoming
aware of the existence of such event of default, use its best efforts to notify
all other Lenders of the existence of such event of default.  Receipt by any
Lender of such a notice of default shall not cause any Lender to be obligated to
cure any such default.  Failure of a Notifying Lender to provide such notice of
default shall not result in any liability to any Lender in the absence of gross
negligence or willful misconduct.  Upon receiving notice from a Notifying Lender
of an event of default for failure to pay monies due and owing to any Lender
under any Loan Document, any Lender may, but is not required to, cure such
payment default on behalf of Borrower within ten (10) business days of receiving
notice of the payment default from a Notifying Lender.  During such ten (10)
business day period, if any Lender cures such payment default, Lenders shall not
take any action against Borrower with respect to such default.  In the event
that any Lender elects to cure such payment default, any amount such Lender pays
to any other Lender to cure Borrower's payment default shall be considered a
portion of Borrower's indebtedness to such Lender.
	3.2 In the event that a default or an event of default
exists with respect to any of the Loan Documents, the applicable Lender may,
after providing written notice of such default to all other Lenders and subject
to the provisions of this Intercreditor Agreement, take any action it deems
appropriate to enforce its rights and remedies under the Loan Documents and its
security interests in or liens on, or exercise any other rights or remedies to
foreclose or otherwise realize upon, any of the Collateral.
	3.3 In the event Borrower defaults on its obligations to
any Lender and, as a result, any Lender undertakes to enforce its security
interest in the Collateral, each Lender agrees that it will not hinder, delay or
otherwise prevent such Lender from taking any and all action which such Lender
deems necessary to enforce its security interest in said Collateral and to
realize thereon.  Lenders agree that, to the extent any Lender receives any
proceeds directly from any bank account, any account debtor or from the sale of
any Collateral, then such Lender shall distribute such proceeds in accordance
with the terms of this Intercreditor Agreement.  To the extent that any Lender
retains any Collateral pursuant to its respective rights as a secured party,
such Collateral shall be divided among the Lenders in accordance with the terms
of this Intercreditor Agreement. 
	4. Standstill.  (a) Notwithstanding anything to
the contrary in Section 3.3, or the rights of any Lender under applicable law or
any provision of the Loan Documents to the contrary, each Subordinate Lender
hereby covenants that it shall not: 

(i)	(A) accelerate payment of any indebtedness or any
portion thereof under the Loan Documents, or  (B) take any other action to
enforce its rights under the Loan Documents, until the earlier of 60 days
following the effective date hereof or the execution of the Fairview Agreement;
provided that, each Lender may take any action to enforce its
rights under the Loan Documents during such 60-day period in the event that a
creditor of the Borrower who is not a party to this Agreement takes any action
or provides notice to a Lender of its intent to take any action against Borrower
to enforce its rights against the Borrower; and
(ii) 	take any action to enforce their respective rights
in, or receive payments or distributions on account of a sale or other
disposition of the Collateral upon an event of default under a Subordinate
Lender's Loan Documents so long as:







(A) 	the Fairview Debt is outstanding; and 




(B) 	(1) the Borrower, its guarantors or assigns are not
in default on the Fairview Loan Documents, or (2) in the event that the
Borrower, its guarantors or assigns are in default on the Fairview Loan
Documents, Fairview has either taken no action  to enforce its rights under the
Fairview Loan Documents or the only action it takes is to take over as manager
of SDKAD and/or SDKINGDM pursuant to its rights under the Fairview Loan
Documents; 



provided that, nothing herein shall impair the
rights of the Subordinate Lenders to take any and all action to enforce their
respective rights in the Other Collateral pursuant to Section 1.3(a) of this
Agreement. 







Notwithstanding anything to the contrary in Section 3.3,
or the rights of any Lender under applicable law or any provision of the Loan
Documents to the contrary, Fairview hereby covenants that it shall not:


accelerate payment of any indebtedness or any portion
thereof under the Fairview Loan Documents, or  (B) take any other action to
enforce its rights under the Fairview Loan Documents, until the earlier of 60
days following the effective date hereof or the execution of the Fairview
Agreement; provided that, Fairview may take any action to enforce
its rights under the Loan Documents during such period in the event that a
creditor of the Borrower who is not a party to this Agreement takes any action
or provides notice to Fairview of its intent to take any action against Borrower
to enforce its rights against the Borrower; and






(ii) 	take any action to enforce its rights in, or receive
payments or distributions on account of a sale or other disposition of the
Collateral upon an event of default of Popmail.com, inc. under the Fairview Loan
Documents so long as (A) an event of default by SDKAD or SDKINGDM (as assignees
of the Fairview Debt) has not occurred, and (B) if such event of default of
Popmail.com, inc. is due to a failure to make payments when due, SDKAD and
SDKINGDM assume the balance of the Fairview Debt not assumed by them under the
Fairview Agreement within the applicable time period provided for in the
Fairview Agreement.

		(c) 	Notwithstanding anything to the contrary in
this Section 4, but subject to Section 1.2, in the event of any Bankruptcy
Proceeding relative to SDKAD, SDKINGDM or the Collateral, or in the event of any
proceedings for voluntary liquidation, dissolution or other winding up of SDKAD
or SDKINGDM, whether or not involving insolvency or bankruptcy, the Subordinate
Lenders may take any and all action to enforce their respective rights under
their respective Loan Documents.

	5. Prepayments.  Subject to Section 1.3
of this Intercreditor Agreement, without the prior written consent of Fairview,
no Subordinate Lender shall be entitled to receive or retain any optional
prepayment (in cash, property, by set-off or otherwise) of or on account of any
Subordinate Debt.  

	6. Turn-Over of Payments Received.  In the
event that the Borrower shall make any payment on the Subordinate Debt which the
holders thereof are not permitted to receive and retain pursuant to the terms of
this Agreement, such payment shall be held in trust for the benefit of, and
shall be paid over promptly on demand to, Fairview for application to the
payment of all Fairview Debt remaining unpaid until the same shall have been
paid in full in cash, after giving effect to any concurrent payment or
distribution to Fairview.  No such payments or distributions to Fairview by any
Subordinate Lender shall be deemed to discharge any of such Subordinate
Debt.

	7. Representations and Warranties.  As a
material inducement to each other Lender to enter into this Intercreditor
Agreement, each Lender hereby represents and warrants to each other Lender that
the following are true and correct as of the date hereof and shall remain true
and correct so long as this Intercreditor Agreement is in effect:

	7.1 the execution, delivery and performance of this
Intercreditor Agreement has been duly authorized by such Lender and does not
contravene any law, any provision of the Loan Documents or any agreement to
which such Lender is a party or by which it is bound;
	7.2 this Intercreditor Agreement constitutes the legal,
valid and binding obligation of such Lender and is binding and enforceable in
accordance with its terms; and
	7.3 the Loan Documents to which such Lender is a party
are in the form of the copies thereof made available to each Lender, and no
amendment, waiver or modification thereof shall be permitted without the written
consent of all other Lenders, which shall not be unreasonably withheld or
delayed.
	8. Term; Default.  

	8.1 This Intercreditor Agreement shall continue for
so long as any Lender has a security interest in the Collateral.  This
Intercreditor Agreement shall remain in full force and effect notwithstanding
the filing of a petition for relief by or against Borrower under the United
States Bankruptcy Code. 



8.2	Nothing contained herein, or in any prior agreement or
understanding, shall be deemed to create any duty on the part of any Lender to
extend or continue financial accommodations to Borrower.



8.3	Notwithstanding anything to the contrary in the Loan
Documents or this Intercreditor Agreement, Lenders acknowledge and agree that
any additional indebtedness up to $4,000,000 of Borrower under the GSI Loan
Documents and additional indebtedness up to $500,000 of Borrower under the
Fairview Loan Documents shall not be considered an event of default or breach of
this Intercreditor Agreement or the Loan Documents and Borrower shall not be
required to obtain the consent of the Lenders to enter into any such
indebtedness; provided, however, such additional indebtedness
shall be subject to the terms of this Intercreditor Agreement.  The additional
indebtedness of  up to $500,000 under the Fairview Loan Documents shall be
considered as part of the Fairview Debt for purposes of this Agreement.
8.4	Notwithstanding anything to the contrary in the Loan
Documents or this Intercreditor Agreement, Lenders hereby consent to the
purchase by SDK AD, LLC, an Ohio limited liability company, from the Borrower of
the Collateral associated with the MOA Restaurant and the purchase by SD KINGDM,
LLC, an Ohio limited liability company, from the Borrower of the Collateral
associated with the Denver Restaurant, and hereby waive any default under each
Lender's Loan Documents that such a sale of the Collateral may create;
provided, however, Borrower shall provide five (5) business days
prior written notice to each Lender and shall cause SDK AD, LLC and SD KINGDM,
LLC to execute any and all documents deemed necessary by any Lender to continue
and maintain the Collateral and Lender's lien position in the Collateral,
including but not limited to filing all appropriate UCC's which shall have the
same priority as set forth herein.  The Collateral shall continue to be subject
to the terms and conditions of this Intercreditor Agreement.
	9. Miscellaneous.
	9.1 Neither of the parties
hereto, nor any of their managers, members, officers, agents or employees, shall
be responsible to any other party hereto or to any other person for: (a)
Borrower's solvency, financial condition or ability to repay its indebtedness to
any party hereto; (b) any oral or written statements of Borrower; or (c) the
validity, sufficiency or enforceability of any indebtedness, any agreements or
documents or the security interests and liens granted by Borrower to any party
hereto. Each party hereto has entered into its respective agreements, documents
and financing agreements with Borrower based upon its own independent
investigation, and makes no warranty or representation to any other party
hereto, with respect to the matters referred to in this Section 0.
	9.2 Nothing contained herein, or in any prior agreement
or understanding, shall be deemed to create any duty on the part of any Lender
to extend or continue to extend financial accommodations to Borrower.  
	9.3 Each Lender irrevocably waives any right to compel
any other Lender to marshal assets of the Borrower.
	9.4 Any notice required or desired to be served, given or
delivered hereunder shall be in the form and manner specified below, and shall
be addressed to the party to be notified as follows:
		If to GSI, to:				If to GWBS:

		SDK Investments, Inc.			Great Western
Business Services, Inc.
		c/o Barycenter Capital Management	14643 Dallas
Parkway, Suite 650
		PMB 329				Dallas, Texas 75240
		1232 W. Kemper Road			
		Cincinnati, Ohio 45240
		Attn: Stephen D.  King

		If to Shaar, to:				If to Fairview,
to:

		The Shaar Fund Ltd. 			Fairview Partners
		c/o Levinson Capital Management		5807 McCray
Court
		2 World Trade Center, Suite 1820		Cincinnati,
Ohio 45224
		New York, New York 10048			
		Attention:  Samuel Levinson

or to such other address as each party designates to the
other parties by notice in the manner herein prescribed.  Notice shall be deemed
given hereunder if (i) delivered personally or otherwise actually received, (ii)
sent by nationally recognized overnight courier service, (iii) mailed by first-
class United States mail, postage prepaid, certified, with return receipt
requested, or (iv) sent via telecopy machine with a duplicate signed copy sent
on the same day as provided in clause (ii) above.  Notice mailed as provided in
clause (iii) above shall be effective upon the expiration of five (5) business
days after its deposit in the United States mail, and notice telecopied as
provided in clause (iv) above shall be effective upon delivery of such telecopy
if the duplicate signed copy is sent under clause (iv) above.  Notice given in
any other manner described in this section shall be effective upon receipt by
the addressee thereof; provided, however, that if any notice is tendered to an
addressee and delivery thereof is refused by such addressee, such notice shall
be effective upon such tender unless otherwise expressly set forth in such
notice.

	9.5 THIS AGREEMENT SHALL BE DEEMED TO HAVE BEEN MADE IN
THE STATE OF OHIO AND THE VALIDITY OF THIS AGREEMENT, ITS CONSTRUCTION,
INTERPRETATION AND ENFORCEMENT, AND THE RIGHTS OF THE PARTIES HEREUNDER, SHALL
BE DETERMINED UNDER, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF OHIO. THE PARTIES HERETO AGREE THAT ALL ACTIONS OR PROCEEDINGS
ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE TRIED AND LITIGATED ONLY IN
THE STATE OR FEDERAL COURTS LOCATED IN HAMILTON COUNTY, OHIO.
	9.6 This Intercreditor Agreement shall be binding and
deemed effective when executed by each of the parties hereto.  This
Intercreditor Agreement shall bind, and inure to the benefit of, the respective
successors and assigns of each of the parties hereto, and shall be effective
before and after any bankruptcy filing by or against Borrower.
	9.7 The invalidity, illegality or unenforceability of any
provision in or obligation under this Intercreditor Agreement shall not affect
or impair the validity, legality or enforceability of the remaining provisions
or obligations under this Intercreditor Agreement.
	9.8 It is not the intent of either the parties hereto
that Borrower be a third party beneficiary hereunder or have any other rights
with respect to this Intercreditor Agreement.
	9.9 This Intercreditor Agreement cannot be changed,
amended, modified or terminated except by a written agreement signed by the duly
authorized officers of the parties hereto.  All prior agreements,
understandings, representations, warranties, and negotiations, if any, are
merged into this Agreement.
	9.10 LENDERS, TO THE EXTENT EACH
MAY LEGALLY DO SO, HEREBY EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY
CLAIM, DEMAND, ACTION, CAUSE OF ACTION OR PROCEEDING ARISING UNDER OR OUT OF
THIS AGREEMENT OR IN ANY WAY CONNECTED WITH OR RELATED TO, OR INCIDENTAL TO, THE
DEALINGS OF THE PARTIES HERETO WITH RESPECT TO THIS AGREEMENT OR THE
TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER
ARISING, AND IRRESPECTIVE OF WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.
LENDERS, TO THE EXTENT EACH MAY LEGALLY DO SO, HEREBY AGREE THAT ANY SUCH CLAIM,
DEMAND, ACTION, CAUSE OF ACTION, OR PROCEEDINGS SHALL BE DECIDED BY A COURT
TRIAL WITHOUT A JURY AND THAT EITHER PARTY HERETO MAY FILE AN ORIGINAL
COUNTERPART OR COPY OF THIS SECTION 0 WITH ANY COURT AS WRITTEN EVIDENCE OF THE
CONSENT BY THE UNDERSIGNED TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.
 	9.11 For purposes of this Agreement, the term "Borrower"
shall include any successors and assigns to Borrowers duties and obligations
under any of the Loan Documents, including, without limitation, SDKAD and
SDKINGDM.
 	9.12 Each Subordinate Lender acknowledges and consents
to Borrower assigning and SDKAD and SDKINGDM assuming a portion of the Fairview
Debt in accordance with the terms of the Fairview Agreement.
9.13 	This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which shall
together constitute one and the same instrument.




[SIGNATURE PAGE TO FOLLOW]

	IN WITNESS WHEREOF, this Intercreditor Agreement has been
duly executed and delivered by each of the parties hereto as of the date first
written above.





			GREAT WESTERN BUSINESS SERVICES, INC.




WITNESS:

_________________________________		By:________________________________<
/P>





			Name:______________________________




_________________________________		Title:______________________________
_



				FAIRVIEW PARTNERS




_________________________________		By:________________________________<
/P>









	Name:______________________________








_________________________________		Title:______________________________
_

						THE SHAAR FUND LTD.







		By:	Levinson Capital Management
















_________________________________		By:______________________________
						Name:	Sam Levinson 
_________________________________		Title:	Managing Director 

						GSI VENTURES, LLC 











By:	SDK Investments, Inc. (Manager
	of GSI Ventures, LLC)











_________________________________		By:_____________________________











Name:	Stephen D. King 










_________________________________		Title:	President


STATE OF ________________	)
				)SS:
COUNTY OF ______________	)

	This instrument was acknowledged before us this ________
day of _______________, 2001 by ___________________________,
____________________________ of Great Western Business Services, Inc., a Texas
corporation, on behalf of the corporation.

						________________________________________

						Notary Public

STATE OF ________________	)
				)SS:
COUNTY OF ______________	)

	This instrument was acknowledged before us this ________
day of _______________, 2001 by ___________________________,
____________________________ of Fairview Partners, an Ohio general partnership,
on behalf of the partnership.

						________________________________________

						Notary Public

STATE OF ________________	)
				)SS:
COUNTY OF ______________	)

	This instrument was acknowledged before us this ________
day of _______________, 2001 by Sam Levinson, Managing Director of Levinson
Capital Management, on behalf of the The Shaar Fund Ltd.

						________________________________________

						Notary Public

STATE OF ________________	)
				)SS:
COUNTY OF ______________	)

	This instrument was acknowledged before us this ________
day of _______________, 2001 by Stephen D. King, President of SDK Investments,
Inc., Manager of GSI Ventures, LLC, an Ohio limited liability company, on behalf
of the limited liability company.

						________________________________________

						Notary Public



ACKNOWLEDGMENT BY

POPMAIL.COM, INC.



The undersigned hereby acknowledges that it has received a
copy of the foregoing Intercreditor Agreement by and between Great Western
Business Services, Inc., The Shaar Fund Ltd., GSI Ventures, LLC and Fairview
Partners (the "Intercreditor Agreement"), and consents thereto, and agrees to
recognize all priorities and other rights granted therein to the parties hereto,
and the undersigned will not do any act or perform any obligation which is not
in accordance with the priorities and agreements set forth in the Intercreditor
Agreement. 

Dated:	_______________, 2001



								POPMAIL.COM, INC.
WITNESS:

______________________________				By:____________________________
____

______________________________				Name:__________________________
____

								Title:_______________________________


STATE OF ________________	)
				)SS:
COUNTY OF ______________	)

	This instrument was acknowledged before us this ________
day of _______________, 2001 by ___________________________,
____________________________ of Popmail.com, inc., a Minnesota corporation, on
behalf of the corporation.

						________________________________________

						Notary Public


ACKNOWLEDGMENT BY

SDK AD, LLC


The undersigned hereby acknowledges that it has received a
copy of the foregoing Intercreditor Agreement by and between Great Western
Business Services, Inc., The Shaar Fund Ltd., GSI Ventures, LLC and Fairview
Partners (the "Intercreditor Agreement"), and consents thereto, and agrees to
recognize all priorities and other rights granted therein to the parties hereto,
and the undersigned will not do any act or perform any obligation which is not
in accordance with the priorities and agreements set forth in the Intercreditor
Agreement. 

Dated:	_______________, 2001



								SDK AD, LLC
WITNESS:
								By:  SDK Investments, Inc.
__________________________

__________________________					By:
________________________________



								Stephen D. King, President



STATE OF ________________	)
				)SS:
COUNTY OF ______________	)

	This instrument was acknowledged before us this ________
day of _______________, 2001 by Stephen D. King, President of SDK Investments,
Inc., Manager of SDK AD, LLC, an Ohio limited liability company, on behalf of
the limited liability company.

						________________________________________

						Notary Public

ACKNOWLEDGMENT BY

SD KINGDM, LLC



The undersigned hereby acknowledges that it has received a
copy of the foregoing Intercreditor Agreement by and between Great Western
Business Services, Inc., The Shaar Fund Ltd., GSI Ventures, LLC and Fairview
Partners (the "Intercreditor Agreement"), and consents thereto, and agrees to
recognize all priorities and other rights granted therein to the parties hereto,
and the undersigned will not do any act or perform any obligation which is not
in accordance with the priorities and agreements set forth in the Intercreditor
Agreement. 

Dated:	_______________, 2001



							SD KINGDM, LLC
WITNESS:
							By:  SDK Investments, Inc.
____________________________

____________________________				By:
_________________________________
								Stephen D. King, President


STATE OF ________________	)
				)SS:
COUNTY OF ______________	)

	This instrument was acknowledged before us this ________
day of _______________, 2001 by Stephen D. King, President of SDK Investments,
Inc., Manager of SD KINGDM, LLC, an Ohio limited liability company, on behalf of
the limited liability company.

						________________________________________

						Notary Public



















-----END PRIVACY-ENHANCED MESSAGE-----

EX-4.55

Exhibit 4.55

March 12, 2000

To: Henry Fong, Gulfstream Partners

From: PopMail.com, Inc.

Re: Amended and Restated Letter Agreement for Investment

Dear Mr. Fong:

PopMail.com, Inc. ("PopMail" of the "Company") hereby agrees to sell shares of its common stock to Gulfstream Partners ("Gulfstream") on the following terms, which have been amended and restated from the terms of our previous letter agreement dated October 30, 2000:

1. Gulfstream hereby subscribes for and purchases 3,000,000 shares of common stock, par value $.01 per share (the "Common Stock") of PopMail. Upon the shareholder approval and filing of the amendment to the Articles of Incorporation referred to above, the shares of Common Stock issued to Gulfstream will be duly authorized, validly issued, fully paid and non-assessable.
2. In payment for the Common Stock, Gulfstream agrees to pay to the Company a cash purchase price of Four Hundred Twenty-five Thousand Dollars ($425,000). The purchase price will be paid no later than October 30, 2000.
3. Gulfstream acknowledges that an investment in PopMail is highly speculative, involves a high degree of risk and immediate dilution and is suitable only for persons who can afford to lose their entire investment. Gulfstream represents and warrants that it is Gulfstream's intention to acquire the Common Stock for its account for investment purposes and not with a view to resale in connection with any distribution thereof. Gulfstream further represents and agrees that if Gulfstream should later desire to dispose of or transfer any of the Common Stock in any manner, Gulfstream shall not do so without registration of the Common Stock pursuant to the Securities Act of 1933 (the "Act") and applicable state laws, unless Gulfstream obtains an opinion of counsel satisfactory to the Company that such proposed disposition or transfer may be made lawfully without the registration. Gulfstream understands and acknowledges that the stock certificate representing the shares of Common Stock subscribed for hereby and to be issued by the Company upon acceptance of this Subscription Agreement, will contain an appropriate restrictive legend evidencing the above restrictions.
4. PopMail agrees that as soon as practicable and in no event more than 60 days after the issuance of the Common Stock, it will file with the Securities and Exchange Commission a registration statement on Form S-3 (or, if such form is unavailable, on such other form as is available for such registration), covering the resale of the Common Stock. PopMail will use its best efforts to have such registration statement declared effective by the SEC within 30 days after the filing of the registration statement. PopMail will use its best efforts to keep the registration statement effective at all times until the earlier of (i) two years after the date of this Agreement or (ii) the date on which Gulfstream or its assignee has sold all of the Common Stock.
5. Gulfstream shall maintain the right to assign up to 1,588,235 of the aforementioned 3,000,000 shares to Wayne Mills, Blake Capital Partners or such other assignee as Gulfstream requests.
6. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and to their successors and assigns. This instrument contains the entire agreement of the parties, and there are no representations, covenants or other agreements except as stated or referred to herein. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota.

Very truly yours,

POPMAIL.COM, INC.

By ____________________

Its ____________________

The undersigned agrees to purchase the Common Stock described above subject to the terms and conditions of this Amended and Restated Letter Agreement.

GULFSTREAM PARTNERS

By ______________________

Its ______________________

Date: March 12, 2001

EX-4.56

Exhibit 4.56

SUBSCRIPTION AGREEMENT

This SUBSCRIPTION AGREEMENT (the "Agreement") is made as of March 16, 2001, by and between PopMail.com, inc., a Minnesota corporation (the "Company"), and Goben Enterprises L.P. (the "Purchaser").

WHEREAS, the Company desires to sell to Purchaser, and Purchaser desires to purchase, Five Hundred Thousand (500,000) shares of the Company's common stock, $.01 par value (the "Shares") for an aggregate price of Thirty- five Thousand Dollars ($35,000).

NOW, THEREFORE, in consideration of the mutual covenants and upon the terms and subject to the conditions set forth herein, the Company and Purchaser agree as follows:

1. Acquisition of Shares. In accordance with the terms and conditions set forth herein, the Company hereby agrees to sell, transfer, convey and deliver to Purchaser, and Purchaser hereby agrees to acquire on the date hereof, all right, title and interest in the Shares. The aggregate purchase price of the Shares shall be Thirty-five Thousand Dollars ($35,000) payable upon the parties' execution of this Agreement. Promptly after the execution of this Agreement and receipt of the Purchaser's payment the Company shall deliver to Purchaser a stock certificate evidencing the Shares.
2. Representations, Warranties and Covenants of the Purchaser. The Purchaser represents and warrants to the Company as follows:

1. Binding Obligation. This Agreement constitutes the legal, valid and binding obligation of Purchaser in accordance with the terms hereof.
2. Representations, Warranties and Covenants of the Purchaser.

1. Purchaser has been given access to full and complete information regarding the Company (including the opportunity to meet with Company officers and review such other documents as Purchaser may have requested in writing).
2. Purchaser represents that it is an "Accredited Investor," as that term is defined in Rule 501(a) promulgated in connection with the Securities Act of 1933, as amended.
3. Purchaser is experienced and knowledgeable in financial and business matters, is capable of evaluating the merits and risks of investing in the Shares, and does not need or desire the assistance of a knowledgeable representative to aid in the evaluation of such risks.
4. Purchaser realizes that a purchase of the Shares represents a speculative investment involving a high degree of risk.
5. Purchaser realizes that the Shares have not been registered for sale under the Securities Act of 1933, as amended, (the "Act"), or applicable state securities laws (the "State Laws") and may be sold only pursuant to registration under the Act and State Laws, or an opinion of counsel satisfactory to counsel for the Company that such registration is not required.
6. Purchaser is a resident of the State of Florida.

1. Representations, Warranties and Covenants of the Company. The Company hereby represents, warrants and covenants to Purchaser as follows:

1. Binding Obligation. This Agreement constitutes the legal, valid and binding obligation of Purchaser in accordance with the terms hereof.
2. No Legal Bar. The Company is not prohibited by any order, writ, injunction or decree of any body of competent jurisdiction from consummating the transactions contemplated by this Agreement, and no such action or proceeding is pending against Company which questions the validity of this Agreement or any of the transactions contemplated hereby.
3. Regulatory Approvals. There are no consents, approvals, authorizations and other requirements prescribed by any law, rule or regulation which must be obtained or satisfied by Company in order to permit the consummation of the transactions contemplated by this Agreement.
4. Registration Under the Securities Act of 1933. The Company shall include the Shares in its next registration statement filed under the Act. The Company shall prepare and file a registration statement under the Act (the "Registration Statement") registering the Shares for resale within 90 days of the date of this Agreement. The Company shall bear all expenses and fees incurred in connection with the preparation, filing, and amendment of the Registration Statement with the Securities and Exchange Commission, except that the Purchaser (or its assignee) shall pay (i) all fees, disbursements and expenses of any counsel or expert retained by Purchaser and (ii) all underwriting discounts and commissions, filing fees and any transfer or other taxes relating to the Shares included in the Registration Statement.

4. Legend. The certificates representing the Common Shares shall have imprinted a legend containing substantially the following language:

"The securities represented by this certificate have not been registered under either the Securities Act of 1933, as amended, or applicable state securities laws and may not be sold, transferred, assigned, offered, pledged or otherwise distributed for value unless there is an effective registration statement under such Act and such laws covering such securities, or the Company receives an opinion of counsel acceptable to the Company stating that such sale, transfer, assignment, offer, pledge or other distribution for value is exempt from the registration and prospectus delivery requirements of such Act and such laws."

5. Miscellaneous.

(a) Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Minnesota, without giving effect to the principles of conflict of laws.

1. Entire Agreement; Severability and Enforcement.

1. This Agreement and the instruments delivered pursuant hereto constitute the entire agreement between the parties and supersede all prior agreements and understandings, written or oral, between the parties relating to the subject matter hereof. This Agreement may be amended or supplemented only by a writing signed by all of the parties hereto.
2. Each provision of this Agreement is severable. If any provision of this Agreement is found to be unenforceable or in violation of any statute, rule, regulation, order or decree of any governmental authority, court or agency, then such provision shall be modified to the minimum extent necessary so as to render it enforceable and cure such violation, and all other provisions hereof shall remain in full force and effect notwithstanding such violation.

1. Facsimile/Counterpart Execution. This Agreement may be executed by facsimile transmitted signature, and both parties agree that the reproduction of signatures by way of telecopying devices shall be treated as though such reproductions were executed originals. This Agreement may be executed in counterparts, each of which shall be considered an original.

EX-10.20

EXHIBIT 10.20

Date of		Name of		Warrant	        Number		Expiration
Issuance	Recipient	No.		Shares		Date		Status

3/03/99	Michael A. Bird		BWL-1		25,000		3/03/2004	Cancelled
3/03/99	John E. Feltl		BWL-2		82,500		3/03/2004
3/03/99	Stephen D. King		BWL-3		82,500		3/03/2004
3/03/99	Timothy I. Maudlin		BWL-4		50,000		3/03/2004
3/03/99	Wayne W. Mills		BWL-5		250,000		3/03/2004	Cancelled

Note: all share amounts and exercise prices are pre-split values.




















EX-10.23
21
exh1023.htm
EXHIBIT












EXHIBIT 10.23


Schedule of Warrants Issued in Connection with Series A 8% Convertible
Preferred Stock
Date of	Name of		Warrant	Number		Expiration
Issuance	Holder	 	No. 	Shares		Date /Status

5/14/99	The Shaar Fund, Ltd	A-1	300,000		5/14/2004
						Cancelled

5/14/99	Progressive Group	A-2	150,000		5/14/2004


NOTE:  All share amounts and exercise
prices reflect pre-split values.




















EX-10.29
22
exh1029.htm
EXHIBIT












EXHIBIT 10.29


Schedule of Warrants
Issued in Connection with Series C 8% Convertible Preferred
Stock

Date of	Name of 		Warrant	Number		Exercise Price
Issuance	Recipient		No.	Shares		Expiration Date

11/12/99	The Shaar Fund, Ltd.	C-1	100,000		$3.00
						7/13/2004
						Cancelled

7/13/99	Progressive Group	C-2	150,000		$3.00
						7/13/2004

11/12/99	The Shaar Fund, Ltd.	C-1b	100,000		$3.00
						7/13/2004
						Cancelled

11/12/99	The Shaar Fund, Ltd.	C-3	200,000		$2.00
						7/13/2004
						Cancelled



Note:  All share numbers and exercise prices are pre-split values.




















EX-10.33
23
exh1033.htm
EXHIBIT










EXHIBIT 10.33


Schedule of Warrants
Issued in Connection with Series D 8% Convertible Preferred
Stock

Date of		Name of		Warrant		Number		Expiration Date
Issuance		Recipient		No.		Shares


8/31/99		The Shaar Fund, Ltd.	D-1		300,000		8/31/2004
								Cancelled

8/31/99		Progressive Group	D-2		150,000		8/31/2004

Note:  All share amounts are pre-split
values.




















EX-10.52
24
exh1052.htm
EXHIBIT












Exhibit 10.52

STOCK PURCHASE AGREEMENT
By and Between
NETCALENDAR, INC.
and
POPMAIL.COM, INC.
______________________________
August __, 2000
______________________________






STOCK PURCHASE AGREEMENT


This Stock Purchase Agreement (the "Agreement") is entered into as of
August 8, 2000 (the "Effective Date") by and between NetCalendar, Inc., a
corporation organized under the laws of the State of Delaware (hereinafter
"NetCalendar"), and PopMail.com, inc., a Minnesota corporation
("PopMail").



W I T N E S S E T H:


WHEREAS, PopMail desires to purchase 27,624 shares of NetCalendar common
stock, par value $0.01 per share (the "Shares") and NetCalendar is willing to
sell the Shares to PopMail pursuant to the terms, and subject to the conditions
set forth hereinafter.
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
A G R E E M E N T:




PURCHASE AND SALE OF STOCK


Purchase and Sale.  Pursuant to the terms, and subject to the
conditions set forth herein, NetCalendar shall issue and sell the Shares to
PopMail, and PopMail shall purchase the Shares from NetCalendar for the price of
$1,000,000 (the "Purchase Price") payable in the manner specified in Section
1.2.

Payment of the Purchase Price. The Purchase Price shall be paid in
shares of PopMail common stock, $.01 par value, ("Purchase Price Shares")
delivered to NetCalendar at the closing (the "Closing") of the purchase
transaction contemplated herein selected by mutual agreement of the parties, but
not later than August 26, 2000 (the "Initial Closing Date").  For purposes of
this Section 1.2, the Purchase Price Shares shall be valued at the average
closing share price of PopMail common stock for the ten consecutive trading days
preceding the second business day prior to the Initial Closing Date (the
"Initial Closing Share Price"); provided, however, that PopMail
shall not be obligated to issue shares of its common stock at an effective per
share price of less than $.50.  If the average closing share price of PopMail
common stock for the ten consecutive trading days preceding the second business
day prior to the Initial Closing Date is less than $.50, PopMail shall offer to
NetCalendar Purchase Price Shares at an effective per share price of $.50 and
NetCalendar shall have the option to accept such offer (in which event the
Initial Closing Share Price shall be $.50) or to reject such offer and terminate
this Agreement pursuant to Section 6.1.
The Closing.  The Closing shall take place at the offices of Maslon
Edelman Borman & Brand, LLP, 3300 Wells Fargo Center, Minneapolis, MN 55402.
At the Closing, NetCalendar shall deliver to PopMail a certificate representing
the Shares in a form reasonably satisfactory to PopMail and its counsel and duly
executed by authorized officers of NetCalendar. At the Closing, PopMail shall
deliver to NetCalendar certificates representing the Purchase Price Shares in a
form reasonably satisfactory to NetCalendar and its counsel and duly executed by
authorized officers of PopMail. 
Supplemental Closing.  During the seven (7) business day period
commencing on the 435th day following the Initial Closing Date, NetCalendar
shall make the following determinations:  (a) the average per share selling
price (the "Average Selling Price") of all Purchase Price Shares, if any, sold
by NetCalendar during the 15-month period beginning upon the Initial Closing
Date pursuant to the provisions of Section 5.2 hereof, and (b) the number of
Purchase Price Shares, if any, which NetCalendar offered for sale at any time
pursuant to the provisions of Section 5.2 hereof, but was not able to sell due
to lack of a buyer during the applicable period (the "Unsold Purchase Price
Shares").  NetCalendar shall provide to PopMail written notice of each such
determination in reasonable detail, which notice shall include a certificate
containing any Unsold Purchase Price Shares (the "Lookback Notice").  If the
Average Selling Price of Purchase Price Shares sold by NetCalendar during such
period is less than the Initial Closing Share Price of such shares, NetCalendar
shall have the right to receive additional cash or, at PopMail's option, shares
of PopMail common stock ("Supplemental Purchase Price Shares") equal in value to
the amount by which the Initial Closing Share Price exceeds the Average Selling
Price, multiplied by the number of Purchase Price Shares sold by NetCalendar
during such 15-month period (such amount constituting the "Supplemental Purchase
Price").  In addition to the Supplemental Purchase Price, to the extent
NetCalendar has returned any Unsold Purchase Price Shares with the Lookback
Notice, NetCalendar shall have the right to receive, in exchange therefor, such
number of NetCalendar Shares as provided  below.  On the 10th business day
following the date of the Lookback Notice delivered in accordance herewith(the
"Supplemental Closing Date"), PopMail shall deliver to NetCalendar (a) either
cash or one or more certificates executed by duly authorized officers of PopMail
representing Supplemental Purchase Price Shares equal in value to the
Supplemental Purchase Price, and (b) such number of Shares as shall have been
purchased by PopMail with the Unsold Purchase Price Shares as of the Initial
Closing Date.  For purposes of this Section 1.4, the value of the Supplemental
Purchase Price Shares shall be equal to the average closing share price of
PopMail common stock for the ten consecutive trading days preceding the second
business day prior to the Supplemental Closing Date.  In the event that the
Supplemental Registration Statement is not declared effective by the Securities
and Exchange Commission (the "SEC") on or before the Supplemental Registration
Due Date, or is not maintained effective throughout the Supplemental
Registration Period, pursuant to the provisions of Section 5.3 hereof,
NetCalendar shall be entitled to return to PopMail certificates representing
such number of Supplemental Purchase Price Shares as shall then be held by
NetCalendar (such shares representing the "Unrealized Supplemental Purchase
Price") and PopMail shall, within five (5) days following receipt of same,
either pay to NetCalendar the Unrealized Supplemental Purchase Price in cash or
return to NetCalendar that number of Shares as shall have been equivalent in
value to the Unrealized Supplemental Purchase Price as of the Initial Closing
Date.


REPRESENTATIONS AND WARRANTIES


Representations and Warranties of NetCalendar.  NetCalendar
hereby represents and warrants to PopMail as of the date hereof as follows:


Organization and Qualification.  NetCalendar is a corporation,
validly existing and in good standing under the laws of the State of Delaware,
with the requisite corporate power and authority to own and use its properties
and assets and to carry on its business as currently conducted.  NetCalendar is
duly qualified to do business and is in good standing as a foreign corporation
in each jurisdiction in which the nature of the business conducted or property
owned by it makes such qualification necessary, except where the failure to be
so qualified or in good standing, as the case may be, could not, individually or
in the aggregate, (x) adversely affect the legality, validity or enforceability
of the Shares or this Agreement, (y) have a material adverse effect on the
results of operations, assets, or financial condition of NetCalendar, or (z)
adversely impair NetCalendar's ability to perform fully on a timely basis its
material obligations under this Agreement (a "Material Adverse Effect").
Authorization; Enforcement.  NetCalendar has the requisite corporate
power and authority to enter into and to consummate the transactions
contemplated by this Agreement and to otherwise carry out its obligations
thereunder. The execution and delivery of this Agreement by NetCalendar and the
consummation by it of the transactions contemplated hereby have been duly
authorized by all necessary action on the part of NetCalendar. This Agreement
has been duly executed by NetCalendar and when delivered in accordance with the
terms hereof shall constitute the legal, valid and binding obligation of
NetCalendar enforceable against NetCalendar in accordance with its terms, except
as such enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating to, or
affecting generally the enforcement of, creditors' rights and remedies or by
other equitable principles of general application.  NetCalendar is not in
violation of any provision of its certificate of incorporation, bylaws or other
charter documents.
Capitalization.  The authorized, issued and outstanding capital stock
of NetCalendar is set forth in Schedule 2.1(c).  The only shares of currently
issued and outstanding NetCalendar capital stock (including shares of common
stock) entitled to preemptive or similar rights are shares of Series A, B and C
Convertible Preferred Stock. Except as disclosed in Schedule 2.1(c), there are
no outstanding options, warrants, script rights to subscribe to, calls or
commitments of any character whatsoever relating to, or, securities, rights or
obligations convertible into or exchangeable for, or giving any person any right
to subscribe for or acquire any shares of common stock, or contracts,
commitments, understandings, or arrangements by which NetCalendar is or may
become bound to issue additional shares of common stock, or securities or rights
convertible or exchangeable into shares of common stock. 
Issuance of the Shares.  The Shares are duly authorized, and, when
issued against payment as contemplated by this Agreement, shall be validly
issued.
No Conflicts.  The execution, delivery and performance of this
Agreement by NetCalendar and the consummation by NetCalendar of the transactions
contemplated hereby do not and will not (i) conflict with or violate any
provision of its certificate of incorporation, bylaws or other charter documents
(each as amended through the date hereof), (ii) conflict with, or constitute a
default (or an event which with notice or lapse of time or both would become a
default) under, or give to others any rights of termination, amendment,
acceleration or cancellation of, any agreement, indenture or instrument
(evidencing a NetCalendar debt or otherwise) to which NetCalendar is a party or
by which any property or asset of NetCalendar is bound or affected, or (iii)
result in a violation of any law, rule, regulation, order, judgment, injunction,
decree or other restriction of any court or governmental authority to which
NetCalendar is subject (including federal and state securities laws and
regulations), or by which any property or asset of NetCalendar is bound or
affected, except in the case of each of clauses (ii) and (iii), as could not,
individually or in the aggregate, have or result in a Material Adverse Effect.
The business of NetCalendar is not being conducted in violation of any law,
ordinance or regulation of any governmental authority, except for violations
which, individually or in the aggregate, could not have or result in a Material
Adverse Effect.
Consents and Approvals.  NetCalendar is not required to obtain any
consent, waiver, authorization or order of, or make any filing or registration
with, any court or other federal, state, local, foreign or other governmental
authority or other Person (defined below) in connection with the execution,
delivery and performance by NetCalendar of this Agreement other than where the
failure to obtain such consent, waiver, authorization or order, or to give or
make such notice or filing, could not have or result in, individually or in the
aggregate, a Material Adverse Effect.  NetCalendar shall deliver to PopMail the
Shares in the manner contemplated hereby free and clear of all liens and
encumbrances of any nature whatsoever. A "Person" means an individual or
corporation, partnership, trust, incorporated or unincorporated association,
joint venture, limited liability company, joint stock company, government (or an
agency or subdivision thereof) or other entity of any kind.
Litigation; Proceedings.  Except as specifically disclosed in
Schedule 2.1(g), there is no action, suit, notice of violation, proceeding or
investigation pending or, to the knowledge of NetCalendar, threatened against or
affecting NetCalendar or any of its properties before or by any court,
governmental or administrative agency or regulatory authority (federal, state,
county, local or foreign) which (i) adversely affects or challenges the
legality, validity or enforceability of this Agreement or the Shares or (ii)
could, individually or in the aggregate, have or result in a Material Adverse
Effect.
No Default or Violation.  NetCalendar (i) is not in default under or
in violation of (and has not received notice of a claim that it is in default
under or that it is in violation of) any indenture, loan or credit agreement or
any other agreement or instrument to which it is a party or by which it or any
of its properties is bound, (ii) is not in violation of any order of any court,
arbitrator or governmental body, or (iii) is not in violation of any statute,
rule or regulation of any governmental authority, except as could not
individually or in the aggregate, have or result in, a Material Adverse
Effect.
Private Offering.  Assuming the accuracy of the representations and
warranties of PopMail set forth in Sections 2.2(h), (i) and (j), the offer,
issuance and sale of the Shares to PopMail as contemplated hereby are exempt
from the registration requirements of the Securities Act of 1933, as amended
(the "Securities Act").
Investment Intent.  NetCalendar is acquiring the Purchase Price
Shares, and may acquire the Supplemental Purchase Price Shares, for
NetCalendar's own account for investment purposes only and not with a view to or
for distributing or reselling such securities except pursuant to a registration
statement then effective under the Securities Act.
Access to Information. NetCalendar acknowledges that NetCalendar has
been afforded (i) the opportunity to ask such questions as NetCalendar has
deemed necessary of, and to receive answers from, representatives of PopMail
concerning the merits and risks of investing in the Purchase Price Shares and
the Supplemental Purchase Price Shares; (ii) access to information about PopMail
and PopMail's financial condition, results of operations, business, properties,
management and prospects sufficient to enable NetCalendar to evaluate
NetCalendar's investment; and (iii) the opportunity to obtain such additional
information which PopMail possesses or can acquire without unreasonable effort
or expense that is necessary to make an informed investment decision.
Reliance. NetCalendar understands and acknowledges that (i) the
Purchase Price Shares and the Supplemental Purchase Price Shares are being
issued to NetCalendar without registration under the Securities Act in a private
placement that is exempt from the registration provisions of the Securities Act
and (ii) the availability of such exemption, depends in part on, and PopMail
will rely upon the accuracy and truthfulness of, the foregoing representations
and NetCalendar hereby consents to such reliance.

Representations and Warranties of PopMail.  PopMail hereby represents
and warrants to NetCalendar as of the date hereof as follows:


Organization and Qualification.  PopMail is a corporation, validly
existing and in good standing under the laws of the State of Minnesota, with the
requisite corporate power and authority to own and use its properties and assets
and to carry on its business as currently conducted.  PopMail is duly qualified
to do business and is in good standing as a foreign corporation in each
jurisdiction in which the nature of the business conducted or property owned by
it makes such qualification necessary, except where the failure to be so
qualified or in good standing, as the case may be, could not, individually or in
the aggregate, (x) adversely affect the legality, validity or enforceability of
the Purchase Price Shares, the Supplemental Purchase Price Shares or this
Agreement, (y) have a material adverse effect on the results of operations,
assets, or financial condition of PopMail, or (z) adversely impair PopMail's
ability to perform fully on a timely basis its material obligations under this
Agreement (a "Material Adverse Effect").
Authorization; Enforcement.  PopMail has the requisite corporate
power and authority to enter into and to consummate the transactions
contemplated by this Agreement and to otherwise carry out its obligations
thereunder. The execution and delivery of this Agreement by PopMail and the
consummation by it of the transactions contemplated hereby have been duly
authorized by all necessary action on the part of PopMail. This Agreement has
been duly executed by PopMail and when delivered in accordance with the terms
hereof shall constitute the legal, valid and binding obligation of PopMail
enforceable against PopMail in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating to, or
affecting generally the enforcement of, creditors' rights and remedies or by
other equitable principles of general application.  PopMail is not in violation
of any provision of its articles of incorporation, bylaws or other charter
documents.
Issuance of the Purchase Price Shares and the Supplemental Purchase Price
Shares.  The Purchase Price Shares and the Supplemental Purchase Price
Shares are duly authorized, and, when issued against payment as contemplated by
this Agreement, shall be validly issued.
No Conflicts.  The execution, delivery and performance of this
Agreement by PopMail and the consummation by PopMail of the transactions
contemplated hereby do not and will not (i) conflict with or violate any
provision of its articles of incorporation, bylaws or other charter documents
(each as amended through the date hereof), (ii) conflict with, or constitute a
default (or an event which with notice or lapse of time or both would become a
default) under, or give to others any rights of termination, amendment,
acceleration or cancellation of, any agreement, indenture or instrument
(evidencing a PopMail debt or otherwise) to which PopMail is a party or by which
any property or asset of PopMail is bound or affected, or (iii) result in a
violation of any law, rule, regulation, order, judgment, injunction, decree or
other restriction of any court or governmental authority to which PopMail is
subject (including federal and state securities laws and regulations), or by
which any property or asset of PopMail is bound or affected, except in the case
of each of clauses (ii) and (iii), as could not, individually or in the
aggregate, have or result in a Material Adverse Effect.  The business of PopMail
is not being conducted in violation of any law, ordinance or regulation of any
governmental authority, except for violations which, individually or in the
aggregate, could not have or result in a Material Adverse Effect.
Consents and Approvals.  PopMail is not required to obtain any
consent, waiver, authorization or order of, or make any filing or registration
with, any court or other federal, state, local, foreign or other governmental
authority or other Person (defined below) in connection with the execution,
delivery and performance by PopMail of this Agreement other than where the
failure to obtain such consent, waiver, authorization or order, or to give or
make such notice or filing, could not have or result in, individually or in the
aggregate, a Material Adverse Effect.  PopMail shall deliver to PopMail the
Purchase Price Shares and, if applicable, the Supplemental Purchase Price Shares
in the manner contemplated hereby free and clear of all liens and encumbrances
of any nature whatsoever. A "Person" means an individual or corporation,
partnership, trust, incorporated or unincorporated association, joint venture,
limited liability company, joint stock company, government (or an agency or
subdivision thereof) or other entity of any kind.
Litigation; Proceedings.  Except as specifically disclosed in
Schedule 2.2(f), there is no action, suit, notice of violation, proceeding or
investigation pending or, to the knowledge of PopMail, threatened against or
affecting PopMail or any of its properties before or by any court, governmental
or administrative agency or regulatory authority (federal, state, county, local
or foreign) which (i) adversely affects or challenges the legality, validity or
enforceability of this Agreement or the Purchase Price Shares or the
Supplemental Purchase Price Shares or (ii) could, individually or in the
aggregate, have or result in a Material Adverse Effect.
Private Offering.  Assuming the accuracy of the representations and
warranties of NetCalendar set forth in Sections 2.1(j), (k) and (l), the offer,
issuance and sale of the Purchase Price Shares and the Supplemental Purchase
Price Shares to NetCalendar as contemplated hereby are exempt from the
registration requirements of the Securities Act of 1933, as amended (the
"Securities Act").
Investment Intent.  PopMail is acquiring the Shares for PopMail's own
account for investment purposes only and not with a view to or for distributing
or reselling such securities.
Access to Information. PopMail acknowledges that PopMail has been
afforded (i) the opportunity to ask such questions as PopMail has deemed
necessary of, and to receive answers from, representatives of NetCalendar
concerning the merits and risks of investing in the Shares; (ii) access to
information about NetCalendar and NetCalendar's financial condition, results of
operations, business, properties, management and prospects sufficient to enable
PopMail to evaluate PopMail's investment; and (iii) the opportunity to obtain
such additional information which PopMail possesses or can acquire without
unreasonable effort or expense that is necessary to make an informed investment
decision.
Reliance. PopMail understands and acknowledges that (i) the Shares
are being issued to PopMail without registration under the Securities Act in a
private placement that is exempt from the registration provisions of the
Securities Act and (ii) the availability of such exemption, depends in part on,
and NetCalendar will rely upon the accuracy and truthfulness of, the foregoing
representations and PopMail hereby consents to such reliance.



INDEMNIFICATION


Survival of Representations and Warranties. Notwithstanding any
investigation made by or on behalf of any of the parties hereto or the results
of any such investigation and notwithstanding the participation of such party in
the Closing, the representations and warranties contained in Article 2
hereof shall survive the Closing, provided that claims based upon any alleged
breach of a representation or warranty contained in Sections 2.1(g) or 2.2(f)
may be brought at any time on or prior to the expiration of any relevant statute
of limitations governing the underlying claim.
Indemnification of PopMail.  NetCalendar agrees to indemnify and hold
harmless PopMail, and each of PopMail's subsidiaries, and their respective
officers, directors, employees, agents, affiliates and shareholders against and
in respect of: (i) any and all losses, damages or deficiencies (whether as a
result of a direct claim by PopMail against NetCalendar, a third party claim
against PopMail or otherwise) resulting to PopMail from any and all breaches of
representations, warranties, covenants or other terms of this Agreement by
NetCalendar made or contained in this Agreement or in any certification, list,
document, exhibit or schedule delivered to PopMail under or in connection with
this Agreement or the transactions contemplated herein; and (ii) all costs and
expenses incident to any and all actions, suits, proceedings, claims, demands,
assessments, settlements or judgments in respect of  the foregoing, regardless
of the merit thereof, including PopMail's reasonable legal and accounting fees
and expenses (whether incident to the foregoing or to PopMail's enforcement of
said rights of defense and indemnity) (items (i) and(ii) above shall be referred
to herein collectively as "PopMail's Damages").
Procedure for Indemnification of PopMail.  If any action, suit or
proceeding shall be commenced against PopMail or any claim, demand or assessment
be asserted against PopMail in respect of which PopMail proposes to demand
indemnification, PopMail shall notify NetCalendar to that effect with reasonable
promptness. PopMail will have the right to cause NetCalendar to assume the
entire control of the defense, compromise or settlement thereof, including, at
the expense of NetCalendar, employment of counsel satisfactory to PopMail and,
in connection therewith, PopMail shall cooperate fully to make available to
NetCalendar all pertinent information under its control.  With respect to any
action, suit, proceeding claim, demand or assessment made against PopMail as to
which PopMail does not cause NetCalendar to assume control of the defense
thereof, NetCalendar shall thereafter reimburse PopMail for all of PopMail's
Damages, as and when they are incurred.
Indemnification of NetCalendar.  PopMail agrees to indemnify and hold
harmless NetCalendar, and each of NetCalendar's subsidiaries, and their
respective officers, directors, employees, agents, affiliates and stockholders
against and in respect of: (i) any and all losses, damages or deficiencies
(whether as a result of a direct claim by NetCalendar against PopMail, a third
party claim against NetCalendar or otherwise) resulting to NetCalendar from any
and all breaches of representations, warranties, covenants or other terms of
this Agreement by PopMail made or contained in this Agreement or in any
certification, list, document, exhibit or schedule delivered to NetCalendar
under or in connection with this Agreement or the transactions contemplated
herein; and (ii) all costs and expenses incident to any and all actions, suits,
proceedings, claims, demands, assessments, settlements or judgments in respect
of  the foregoing, regardless of the merit thereof, including NetCalendar's
reasonable legal and accounting fees and expenses (whether incident to the
foregoing or to NetCalendar's enforcement of said rights of defense and
indemnity) (items (i) and(ii) above shall be referred to herein collectively as
"NetCalendar's Damages").
Procedure for Indemnification of NetCalendar.  If any action, suit or
proceeding shall be commenced against NetCalendar or any claim, demand or
assessment be asserted against NetCalendar in respect of which NetCalendar
proposes to demand indemnification, NetCalendar shall notify PopMail to that
effect with reasonable promptness. NetCalendar will have the right to cause
PopMail to assume the entire control of the defense, compromise or settlement
thereof, including, at the expense of PopMail, employment of counsel
satisfactory to NetCalendar and, in connection therewith, NetCalendar shall
cooperate fully to make available to PopMail all pertinent information under its
control.  With respect to any action, suit, proceeding claim, demand or
assessment made against NetCalendar as to which NetCalendar does not cause
PopMail to assume control of the defense thereof, PopMail shall thereafter
reimburse NetCalendar for all of NetCalendar's Damages, as and when they are
incurred.


OTHER AGREEMENTS OF THE PARTIES


Transfer Restrictions.  


The Shares, Purchase Price Shares, the Supplemental Purchase Price Shares
and the Additional Shares (defined in Section 4.4 below) may only be disposed of
pursuant to an effective registration statement under the Securities Act or
pursuant to an available exemption from or in a transaction not subject to the
registration requirements thereof. In connection with any transfer of such
securities other than pursuant to an effective registration statement, the
issuer may require the transferor thereof to provide to the issuer an opinion of
counsel experienced in the area of federal securities laws selected by the
transferor, the form and substance of which opinion shall be reasonably
satisfactory to the issuer and its counsel, to the effect that such transfer
does not require registration under the Securities Act of 1933, as amended.

Each of NetCalendar and PopMail agree to the imprinting, so long as is
required by this Section 4.1(b), of either of the following legends on
certificates and other documents representing the Shares, Purchase Price Shares,
Supplemental Purchase Price Shares and Additional Shares: 

Legend (1):
THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE, IN
RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT
OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS.
Legend (2):
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND
MAY BE TRANSFERRED ONLY IF REGISTERED UNDER SUCH APPLICABLE ACTS OR UPON
DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE
COMPANY, THAT SUCH TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
The legends set forth above shall be removed from such certificates and
other documents and the issuer shall issue a certificate without any legend
(upon surrender of the legended certificates or other documents duly endorsed)
to each holder of such certificates and other documents upon which it is stamped
if (i) such securities are registered for resale under the Securities Act or
(ii) such legend is not required pursuant to Rule 144(k) promulgated under the
Securities Act. Each of NetCalendar and PopMail agrees that it will provide the
other, upon request, with certificates representing the issuer's securities
issued pursuant to this Agreement free from such legend at such time as such
legend is no longer required in accordance with this Section.
Appointment to Board of Advisors; Appointment to Board of Directors.



Promptly upon the Closing of the purchase of the Shares contemplated by this
Agreement, NetCalendar shall appoint one person designated by PopMail to the
NetCalendar Board of Advisors and permit such person (or any replacement
designated by PopMail) to fully participate in the duties and other activities
of the Board of Advisors, and shall reimburse such person for any and all
expense reasonably incurred in connection therewith, so long as PopMail owns any
of the Shares.  PopMail hereby designates ______________ as PopMail's first
appointee to serve on the NetCalendar Board of Advisors.
In the event that PopMail fully exercises the Option pursuant to Section 4.4
below as to all 27,624 Additional Shares, and PopMail causes the Initial
Registration Statement defined in Section 5.1 to be declared effective on or
before the Initial Registration Due Date, NetCalendar shall cause PopMail's
designee (or any replacement designee subsequently identified by PopMail) to be
appointed to the NetCalendar Board of Directors.  So long as (i) the Initial
Registration Statement is maintained effective throughout the Registration
Period and any Supplemental Registration Statement is maintained effective
throughout the Supplemental Registration Period, and (ii) PopMail owns in excess
of eight percent (8%) of NetCalendar's issued and outstanding shares of capital
stock, on a fully diluted, as-converted basis, PopMail's designee shall continue
to serve on the NetCalendar Board of Directors.

Option to Purchase Additional Shares.  NetCalendar hereby grants to
PopMail an option (the "Option") to purchase up to 27,624 additional shares of
NetCalendar common stock (the "Additional Shares") at a per share price of
$36.2004 (the "Exercise Price"), payable in cash. To exercise the Option,
PopMail must deliver written notice thereof (the "Option Notice") to NetCalendar
on or before the 30th day following the Initial Closing Date.  In the event that
PopMail elects to exercise the Option, the parties shall select a mutually
agreeable closing date, time and location within thirty (30) days of the Option
Notice, at which PopMail will deliver to NetCalendar the aggregate Exercise
Price and NetCalendar shall deliver to PopMail certificates representing the
Additional Shares.
Notice of Breaches.  Each of NetCalendar and PopMail shall give
prompt written notice to the other of any breach of any representation, warranty
or other agreement contained in this Agreement, as well as any events or
occurrences arising after the date hereof and prior to the Initial Closing Date
which would reasonably be likely to cause any representation or warranty or
other agreement of such party, as the case may be, contained herein to be
materially incorrect or breached as the date thereof.  However, no disclosure by
either party pursuant to this Section 4.5 shall be deemed to cure any breach of
any representation, warranty or other agreement contained herein


REGISTRATION OF POPMAIL COMMON STOCK


Filing of Initial Registration Statement.  On or before the 30th
day following the Initial Closing Date, PopMail shall prepare and file a
registration statement on Form S-3 (or any successor form thereto) (the "Initial
Registration Statement") covering the resale of the Purchase Price Shares issued
pursuant to Section 1.2 hereof with the SEC pursuant to Rule 415 of the
Securities Act.  PopMail will use its reasonable best efforts to have the
Initial Registration Statement declared effective by the SEC on or before the
75th day following the Initial Closing Date (the Initial Registration Due
Date").  PopMail  shall maintain the effectiveness of the Initial Registration
Statement at all times until the second anniversary of the Initial Closing Date
(the "Registration Period").
Resale of Purchase Price Shares.  NetCalendar may sell pursuant to
the Initial Registration Statement up to 25 percent of the Purchase Price Shares
during each of four successive 90 day periods commencing on the date the Initial
Registration Statement is declared effective by the SEC (the "Effective Date").
NetCalendar may sell any remaining Purchase Price Shares pursuant to the Initial
Registration Statement during the period commencing on the 361 day following the
Effective Date and ending upon the expiration of the Registration Period and,
thereafter, pursuant to Rule 144 promulgated under the Securities Act of 1933,
as amended.
Supplemental Registration Statement.  In the event that PopMail
issues Supplemental Purchase Price Shares pursuant to the provisions of Section
1.4 hereof, PopMail shall prepare and file a registration statement on Form S-3
(or any successor form thereto) (the "Supplemental Registration Statement")
covering the resale of such securities with the SEC pursuant to Rule 415 of the
Securities Act.  PopMail will use its reasonable best efforts to have the
Supplemental Registration Statement declared effective by the SEC on or before
the 75th day following the Supplemental Closing Date (the "Supplemental
Registration Due Date"). PopMail shall maintain the effectiveness of the
Supplemental Registration Statement at all times until the first anniversary of
the Supplemental Closing Date (the "Supplemental Registration Period").
Filing of Amendments.  PopMail shall prepare and file with the SEC
such amendments (including post-effective amendments) and supplements to the
Initial Registration Statement (and, if applicable, the Supplemental
Registration Statement) and the prospectus(es) used in connection therewith as
may be necessary to keep such Registration Statements effective at all times
through the Registration Period and the Supplemental Registration Period.
Qualification Under Blue Sky Laws. PopMail shall use its reasonable
best efforts to (i) register and qualify the securities covered by the Initial
Registration Statement and Supplemental Registration Statement (collectively,
the "PopMail Shares") under such other securities or blue sky laws of such
jurisdictions as NetCalendar may reasonably request, (ii) prepare and file in
those jurisdictions such amendments (including post-effective amendments) and
supplements, (iii) take such other actions as may be necessary to maintain such
registrations and qualifications in effect at all times through the Registration
Period and, if applicable, the Supplemental Registration Period and (iv) take
all other actions reasonably necessary or advisable to qualify the PopMail
Shares for sale in such jurisdictions; provided, however, that
PopMail shall not be required in connection therewith or as a condition thereto
to (I) qualify to do business in any jurisdiction where it would not otherwise
be required to qualify but for this Section 5.5, (II) subject itself to general
taxation in any such jurisdiction, (III) file a general consent to service of
process in any such jurisdiction (excluding execution of a Form U-2 Uniform
Consent to Service of Process or equivalent filing which may be required for
such registration, qualification or any exemption therefrom), or (IV) make any
change in its charter or bylaws.
Registration Expenses.  All expenses (other than fees and expenses of
investment bankers  retained by NetCalendar, if any, and brokerage commissions)
incurred in connection with registrations, filings or qualifications pursuant to
this Article 5, including, without limitation, all registration, listing and
qualifications fees, printers and accounting fees and the fees and disbursements
of counsel for PopMail, shall be borne by PopMail; provided,
however, that NetCalendar shall bear the fees and out-of-pocket expenses
of its own legal counsel and any  accountants and agents engaged by
NetCalendar.
Indemnification.  In the event any PopMail Shares are included in a
registration statement pursuant to this Agreement:


To the extent permitted by law, PopMail (in such capacity an "Indemnifying
Party") shall indemnify and hold NetCalendar (in such capacity an "Indemnified
Person") harmless against any losses, claims, damages, expenses or liabilities
(collectively the "Claims") to which NetCalendar becomes subject under the
Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange
Act") or otherwise, insofar as such Claims (or actions or proceedings, whether
commenced or threatened, in respect thereof) arise out of or are based upon any
of the following statements, omissions or violations in the Initial Registration
Statement or Supplemental Registration Statement, or any post-effective
amendment thereof, or any prospectus included therein: (i) any untrue statement
or alleged untrue statement of a material fact contained in either registration
statement or any post-effective amendment thereof or the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, (ii) any untrue
statement or alleged untrue statement of a material fact contained in any
preliminary prospectus if used prior to the effective date of the applicable
registration statement, or contained in the final prospectus (as amended or
supplemented, if PopMail files any amendment thereof or supplement thereto with
the SEC) or the omission or alleged omission to state therein any material fact
necessary to make the statements made therein, in light of the circumstances
under which the statements therein were made, not misleading or (iii) any
violation or alleged violation by PopMail of the Securities Act, the Exchange
Act or any state securities law or any rule or regulation (the matters in the
foregoing clauses (i) through (iii) being, collectively, "Violations").  PopMail
shall reimburse NetCalendar promptly as such expenses are incurred and are due
and payable, for any legal fees or other reasonable expenses incurred by
NetCalendar in connection with investigating or defending any such Claim.
Notwithstanding anything to the contrary contained herein, the indemnification
agreement contained in this Section 5.7 shall not apply to a Claim arising out
of or based upon a Violation which occurs in reliance upon and in conformity
with information furnished in writing to PopMail by NetCalendar expressly for
use in connection with the preparation of either the Initial Registration
Statement or the Supplemental Registration Statement or any such amendment
thereof.  Such indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of such Indemnified Person.
In connection with the Initial Registration Statement and, if applicable,
the Supplemental Registration Statement, NetCalendar (in such capacity an
"Indemnifying Party") agrees to indemnify and hold harmless, to the same extent
and in the same manner set forth in Section 5.7(a), PopMail, each of its
directors, each of its officers who signs the Registration Statement, each
person, if any, who controls PopMail within the meaning of the Securities Act or
the Exchange Act, and any other shareholder selling securities pursuant to the
applicable registration statement or any of its directors or officers or any
person who controls such shareholder within the meaning of the Securities Act or
the Exchange Act (each an "Indemnified Party"), against any Claim to which any
of them may become subject, under the Securities Act, the Exchange Act or
otherwise, insofar as such Claim arises out of or is based upon any Violation,
in each case to the extent (and only to the extent) that such Violation occurs
in reliance upon and in conformity with written information furnished to PopMail
by NetCalendar expressly for use in connection with either or both registration
statement; and NetCalendar will promptly reimburse any legal or other expenses
reasonably incurred by the Indemnified Parties in connection with investigating
or defending any such Claim; provided, however, that the indemnity
agreement contained in this Section 5.7(b) shall not apply to amounts paid in
settlement of any Claim if such settlement is effected without the prior written
consent of NetCalendar, which consent shall not be unreasonably withheld;
provided, further, however, that NetCalendar shall be
liable under this Section 5.7(b) for only that amount of a Claim as does not
exceed the net proceeds to NetCalendar as a result of the sale of the Purchase
Price Shares or the Supplemental Purchase Price Shares pursuant to either the
Initial Registration Statement or the Supplemental Registration Statement. Such
indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of such Indemnified Party.
Promptly after receipt by the Indemnified Person or any Indemnified Party
under this Section 5.7 of notice of the commencement of any action (including
any governmental action), the Indemnified Person or such Indemnified Party
shall, if a Claim in respect thereof is to made against any Indemnifying Party
under this Section 5.7, deliver to the Indemnifying Party a written notice of
the commencement thereof and this Indemnifying Party shall have the right to
participate in, and, to the extent the Indemnifying Party so desires, jointly
with any other Indemnifying Party similarly noticed, to assume control of the
defense thereof with counsel mutually satisfactory to the Indemnifying Parties;
provided, however, that an Indemnified Person or Indemnified Party
shall have the right to retain its own counsel, with the fees and expenses to be
paid by the Indemnifying Party, if, in the reasonable opinion of counsel
retained by the Indemnifying Party, the representation by such counsel of the
Indemnified Person or Indemnified Party and the Indemnifying Party would be
inappropriate due to actual or potential differing interests between such
Indemnified Person or Indemnified Party and other party represented by such
counsel in such proceeding.  The failure to deliver written notice to the
Indemnifying Party within a reasonable time of the commencement of any such
action shall not relieve such Indemnifying Party of any liability to the
Indemnified Person or Indemnified Party under this Section 5.7, except to the
extent that the Indemnifying Party is prejudiced in its ability to defend such
action. The indemnification required by this Section 5.7 shall be made by
periodic payments of the amount thereof during the course of the investigation
or defense, as such expense, loss, damage or liability is incurred and is due
and payable.

Contribution.  To the extent any indemnification provided for
herein is prohibited or limited by law, the Indemnifying Party agrees to make
the maximum contribution with respect to any amounts for which it would
otherwise be liable under Section 5.7 to the fullest extent permitted by law;
provided, however, that (a) no contribution shall be made under
circumstances where the maker would not have been liable for indemnification
under the fault standards set forth in Section 5.7, (b) no person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation and (c) contribution by NetCalendar
shall be limited in amount to the net amount of proceeds received by NetCalendar
from the sale of the Purchase Price Shares and the Supplemental Purchase Price
Shares.
Reports under Exchange Act.  With a view to making available to
NetCalendar the benefits of Rule 144 or any other similar rule or regulation of
the SEC that may at any time permit NetCalendar to sell securities of PopMail to
the public without registration, until such time as NetCalendar have sold all
the Purchase Price Shares and the Supplemental Purchase Price Shares pursuant to
the Initial Registration Statement and, if applicable, the Supplemental
Registration Statement, or Rule 144, PopMail agrees to:


make and keep public information available, as those terms are understood
and defined in Rule 144;
file with the SEC all reports and other documents required of PopMail under
the Securities Act and the Exchange Act; and
furnish to NetCalendar so long as NetCalendar owns Purchase Price Shares or
Supplemental Purchase Price Shares, promptly upon request, (i) a written
statement by PopMail that it has complied with the reporting requirements of
Rule 144, the Securities Act and the Exchange Act, (ii) a copy of the most
recent annual or quarterly report of PopMail and such other reports and
documents so filed by PopMail and (iii) such other information as may be
reasonably requested to permit NetCalendar to sell such securities pursuant to
Rule 144 without registration.



TERMINATION; REMEDIES


Termination.  This Agreement will be terminated and, except as
set forth below, the provisions hereof shall have no further force or effect in
the earliest event that:


The average closing share price of PopMail common stock for the ten
consecutive trading days preceding the second business day prior to the Initial
Closing Date is less than $.50 and NetCalendar rejects PopMail's offer of
Purchase Price Shares made pursuant to Section 1.1;
The Initial Registration Statement is not declared effective by the SEC on
or before the Initial Registration Due Date, and NetCalendar elects (as hereby
authorized) to terminate this Agreement at any time during the 60-day period
following the Initial Registration Due Date by providing written notice thereof
(the "Termination Notice") to PopMail during such period; provided,
however, that NetCalendar may not elect to terminate this Agreement if
the Initial Registration Statement is declared effective by the SEC prior to
NetCalendar providing such Termination Notice.  Within ten (10) days of the date
of such Termination Notice, PopMail shall deliver to NetCalendar the
certificates representing the Shares and NetCalendar shall deliver to PopMail
the certificates representing the Purchase Price Shares; or
The Initial Registration Statement, having once been declared effective by
the SEC, is not maintained effective by PopMail throughout the Registration
Period, and NetCalendar elects (as hereby authorized) to terminate this
Agreement at any time during the 60-day period following the date upon which the
Initial Registration shall become not effective, by providing written notice
thereof (the "Termination Notice") to PopMail during such period; provided,
however, that NetCalendar may not elect to terminate this Agreement if the
Initial Registration Statement, having become not effective, is again made
effective by the SEC prior to NetCalendar providing such Termination Notice.
Within ten (10) days of the date of such Termination Notice, NetCalendar shall
deliver to PopMail certificates representing such number of Purchase Price
Shares as shall then be held by NetCalendar, and PopMail shall deliver to
NetCalendar  certificates representing such number of Shares as shall equal the
value of the Purchase Price Shares tendered by NetCalendar hereunder, with the
value of the Purchase Price Shares and the Shares exchanged under this Section
6.1(c) each being determined as of the Initial Closing Date.

Litigation Expense.  In the event any party hereto is made or shall
become a party to any litigation commenced by or against the other party
involving the enforcement of any of the rights or remedies of such party, or
arising on account of a default of the other party in its performance of any of
the other party's obligations hereunder, then the prevailing party in such
litigation shall be entitled to full reimbursement by the other party of any and
all reasonable costs incurred by such prevailing party in connection with such
litigation, including the reasonable costs, fees and expenses of
attorneys.


MISCELLANEOUS


Fees and Expenses.  Each party shall pay the fees and expenses of
its advisers and other experts in connection with the transactions contemplated
by this Agreement.
Entire Agreement.  This Agreement, together with any Exhibits and
Schedules hereto, contains the entire understanding of the parties with respect
to the subject matter hereof and supersedes all prior agreements and
understandings, oral or written, with respect to such matters.
Notices.  Any and all notices or other communications or deliveries
required or permitted to be provided hereunder shall be in writing and shall be
deemed given and effective on the earliest of (i) the date of transmission, if
such notice or communication is delivered via facsimile at the facsimile
telephone number specified in this Section prior to 4:30 p.m. (Minneapolis time)
on a business day, (ii) the business day after the date of transmission, if such
notice or communication is delivered via facsimile at the facsimile telephone
number specified herein later than 4:30 p.m. (Minneapolis time) on any date and
earlier than 11:59 p.m. (Minneapolis time) on such date, (iii) the business day
following the date of mailing, if sent by nationally recognized overnight
courier service, or (iv) upon actual receipt by the party to whom such notice is
required to be given.  The address for such notices and communications shall be
as follows:
If to PopMail:
PopMail.com, inc.
5700 W. Plano Parkway Suite 1000
Plano, TX  75093
telephone:  972-381-2742
facsimile:  972-381-2743 
Attention: Mr. Gary Schneider

With copy to:

Philip J. Tilton, Esq.
Maslon Edelman Borman & Brand, LLP
3300 Wells Fargo Center
Minneapolis, MN 55402
telephone: 612-672-8200
facsimile: 612-672-8397
If to NetCalendar:
NetCalendar, Inc. 
1901 N. Ft. Myer Drive, Suite 702
Arlinton, Virginia  22209
telephone:  703.812.1500
facsimile:  703.812.1507
Attention:  Mr. Edward L. Neumann
With copy to:
J. Stephen Britt, Esq.
Enterprise Business Law Group LLC
7900 Westpark Drive, Suite T-305
McLean, Virginia  22102
telephone:  703.848.8317
facsimile:  703.848.8333
Waivers.  No waiver of any default with respect to any provision,
condition or requirement of this Agreement shall be deemed to be a continuing
waiver in the future or a waiver of any other provision, condition or
requirement hereof, nor shall any delay or omission of either party to exercise
any right hereunder in any manner impair the exercise of any such right accruing
to it thereafter.
Headings.  The headings herein are for convenience only, do not
constitute a part of this Agreement and shall not be deemed to limit or affect
any of the provisions hereof.
Assignment and Delegation.  Neither party may assign its rights nor
delegate its duties or obligations arising under this Agreement without the
written consent of the other, which consent may be withheld for any reason or no
reason.  The assignment by a party of this Agreement or any rights hereunder
shall not affect the obligations of such party under this Agreement.
No Third-Party Beneficiaries.  This Agreement is intended for the
benefit of the parties hereto and their respective permitted successors and
assigns and, other than with respect to permitted assignees under Section 7.6,
is not for the benefit of, nor may any provision hereof be enforced by, any
other Person.
Governing Law.  This Agreement shall be governed by and construed and
enforced in accordance with the internal laws of the State of Minnesota without
regard to the principles of conflicts of law thereof.
Survival.  The representations, warranties, agreements and covenants
contained in this Agreement shall survive after the Closing Date.
Execution.  This Agreement may be executed in two or more
counterparts, all of which when taken together shall be considered one and the
same agreement and shall become effective when counterparts have been signed by
each party and delivered to the other party, it being understood that both
parties need not sign the same counterpart.  In the event that any signature is
delivered by facsimile transmission, such signature shall create a valid and
binding obligation of the party executing (or on whose behalf such signature is
executed) the same with the same force and effect as if such facsimile signature
page were an original thereof.
Severability.  In case any one or more of the provisions of this
Agreement shall be invalid or unenforceable in any respect, the validity and
enforceability of the remaining terms and provisions of this Agreement shall not
in any way be affected or impaired thereby and the parties will attempt to agree
upon a valid and enforceable provision which shall be a reasonable substitute
therefor, and upon so agreeing, shall incorporate such substitute provision in
this Agreement.
Remedies.  Each of the parties to this Agreement acknowledges and
agrees that the other parties would be damaged irreparably in the event any of
the provisions of this Agreement are not performed in accordance with their
specific terms or otherwise are breached.  Accordingly, each of the parties
hereto agrees that the other parties shall be entitled to an injunction or
injunctions to prevent breaches of the provisions of this Agreement and to
enforce specifically this Agreement and the terms and provisions of this
Agreement in any action instituted in any court of the United States of America
or any state thereof having jurisdiction over the parties to this Agreement and
the matter, in addition to any other remedy to which they may be entitled, at
law or in equity.





IN WITNESS WHEREOF, the parties hereto have caused this Stock Purchase
Agreement to be duly executed by their respective authorized persons as of the
date first indicated above.






NETCALENDAR, INC.


By:  _______________________
	Edward L. Neumann
Its: Chief Executive Officer


POPMAIL.COM, INC.


By:  _______________________
	Gary Schneider
Its: Chief Executive Officer



EX-10.53
25
exh1053.htm
EXHIBIT












Exhibit 10.53

SECURITY AGREEMENT
This Security Agreement (the
"Agreement") is made as of December 8, 2000 by and between JBII
Corporation, a Delaware corporation (the "Debtor"), and
PopMail.com, Inc., a Minnesota corporation (the "Secured
Party").
RECITALS
The Debtor and the Secured Party are parties to a
Secured Promissory Note of even date with this Agreement (the
"Note").  The parties intend that the Debtor's obligations to
repay the Note be secured by certain assets of the Debtor.
AGREEMENT

In consideration of the purchase of the Note by the Secured
Party and for other good and valuable consideration, the Debtor hereby agrees
with the Secured Party as follows:
1.	Grant of Security Interest.  To secure
the Debtor's full and timely performance of all of the Debtor's obligations and
liabilities to the Secured Party pursuant to the Note (including, without
limitation, Debtor's obligation to timely pay the principal amount of the Note)
(the "Obligations"), the Debtor hereby grants to the Secured
Party a continuing security interest (the "Security Interest")
in and to all of the property described on Exhibit A to this Agreement
(the "Collateral").  The Security Interest shall be a first and
prior interest in all of the Collateral.
2.	Covenants.  The Debtor covenants and
agrees with the Secured Party that, from and after the date of this Agreement
until the Obligations are paid in full:
(a)	Other Liens.  Except for the Security
Interest, the Debtor is the owner of the Collateral.  No financing statements
covering any Collateral or any proceeds thereof are on file in any public
office.
(b)	Further Documentation.  At any time and
from time to time, upon the written request of the Secured Party, and at the
sole expense of the Secured Party, the Debtor will promptly and duly execute and
deliver such further instruments and documents and take such further action as
the Secured Party may reasonably request for the purpose of obtaining or
preserving the full benefits of this Agreement and of the rights and powers
herein granted, including, without limitation, filing any financing or
continuation statements under the Uniform Commercial Code in effect in any
jurisdiction with respect to the liens created hereby.  The Debtor also hereby
authorizes the Secured Party to file any such financing or continuation
statement without the signature of the Debtor to the extent permitted by
applicable law.  A reproduction of this Agreement shall be sufficient as a
financing statement (or as an exhibit to a financing statement on form UCC-1)
for filing in any jurisdiction.
(c)	Indemnification.  The Debtor agrees to
defend, indemnify and hold harmless the Secured Party against any and all
liabilities, costs and expenses (including, without limitation, legal fees and
expenses): (i) with respect to, or resulting from, any delay in paying, any
and all excise, sales or other taxes which may be payable or determined to be
payable with respect to any of the Collateral or (ii) with respect to, or
resulting from, any delay in complying with any law, rule, regulation or order
of any governmental authority applicable to any of the Collateral.
(d)	Maintenance of Records.  The Debtor will
keep and maintain at its own expense complete and satisfactory records of the
Collateral.
(e)	Inspection Rights.  The Secured Party
shall have full access during normal business hours, and upon reasonable prior
notice, to all the books, correspondence and other records of the Debtor
relating to the Collateral.  The Secured Party or its representatives may
examine such records and make photocopies or otherwise take extracts from such
records.  The Debtor agrees to render to the Secured Party, at the Debtor's
expense, such clerical and other assistance as may be reasonably requested with
regard to the exercise of its rights pursuant to this paragraph.
(f)	Compliance with Laws, etc.  The Debtor
will comply in all material respects with all laws, rules, regulations and
orders of any governmental authority applicable to any part of the Collateral or
to the operation of the Debtor's business; provided, however, that
the Debtor may contest any such law, rule, regulation or order in any reasonable
manner which does not, in the reasonable opinion of the Debtor, adversely affect
the Secured Party's rights or the priority of its liens on the Collateral.
(g)	Payment of Obligations.  The Debtor will
pay promptly when due all taxes, assessments and governmental charges or levies
imposed upon the Collateral or with respect to any of its income or profits
derived from the Collateral, as well as all claims of any kind (including,
without limitation, claims for labor, materials and supplies) against or with
respect to the Collateral, except that no such charge need be paid if
(i) the validity of such charge is being contested in good faith by
appropriate proceedings, (ii) such proceedings do not involve any material
danger of the sale, forfeiture or loss of any of the Collateral or any interest
in the Collateral and (iii) such charge is adequately reserved against on
the Debtor's books in accordance with generally accepted accounting
principles.
(h)	Further Identification of Collateral.
The Debtor will furnish to the Secured Party from time to time statements and
schedules further identifying and describing the Collateral and such other
reports in connection with the Collateral as the Secured Party may reasonably
request, all in reasonable detail.
3.	Secured Party's Appointment as Attorney-in-Fact.

(a)	Powers.  For purposes of this
Agreement, "Event of Default" means Debtor's failure to pay or
discharge the Obligations in full in accordance with the terms of the Note.  The
Debtor hereby appoints the Secured Party and any officer or agent of the Secured
Party, with full power of substitution, as its attorney-in-fact with full
irrevocable power and authority in the place of the Debtor and in the name of
the Debtor or its own name, from time to time in the Secured Party's discretion
so long as an Event of Default has occurred and is continuing, for the purpose
of carrying out the terms of this Agreement, to take any appropriate action and
to execute any instrument which may be necessary or desirable to accomplish the
purposes of this Agreement.  Without limiting the foregoing, so long as an Event
of Default has occurred and is continuing, the Secured Party shall have the
right, without notice to, or the consent of, the Debtor, to do any of the
following on the Debtor's behalf:





	(i)	to pay or discharge any taxes or liens levied or
placed on or threatened against the Collateral;
	(ii)	to direct any party liable for any payment under
any of the Collateral to make payment of any and all amounts due or to become
due thereunder directly to the Secured Party or as the Secured Party
directs;
	(iii)	to ask for or demand, collect, and receive
payment of and receipt for, any payments due or to become due at any time in
respect of or arising out of any Collateral;
	(iv)	to commence and prosecute any suits, actions or
proceedings at law or in equity in any court of competent jurisdiction to
enforce any right in respect of any Collateral;
	(v)	to defend any suit, action or proceeding brought
against the Debtor with respect to any Collateral;
	(vi)	to settle, compromise or adjust any suit, action
or proceeding described in subsection (v) above and to give such discharges
or releases in connection therewith as the Secured Party may deem
appropriate;
	(vii)	to assign any patent right included in the
Collateral of Debtor (along with the goodwill of the business to which any such
patent right pertains), throughout the world for such term or terms, on such
conditions, and in such manner, as the Secured Party shall in its sole
discretion determine; and
	(viii)	generally, to sell, transfer, pledge and make
any agreement with respect to or otherwise deal with any of the Collateral and
to take, at the Secured Party's option and the Debtor's expense, any actions
which the Secured Party deems necessary to protect, preserve or realize upon the
Collateral and the Secured Party's liens on the Collateral and to carry out the
intent of this Agreement, in each case to the same extent as if the Secured
Party were the absolute owner of the Collateral for all purposes.




The Debtor hereby ratifies whatever actions the Secured Party
shall lawfully do or cause to be done in accordance with this Section 3.  This
power of attorney shall be a power coupled with an interest and shall be
irrevocable.
(b)	No Duty on Secured Party's Part.  The
powers conferred on the Secured Party by this Section 3 are solely to protect
the Secured Party's interests in the Collateral and shall not impose any duty
upon it to exercise any such powers.  The Secured Party shall be accountable
only for amounts that it actually receives as a result of the exercise of such
powers, and neither the Secured Party nor any of its officers, directors,
employees or agents shall, in the absence of willful misconduct or gross
negligence, be responsible to the Debtor for any act or failure to act pursuant
to this Section 3.
4.	Remedies.  If an Event of Default has
occurred and is continuing, the Secured Party may exercise, in addition to all
other rights and remedies granted to it in this Agreement and in any other
instrument or agreement relating to the Obligations, all rights and remedies of
a secured party under the Washington Uniform Commercial Code, as amended from
time to time (the "Code").
5.	Limitation on Duties Regarding Preservation of
Collateral.  The Secured Party's sole duty with respect to the custody,
safekeeping and preservation of the Collateral, under RCW 62.9-207 of the Code
or otherwise, shall be to deal with it in the same manner as the Secured Party
deals with similar property for its own account.  Neither the Secured Party nor
any of its directors, officers, employees or agents shall be liable for failure
to demand, collect or realize upon all or any part of the Collateral or for any
delay in doing so or shall be under any obligation to sell or otherwise dispose
of any Collateral upon the request of the Debtor or otherwise.
6.	Powers Coupled with an Interest.  All
authorizations and agencies contained in this Agreement with respect the
Collateral are irrevocable and powers coupled with an interest.
7.	Miscellaneous.

(a)	Amendments and Waivers.  Any term of
this Agreement may be amended with the written consent of the parties or their
respective successors and assigns.  Any amendment or waiver effected in
accordance with this Section 7(a) shall be binding upon the parties and
their respective successors and assigns.
(b)	Transfer; Successors and Assigns. 
The terms and conditions of this Agreement shall be binding upon the Debtor
and its successors and assigns and inure to the benefit of the Secured Party and
its successors and assigns.  Nothing in this Agreement, express or implied, is
intended to confer upon any party other than the parties hereto or their
respective successors and assigns any rights, remedies, obligations
or liabilities under or by reason of this Agreement, except as expressly
provided in this Agreement.
(c)	Governing Law.  This Agreement and all
acts and transactions pursuant hereto and the rights and obligations of the
parties hereto shall be governed, construed and interpreted in accordance with
the laws of the State of Washington, without giving effect to principles of
conflicts of law.
(d)	Counterparts.  This Agreement may be
executed in two or more counterparts, each of which shall be deemed an original
and all of which together shall constitute one instrument.
(e)	Titles and Subtitles.  The titles and
subtitles used in this Agreement are used for convenience only and are not
to be considered in construing or interpreting this Agreement.
(f)	Notices.  Any notice required or
permitted by this Agreement shall be in writing and shall be deemed sufficient
upon receipt, when delivered personally or by courier, overnight delivery
service or confirmed facsimile, or forty-eight (48) hours after being deposited
in the U.S. mail as certified or registered mail with postage prepaid, if such
notice is addressed to the party to be notified at such party's address or
facsimile number as set forth below or as subsequently modified by
written notice.
(g)	Severability.  If one or more provisions
of this Agreement are held to be unenforceable under applicable law, the parties
agree to renegotiate such provision in good faith, in order to maintain the
economic position enjoyed by each party as close as possible to that under the
provision rendered unenforceable.  In the event that the parties cannot reach a
mutually agreeable and enforceable replacement for such provision, then
(i) such provision shall be excluded from this Agreement, (ii) the
balance of the Agreement shall be interpreted as if such provision were so
excluded and (iii) the balance of the Agreement shall be enforceable in
accordance with its terms.
(h)	Entire Agreement.  This Agreement, and
the documents referred to herein constitute the entire agreement between the
parties hereto pertaining to the subject matter hereof, and any and all other
written or oral agreements existing between the parties hereto concerning such
subject matter are expressly canceled.
[Signature Page Follows]
The Debtor and Secured Party have caused this Agreement to be
duly executed and delivered as of the date first above written.
		DEBTOR:


		JBII Corporation

		a Delaware corporation


			By:____________________________

			Name:___________________________

		Title:	___________________________


		Address:	2310 130th Avenue NE
			Suite B-202
			Bellevue, WA  98005

		Facsimile No:(425) 869-3678

SECURED PARTY:
PopMail.com, Inc., 
a Minnesota corporation

By:_________________________

Name:___________________________

Title:  ___________________________	


Address:
1331 Corporate Dr # 350 
Irving, TX 75038
Facsimile Number:  (972) 550-5581



















EX-10.54
26
exh1054.htm
EXHIBIT












Exhibit 10.54


THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A
VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF.  NO SUCH SALE
OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT
RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY
THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.
SECURED PROMISSORY NOTE

$2,250,000.00	December 8, 2000
	Bellevue, Washington

	For value received, JBII Corporation, a Washington
corporation (the "Company"), promises to pay to Popmail.com,
Inc. (the "Holder"), the principal sum of Two Million Two
Hundred Fifty Thousand Dollars and No Cents ($2,250,000.00) (as may be adjusted
as provided in Section 2 below) (the "Principal Amount"), with
zero interest on the unpaid principal hereof; provided, however, in the event
the Company is in default of its obligation to pay any amounts due under this
Note, then interest shall accrue from the date of such default solely on such
amounts at the then applicable prime rate per annum.  This Note is issued
pursuant to that certain Asset Purchase Agreement dated December 8, 2000 by and
among the Company, the Holder and IZ.com, Inc. (the "Asset
Agreement").  All capitalized terms not defined herein shall have the
meaning set forth in the Asset Agreement.  This secured promissory note
("Note") is subject to the following terms and conditions.
1.	Maturity.  This Note will automatically mature and be due
and payable in one of the following options, which option shall be chosen by
Company in its sole discretion except that compliance with option (a) shall
be mandatory upon the occurrence of a Liquidity Event (as defined
below):




(a)	Within five (5) days following the closing of
(i) an underwritten initial public offering of the Company's Common Stock
pursuant to a Registration Statement on Form S-1 under the Securities Act of
1933, as amended (the "IPO"), or (ii) the sale or other
transfer or conveyance of all or substantially all of the Purchased Assets
substantially in exchange for cash consideration, or (iii) the Company's
merger with or into or consolidation with any other corporation (other than a
wholly-owned subsidiary corporation) substantially in exchange for cash
consideration or if the Company effects any other transaction or series of
related transactions substantially in exchange for cash consideration in which
more than fifty percent (50%) of the voting power of the Company is disposed of
and the Company is not the survivor (each of (i), (ii) and (iii) a
"Liquidity Event"); or 

(b) Beginning at the end of the Company's first fiscal
quarter that occurs after the three-year anniversary of the Closing Date (the
"Initial Quarter"), Company shall pay Holder quarterly
installments of exactly 15% of Company's net operating profit (as calculated in
accordance with GAAP) from the previous fiscal quarter, with the first
installment due 30 days after the end of the Initial Quarter and all subsequent
installments payable 30 days after the end of each quarter thereafter, provided
that all amounts due and payable under this Note shall be paid to Holder by no
later than the date that is the eight-year anniversary of the Closing Date;
or

(c) Beginning at the end of the Initial Quarter, if Company
chooses to tender Popmail Stock (as defined in Section 3) pursuant to Section 3,
Company shall pay Holder quarterly installments of shares of Popmail Stock
having a value (determined as set forth in Section 3) equal to at least 50% of
Company's operating profit (as calculated in accordance with GAAP) from the
previous fiscal quarter, with the first installment due 30 days after the end of
the Initial Quarter and all subsequent installments payable 30 days after the
end of each quarter thereafter, provided that all amounts due and payable under
this Note shall be paid to Holder by no later than the date that is the eight-
year anniversary of the Closing Date; or

(d) If Company does not elect (a), (b) or (c) above, then the
Note shall automatically mature and become due and payable in 48 equal monthly
installments, with the first such installment due the date that is the four-year
anniversary of the Closing Date, with subsequent installments due thereafter on
the monthly anniversaries of the Closing Date.




Notwithstanding the foregoing, the entire unpaid principal sum of this Note
shall become immediately due and payable upon the insolvency of the Company, the
commission of any act of bankruptcy by the Company, the execution by the Company
of a general assignment for the benefit of creditors, the filing by or against
the Company of a petition in bankruptcy or any petition for relief under the
federal bankruptcy act or the continuation of such petition without dismissal
for a period of ninety (90) days or more, or the appointment of a receiver or
trustee to take possession of the property or assets of the Company.  
2.	Principal Amount Adjustment.  In the event a
Consideration Adjustment occurs as provided in Section 2.6(a) of the Asset
Agreement or partial forgiveness of the Principal Amount occurs as provided in
Sections 2.6(b) or 2.6(c) of the Asset Agreement, the Principal Amount
shall be correspondingly reduced in an amount equal to such Consideration
Adjustment or partial forgiveness, respectively.  Any such adjustment shall
affect only the Principal Amount, and all other terms and provisions of this
Note shall remain unchanged.
3.	Payment; Prepayment.  All payments shall be made in
either (i) lawful money of the United States of America or (ii) shares of
Popmail.com, Inc. common stock ("Popmail Stock"), in each case
at such place as the Holder hereof may from time to time designate in writing to
the Company.  Any shares of Popmail Stock tendered by Holder pursuant to this
Section 3 shall be valued at the average of the closing trade prices over the
ten day period immediately prior to the date such shares are tendered.
Prepayment of this Note may be made at any time(s) and in any amount(s) without
penalty. 
4.	Transfer; Successors and Assigns.  The terms and
conditions of this Note shall inure to the benefit of and be binding upon the
respective successors and assigns of the parties.  Notwithstanding the
foregoing, the Holder may not assign, pledge, or otherwise transfer this Note
without the prior written consent of the Company, which consent shall not be
unreasonably withheld.  Subject to the preceding sentence, this Note may be
transferred only upon surrender of the original Note for registration of
transfer, duly endorsed, or accompanied by a duly executed written instrument of
transfer in form satisfactory to the Holder.  Thereupon, a new note for the same
Principal Amount and interest will be issued to, and registered in the name of,
the transferee.  Interest and Principal Amount are payable only to the
registered holder of this Note.
5.	Governing Law.  This Note and all acts and transactions
pursuant hereto and the rights and obligations of the parties hereto shall be
governed, construed and interpreted in accordance with the laws of the State of
Washington, without giving effect to principles of conflicts of law.  
6.	Notices.  Any notice required or permitted by this Note
shall be in writing and shall be deemed sufficient upon delivery, when delivered
personally or by a nationally-recognized delivery service (such as Federal
Express or UPS), or forty-eight (48) hours after being deposited in the U.S.
mail, as certified or registered mail, with postage prepaid, addressed to the
party to be notified at such party's address as set forth below or as
subsequently modified by written notice.
7.	Amendments and Waivers.  Any term of this Note may be
amended only with the written consent of the Company and the Holder.  Any
amendment or waiver effected in accordance with this Section 7 shall be
binding upon the Company, the Holder and each transferee of the Note.
8. 	Stockholders, Officers and Directors Not Liable.  In no
event shall any stockholder, officer or director of the Company be liable for
any amounts due or payable pursuant to this Note.
9.	Grant of Security Interest.  This Note is secured by a
security interest in the Purchased Assets in accordance with a separate security
agreement (the "Security Agreement") of even date herewith
between the Company and the Holder, the terms of which are incorporated herein
by reference.  In case of an Event of Default (as defined in the Security
Agreement), the Holder shall have the rights set forth in the Security
Agreement.
10.	Notice Regarding Oral Commitments.  Oral agreements or
oral commitments to loan money extend credit, or to forbear from enforcing
repayment of a debt are not enforceable under Washington law.















COMPANY:

JBII CORPORATION

By:	

Name:	
	(print)
Title:	

Address:  2310 130th Avenue NE, 














	Suite B-202
	Bellevue, WA 98005


AGREED TO AND ACCEPTED:

POPMAIL.com, INC.

By:  ___________________________

Name: _________________________
	           (print)
Title:  __________________________

Address:	1333 Corporate Drive
		Suite 350
		Irving, TX  75038




















EX-10.55
27
exh1055.htm
EXHIBIT












Exhibit 10.55



Asset Purchase Agreement

	This Asset Purchase Agreement (the "Agreement") is
entered into as of December 8, 2000, by and between JBII Corporation, a Delaware
corporation ("Buyer"), PopMail.com, Inc.
("PopMail"), a Minnesota corporation and IZ.com, Inc., a
Delaware corporation and wholly owned subsidiary of PopMail
("IZ" and together with PopMail, the
"Seller").

RECITALS

	IZ conducts a business, which among other things provides content
creation and development for publication on multiple electronic platforms
through the use of the Vignette StoryServer software, both under IZ's own brand
and for clients on a client branded basis (the "IZ Business").
For all purposes of this Agreement, "IZ Business" shall exclude all
the assets and liabilities of PopMail Network, Inc., a Texas company based in
Dallas, Texas and Fan Asylum, Inc., a California company based in San Francisco,
California.  Buyer desires to acquire from Seller, and Seller desires to sell to
Buyer, substantially all of the assets of the IZ Business on the terms and
subject to the conditions set forth in this Agreement.

AGREEMENT

	In consideration of the mutual agreements, representations,
warranties and covenants set forth below, Buyer and Seller agree as follows:

1.	Definitions.

1.1	Definitions.  As used in this Agreement, the
following terms shall have the following meanings:
(a)	"Affiliate" means with respect
to any Person, a Person directly or indirectly controlling or controlled by or
under common control with such Person.
(b)	"Closing" means the
consummation of the transactions contemplated hereby.
(c)	"Closing Date" means the date
of the Closing.
(d)	"Code" means the Internal
Revenue Code of 1986, as amended.
(e)	"Environmental Laws" shall
mean all federal, regional, state, county or local laws, statutes, ordinances,
decisional law, rules, regulations, codes, orders, decrees, directives and
judgments relating to public health or safety, pollution, damage to or
protection of the environment, any environmental contamination or pollution or
threatened contamination or pollution of, or the release or threatened release
of hazardous materials into the environment, whether existing in the past or
present or hereafter enacted, rendered, adopted or promulgated.  Environmental
Laws shall include, but are not limited to, the following laws, and the
regulations promulgated thereunder, as the same may be amended from time to
time:  the Comprehensive Environmental Response Compensation and Liability Act
(42 U.S.C. 9601 et seq.) ("CERCLA"); the Resource
Conservation and Recovery Act (42 U.S.C. 6901 et seq.)
("RCRA"); the Clean Air Act (42 U.S.C. 7401 et
seq.); the Clean Water Act (33 U.S.C. 1251 et seq.); and
state environmental laws.
(f)	"GAAP" means generally
accepted accounting principles of the United States of America.
(g)	"Governmental Authorizations"
means the permits, authorizations, consents or approvals of any Governmental
Entity which are a condition to the lawful consummation of the transactions
contemplated hereby listed on Schedule 1.1(g) to this Agreement.
(h)	"Governmental Entity" means
any court, or any federal, state, municipal or other governmental authority,
department, commission, board, agency or other instrumentality (domestic or
foreign).
(i)	"Lien" means any mortgage,
pledge, lien, security interest or agreement, option, covenant, condition,
restriction, encumbrance, lease, conditional sales contract, title retention
device, charge or other third-party claim of any kind.
(j)	"Material Adverse Effect" with
respect to a Person means any event, change or effect that is materially adverse
to the condition (financial or otherwise), properties, assets, liabilities,
business, operations or results of operations of such Person and its Affiliates,
taken as a whole.
(k)	"Person" means an individual,
corporation, partnership, association, trust, government or political
subdivision or agent or instrumentality thereof, or other entity or
organization.
(l)	"Taxes" means all taxes,
however denominated, including any interest, penalties or other additions to tax
that may become payable in respect thereof, (i) imposed by any federal,
territorial, state, local or foreign government or any agency or political
subdivision of any such government, for which Buyer could become liable as
successor to or transferee of the IZ Business or the Purchased Assets or which
could become a charge against or lien on any of the Purchased Assets, which
taxes shall include, without limiting the generality of the foregoing, all sales
and use taxes, ad valorem taxes, excise taxes, business license taxes,
occupation taxes, real and personal property taxes, stamp taxes, environmental
taxes, real property gains taxes, transfer taxes, payroll and employee
withholding taxes, unemployment insurance contributions, social security taxes,
and other governmental charges, and other obligations of the same or of a
similar nature to any of the foregoing, which are required to be paid, withheld
or collected, or (ii) any liability for amounts referred to in (i) as a result
of any obligations to indemnify another person or as a result of being a member
of a consolidated, combined or unitary group.
2.	Sale and Purchase


	2.1  	Transfer of Assets.  Subject to the terms and
conditions of this Agreement, Seller shall sell, assign, grant, transfer, and
deliver (or cause to be sold, assigned, granted, transferred and delivered) to
Buyer, or to any Affiliate of Buyer designated by Buyer, and Buyer shall
purchase and accept from Seller as of the Closing Date, free and clear of all
Liens, all of the Seller's rights, title and interest in and to all of the
assets enumerated below as the same shall exist on the Closing Date (the
"Purchased Assets"): 

(a)	all tangible personal property and leases of and other
interests in tangible personal property used in connection with the IZ Business
as set forth on Schedule 2.1(a);
(b)	all rights under the contracts, agreements, leases and
other interests in personal property, licenses, commitments, sales and purchase
orders and other instruments, listed on Schedule 2.1(b) (collectively the
"Contracts");
(c)	all of the accounts receivable, notes receivable and
other receivables listed on Schedule 2.1(c);
(d)	all prepaid expenses relating to the operation of the
IZ Business including, but not limited to Taxes, leases and rentals, and Seller
will use its commercially reasonable best efforts to take all action necessary
with appropriate third parties to transfer such prepaid expenses to Buyer as of
the Closing Date;
(e)	all of Seller's rights, claims, credits, causes of
action or rights of set-off against third parties relating to the Purchased
Assets, including, without limitation, unliquidated rights under warranties;
(f)	all copyrights, copyright registrations, proprietary
processes, trade secrets, license rights, specifications, technical manuals and
data, drawings, inventions, designs, patents, patent applications, trade names,
trademarks, service marks, product information and data, know-how and
development work-in-progress, customer lists, software, business and marketing
plans and other intellectual or intangible property embodied in or pertaining to
the IZ Business, whether pending, applied for or issued, whether filed in the
United States or in other countries, including without limitation the items
listed in Schedule 2.1(f), together with all associated goodwill;
(g)	all things authored, discovered, developed, made,
perfected, improved, designed, engineered, acquired, produced, conceived or
first reduced to practice by Seller or any of its employees or agents that are
embodied in, derived from or otherwise directly related to the IZ Business, in
any stage of development, including, without limitation, modifications,
enhancements, designs, concepts, techniques, methods, ideas, flow charts, coding
sheets, notes and all other information relating to the IZ Business;
(h)	any and all design and code documentation,
methodologies, processes, trade secrets, copyrights, design information, product
information, technology, formulae, routines, engineering specifications,
technical manuals and data, drawings, inventions, know-how, techniques,
engineering work papers, and notes, development work-in-process, and other
proprietary information and materials of any kind relating to, used in, or
derived from the Purchased Assets (collectively with subsections (f) and (g),
the "Intellectual Property");
(i)	all permits, authorizations, consents and approvals of
any Governmental Entity affecting or relating in any way to the IZ Business,
including without limitation, the items listed on Schedule 2.1(i) (the
"Permits");
(j)	all books, records, files and papers, whether in hard
copy or electronic format, used in the IZ Business, including without
limitation, engineering information, sales and promotional literature, manuals
and data, sales and purchase correspondence, lists of present, former and
prospective suppliers or customers, personnel and employment records, and any
information relating to Taxes imposed on the IZ Business or Purchased
Assets;
(k)	all computer software programs, data and associated
licenses used in connection with the IZ Business;
(l)	all goodwill associated with the IZ Business or the
Purchased Assets, together with the right to represent to third parties that
Buyer is the successor to the IZ Business; and
(m)	all subscriber and customer lists associated with the
IZ Business or the Purchased Assets. 
2.2	Excluded Assets.  Buyer agrees that notwithstanding any
provision of Section 2.1 the assets of Seller listed on Schedule 2.2 (the
"Excluded Assets") shall be excluded from the Purchased
Assets.
2.3	Transfer of Liabilities. Subject to the terms and
conditions of this Agreement, Buyer or an Affiliate of Buyer designated by Buyer
agrees, effective as of the Closing Date, to assume the following liabilities
(the "Assumed Liabilities"):
(a)	the liabilities set forth on Schedule 2.3(a) to
the extent set forth thereon; and
(b)	the obligations of Seller arising under the Contracts,
other than any and all payment obligations arising or existing under the
Contracts prior to the Closing Date which are identified within 120 days
following the Closing Date.
2.4	Excluded Liabilities.  Except for those liabilities
expressly assumed by Buyer or any Affiliate designated by Buyer pursuant to
Section 2.3, Buyer shall not assume and shall not be liable for, and Seller
and its direct or indirect subsidiaries shall retain and remain solely liable
for and obligated to discharge, all of the debts, contracts, agreements,
commitments, obligations and other liabilities of any nature whatsoever of
Seller and its direct and indirect subsidiaries, whether known or unknown,
accrued or not accrued, fixed or contingent, including without limitation, the
following:
(a)	Any liability for breaches by Seller or any of its
respective direct or indirect subsidiaries on or prior to the Closing Date of
any contract or any other instrument, contract or purchase order, or any
liability for payments or amounts due under any Contract or any other
instrument, contract or purchase order on or prior to the Closing Date; 
(b)	Any liability or obligation for Taxes attributable to
or imposed upon Seller or any of its direct or indirect subsidiaries, or
attributable to or imposed upon the Purchased Assets for any period (or portion
thereof) through and including the Closing Date, including, without limitation,
any Taxes attributable to or arising from the transactions contemplated by this
Agreement;
(c)	Any liability or obligation for or in respect of any
loan, other indebtedness for money borrowed, or account payable of Seller or any
of its direct or indirect subsidiaries, including any such liabilities owed to
Affiliates of Seller;
(d)	Any liability or obligation arising as a result of any
legal or equitable action or judicial or administrative proceeding initiated at
any time, to the extent relating to any action or omission on or prior to the
Closing Date by or on behalf of Seller or any of its direct or indirect
subsidiaries, including, without limitation, any liability for infringement of
intellectual property rights, breach of product warranty, injury or death caused
by products, or violations of federal or state securities or other laws;
(e)	Any liability or obligation arising on or prior to the
Closing Date out of any "employee benefit plan," as such term is
defined by the Employee Retirement Income Security Act of 1974
("ERISA") or other employee benefit plans; 
(f)	Any liability or obligation for making payments of any
kind (including as a result of the sale of Purchased Assets or as a result of
the termination of employment by Seller of employees, or other claims arising
out of the terms and conditions of employment with Seller, or for vacation or
severance pay or otherwise) to employees of Seller or in respect of payroll
taxes for employees of Seller; 
(g)	Any liability of Seller incurred in connection with
the making or performance of this Agreement and the transactions contemplated
hereby;
(h)	Any liability of Seller arising out of the violation
of or failure to comply with any Environmental Laws applicable to any aspect of
the IZ Business; and
(i)	Any costs or expenses of Seller incurred in connection
with shutting down, deinstalling and removing equipment not purchased by Buyer,
and the costs associated with all contracts and agreements not assumed by
Buyer.
2.5	Consideration.  Subject to the performance by Seller of
all of its obligations under this Agreement (including delivering all documents
required to be delivered) at the Closing, in consideration of the acquisition of
the Purchased Assets under Section 2.1, Buyer agrees (i) to deliver to Seller a
non-interest bearing promissory note (the "Note") in the form
attached hereto as Exhibit A in the stated principal amount of
$2,250,000, subject to adjustment as provided in Section 2.6 (collectively with
the Warrant (as defined below, the "Consideration"); and (ii)
to assume the Assumed Liabilities, and Seller agrees to deliver to Buyer a
warrant to purchase 840,000 shares of PopMail common stock (the
"Warrant") in the form attached hereto as Exhibit B.

2.6	Adjustments to Consideration; Certain Third Party
Payments.
(a)	In the event that either (i) Buyer makes any
payment to any of the third parties listed on Schedule 2.6(a) due to Seller's
failure to pay amounts due or liabilities incurred under Contracts with these
third parties or (ii) Seller does not transfer all prepaid expenses
relating to the IZ Business to Buyer as of the Closing Date pursuant to
Section 2.1(d) hereof, then Seller shall promptly deliver to Buyer, either
in cash or written evidence acceptable to Buyer of Seller's partial forgiveness
of the Note, an amount equal to 175% of the Damages (as defined in Section 10.2)
attributable to such agreements and/or prepaid expenses, respectively (the
"Consideration Adjustment"). Damages shall include any amounts
paid by Buyer plus attorneys fees and expenses and other expenses and costs
incurred by Buyer that are reasonably related to paying these third parties the
amounts due them by Seller prior to Closing.  In the event Seller elects to pay
such Consideration Adjustment through partial forgiveness of the Note, Buyer and
Seller hereby agree to take all action necessary to amend the principal amount
due under the Note to reflect such Consideration Adjustment.  
(b)	In the event Buyer makes any payment in respect of any
Taxes described in Section 6.5 below as a result of Seller's failure to pay such
Taxes when due, Seller shall promptly deliver to Buyer written evidence
acceptable to Buyer of Seller's partial forgiveness of the Note in an amount
equal to the amount of Damages (defined in Section 10.2 below) Buyer incurs
in respect of such Taxes, and Buyer and Seller hereby agree to take all action
necessary to amend the principal amount due under the Note to reflect such
forgiveness.
(c)	In the event Seller fails to include the shares of
PopMail common stock purchased or purchasable by Buyer upon the exercise of the
Warrant in the first registration statement covering PopMail's stock filed by
the Company subsequent to November 30, 2000 under the Securities Act of 1933, as
amended (other than any registration statement on Form S-4, S-8 or any other
similarly inappropriate form, or any successor forms thereto, but including,
without limitation, the registration statement on Form S-3 that PopMail was
preparing as of November 30, 2000), Seller shall promptly deliver to Buyer
written evidence acceptable to Buyer of Seller's partial forgiveness of the Note
in an amount such that the Consideration (not taking into account any other
adjustments that may also be made pursuant to this Section 2.6) shall equal One
Million Five Hundred Thousand Dollars ($1,500,000.00), and Buyer and Seller
hereby agree to take all action necessary to amend the principal amount due
under the Note to reflect such forgiveness.
(d)	Seller agrees to remit to Buyer in cash within 10
business days after the Closing Date, the amount of Seller's deferred revenue
attributable to the IZ Business as of the Closing Date determined in accordance
with GAAP.
2.7	Allocation of Consideration.  The Consideration shall be
allocated among the Purchased Assets and other expenses as provided in
Exhibit C prepared by Buyer for purposes of complying with
the requirements of Section 1060 of the Code and the regulations thereunder.
Buyer and Seller agree to each prepare and file on a timely basis with the
Internal Revenue Service (and applicable state tax authorities) substantially
identical and supplemental Internal Revenue Service Forms 8594 (and
corresponding state tax forms) consistent with Buyer's reasonable and lawful
allocation of the Consideration and which gives effect to any Consideration
Adjustment or the actual dates on which payment is made under the Note.  If any
Tax authority challenges such allocation, the party receiving notice of such
challenge shall give the other prompt written notice thereof and the parties
shall cooperate in order to preserve the effectiveness of such allocation.
3.	Closing

3.1  	Closing.  Subject to the terms and conditions
of this Agreement, the Closing shall take place on such date, as soon as
practicable after all conditions precedent in Sections 8 and 9 have been
satisfied or waived, as the parties may agree, but in any case, no later than
December 8, 2000 (the "Closing Date").
3.2  	Actions at the Closing.  At the Closing, Seller shall
deliver the Purchased Assets to Buyer, Buyer shall deliver the Consideration to
Seller, and Buyer and Seller shall take such actions and execute and deliver
such agreements, bills of sale, and other instruments and documents as necessary
or appropriate to effect the transactions contemplated by this Agreement in
accordance with its terms, including without limitation the following:
(a)	Bill of Sale; Assignment and Assumption
Agreement.  Seller shall deliver to Buyer a general Bill of Sale
substantially in the form attached as Exhibit D and with respect
to each Contract, or item of Intellectual Property, an Assignment and Assumption
Agreement substantially in the form attached as Exhibit E (the
"Transfer Documents") in each case duly executed by Seller, and
in the aggregate assigning to Buyer all of Seller's right, title and interest in
and to the Purchased Assets.  Buyer may designate one or more of its Affiliates
as the recipient of certain of the Purchased Assets, and as the party to assume
certain of the Assumed Liabilities, in which case Seller shall transfer such
Purchased Assets and Assumed Liabilities to Buyer or the Affiliate(s) designated
by Buyer pursuant to such Transfer Documents.  
(b)	Consideration.  Buyer shall deliver the
Consideration to Seller.
(c)	Title.  Seller shall provide reasonable
evidence of valid title to such of the Purchased Assets as Buyer may reasonably
request in writing prior to the Closing, in form and substance reasonably
satisfactory to Buyer.
(d)	Third Party Consents and Assignments.
Seller shall deliver to Buyer any assignments, and any required consents to
assignment, that it has obtained in respect of the Contracts, duly executed by
parties having the authority to so assign or consent to assign, in form and
substance as Buyer shall reasonably request, as well as a written confirmation
from such third parties that the Contracts are in good standing.
(e)	Seller Documents.  At the Closing,
Seller shall deliver to Buyer any and all documents required to satisfy the
conditions set forth in Section 9 of this Agreement and any other closing
documents reasonably requested by Buyer.
(f)	Buyer Documents.  At the Closing, Buyer
shall deliver to Seller any and all documents required to satisfy the conditions
set forth in Section 8 of this Agreement and any other closing documents
reasonably requested by Seller.
(g)	Post-Closing Actions.  Subsequent to the
Closing Date, Seller shall, and shall cause any Affiliate of Seller to, from
time to time execute and deliver, upon the request of Buyer, all such other and
further materials and documents and instruments of conveyance, transfer or
assignment as may reasonably be requested by Buyer to effect, record or verify
the transfer to and vesting in Buyer of Seller's and any of Seller's Affiliates'
right, title and interest in and to the Purchased Assets, free and clear of all
Liens in accordance with the terms of this Agreement.
4.	Representations and Warranties of
Seller.
Each representation and warranty set forth below is qualified by any
exception or disclosures set forth in the Seller Disclosure Schedule attached
hereto, which exceptions specifically reference the Section(s) to be qualified.
In all other respects, each representation and warranty set out in this Section
4 is not qualified in any way whatsoever, will not merge on Closing or by reason
of the execution and delivery of any agreement, document or instrument at the
Closing, will remain in force on and after the Closing Date, is given with the
intention that liability is not confined to breaches discovered before Closing,
is separate and independent and is not limited by reference to any other
representation or warranty or any other provision of this Agreement, and is made
and given with the intention of inducing the Buyer to enter into this Agreement.
Seller represents and warrants to Buyer as follows:
4.1	Organization, Standing and Power.  Seller is a
corporation duly organized, validly existing and in good standing under the laws
of its jurisdiction of organization. Seller has the requisite corporate power
and authority and all necessary permits, authorizations, consents, and approvals
of all Governmental Entities to own, lease and operate its properties and to
carry on the IZ Business as now being conducted and as proposed to be conducted,
except where the failure to have such power, authority and governmental
approvals would not, individually or in the aggregate, have a Material Adverse
Effect on the IZ Business. Seller is duly qualified or licensed as a foreign
corporation to do business, and is in good standing, in each jurisdiction where
the character of the properties owned, leased or operated by it or the nature of
its business makes such qualification or licensing necessary, except for
failures to be so qualified or licensed and in good standing that would not,
individually or in the aggregate, have a Material Adverse Effect on the IZ
Business.
4.2	Authority.  The execution and delivery of this Agreement
(and all other agreements and instruments contemplated under this Agreement) by
Seller, the performance by Seller of its obligations hereunder and thereunder,
and the consummation by Seller of the transactions contemplated hereby and
thereby have been duly authorized by all necessary action by the Board of
Directors and shareholders of Seller, and no other act or proceeding on the part
of or on behalf of Seller or its shareholders is necessary to approve the
execution and delivery of this Agreement and such other agreements and
instruments, the performance by Seller of its obligations hereunder and
thereunder and the consummation of the transactions contemplated hereby and
thereby.  The signatory officers of Seller have the power and authority to
execute and deliver this Agreement and all of the other agreements and
instruments to be executed and delivered by Seller pursuant hereto, to
consummate the transactions hereby and thereby contemplated and to take all
other actions required to be taken by Seller pursuant to the provisions hereof
and thereof.
4.3	Execution and Binding Effect.  This Agreement has been
duly and validly executed and delivered by Seller and constitutes, and the other
agreements and instruments to be executed and delivered by Seller pursuant
hereto, upon their execution and delivery by Seller, will constitute (assuming,
in each case, the due and valid authorization, execution and delivery thereof by
Buyer), legal, valid and binding agreements of Seller, enforceable against
Seller in accordance with their respective terms.
4.4	Consents and Approvals of Governmental Entities. Other
than the Governmental Authorizations, there is no requirement applicable to
Seller to make any filing, declaration or registration with, or to obtain any
permit, authorization, consent or approval of, any Governmental Entity as a
condition to the lawful consummation by Seller of the transactions contemplated
by this Agreement and the other agreements and instruments to be executed and
delivered by Seller pursuant hereto or the consummation by Seller of the
transactions contemplated herein or therein.
4.5	No Violation.  Neither the execution, delivery and
performance of this Agreement and all of the other agreements and instruments to
be executed and delivered pursuant hereto, nor the consummation of the
transactions contemplated hereby or thereby, will, with or without the passage
of time or the delivery of notice or both, (a) conflict with, violate or
result in any breach of the terms, conditions or provisions of the Articles of
Incorporation or Bylaws of Seller, (b) conflict with or result in a
violation or breach of, or constitute a default or require consent of any Person
(or give rise to any right of termination, cancellation or acceleration) under,
any of the terms, conditions or provisions of any contract, notice, bond,
mortgage, indenture, license, franchise, permit, agreement, lease or other
instrument or obligation to which Seller is a party or by which Seller or any of
the Purchased Assets may be bound, (c) violate any statute, ordinance or
law or any rule, regulation, order, writ, injunction or decree of any
Governmental Entity applicable to Seller or by which any properties or assets of
Seller may be bound, or (d) result in any cancellation of, or obligation to
repay, any grant, loan or other financial assistance received by Seller from any
Governmental Entity.  No "bulk sales" legislation applies to the
transactions contemplated by this Agreement.
4.6	Consents.  Schedule 4.6 sets forth each
agreement, contract or other instrument binding upon Seller requiring a consent
as a result of the execution, delivery and performance of this Agreement or the
consummation of the transactions contemplated hereby, except such consents as
would not, individually or in the aggregate, have a Material Adverse Effect if
not received by the Closing Date (each a "Required
Consent").
4.7	Financial Statements.  The Seller has made available to
Buyer the audited consolidated financial statements of PopMail (including
balance sheet, income statement and statement of cash flows) as of January 2,
2000, for the fiscal year then ended together with the consolidated financial
statements of PopMail contained in PopMail's Quarterly Reports on Form 10-Q for
fiscal year 2001 filed with the Securities and Exchange Commission
(collectively, the "Financial Statements").  The Financial
Statements have been prepared in accordance with generally accepted accounting
principles applied on a consistent basis throughout the periods indicated.  The
Financial Statements fairly present the financial condition and operating
results of the Seller as of the dates, and for the periods, indicated therein,
subject, in the case of interim financial statements, to normal year-end audit
adjustments. Except as set forth in the Financial Statements, the Seller has no
material liabilities, contingent or otherwise, other than (i) liabilities
incurred in the ordinary course of business subsequent to October 1, 2000
and (ii) obligations under contracts and commitments incurred in the
ordinary course of business and not required under generally accepted accounting
principles to be reflected in the Financial Statements, which, in both cases,
individually or in the aggregate are not material to the financial condition or
operating results of the Seller.

4.8	Absence of Certain Changes.  Since November 1, 2000
Seller has conducted the IZ Business in the ordinary course consistent with past
practice and Seller:  

(a)	has not created, incurred or assumed (i) any
borrowings under capital leases, or (ii) any obligation which in any
material way affect the IZ Business, the Purchased Assets or Buyer's ability to
conduct the IZ Business in substantially the same manner and condition as
conducted by Seller on the date of this Agreement;
(b)	has not changed in any manner the compensation of, or
agreed to provide additional benefits to, or enter into any employment agreement
with, any Employee (as defined in Section 7.1);
(c)	has maintained insurance coverage in amounts adequate
to cover the reasonably anticipated risks of the business conducted with the
Purchased Assets;
(d)	has not acquired or agreed to acquire by merging or
consolidating with, or by purchasing any assets or equity securities of, or by
any other manner, any business or any corporation, partnership, association or
other business organization or division thereof, or otherwise acquire or agree
to acquire any assets which are material, individually or in the aggregate, to
the IZ Business;
(e)	has not sold, disposed of or encumbered any of the
Purchased Assets or licensed any Purchased Assets to any Person except for the
sale of Inventory in the normal course of business consistent with past
practice;
(f)	has not engaged in any special promotion, which
promotes the sale of Inventory with highly discounted terms;
(g) 	has not entered into any agreements or commitments
relating to the business conducted with the Purchased Assets, except on
commercially reasonable terms in the ordinary course of business;
(h)	has complied in all material respects with all laws
and regulations applicable to the IZ Business;
(i)	has not entered into any agreement with any third
party for the distribution of any of the Purchased Assets;
(j)	has not changed or announced any change to the
products or services sold by the IZ Business except with Buyer's written consent
or at Buyer's request;
(k)	has not violated, amended or otherwise change in any
way the terms of any of the Contracts;
(l)	has not commenced a lawsuit related to or involving
the Purchased Assets other than (i) for the routine collection of bills; or (ii)
for a breach of this Agreement;
(m)	has not assigned, sold or otherwise conveyed to any
third party, any of its accounts receivable prior to the Closing Date; or
(n)	made any agreement to do any of the foregoing.
4.9  	Assets Generally.
(a)	The Purchased Assets include all properties, tangible
and intangible, and only such properties, currently used by Seller in operating
the IZ Business and necessary for Buyer to operate the IZ Business after the
Closing Date in a manner substantially equivalent to the manner in which Seller
has operated the IZ Business  prior to and through the Closing Date. Other than
the Required Consents and the Governmental Approvals, no licenses or other
consents from, or payments to, any other Person are or will be necessary for
Buyer to operate the IZ Business and use the Purchased Assets in the manner in
which Seller has operated the same.
(b)	Seller holds good and marketable title, license to or
leasehold interest in  all of the Purchased Assets and has the complete and
unrestricted power and the unqualified right to sell, assign and deliver the
Purchased Assets to Buyer.  Upon consummation of the transactions contemplated
by this Agreement, Buyer will acquire good and marketable title, license or
leasehold interest to the Purchased Assets free and clear of any Liens and there
exists no restriction on the use or transfer of the Purchased Assets, except as
may be assumed hereunder by Buyer as an Assumed Liability.  No Person other than
Seller has any right or interest in the Purchased Assets, including the right to
grant interests in the Purchased Assets to third parties, except for Purchased
Assets licensed or leased from third parties which are set forth in the Seller
Disclosure Schedule and identified as such.
(c)	Except as provided in this Agreement, no restrictions
will exist on Buyer's right to sell, resell, license or sublicense any of the
Purchased Assets or engage in the IZ Business, nor will any such restrictions be
imposed on Buyer as a consequence of the transactions contemplated by this
Agreement or by any agreement referenced in this Agreement.
(d)	All of the Purchased Assets are in good operating
condition and repair, as required for their use in the IZ Business as presently
conducted, and conform to all applicable laws, and no notice of any violation of
any law relating to any of the Purchased Assets or Assumed Liabilities has been
received by Seller.
4.10	Intellectual Property.
(a)	The execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated hereby
(including without limitation the continued conduct by Buyer after the Closing
Date of the IZ Business as presently conducted by Seller and the incorporation
of any Intellectual Property in any product of Buyer or an affiliate of Buyer)
will not breach, violate or conflict with any instrument or agreement governing
any Intellectual Property necessary or required for, or used in, the conduct of
the IZ Business as presently conducted and will not cause the forfeiture or
termination or give rise to a right of forfeiture or termination of any such
Intellectual Property or in any material way impair the right of Buyer or any of
its Affiliates to use, sell, license or dispose of, or to bring any action for
the infringement of, any such Intellectual Property or portion thereof;
(b)	Neither the development, manufacture, marketing,
license, sale or use of any product or Intellectual Property currently licensed,
used or sold by Seller or currently under development violates or will violate
any license or agreement to which Seller is a party or infringes or will
infringe any copyright, patent, trademark, service mark, trade secret or other
intellectual property or other proprietary right of any other party.  All
registered trademarks, service marks, patents and copyrights held by Seller are
valid and subsisting.  There is no pending or threatened claim or litigation
contesting the validity, ownership or right to use, sell, license or dispose of
any of the Purchased Assets (including without limitation the Intellectual
Property) necessary or required for, or used in, the conduct of the business of
Seller as presently conducted nor is there any basis for any such claim, nor has
Seller received any notice asserting that any such Purchased Asset (including
without limitation the Intellectual Property) or the proposed use, sale, license
or disposition thereof conflicts or will conflict with the rights of any other
party, nor is there any basis for any such assertion.  To the best of Seller's
knowledge, there is no unauthorized use, infringement or misappropriation on the
part of any third party of the Purchased Assets (including without limitation
the Intellectual Property); and
(c)	Seller has taken reasonable steps (including, without
limitation, entering into confidentiality and non-disclosure agreements with all
officers and employees of and consultants to Seller with access to or knowledge
of the Purchased Assets (including without limitation the Intellectual
Property)) to maintain the secrecy and confidentiality of, and its proprietary
rights in, the Purchased Assets (including without limitation the Intellectual
Property) necessary or required for, or used in, the conduct of the business of
Seller as presently conducted.  The Seller Disclosure Schedule contains a
complete and accurate list of all applications, filings and other formal actions
made or taken pursuant to federal, state, local and foreign laws by Seller to
perfect or protect its interest in the Purchased Assets, including, without
limitation, all patents, patent applications, trademarks, trademark
applications, service marks and copyright or mask work registrations.
(d)	All fees to maintain Seller's rights in the
Intellectual Property, including, without limitation, patent and trademark
registration and prosecution fees and all professional fees in connection
therewith pertaining to the Intellectual Property due and payable on or before
the Closing Date, have been paid by Seller or will be paid by Seller within a
reasonable period after the Closing.
4.11	Supply Agreements.  
(a)	The only obligations of Seller to deliver or supply
products or services are identified in Schedule 2.1(b) as Co-publishing
or Content Agreements (such agreements, as supplemented below, are referred to
collectively as the "Supply Agreements").  Seller has provided
a true and complete copy of all Supply Agreements to Buyer.  All such Supply
Agreements are in full force and effect and are valid and effective in
accordance with their respective terms against Seller, as the case may be, and
against the other party thereto.  Seller holds right, title and interest under
the terms of each Supply Agreement free of all Liens.  Seller is not in default
under any such Supply Agreements (or has caused an event which with notice or
lapse of time, or both, would constitute a default), nor, to the best of
Seller's knowledge, is the other party thereto in default (or has caused an
event which with notice or lapse of time, or both, would constitute a default)
under any such Supply Agreements.
(b)	Seller has not entered into any agreement under which
Seller is restricted from selling, licensing or otherwise distributing any
products or services to any class of customers, in any geographic area, during
any period of time or in any segment of the market.
(c)	After the Closing, Buyer will not be prevented by any
act of Seller from changing prices charged to existing or future customers of
any products or services.
(d)	Seller has not granted any third party the right to
supply any products or services of the IZ Business to any other third party.  No
agreement for supply of the products or services by Seller obligates Seller, and
no agreement would obligate Buyer after the Closing Date, to provide any change
in specification of such products or services or to provide new products or
services.  No agreement pursuant to which Seller has licensed the use of any
products to any third party obligates Seller to provide any change in
specification in the performance of such products or to provide new products or
services.
4.12	Warranties and Indemnities.  The Seller Disclosure
Schedule sets forth a summary of all warranties and indemnities, express or
implied, relating to products sold or services rendered by Seller, and no
warranty or indemnity has been given by Seller which is not listed on the Seller
Disclosure Schedule or which differs therefrom in any respect.  Seller is in
compliance with all warranties described in the Seller Disclosure Schedule.  The
Seller Disclosure Schedule also indicates all warranty and indemnity claims
currently pending against Seller.
4.13	Accounts Receivable.  All accounts receivable, notes
receivable and other receivables included in the Purchased Assets are valid,
genuine and fully collectible in the aggregate amount thereof, net of Seller's
allowances for doubtful accounts attributable to the IZ Business determined in
accordance with GAAP.
4.14	Licenses and Permits. Seller holds all consents,
approvals, registrations, certifications, authorizations, permits and licenses
of, and has made all filings with, or notifications to, all Governmental
Entities pursuant to applicable requirements of all federal, state, local and
foreign laws, ordinances, governmental rules or regulations applicable to the
business, including, but not limited to, all such laws, ordinances, governmental
rules or regulations relating to registration of the products of the IZ Business
(at their current level of development and use) and certification of the
facilities of the IZ Business, except where the failure to hold any such
consent, approval, registration, certification, authorization, permit or license
of, or make any filing with, or notification to, any Governmental Entity would
not have a Material Adverse Effect on the IZ Business.  The IZ Business is in
compliance with all federal, state, local and foreign laws, ordinances,
governmental rules and regulations relating to the products manufactured by the
IZ Business or otherwise related to the IZ Business, except where the failure to
comply with any such federal, state, local or foreign law, ordinance,
governmental rule or regulation would not have a Material Adverse Effect on the
IZ business, and Seller has no reason to believe that any consents, approvals,
authorizations, registrations, certifications, permits, filings or notifications
that it has received or made to operate the IZ Business are invalid or have been
or are being suspended, canceled, revoked or questioned.  There is no
investigation or inquiry to which Seller is a party or, to Seller's knowledge,
pending or threatened, relating to the IZ Business and its compliance with
applicable foreign, state, local or foreign laws, ordinances, governmental rules
or regulations.  Each such consent, approval, registration, certification,
authorization, permit or license is transferable and shall be transferred to
Buyer in accordance with the terms of this Agreement.
4.15	Employees.
(a)	Schedule 4.15 sets forth the names and job
titles of all of the Employees.  All employees, consultants, officers, directors
and shareholders of Seller or any Seller subsidiary that have had access to the
Purchased Assets are parties to a written agreement (a "Confidentiality
Agreement"), under which each such person or entity (i) is
obligated to disclose and transfer to Seller, without the receipt by such person
of any additional value therefor (other than normal salary or fees for
consulting services), all inventions, developments and discoveries which, during
the period of employment with or performance of services for Seller, he or she
makes or conceives of either solely or jointly with others, that relate to any
subject matter with which his or her work for Seller may be concerned, or relate
to or are connected with the IZ Business, products or projects of Seller, or
involve the use of the time, material or facilities of Seller, and (ii) is
obligated to maintain the confidentiality of proprietary information of Seller.
None of Seller's employees, consultants, officers or directors is obligated
under any contract (including licenses, covenants or commitments of any nature)
or other agreement, or to the best of Seller's knowledge subject to any
judgment, decree or order of any court or administrative agency, that would
conflict with their obligation to promote the interests of Seller with regard to
the IZ Business or the Purchased Assets or that would conflict with the IZ
Business or the Purchased Assets.  Neither the carrying on of the IZ Business by
its employees and consultants, nor to the best of Seller's knowledge the
execution or the delivery of this Agreement, will conflict with or result in a
breach of the terms, conditions or provisions of, or constitute a default under,
any contract, covenant or instrument under which any of such persons or entities
are now obligated.  It is currently not necessary nor will it be necessary for
Seller to utilize in the IZ Business any inventions of any of such persons or
entities (or people it currently intends to hire) made or owned prior to their
employment by or affiliation with Seller, nor is it or will it be necessary to
utilize any other assets or rights of any such persons or entities (or people it
currently intends to hire) made or owned prior to their employment with or
engagement by Seller, in violation of any registered patents, trade names,
trademarks or copyrights or any other limitations or restrictions to which any
such persons or entity is a party or to which any of such assets or rights may
be subject.  To the Seller's knowledge, none of Seller's employees, consultants,
officers, directors or shareholders that has had knowledge or access to
information relating to the Purchased Assets has taken, removed or made use of
any proprietary documentation, manuals, products, materials, or any other
tangible item from his or her previous employer relating to the Purchased Assets
by such previous employer which has resulted in Seller's access to or use of
such proprietary items included in the Purchased Assets, and Seller will not
gain access to or make use of any such proprietary items in the IZ Business,
except to the extent that any such activities would not have a material adverse
effect on the Purchased Assets or the IZ Business.
(b)	Except for the Confidentiality Agreement, there are no
written or oral contracts of employment between Seller and any Employee.
(c)	Seller is not a party to any collective bargaining
agreement covering any employee and Seller knows of no effort to organize any of
its employees as a part of any collective bargaining unit.  Seller's employees
are not members of a trade union certified as a bargaining agent with the Seller
and, to the best of Seller's knowledge, no proceedings to implement any such
certifications are pending.
4.16	Employee Benefit and Compensation Plans.  Buyer will
incur no liability with respect to, or on account of, and Seller will retain any
liability for, and on account of, any employee benefit plan of Seller, any of
its Affiliates or any predecessor employer of any employee, including, but not
limited to, liabilities Seller may have to such employees under all employee
benefit schemes, incentive compensation plans, bonus plans, pension and
retirement plans, profit-sharing plans (including any profit-sharing plan with a
cash-or-deferred arrangement) share purchase and option plans, savings and
similar plans, medical, dental, travel, accident, life, disability and other
insurance and other plans or arrangements, whether written or oral and whether
"qualified" or "non-qualified," or to any employee as a
result of termination of employment by Seller as contemplated by this Agreement
(including any liabilities under the Consolidated Omnibus Budget Reconciliation
Act ("COBRA")).  Seller has not, with respect to any employee,
maintained or contributed to, or been obligated or required to contribute to,
any retirement or pension plan or any employee benefit plan.  The Seller has
complied with all of its obligations (including obligations to make
contributions) in respect of the retirement or pension funds of which its
employees are beneficiaries, there is no outstanding liability of the Seller or
any of its Affiliates to any such funds and all such funds are fully funded to
meet all potential claims for benefits by any and all such employees and any
former employee.  
	4.17	Taxes.  All Taxes have been or will be paid by
Seller which are due or properly accrued with respect to all periods (or
portions thereof) prior to and including the Closing Date, and at the request of
Buyer, Seller shall provide Buyer with proof of such payment.  Seller and any
other person required to file returns or reports of Taxes have duly and timely
filed (or will file prior to the Closing Date) all returns and reports of Taxes
required to be filed prior to such date, and all such returns and reports are
true, correct, and complete.  There are no liens for Taxes on any of the
Purchased Assets.  Seller has complied with all record keeping and tax reporting
obligations relating to income and employment taxes due with respect to
compensation paid to employees or independent contractors providing services to
the IZ Business.  Seller is not a "foreign person" within the meaning
of Section 1445(f)(3) of the Code.  There are no pending or, to Seller's
knowledge, threatened proceedings with respect to Taxes, and there are no
outstanding waivers or extensions of statutes of limitations with respect to
assessments of  Taxes.  No agreement or arrangement regarding compensation of
any employee providing services to the IZ Business provides for any payments
which could result in a nondeductible expense to the Buyer pursuant to
Section 280G of the Code or an excise tax to the recipient of such payment
pursuant to Section 4999 of the Code.

 4.18	Compliance with Law.  The operation of the IZ Business
has been conducted in all material respects in accordance with all applicable
laws, regulations and other requirements of Governmental Entities having
jurisdiction over the same.
4.19	Material Contracts.
(a)	Schedule 2.1(b) contains a list of all Contracts which
are material to the Business.
(b)	Except as would not, individually or in the aggregate,
have a Material Adverse Effect on the IZ Business, each Contract is a legal,
valid and binding agreement, and none of the Contracts is in default by its
terms or has been canceled by the other party; Seller is not in receipt of any
claim of default under any such Contract; and Seller does not anticipate any
termination or change to, or receipt of a proposal with respect to, any such
Contract as a result of the transactions contemplated hereby.  Seller has
furnished Buyer with true and complete copies of all such Contracts together
with all amendments, waivers or other changes thereto.  
4.20	Litigation; Other Claims.
(a)	There are no claims, actions, suits, inquiries,
proceedings, or investigations against Seller, or any of its officers, directors
or shareholders, relating to the IZ Business, the Purchased Assets or Seller's
employees which are currently pending or, to the best of Seller's knowledge,
threatened, at law or in equity or before or by any Governmental Entity, or
which challenges or seeks to prevent, enjoin, alter or materially delay any of
the transactions contemplated hereby, nor is Seller aware of any basis for such
claims, actions, suits, inquiries, proceedings, or investigations; and no
Governmental Entity has at any time challenged or questioned the legal right of
Seller to manufacture, offer or sell any of its products or services in the
present manner or style thereof.
(b)	There are no grievance or arbitration proceedings
pending or threatened, and there are no actual or threatened strikes or work
stoppages with respect to the IZ Business, the Purchased Assets or Seller's
employees, nor is Seller aware of any basis for such proceedings or events.
4.21	Defaults.  Seller is not in default under or with
respect to any judgment, order, writ, injunction or decree of any court or any
Governmental Entity which could reasonably be expected to have a Material
Adverse Effect on the IZ Business or any of the Purchased Assets.  There does
not exist any default by Seller or by any other Person, or event that, with
notice or lapse of time, or both, would constitute a default under any agreement
entered into by Seller as part of the operations of the IZ Business which could
reasonably be expected to have a Material Adverse Effect on the IZ Business or
the Purchased Assets, and no notices of breach thereof have been received by
Seller.
4.22	Schedules.  The schedules describing the Purchased
Assets are complete and accurate and describe the assets in the possession of,
or used by Seller in connection with the IZ Business.  The property listed in
such Schedules constitutes all of the tangible and intangible property necessary
for the conduct by Seller of the IZ Business.
4.23	Full Disclosure.  Seller is not aware of any facts
pertaining to the Purchased Assets which affect the IZ Business or the Purchased
Assets in a materially adverse manner or which will in the future affect the IZ
Business or the Purchased Assets in a materially adverse manner.  Neither this
Agreement nor any other agreement, exhibit, schedule or officer's certificate
being entered into or delivered pursuant to this Agreement contains any untrue
statement of a material fact or omits to state any material fact necessary in
order to make the statements contained in such document not misleading.
4.24	Brokers and Finders.  Neither Seller nor any of its
officers, directors or employees has employed any broker or finder or incurred
any liability for any brokerage fee, commission or finder's fee in connection
with the transactions contemplated by this Agreement.
4.25	Fair Consideration; No Fraudulent Conveyance.  The sale
of the Purchased Assets pursuant to this Agreement is made in exchange for fair
and equivalent consideration.  Seller is not now insolvent and will not be
rendered insolvent by the sale, transfer and assignment of the Purchased Assets
pursuant to the terms of this Agreement.  Seller is not entering into this
Agreement or any of the other agreements referenced in this Agreement with the
intent to defraud, delay or hinder its creditors and the consummation of the
transactions contemplated by this Agreement, and the other agreements referenced
in this Agreement, will not have any such effect.  The transactions contemplated
in this Agreement or any agreements referenced in this Agreement will not
constitute a fraudulent conveyance, or otherwise give rise to any right of any
creditor of Seller to any of the Purchased Assets after the Closing.
4.26	Insurance.  The Seller Disclosure Schedule lists all
insurance policies and fidelity bonds covering the Purchased Assets.  There is
no claim by Seller pending under any of such policies or bonds as to which
coverage has been questioned, denied or disputed by the underwriters of such
policies and bonds.  All premiums due and payable under all such policies and
bonds have been paid and Seller is otherwise in material compliance with the
terms of such policies and bonds (or other policies and bonds providing
substantially similar insurance coverage).  There is no threatened termination
of, or material premium increase with respect to, any of such policies.
5.	Representations and Warranties of Buyer

	Buyer represents and warrants to Seller as follows:

5.1	Organization.  Buyer is a corporation duly formed and
validly existing under the laws of Delaware and has full corporate power and
authority and the legal right to execute and deliver this Agreement and all of
the other agreements and instruments to be executed and delivered by Buyer
pursuant hereto, and to consummate the transactions contemplated hereby and
thereby.
5.2	Authority.  The execution and delivery of this Agreement
(and all other agreements and instruments contemplated hereunder) by Buyer, the
performance by Buyer of its obligations hereunder and thereunder, and the
consummation by Buyer of the transactions contemplated hereby and thereby have
been duly authorized by all necessary action by the Board of Directors of Buyer,
and no other act or proceeding on the part of Buyer or its shareholders is
necessary to approve the execution and delivery of this Agreement and such other
agreements and instruments, the performance by Buyer of its obligations
hereunder and thereunder and the consummation of the transactions contemplated
hereby and thereby.  The signatory officers of Buyer have the power and
authority to execute and deliver this Agreement and all of the other agreements
and instruments to be executed and delivered by Buyer pursuant hereto, to
consummate the transactions hereby and thereby contemplated and to take all
other actions required to be taken by Buyer pursuant to the provisions hereof
and thereof.
5.3	Execution and Binding Effect.  This Agreement and the
Note have been duly and validly executed and delivered by Buyer and constitutes,
and the other agreements and instruments to be executed and delivered by Buyer
pursuant hereto, upon their execution and delivery by Buyer, will constitute
(assuming, in each case, the due and valid authorization, execution and delivery
thereof by Seller), legal, valid and binding agreements of Buyer, enforceable
against Buyer in accordance with their respective terms, except as
enforceability may be limited by bankruptcy, insolvency, moratorium, or other
laws affecting the enforcement of creditors' rights generally or provisions
limiting competition, and by equitable principles.
5.4	Consent and Approvals.  There is no requirement
applicable to Buyer to make any filing, declaration or registration with, or to
obtain any permit, authorization, consent or approval of, any Governmental
Entity as a condition to the lawful consummation by Buyer of the transactions
contemplated by this Agreement and the other agreements and instruments to be
executed and delivered by Buyer pursuant hereto, except for filings (a) which
are referred to in the Seller Disclosure Schedule or (b) the failure of making
which would not have a Material Adverse Effect on the transactions contemplated
hereby.
5.5	No Violation.  Neither the execution, delivery and
performance of this Agreement and of all the other agreements and instruments to
be executed and delivered pursuant hereto, nor the consummation of the
transactions contemplated hereby or thereby, will, with or without the passage
of time or the delivery of notice or both, (a) conflict with, violate or
result in any breach of the terms, conditions or provisions of the Certificate
of Incorporation or Bylaws of Buyer, (b) conflict with or result in a
violation or breach of, or constitute a default or require consent of any Person
(or give rise to any right of termination, cancellation or acceleration) under,
any of the terms, conditions or provisions of any notice, bond, mortgage,
indenture, license, franchise, permit, agreement, lease or other instrument or
obligation to which Buyer is a party or by which Buyer or any of its properties
or assets may be bound, or (c) violate any statute, ordinance or law or any
rule, regulation, order, writ, injunction or decree of any Governmental Entity
applicable to Buyer or by which any of its properties or assets may be
bound.
6.	Covenants.
6.1	Access to Information.
(a)	Prior and subsequent to the Closing, Seller will
permit Buyer to make a full and complete investigation of the Purchased Assets
and to receive from Seller all information of Seller relating to the Purchased
Assets or reasonably related to Seller's conduct of the IZ Business.  Without
limiting this right, Seller will give to Buyer and its accountants, legal
counsel, and other representatives full access, during normal business hours, at
a mutually agreeable location arranged in advance, to all of the books, records,
files, documents, properties, and contracts of Seller relating to the Purchased
Assets or reasonably related to Seller's conduct of the IZ Business and allow
Buyer and any such representatives to make copies thereof, all of which shall be
made available in an organized fashion and so as to facilitate an orderly
review.  This Section 6.1 shall not affect or be deemed to modify any
representation or warranty contained herein or the conditions to the obligations
of the parties to consummate the transactions contemplated by this Agreement.
Seller shall maintain and make available the information and records specified
in this Section 6.1(a) in the ordinary course of Seller's business and document
retention policies, as if the transactions contemplated by this Agreement had
not occurred.
(b)	At all times following the Closing, each party shall
provide the other party (at such other party's expense) with such reasonable
assistance, including the provision of available relevant records or other
information and reasonable access to and cooperation of any employees, as may be
reasonably requested by either of them in connection with the preparation of any
financial statement or tax return, any audit or examination by any taxing
authority, or any judicial or administrative proceeding relating to liability
for Taxes.
6.2	Third Party Consents.  Seller and Buyer shall use
commercially reasonable efforts to obtain, within the applicable time periods
required, all Required Consents, waivers, permits, consents and approvals and to
effect all registrations, filings and notices with or to third parties or
Governmental Entities which are necessary to consummate the transactions
contemplated by this Agreement so as to preserve all rights of, and benefits to,
the Buyer in the Purchased Assets.  Nothing in this Agreement shall be construed
as an assignment of, or an attempt to assign to Buyer, any contract (or rights
therein) or Governmental Entity authorization which, as a matter of law or by
its terms, is (i) not assignable, or (ii) not assignable without the
approval or consent of the issuer thereof or the other party or parties thereto,
without first obtaining such approval or consent (collectively, "Non-
Assignable Rights").  In connection with such Non-Assignable Rights, and
without prejudice to the rights of Buyer elsewhere in this Agreement, Seller
shall, at the request of Buyer:
(a)	apply for and use all reasonable efforts to obtain all
consents or approvals contemplated by the Purchased Assets (or rights therein)
or Governmental Entity authorization, in a form satisfactory to Buyer acting
reasonably;
(b)	co-operate with Buyer in any reasonable and lawful
arrangements designed to provide the benefits of such Non-Assignable Rights to
Buyer, including holding any such Non-Assignable Rights in trust for Buyer or
acting as agent for Buyer;
(c)	enforce any rights of Seller arising from such Non-
Assignable Rights against the issuer thereof or the other party or parties
thereto;
(d)	take all such actions and do, or cause to be done, all
such things at the request of Buyer as shall reasonably be necessary and proper
in order that the value of any Non-Assignable Rights shall be preserved and
shall enure to the benefit of Buyer; and
(e)	pay over to Buyer, all monies collected by or paid to
Seller in respect of such Non-Assignable Rights. 
If Seller is unable to lawfully provide the benefit of any Non-Assignable
Right to Buyer, it shall not, at any time, use such Non-Assignable Right for its
own purposes or assign or provide the benefit of such Non-Assignable Right to
any other party. 
6.3	Certain Notifications.  At all times prior to the
Closing, Seller and Buyer shall promptly notify the other party in writing of
the occurrence of any event which will result, or has a reasonable prospect of
resulting, in the failure to satisfy any of the conditions specified in Section
8 or Section 9 of this Agreement.
6.4	Best Efforts.  The Seller shall use its commercially
reasonable best efforts (i) to cause to be fulfilled and satisfied all of
the conditions to the Closing set forth in Section 8 below, (ii) to cause
to be performed all of the matters required of it at the Closing and
(iii) to cause the Contracts to be assigned to Buyer.
6.5	Tax Returns.  Seller shall, to the extent that failure
to do so could adversely affect Buyer, the IZ Business or the Purchased Assets
following Closing, (a) continue to file in a timely manner all returns and
reports relating to Taxes, and such returns and reports shall be true, correct
and complete and shall be subject to the review and consent of Buyer which
consent shall not be unreasonably withheld, and (b) be responsible for and
pay when due any and all Taxes attributable to or imposed upon Seller or any of
its direct or indirect subsidiaries, or attributable to or imposed upon the
Purchased Assets for any period (or portion thereof) through and including the
Closing Date, including, without limitation, any Taxes attributable to or
arising from the transactions contemplated by this Agreement.  In the event
Buyer makes any payment in respect of such Taxes as a result of Seller's failure
to pay such Taxes when due, there shall be a partial forgiveness of the Note as
set forth in Section 2.6(b) above.
6.6	Post-Closing Access to Information.  If, after the
Closing Date, in order properly to operate the IZ Business or prepare documents
or reports required to be filed with governmental authorities or Buyer's
financial statements, it is necessary that Buyer obtain additional information
within Seller's possession relating to the Purchased Assets or the IZ Business,
Seller will furnish or cause its representatives to furnish such information to
Buyer.  Such information shall include, without limitation, all agreements
between Seller and any Person relating to the IZ Business. Seller shall maintain
and make available the information and records specified in this Section 6.6 for
a period of five (5) years after the Closing Date.
6.7	Post-Closing Cooperation.  Seller agrees that, if
reasonably requested by Buyer, it will cooperate with Buyer, at Buyer's expense,
in enforcing the terms of any agreements between Seller and any third party
involving the IZ Business, including without limitation terms relating to
confidentiality and the protection of intellectual property rights.  In the
event that Buyer is unable to enforce its intellectual property rights against a
third party as a result of a rule or law barring enforcement of such rights by a
transferee of such rights, Seller agrees to reasonably cooperate with Buyer by
assigning to Buyer such rights as may be required by Buyer to enforce its
intellectual property rights in its own name.  If such assignment still does not
permit Buyer to enforce its intellectual property rights against the third
party, Seller agrees to initiate proceedings against such third party in
Seller's name, provided that Buyer shall be entitled to participate in such
proceedings and provided further that Buyer shall be responsible for the
expenses of such proceedings.
6.8	No Post-Closing Retention of Copies.  Immediately after
the Closing, Seller shall deliver to Buyer or destroy copies of Purchased Assets
in Seller's possession that are in addition to copies delivered to Buyer as part
of the Closing, whether such copies are in paper form, on computer media or
stored in another form; provided, however, that Seller may retain and use
copies of financial books and records relating to the IZ Business as well as
other documents required by law to be kept by Seller for the sole purpose of
preparing its financial statements and other reports required by applicable law.
The Seller shall not be permitted to use the financial books and records of the
IZ Business for any other reason.
6.9	Public Announcements.  On and prior to the Closing Date,
Buyer and Seller shall advise and confer with each other prior to the issuance
of any reports, statements or releases concerning this Agreement (including the
exhibits and schedules hereto) and the transactions contemplated herein.
Neither Buyer nor Seller will make any public disclosure prior to the Closing or
with respect to the Closing unless both parties agree on the text and timing of
such public disclosure; provided, however, that nothing contained herein
shall prevent either party at any time from furnishing any information to any
Governmental Entity.  Immediately after this Agreement is signed, both parties
will make public announcements to their respective share exchanges; the text of
such public announcements will be reviewed by the parties prior to release.
6.10	Post-Closing Actions.  Subsequent to the Closing Date,
Seller shall, from time to time, execute and deliver, upon the request of Buyer,
all such other and further materials and documents and instruments of
conveyance, transfer or assignment as may reasonably be requested by Buyer to
effect, record or verify the transfer to, and vesting in Buyer, of Seller's
right, title and interest in and to the Purchased Assets, free and clear of all
Liens, in accordance with the terms of this Agreement.
6.11	Financial Statements.  In the event
Buyer is required by the rules and regulations promulgated by the U.S.
Securities and Exchange Commission to produce any financial statements covering
a period or periods prior to the Closing Date, then Seller at Buyer's expense
shall assist Buyer in the preparation thereof as reasonably requested by Buyer.

6.12	Permits.  Seller will assist Buyer in
obtaining any licenses, permits or authorizations required for carrying on the
IZ Business but which are not transferable.
6.13	Taxes. Seller shall be responsible for
paying, shall promptly discharge when due, and shall reimburse, indemnify and
hold harmless Buyer from, any sales or use, transfer, real property gains,
excise, stamp, or other similar Taxes arising from, imposed on or attributable
to the transactions contemplated by this Agreement, and any other Taxes which
are due or properly accrued with respect to all periods (or portions thereof)
prior to and including the Closing Date, and at the request of Buyer, Seller
shall provide Buyer with proof of such payment.
7.	Employee Matters

7.1	Transferred Employees.

(a)	Offer of Employment.  Subject to and
in accordance with the provisions of this Section 7, Buyer may offer employment
to any or all of the employees who are employed by Seller in the IZ Business as
of the date of this Agreement (the "Employees").  Seller agrees
that it will cooperate with Buyer to identify those employees of Seller who are
necessary for the conduct the IZ Business.  Prior to the Closing, Buyer, after
notice to Seller as to the timing and method of contact, shall have the right to
contact any or all of the Employees for the purposes of making offers of
employment with Buyer (or any Affiliate designated by Buyer) after the Closing
Date and receiving written acceptances of such employment (in each case
contingent on consummation of the transactions contemplated by this Agreement).
Upon Closing, Buyer (or any Affiliates designated by Buyer) shall hire those
Employees to whom it has made an offer in accordance with this Section 7.1 and
who accept such offer in the manner and within the time frame reasonably
established by Buyer. Each such Employee who is employed by Seller on the
Closing Date and who actually transfers to employment with Buyer (or any
Affiliate designated by Buyer) at or after the Closing Date as a result of an
offer of employment made by Buyer is hereafter referred to as a
"Transferred Employee."  Transferred Employees shall not
include any person on a disability leave of more than twenty-six (26) weeks.  On
a periodic basis following the date of this Agreement and prior to the Closing,
Buyer shall advise Seller of its intentions with respect to the employees it
desires to extend or has extended offers to and the general status of
discussions with such employees.  Buyer hereby notifies Seller of Buyer's intent
to offer employment to all Employees set forth on Schedule 7.1(a) on terms
and conditions substantially equivalent to, or greater than, such Employees'
current terms and conditions of employment.  Notwithstanding such periodic
disclosures made to Seller, Buyer shall not be obligated to hire any employee
unless an offer of employment is subsequently made to, and accepted by, such
employee; in addition, Buyer shall have no obligation to hire any employees of
Seller after the Closing Date.
(b)	Transition.  Seller hereby agrees that
it will not terminate the employment of any Employee prior to the Closing;
provided, however, that Seller will terminate the employment of Ronald Dan Berst
and Philip Bane immediately prior to the Closing.  The employment by Seller of
the Transferred Employees shall end at the close of business on the Closing Date
and the employment of the Transferred Employees by Buyer shall commence at
12:01 a.m. on the day after the Closing Date.  The terms of employment with
Buyer (or Buyer's Affiliates) shall be as mutually agreed to between each
Transferred Employee and Buyer (or Buyer's Affiliate, as the case may be),
subject to the provisions of this Section 7.1.  Between the date of this
Agreement and the Closing Date, Seller will provide each Transferred Employee
with the same level of compensation as that currently provided by Seller.  Buyer
shall have no obligation with respect to payments of salary, compensation,
wages, health or similar benefits, commissions, bonuses (deferred or otherwise),
severance (including any severance pay owed to Ronald Dan Berst and Philip
Howard Bane), stock or stock options or any other sums due to any Transferred
Employee that accrued as of or before the Closing Date.  Other than as listed on
Schedule 7.1(b), Seller will be fully responsible for all amounts payable
to any employee who is not a Transferred Employee, including (without
limitation) all termination payments, redundancy compensation, severance pay,
accrued vacation pay and other amounts payable in respect of the termination of
employment of any employee in connection with the sale of the Purchased Assets
to the Buyer.  In addition, Seller will be fully responsible for all amounts
owing to Transferred Employees prior to Closing.
(c)	Retention of Employees Prior to Closing.
Seller agrees to use reasonable efforts to retain the Employees as employees of
the IZ Business until the Closing Date, and to assist Buyer in securing the
employment after the Closing Date of those Employees to whom Buyer (or
designated by Buyer) makes or intends to make offers of employment under
subsection (a) above.  Seller shall not transfer any Employee to employment with
Seller outside of the IZ Business prior to the Closing or without the consent of
Buyer.  Seller shall notify Buyer promptly if, notwithstanding the foregoing,
any Employee terminates employment with Seller after the date of this Agreement
but prior to the Closing.  Buyer may request Seller to hire additional employees
for the IZ Business, in which case Seller will use commercial reasonable efforts
to identify and hire such employees.
7.2	Compensation and Benefits of Transferred Employees.
Coverage for Transferred Employees under Buyer's compensation and benefit plans
and other programs shall commence as of 12:01 a.m. on the day after the Closing
Date.  Buyer shall be free to establish its own employee benefit plans; Buyer
shall have no obligation to offer benefit plans of the same type or with terms
similar to or better than the terms of Seller's current employee benefit plans.
Buyer may, at its option, give each Transferred Employee credit for such
Transferred Employee's years of most recent continuous service with Seller for
purposes of determining participation and benefit levels under all of Buyer's
vacation policies and benefit plans and programs.
7.3	Other Employees of the IZ Business.  With respect to
each employee of the IZ Business as of the Closing Date who is not a Transferred
Employee (each a "Non-Transferred Employee"), Seller agrees to
either terminate such Non-Transferred Employee's employment with Seller,
effective prior to the Closing or offer such Non-Transferred Employee continued
employment with Seller other than in the IZ Business.  Seller further
acknowledges that the Non-Transferred Employees shall not be employees of Buyer
after the Closing.
7.4	No Right to Continued Employment or Benefits.  No
provision in this Agreement shall create any third party beneficiary or other
right in any Person (including any beneficiary or dependent thereof) for any
reason, including, without limitation, in respect of continued, resumed or new
employment with Seller or Buyer (or any Affiliate of Seller or Buyer) or in
respect of any benefits that may be provided, directly or indirectly, under any
plan or arrangement maintained by Seller, Buyer or any Affiliate of Seller or
Buyer.  Except as otherwise expressly provided in this Agreement, Buyer is under
no obligation to hire any employee of Seller, provide any employee with any
particular benefits, or make any payments or provide any benefits to those
employees of Seller whom Buyer chooses not to employ.
8.	Conditions to Buyer's Obligations


	The obligations of Buyer under this Agreement are subject to the
fulfillment, prior to or on the Closing Date, of each of the following
conditions, all or any of which may be waived by Buyer in writing, except as
otherwise provided by law:
8.1	Representations and Warranties True; Performance;
Certificate. 
(a)	The representations and warranties of Seller contained
in this Agreement shall be true and correct in all material respects as of the
Closing Date with the same effect as though such representations and warranties
had been made or given again at and as of the Closing Date;
(b)	Seller shall have performed and complied with all of
its agreements, covenants and conditions required by this Agreement to be
performed or complied with by them prior to or on the Closing Date;
(c)	The conditions set forth in this Section 8 have been
fulfilled or satisfied, unless otherwise waived in writing by Buyer; and
(d)	Buyer shall have received a certificate, dated as of
the Closing Date, signed and verified by an officer of Seller on behalf of
Seller certifying to the matters set forth in Sections 8.1(a) and 8.1(b)
above.
8.2	Consents.  All Governmental Authorizations, Required
Consents and consents required to transfer the Contracts to Buyer on the terms
and conditions provided to Seller, without change as a result of the transfer to
Buyer, shall have been obtained.
8.3	No Proceedings or Litigation.
(a)  No preliminary or permanent injunction or other order
shall have been issued by any Governmental Entity, nor shall any statute, rule,
regulation or executive order be promulgated or enacted by any Governmental
Entity which prevents the consummation of the transactions contemplated by this
Agreement.
(b)  No suit, action, claim, proceeding or investigation
before any Governmental Entity shall have been commenced and be pending against
any of the parties, or any of their respective Affiliates, associates, officers
or directors, seeking to prevent transactions contemplated by this Agreement,
including, without limitation, the sale of the Purchased Assets or asserting
that the sale of the Purchased Assets would be illegal or create liability for
damages or which may have a Material Adverse Effect on the IZ Business or the
Purchased Assets.
8.4	Documents.  This Agreement, the exhibits and schedules
attached hereto, and any other instruments of conveyance and transfer and all
other documents to be delivered by Seller at the Closing and all actions of
Seller required by this Agreement and the exhibit agreements, or incidental
thereto, and all related matters, shall be in form and substance reasonably
satisfactory to Buyer and Buyer's counsel and shall be in full force and
effect.
8.5	Governmental Filings.  The parties shall have made any
required filing with Governmental Entities in connection with this Agreement and
the exhibit agreements, and any approvals related thereto shall have been
obtained or any applicable waiting periods shall have expired.  If a proceeding
or review process by a Governmental Entity is pending in which a decision is
expected, Buyer shall not be required to consummate the transactions
contemplated by this Agreement until such decision is reached or rendered,
notwithstanding Buyer's legal ability to consummate the transactions
contemplated by this Agreement prior to such decision being reached or rendered.

8.6	No Material Adverse Change.  There shall have been no
material adverse change in the financial condition or results of operations of
the IZ Business on the Closing Date as compared with the date of this
Agreement.
8.7	Termination of Benefit Plans.  Seller shall have
provided Buyer with evidence, reasonably satisfactory to Buyer as to the
termination of all benefit plans and payments owing by Seller relating to all
Employees and the termination of all Non-Transferred Employees' benefit
plans.
8.8	Legal Opinion.  Buyer shall have
received a legal opinion from Maslon Edelman Borman & Brand, LLP, legal
counsel to Seller, dated the Closing Date, in a form satisfactory to Buyer.
8.9	Outside Financing.  Buyer shall have received equity
financing in an amount of no less than $1,000,000 in aggregate proceeds and on
terms satisfactory to Buyer prior to the Closing Date. 
8.10	Operations Manual.  Prior to the Closing Date, Buyer
shall have received and been assigned ownership of a written manual, produced by
PopMail at its own cost, detailing the operations of the IZ Publishing System
that is in form and substance satisfactory to Buyer.
8.11	Severance Due Transferred Employees. Seller shall have
agreed in writing to pay any Transferred Employee (including Ronald Dan Berst
and Philip Howard Bane) 50% of the severance due from Seller within ten (10)
business days of Closing and the remaining 50% within twenty (20) business days
of Closing.
9.	Conditions to Seller's Obligations


	The obligations of Seller under this Agreement are subject to the
fulfillment, prior to or on the Closing Date, of each of the following
conditions, all or any of which may be waived in writing by Seller, except as
otherwise provided by law:

9.1	Representations and Warranties True; Performance.
(a)	The representations and warranties of Buyer contained
in this Agreement shall be true and correct in all material respects as of the
Closing Date with the same effect as though such representations and warranties
had been made or given again at and as of the Closing Date;
(b)	Buyer shall have performed and complied with all of
its agreements, covenants and conditions required by this Agreement to be
performed or complied with by them prior to or on the Closing Date;
(c)	Seller shall have received a certificate, dated as of
the Closing Date, signed and verified by an officer of Buyer on behalf of Buyer
certifying to the matters set forth in Sections 9.1(a) and 9.1(b) above.
9.2	No Proceeding or Litigation.
(a)  No preliminary or permanent injunction or other order
shall have been issued by any Governmental Entity, nor shall any statute, rule,
regulation or executive order be promulgated or enacted by any Governmental
Entity which prevents the consummation of the transactions contemplated by this
Agreement.
(b)  No suit, action, claim, proceeding or investigation
before any Governmental Entity shall have been commenced and be pending against
any of the parties, or any of their respective Affiliates, associates, officers
or directors, seeking to prevent the sale of the Purchased Assets or asserting
that the sale of the Assets would be illegal or create liability for
damages.
9.3	Documents.  This Agreement, any other instruments of
conveyance and transfer and all other documents to be delivered by Buyer to
Seller at the Closing and all actions of Buyer required by this Agreement or
incidental thereto, and all related matters, shall be in form and substance
reasonably satisfactory to Seller and Seller's counsel.
9.4	Governmental Filings.  The parties shall have made any
filing required with Governmental Entities, and any approvals shall have been
obtained or any applicable waiting periods shall have expired.  If a proceeding
or review process by a Governmental Entity is pending in which a decision is
expected, Seller shall not be required to consummate the transactions
contemplated by this Agreement until such decision is reached or rendered,
notwithstanding Seller's legal ability to consummate the transactions
contemplated by this Agreement prior to such decision being reached or
rendered.
9.5	Fairness Opinion.   Seller shall have received an
opinion from its financial adviser, Duff & Phelps, stating that in the
opinion of such financial adviser, the terms of the Purchase are fair and
reasonable to the shareholders of Seller from a financial point of view.  Seller
shall bear all costs of obtaining such an opinion. 
9.6	Legal Opinion.  Seller shall have received a legal
opinion from Venture Law Group, A Professional Corporation, legal counsel to
Buyer, dated the Closing Date, in a form satisfactory to Seller.
10.	Indemnification.
10.1	Survival of Representations and Warranties.  All
covenants to be performed prior to the Closing Date, and all representations and
warranties in this Agreement or in any instrument delivered pursuant to this
Agreement shall survive the consummation of the transactions contemplated hereby
and continue until the two (2) year anniversary of the Closing Date (the
"Indemnification Termination Date"); provided that if
any claims for indemnification have been asserted with respect to any such
representations, warranties and covenants prior to the Indemnification
Termination Date, the representations, warranties and covenants on which any
such claims are based shall continue in effect until final resolution of any
claims, and provided, further, that representations, warranties
and covenants relating to Taxes shall survive until 30 days after expiration of
all applicable statutes of limitations relating to such  Taxes.  All covenants
to be performed after the Closing Date shall continue indefinitely.
Notwithstanding the foregoing, all representations, warranties and covenants in
this Agreement relating to Taxes shall continue until 30 days after expiration
of all applicable statutes of limitations. 
10.2	Indemnification of Buyer.  Subject to the limitations
set forth in this Section 10, from and after the Effective Time, Seller shall
protect, defend, indemnify and hold harmless Buyer and Buyer's Affiliates,
officers, directors, employees, representatives and agents (each of the
foregoing Persons is hereinafter referred to individually as a "Buyer
Indemnified Person" and collectively as "Buyer Indemnified
Persons") from and against any and all losses, costs, damages,
liabilities, fees (including without limitation reasonable attorneys' fees) and
expenses (collectively, the "Damages"), that any of the Buyer
Indemnified Persons incurs by reason of or in connection with any claim, demand,
action or cause of action alleging misrepresentation, breach of, or default in
connection with, any of the representations, warranties, covenants or agreements
of the Seller contained in this Agreement, including any exhibits or schedules
attached hereto, known to Buyer prior to the Indemnification Termination Date.
Damages in each case shall be net of the amount of any insurance proceeds and
indemnity and contribution actually recovered by Buyer.
10.3	Indemnification of Seller.  Subject to the limitations
set forth in this Section 10, from and after the Effective Time, Buyer shall
protect, defend, indemnify and hold harmless Seller and Seller's Affiliates,
officers, directors, employees, representatives and agents (each of the
foregoing Persons is hereinafter referred to individually as a "Seller
Indemnified Person" and collectively as "Seller Indemnified
Persons") from and against any and all Damages that any of the Seller
Indemnified Persons incurs by reason of or in connection with any claim, demand,
action or cause of action alleging misrepresentation or breach of any of the
representations or warranties of the Buyer contained in Section 5 of this
Agreement known to Seller prior to the Indemnification Termination Date.
Damages in each case shall be net of the amount of any insurance proceeds and
indemnity and contribution actually recovered by Seller.
10.4	Method of Asserting Claims.  All claims
for indemnification pursuant to this Section 10 shall be made in accordance with
the following provisions: 
Buyer or Seller, as applicable, shall deliver to Seller or
Buyer, respectively, at any time on or before the Indemnification Termination
Date, a certificate signed by any officer of Buyer or Seller, as applicable (an
"Officer's Certificate"):
(i)	stating that Buyer or Seller, as applicable, or any
other Buyer Indemnified Person or Seller Indemnified Person, respectively, has
paid or incurred Damages and
(ii)	specifying in reasonable detail the individual items
of Damages included in the amount so stated, the date each such item was paid or
incurred and the nature of the misrepresentation, breach of warranty or claim to
which such item is related.
Seller or Buyer, as applicable, shall have thirty (30) days to object in
writing to any claim or claims made in such Officer's Certificate pursuant to
Section 10.5 below.  After the expiration of such thirty-day period, if Seller
or Buyer, as applicable, has raised no objections, Seller or Buyer, as
applicable, shall deliver to Buyer or Seller, respectively, as promptly as
practicable, either cash or, in the case of Seller, written evidence of Seller's
partial forgiveness of the Note, in each case in an amount equal to such
Damages.
10.5	Resolution of Conflicts; Arbitration.

(i)	In case Seller or Buyer, as applicable, shall
object in writing to any claim or claims made in any Officer's Certificate,
Seller and Buyer shall attempt in good faith to agree upon the rights of the
respective parties with respect to each of such claims within 45 days after
Buyer's or Seller's receipt of the other party's written objection to the claim
pursuant to Section 10  (the "Negotiation Period").  If Seller
and Buyer should so agree during the Negotiation Period, a memorandum setting
forth such agreement shall be prepared and signed by both parties and funds
shall be distributed in accordance with the terms thereof.
(ii)	If no such agreement has been reached by the end of
the Negotiation Period, either Buyer or Seller may demand arbitration of the
matter unless the amount of the Damages is at issue in pending litigation with a
third party, in which event arbitration shall not be commenced until such amount
is ascertained by settlement or a non-appealable decision of a court of
competent jurisdiction or both parties agree to binding arbitration.  The
binding arbitration shall be conducted in King County, Washington if brought by
Seller and in Dallas County, Texas if brought by Buyer, in accordance with the
then-current Commercial Arbitration Rules of the American Arbitration
Association by one arbitrator appointed in accordance with said rules.  The
Arbitrator shall apply Washington law, without reference to rules of conflicts
of law or rules of statutory arbitration, to the resolution of any dispute. The
written decision of the arbitrator as to the validity and amount of any claim in
such Officer's Certificate shall be binding and conclusive upon the parties to
this Agreement, and notwithstanding anything in Section 10 hereof, the
parties shall be entitled to act in accordance with such decision and make or
withhold payments in accordance therewith.  The arbitrator shall award
reimbursement to the prevailing party in the arbitration of its reasonable
expenses of the arbitration (including costs and reasonable attorneys' fees).
The award of the arbitrator shall be the sole and exclusive monetary
remedy of the parties and shall be enforceable in any court of competent
jurisdiction.  Notwithstanding the foregoing, any party shall be entitled to
seek injunctive relief or other equitable remedies from any court of competent
jurisdiction.
10.6	Third Party Claims.  In the event either party becomes
aware of a third-party claim which such party believes may result in a demand
against the other party, such party shall notify the other party of such claim,
and the other party shall be entitled, at the other party's expense, to
participate in any defense of such claim; provided, however, that failure to so
notify the other party shall not relieve such other party from any liability it
has under this Agreement with respect to such third party claim.  Each party
shall have the right in its discretion to settle any such claim; provided,
however, that except with the written consent of the other party, no settlement
of any such claim with third-party claimants shall alone be determinative of the
validity of any claim against such other party.  In the event such other
party has consented in writing to any such settlement, such other party shall
have no power or authority to object under any provision hereof to the amount of
any claim by consistent with such settlement.
10.7	Exclusive Contractual Remedy.  Indemnification pursuant
to this Section 10 shall be the exclusive contractual remedy of Buyer and
Seller for any Damages; provided, however, that nothing herein shall limit the
liability of any officer or director of Seller for such person's fraud or
intentional misrepresentation.
11.	Miscellaneous.


11.1	Amendments and Waivers.  Any term
of this Agreement may be amended or waived with the written consent of the
parties or their respective successors and assigns.  Any amendment or waiver
effected in accordance with this Section 11.1 shall be binding upon the
parties and their respective successors and assigns.
11.2	Successors and Assigns.  The
terms and conditions of this Agreement shall inure to the benefit of and be
binding upon the respective successors and assigns of the parties.
Nothing in this Agreement, express or implied, is intended to confer upon any
party other than the parties hereto or their respective successors and assigns
any rights, remedies, obligations, or liabilities under or by reason of this
Agreement, except as expressly provided in this Agreement.
11.3	Governing Law; Jurisdiction.  This
Agreement and all acts and transactions pursuant hereto and the rights and
obligations of the parties hereto shall be governed, construed and interpreted
in accordance with the laws of the State of Washington, without giving effect to
principles of conflicts of law.  
11.4	Counterparts.  This Agreement may be
executed in two or more counterparts, each of which shall be deemed an original
and all of which together shall constitute one instrument.
11.5	Titles and Subtitles.  The titles and
subtitles used in this Agreement are used for convenience only and are not
to be considered in construing or interpreting this Agreement.
11.6	Notices.  Any notice required or
permitted by this Agreement shall be in writing and shall be deemed sufficient
upon receipt, when delivered personally or by courier, overnight delivery
service or confirmed facsimile, or forty-eight (48) hours after being deposited
in the regular mail as certified or registered mail (airmail if sent
internationally) with postage prepaid, if such notice is addressed to the party
to be notified at such party's address or facsimile number as set forth below,
or as subsequently modified by written notice, and (a) if to Buyer,  with a
copy to Craig E. Sherman, 4750 Carillon Point, Kirkland, Washington 98033 or
(b) if to Seller, with a copy to Philip J. Tilton, Maslon Edelman Borman
& Brand, LLP, 3300 Wells Fargo Center, Minneapolis, Minnesota 55402.
11.7	Berst Attorneys Fees.  PopMail agrees
to reimburse Ronald Dan Berst for reasonable legal fees and expenses as owed in
connection with the registration, drafting and execution of this Agreement, up
to a maximum of $10,000.
11.8	Severability.  If one or more
provisions of this Agreement are held to be unenforceable under applicable law,
the parties agree to renegotiate such provision in good faith, in order to
maintain the economic position enjoyed by each party as close as possible to
that under the provision rendered unenforceable.  In the event that the parties
cannot reach a mutually agreeable and enforceable replacement for such
provision, then (i) such provision shall be excluded from this Agreement,
(ii) the balance of the Agreement shall be interpreted as if such provision
were so excluded and (iii) the balance of the Agreement shall be
enforceable in accordance with its terms.
11.9	Entire Agreement.  This Agreement
and the documents referred to herein are the product of all of the parties
hereto, and constitute the entire agreement between such parties pertaining to
the subject matter hereof and thereof, and merge all prior negotiations and
drafts of the parties with regard to the transactions contemplated herein and
therein.  Any and all other written or oral agreements existing between the
parties hereto regarding such transactions are expressly canceled.
11.10	Advice of Legal Counsel.  Each party
acknowledges and represents that, in executing this Agreement, it has had the
opportunity to seek advice as to its legal rights from legal counsel and that
the person signing on its behalf has read and understood all of the terms and
provisions of this Agreement.  This Agreement shall not be construed against any
party by reason of the drafting or preparation thereof.



[Signature pages follow]
	This Agreement has been duly executed and delivered by the duly
authorized officers of Seller and Buyer as of the date first above written.














						JBII CORPORATION



						By:  	


						Name:  	


						Title:  	




						POPMAIL.COM, INC.



						By:  	


						Name:  	














						Title:  						















						IZ.com, Inc.



						By:  	


						Name:  	
































EX-10.56
28
exh1056.htm
EXHIBIT












Exhibit 10.56


LOAN AGREEMENT

	THIS LOAN AGREEMENT ("Agreement")
is made by and among GSI VENTURES, LLC, an Ohio limited liability company
("Lender"), POPMAIL.COM, INC., a Minnesota corporation
(the "Borrower"), SDK INVESTMENTS, INC., an Ohio
corporation ("SDKI"), POPMAIL NETWORKS, INC., a Texas
corporation ("PNI"), FAN ASYLUM, INC., a California corporation
("FAI") and CAFÉ ODYSSEY, LLC, a Minnesota limited liability
company ("COL") this 1st day of December, 2000.
RECITALS

	A.	Lender has agreed to loan Borrower up to the
principal amount of $1,200,000 and at Lender's option, in its sole and absolute
discretion, an additional principal amount of $2,800,000.

	B.	Borrower has agreed to borrow up to $1,200,000
from Lender and the additional $2,800,000 from Lender, to the extent that Lender
makes that amount available to Borrower.  

	C.	SDKI has acted as a finder in connection with the
loan to be made by Lender to Borrower and, as a result, Borrower has agreed to
pay SDKI a finder's fee consisting of cash and warrants to purchase Borrower's
common stock.  

	D.	PNI, FAI and COL are wholly owned subsidiaries of
Borrower and will materially benefit from the loan Borrower will receive from
Lender.

	E.	As a condition to Lender making a loan to Borrower,
Lender requires PNI, FAI and COL to execute this Agreement and be bound by
certain terms of this Agreement.

	IN CONSIDERATION of the premises, the mutual
covenants and agreements contained herein and other good and valuable
consideration, the receipt, sufficiency and adequacy of which are hereby
acknowledged, Lender, Borrower PNI, FAI, COL, and SDKI hereby covenant and agree
as follows:  
ARTICLE I
THE LOAN




Agreement to Borrow and Lend.  Subject
to all of the terms, provisions, conditions, covenants and agreements contained
in this Agreement, Lender agrees to make a loan to Borrower (the
"Loan") in the principal amount of at least Four Hundred
Thousand Dollars ($400,000) and for a period of 270 days from the date hereof,
at Lender's option and in its sole and absolute discretion, an additional
principal amount of Three Million Eight Hundred Thousand Dollars ($3,600,000)
(collectively, the "Loan Proceeds"), which shall be used in
accordance with the terms set forth herein.  Subject to all of the terms,
provisions, conditions, covenants and agreements contained in this Agreement,
Borrower agrees to borrow from Lender Loan Proceeds that Lender offers to
Borrower within 270 days from the date hereof.

Closing.  The Loan Proceeds shall be distributed
in increments as determined by the Lender, in its sole and absolute discretion
of at least $100,000, at one or more closings (each a
"Closing"), the first of which shall occur on November 30,
2000, or on such other date as the parties shall agree (the "Initial
Closing").   

Convertible Promissory Notes.  The Loan will be
evidenced by a series of convertible promissory notes (the
"Notes", or singularly a "Note") in the form
attached hereto as Exhibit A that will be executed by Borrower and
delivered to Lender.  

Interest.  The outstanding principal balance of
the Notes shall bear interest at a rate of Twelve Percent (12%) per annum as set
forth in the Notes. 

Payment Terms.  Accrued interest under the
Notes shall be due and payable in quarterly installments on February 1, 2001,
May 1, 2001, August 1, 2001 and November 1, 2001 and the entire outstanding
principal balance of the Loan, together with all accrued but unpaid interest
thereon, shall be due and payable in full on January 5, 2002 (the
"Maturity Date"). Notwithstanding anything to the contrary
contained herein, upon Lender's consent, which shall be made in its sole and
absolute discretion, Borrower may pay any portion of the quarterly installments
of accrued interest of the Loan with shares of Borrower's common stock, par
value $.01 per share (the "Common Stock").  The value of the
Common Stock used to pay any quarterly installments of accrued interest shall be
determined by the closing sale price of the Common Stock as reported by Nasdaq
on the preceding trading day before the quarterly installment is paid.

Conversion Right.  The Lender shall have the right
to convert all or any portion of the debt evidenced by the Notes into Borrower's
Common Stock in accordance with the terms of the Notes.


ARTICLE II

WARRANTS TO PURCHASE COMMON STOCK

	2.1.	Warrant to Purchase Common Stock to
Lender.  The Borrower hereby agrees to issue to Lender as a part of
the consideration for Lender making the Loan to Borrower, a warrant to purchase
the number of shares of Common Stock equal to fifty percent (50%) of the
aggregate face value of each Note and in the form attached hereto as Exhibit
B (the "Lender Warrant"). 




Warrant to Purchase Common Stock to SDKI.
As partial consideration for introducing the Borrower to the Lender, the
Borrower hereby agrees to issue to SDKI a warrant to purchase the number of
shares of Common Stock equal to ten percent (10%) of the aggregate face value of
each Note and in the form attached hereto as Exhibit C ("SDKI
Warrant" and together with the Lender Warrant, the
"Warrants").  

Share Calculation For Warrants; Strike Price;
Issuance.  For purposes only of determining the number of shares which shall
be granted upon exercise of the Warrants, the Common Stock shall be deemed to
have a value of $1.00 per share.  The strike price for each Lender Warrant shall
be 120% of the Market Price (as that term is defined in the Notes), and the
strike price for each SDKI Warrant shall be the Market Price.  The Borrower
shall issue each Warrant at the Initial Closing and each subsequent Closing.
The Warrants shall be exercisable for a period of at least five
years.


ARTICLE III
BORROWER'S REPRESENTATIONS AND WARRANTIES

	The Borrower hereby represents and warrants to
Lender that the following are true and correct as of the date hereof and shall
be true and correct as of the date of the Initial Closing and any subsequent
Closing and shall remain true and correct during the term of all of the Loan
Documents (as defined below):  

3.1	Borrower and each of its subsidiaries and affiliates
(a) is a duly organized and validly existing corporation in good standing under
the laws of the jurisdiction of its formation, (b) has the power and authority
and the legal right to own its property and assets and to transact the business
in which it is engaged and (c) is duly qualified as a foreign corporation  or
otherwise licensed and authorized to transact business and in good standing in
each jurisdiction where the ownership, leasing or operation of property or the
conduct of its business requires such qualification and where the failure to be
so qualified, licensed or authorized would have a material adverse effect on the
condition (financial or otherwise), prospects, assets or properties of Borrower,
any subsidiary or affiliate. All subsidiaries and affiliates of the Borrower are
listed on Item 3.1 of the Disclosure Schedule.  The term
"affiliate" shall have the meaning ascribed thereto under Rule 12b-2
promulgated under the Exchange Act of 1934, as amended.



3.2  The execution, delivery and performance of this Agreement, the Notes and
the Warrants and any and all other security agreements, pledge agreements,
financing statements, certificates or instruments contemplated herein
(collectively "Loan Documents") executed and delivered by the
Borrower or its affiliates have been authorized by all necessary corporate
actions and do not and will not contravene any legal or contractual restriction
binding on the Borrower or any of its property or its assets.

3.3  The Borrower and each of its subsidiaries and affiliates has the power
to take all actions contemplated hereby (including but not limited to the
issuance of the Warrants and Notes, the right of first refusal granted to Lender
to participate in any security issuances and the granting of the security
interests in the Collateral (as defined below)) to execute, deliver and carry
out the terms and provisions of each Loan Document to which it is a party and
has taken all necessary actions to authorize the execution, delivery and
performance by it of each Loan Document to which it is a party and all acts
contemplated hereby. The Loan Documents when executed and delivered by the
Borrower and its subsidiaries and affiliates will constitute the legal, valid
and binding obligation of the Borrower and its subsidiaries and affiliates (as
the case may be) and is, or will be upon execution, enforceable against the
Borrower and its subsidiaries and affiliates (as the case may be) in accordance
with their respective terms, except to the extent that enforcement may be
limited by applicable bankruptcy, insolvency, reorganization or other similar
laws affecting creditors rights generally.  

3.4  The execution, delivery or performance by the Borrower and its
subsidiaries and affiliates of each Loan Document, and compliance by the
Borrower and its subsidiaries and affiliates with the terms and provisions
hereof and thereof, (a) do not contravene any provision of any law, statute,
rule or regulation or any order, writ, injunction or decree of any court or
governmental instrumentality applicable to the Borrower, any subsidiary or
affiliate, (b) do not conflict with or result in any breach of any of the terms,
covenants, conditions or provisions of, or constitute a default under, or result
in the creation or imposition of (or the obligation to create or impose) any
lien (other than as contemplated by the Loan Documents) upon any of the property
or assets of the Borrower, any subsidiary or affiliate pursuant to the terms of
any material indenture, mortgage, deed of trust, credit agreement, loan
agreement or other agreement, contract or instrument to which the Borrower, any
subsidiary or affiliate is a party or by which the Borrower, any subsidiary or
affiliate or any of their respective properties or assets is bound or to which
the Borrower, any subsidiary or affiliate may be subject and (c) do no violate
any provision of the Certificate of Incorporation, Articles of Organization,
operating agreement, bylaws or regulations of the Borrower, any subsidiary and
affiliate. 

3.5  The authorization, issuance, sale and delivery of the shares of Common
Stock issuable upon conversion of the Notes and upon exercise of the Warrants
has been duly authorized by all requisite corporate action on the part of the
Borrower.  The shares of the Common Stock issuable upon conversion of the Notes
and upon exercise of the Warrants upon their issuance in accordance with the
Notes and the Warrants, respectively, will be validly issued, fully paid and
nonassessable.  Any shares of Common Stock issued in accordance with the terms
of the Notes for payment of quarterly installments of acquired interest will be
validly issued, fully paid and nonassessable.

3.6  Except as disclosed in Schedule 3.6, there are no actions, suits or
proceedings pending or, to the  knowledge of the Borrower, threatened against
Borrower, any subsidiary  or affiliate  (a) with respect to the Loan Documents,
any of the Collateral (as defined below) or the transactions contemplated hereby
or (b) that are, either individually or in the aggregate, reasonably likely to
have a material adverse effect on the condition (financial or otherwise),
prospects, assets or properties of Borrower, any subsidiary or affiliate.

3.7  All balance sheets, income statements, financial statements, operating
statements and other financial data pertaining to Borrower or its subsidiaries
or affiliates (the "Financial Information") that have been
delivered (or will be delivered) to Lender by or on behalf of Borrower are or
will be accurate and complete in all material respects, are or will be in
accordance with the books and records of Borrower and its subsidiaries and
affiliates, and accurately present or will present the financial condition,
results of operations and changes in financial position of the person or entity
to which they pertain as of their respective dates and there has been no
material change with respect thereto.  All Financial Information delivered to
Lender is and shall be prepared in accordance with the generally accepted
accounting principles, consistently applied.

3.8  None of the Borrower's reports and documents heretofore filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended, and the Securities Exchange Act of 1934, as amended, contained at the
time they were filed  any untrue statement of a material fact or omitted to
state any material fact required to be stated therein or necessary to make the
statements made therein, in light of the circumstances under which they were
made, not misleading.



3.9  The Borrower and its subsidiaries and affiliates own and
possess adequate and enforceable rights to use all patents, patent applications,
trademarks, trademark applications, trade names, service marks, logos,
copyrights, copyright applications, licenses, inventions, software, programs,
know-how (including trade secrets and other unpatented and/or unpatentable
proprietary or confidential information, systems or procedures) and other
similar rights and proprietary knowledge (collectively,
"Intangibles") necessary for the conduct of their respective
businesses.  Borrower and its subsidiaries and affiliates have the unrestricted
right to use all of the Intangibles.  Borrower and its subsidiaries and
affiliates are not infringing upon or in conflict with any right of any other
person or entity with respect to any Intangibles and the Borrower and its
subsidiaries and affiliates are not subject to any outstanding order, decree,
judgment or stipulation with respect to the Intangibles.  No proceedings have
been instituted or are pending or, to Borrower's knowledge, threatened which
challenge the validity or rights of Borrower or its subsidiaries and affiliates
to any of the Intangibles, and Borrower has no knowledge of any infringement by
others of any of the Intangibles.  All of the Intangibles are valid, enforceable
and free and clear of any attachments or liens and all claims, restrictions and
demands of any other person, firm or corporation, including attorneys' fees for
past services, expenses and government fees.  None of the past or present
employees, officers, directors, or shareholders of Borrower, any subsidiary or
affiliate has any rights in any Intangibles.  Borrower and its subsidiaries and
affiliates have not granted any outstanding license or other rights to any of
the Intangibles, except those licenses granted in the ordinary course of
business, and are not liable, and have not made any contract or arrangement
whereby they may become liable, to any person for any royalty or other
compensation for the use of any Intangibles.  The trade secrets and processes
and procedures of Borrower and its subsidiaries and affiliates which are
necessary to the operation of Borrower and its subsidiaries and affiliates have
been reduced to writing, to the extent practical, and will remain available for
use by Borrower and its subsidiaries and affiliates after the date of the
Initial Closing and any subsequent Closing. 

3.10	All factual information heretofore or
contemporaneously furnished by the Borrower, any subsidiary or affiliate to
Lender (including, without limitation, all information contained in this
Agreement) for purposes of this Agreement or any transaction contemplated hereby
or thereby is, and all other such factual information hereafter furnished by the
Borrower, any subsidiary or affiliate to Lender for purposes of this Agreement
or any transaction contemplated herein will be, true and accurate in all
material respects on the date as of which such information is given and the
Borrower in good faith believes such information is not incomplete by omitting
to state any fact necessary to make such information not misleading at such time
in light of the circumstances under which such information was provided.



	3.11  The Borrower, each subsidiary and affiliate has filed all tax
returns required to be filed by it and has paid all income and franchise taxes
payable by it which have become due pursuant to such tax returns and all other
taxes and assessments payable by it which have become due, other than those not
yet delinquent and except for those contested in good faith and by appropriate
proceedings. The amounts shown on those tax returns fairly present the tax
position of the Borrower and such subsidiaries and the Borrower does not expect
any material adjustments or any amounts shown on such tax returns. Each of the
Borrower and each subsidiary or affiliate has paid, or has provided adequate
reserves (in the good faith judgment of the management of the Borrower) for the
payment of, all foreign, federal and state income and franchise taxes applicable
for all prior fiscal years of the Borrower and for the current fiscal year to
the date hereof. As of the date hereof, no tax lien has been filed, and, to the
knowledge of the Borrower, no claim is being asserted, with respect to any tax,
fee or other charge.

	3.12  All employee benefit plans, as defined in Section 3(3) of ERISA
(defined below) and which are maintained for employees by the Borrower, a
subsidiary or an ERISA Affiliate (defined below) ("Plan"), comply with
all relevant provisions of the Internal Revenue Code of 1986 (the
"Code") and ERISA; no Plan is insolvent or in reorganization; no Plan
has an accumulated or waived funding deficiency or has applied for an extension
of any amortization period within the meaning of Section 412 of the Code;
neither the Borrower nor any subsidiary nor any ERISA Affiliate has incurred any
liability to or on account of a Plan which is a single-employer plan as defined
in Section 4001 (a) (15) of ERISA pursuant to Section 4062, 4063, 4064 or a
multi employer plan pursuant to Sections 515, 4201 or 4204, of ERISA; no
proceedings have been instituted to terminate any plan; and no condition exists
which constitutes a prohibited transaction (as defined in Section 406 of ERISA
or Section 4975 of the Code) or a reportable event (as defined in Section 4043
of ERISA), or which is reasonably expected will result in the Borrower, any
subsidiary or an ERISA Affiliate of incurring a liability to or on account of a
Plan pursuant to any of the foregoing Sections of ERISA or the Code.  As of the
date of this Agreement, the aggregate present value of all accrued benefit
liabilities (as defined in Section 4001(a)(6) of ERISA) of all Plans which were
single-employer plans did not exceed the aggregate current value of all assets
of such Plans based upon estimated actuarial data that has been provided to the
Borrower by the consulting actuaries of the Plans, and as of the date of this
Agreement, there was no withdrawal liability (and would be no withdrawal
liability assuming a complete withdrawal from all such Plans) to any Plan which
is a multi employer plan.



	"ERISA" means the Employee Retirement Income
Security Act of 1974, as amended, and any successor statute of similar import,
together with regulations thereunder, in each case as in effect from time to
time. References to sections of ERISA also refer to any successor sections.

	"ERISA Affiliate" means any person (as defined
in Section 3 (9) of ERISA) (including each trade or business (whether or not
incorporated)) which together with the Company or any Subsidiary would be deemed
to be a "single employer" or a member of the same "controlled
group" of "contributing sponsors" within the meaning of Section
4001 of ERISA

	3.13  The Borrower and its subsidiaries and affiliates
are in compliance with all applicable statutes, regulations and orders of, and
all applicable restrictions imposed by, all governmental bodies, domestic or
foreign, in respect of the conduct of their businesses and the ownership of
their properties, except such noncompliance as would not, in the aggregate,
reasonably be expected to have a material adverse effect on the condition
(financial or otherwise), prospects,  assets or properties of Borrower or any
subsidiary or affiliate.

3.14  The Borrower and its subsidiaries and affiliates have
never conducted business under any names other than those set forth in Item
3.14 of the Disclosure Schedule. The addresses of all offices where any of
the Collateral is located is listed in Item 3.14 of the Disclosure
Schedule.  The chief executive office and the chief place of business for the
Borrower, each of its subsidiaries, and affiliates and the office where each
thereof keeps its books and records, is located at the address specified in
Item 3.14 of the Disclosure Schedule.

	3.15    As of the date the last Financial Information was
received by Lender from Borrower, except to the extent disclosed, reflected or
reserved against therein or in Item 3.15 of the Disclosure Schedule,
Borrower did not have any material liabilities or obligations, known or unknown,
secured or unsecured, whether accrued, absolute, contingent or otherwise. 

	3.16  Since the date the last Financial Information was
received by Lender from Borrower, there has been no material adverse change in
or to the business of Borrower or its subsidiaries or affiliates, or to the
operations, earnings, prospects, liabilities or relationships with suppliers,
distributors or customers of Borrower or its subsidiaries or affiliates.  There
is no presently existing condition with respect to Borrower or its subsidiaries
or affiliates which might be expected to have a material adverse effect on the
business or prospects of Borrower or its subsidiaries or affiliates or the
continued conduct of the business of Borrower or its subsidiaries or Affiliates
after the date of the Initial Closing or any subsequent Closing. 

	3.17  No order, consent, approval, license, authorization
or validation of, or filing, recording or registration with, or exemption by, or
other act by (except as have been obtained or made), any governmental or public
body or authority, or any subdivision thereof, is required to authorize, or is
required in connection with, (a) the execution, delivery and performance by the
Borrower or its subsidiaries or affiliates of any Loan Document or (b) the
legality, validity, binding effect or enforceability against the Borrower or its
subsidiaries or affiliates of any Loan Document.



3.18  Borrower shall use the Loan Proceeds exclusively for commercial reasons
that are expressly approved by Lender in accordance with Section 4.2 below.

3.19    Borrower or its subsidiaries and affiliates (as the case may be) are
the legal and beneficial owner of the Collateral, and the Collateral is free and
clear of all mortgages, security interests, liens, equities, encumbrances and
claims of every kind (collectively, the "Encumbrances") except
for the Encumbrances set forth on Item 4.7 of the Disclosure Schedule and
the liens of the Lender as set forth in this Agreement.  The Collateral is and
will remain free and clear of all Encumbrances of any nature whatsoever, except
for those set forth on Item 4.7 of the Disclosure Schedule and the liens
of the Lender as set forth in this Agreement.






All of the subsidiaries and affiliates of Borrower are wholly owned by
Borrower.





3.21  The security interest and leasehold mortgage in favor of the Borrower
on the real and personal property located at Kenwood Mall, Cincinnati, Ohio, is
a first and best lien on such personal property and leasehold and Borrower has
not and will not allow any Encumbrances on such property to be superior to
Borrower's mortgage and security interest.


ARTICLE IV
ADDITIONAL COVENANTS AND OTHER AGREEMENTS

	4.1.	Finder's Fee. Borrower shall pay to
SDKI a cash fee of ten percent (10%) of all the Loan Proceeds disbursed to
Borrower, which amount shall be paid from the proceeds disbursed to
Borrower.




Disbursement Approval.  All disbursements of Loan
Proceeds shall be approved in writing in advance by Lender, in its sole and
absolute discretion.  Prior to any use by the Borrower of the Loan Proceeds, or
any portion thereof, Borrower shall have received Lender's prior written
approval of such use, with such approval being determined by Lender in its sole
and absolute discretion.  Notwithstanding the foregoing provisions of this
Section 4.2, Borrower shall not need any approval from Lender with respect to
its use of the first $50,000 of Loan Proceeds received by Borrower.

Registration Rights.  Within 60 days of the date
hereof, Borrower shall have used its best efforts to cause a registration
statement covering the resale of the shares of Common Stock issuable upon
conversion of the Notes, exercise of the purchase rights under the Notes, used
for payment of the accrued interest on the Notes and  exercise of the Warrants
to have been declared effective by the Securities and Exchange Commission.  All
expenses of such registration, except fees for underwriting discounts and
selling commissions applicable to the resale of such Common Stock by Lender or
the holder of the Warrants, shall be borne by Borrower.  Lender and SDKI (and
their respective assigns) each agree to cooperate with the Borrower in the
preparation and filing of any such registration statement and in the furnishing
of information for inclusion therein, or in any efforts by the Borrower to
establish that the proposed sale is exempt under the Securities Act of 1933, as
amended, as to any proposed distribution.



4.4	Right of First Refusal.  As long as their
exists any principal or interest outstanding under the Notes, the Borrower
grants to the Lender a right of first refusal to participate as an investor in
any offering of Borrower's Common Stock, securities convertible into Common
Stock or any other equity securities of the Borrower (collectively, the
"Securities"). If the Borrower receives an executed letter of
intent or term sheet from any third party with respect to a sale or transfer of
Securities that the Borrower is willing to accept, the Borrower shall promptly
give written notice thereof to the Lender, including all essential terms and
conditions of such proposed offering.  The Lender shall then have ten (10) days
after receipt of such written notice to elect to enter into an agreement with
the Borrower to participate in the proposed offering on the same terms and
conditions as set forth in the Borrower's written notice.  If the Lender
declines to exercise its right of first refusal upon written notice from the
Borrower or fails to notify the Borrower within a 10-day period of an election
to invoke its right of first refusal, the Borrower shall have a period of 30
days to enter into an agreement with such third party from whom it has received
an executed letter of intent for the sale or transfer of the Securities on the
exact terms and conditions that were provided to Borrower in the notice.  In the
event that Borrower does not effect a transfer or sale of the Securities within
the specified thirty-day period, the Lender's right of first refusal shall
continue to be applicable to any subsequent sale or transfer of the Securities
by the Borrower. 

4.5.	Approval of Equity and Debt Issuances.
Borrower and its subsidiaries and affiliates shall not issue any securities,
including options to purchase  securities, or take on any debt (other than the
debt reflected by the Notes and trade payables incurred in the ordinary course
of business), without Lender's prior written approval, which approval shall be
given in Lender's sole and absolute discretion. 

4.6 	Board Seats.  Upon Lender's request, the Board
of Directors of Borrower (the "Board") shall take all necessary
and appropriate action to create up to two (2) new director seats of the Board
and appoint such persons as designated by Lender.  Additionally, for each
$1,400,000 of principal amount of Notes purchased by Lender in excess of
$1,200,000, Lender may, at its election, designate one (1) additional member of
the Board and the Board shall take all necessary and appropriate action to
create such director seats and appoint such persons designated by Lender;
provided, however, that Lender's election to designate such new members must be
made, if at all, within 30 days of the closing of the purchase of such
additional principal amounts of Notes.

4.7 	Security Agreements.  In connection with the
Loan made pursuant to this Agreement, the Notes shall be secured by a first and
best lien in all of the assets of the Borrower and its subsidiaries and
affiliates, including the shares of capital stock and membership interest in
Popmail Network, Inc., Fan Asylum, Inc. and Café Odyssey, LLC
(collectively, the "Collateral"); except for the Collateral set forth
in Item 4.7 of the Disclosure Schedule, which Lender shall have a lien
and security interest in, which shall be subordinated only to those persons or
entities identified in Item 4.7 of the Disclosure Schedule.  Borrower and
its subsidiaries and affiliates shall execute and deliver security agreements,
financing statements, pledge agreements and all other instruments and agreements
required by Lender that provide for a grant by Borrower and its subsidiaries and
affiliates to Lender of a security interest in all of the Collateral.   Borrower
shall take all other steps  necessary to keep such security interest in Lender
perfected and shall take no action to subordinate Lender's security interest to
any other person or entity without Lender's prior written approval.

4.8 	Default Under Loan Document.  In the event
that a default shall exist under any of the Loan Documents, Lender shall be
authorized to proceed with any and all remedies available to Lender thereunder.
A default under any of the Loan Documents shall constitute a default under each
other Loan Document and shall entitle Lender to pursue any and all remedies
under each or any of the Loan Documents.




Reserving Common Stock For Issuance.  The Borrower
shall at all times while the Warrants or the Lender's conversion and purchase
rights as set forth in the Notes are outstanding, reserve and keep available out
of its authorized but unissued stock, such number of duly authorized Common
Stock as shall be sufficient to effect the conversion rights and purchase rights
under the Notes and Warrants in accordance with their respective
terms.	

Reclassification of Common Stock.  The Borrower
covenants and agrees that in the event its present Common Stock shall be
reclassified, split, combined or otherwise changed, or in case of any
consolidation or merger of the Borrower with or into another corporation as a
result of which holders of Common Stock become entitled to receive securities or
other assets (including cash) with respect to or in exchange for their Common
Stock (other than a merger with a subsidiary in which merger the Borrower is the
continuing corporation and which does not result in any reclassification,
capital reorganization or other change of outstanding shares of Common Stock) or
in case of any sale, lease or conveyance to another corporation of the property
of the Borrower as an entirety or substantially as an entirety, the Borrower
shall make proper provision as a part of the terms of such reclassification,
split, combination, change, consolidation, merger or sale, that the holder of
the Warrants and the Notes will thereafter be entitled to convert it into the
same kind and amount of securities (including in that term, stock of any class
or classes) and other assets as may be issuable or distributable by the terms of
such reclassification, split, combination, change, consolidation, merger or
sale.



	4.11  	Financial Statements. The Borrower
shall: (i) Within 45 days of the end of each quarter, furnish Lender with any
and all filings with the Securities and Exchange Commission including but not
limited to Form 10Q, and  a No Default Certificate in the form which in a form
acceptable to Lender; (ii) within 90 days of its fiscal year end, furnish
audited copies of the Borrower's balance sheet, income statement, and statement
of cash flows as well as a copy of Borrower's Form 10K; and (iii) within 30 days
of filing, the Borrower's consolidated federal income tax return.

	4.12	Taxes, Assessments and Liabilities. The
Borrower shall pay all taxes, assessments, and other liabilities when due,
except for those which are contested in good faith. File all required federal,
state and local tax returns on a timely basis.

	4.13	Notice.  The Borrower shall give the
Lender prompt notice of any: (i) default of this or any other agreement or
contract under which the Borrower or any of its subsidiaries or affiliates are
liable; (ii) environmental penalty, claim or dispute involving more than
$25,000.00; (iii) litigation, government proceeding or investigation filed or
threatened against Borrower or any of its subsidiaries or affiliates, Lender its
directors and officers involving more than $25,000.00; (iv) reportable event
under ERISA; or (v) material change in the business prospects or financial
condition of the Borrower or any of its subsidiaries or affiliates.

	4.14	Corporate Existence and Status.  Borrower
shall maintain its and its subsidiaries' and affiliates' corporate existence and
remain in good standing under the laws of each jurisdiction where the Borrower
and its subsidiaries or affiliates are duly qualified to conduct its
business.

	4.15	Protection of Intellectual Property.
Borrower and its subsidiaries and affiliates shall take all measures necessary
to defend and protect the Intangibles, and not commit or permit any action that
may impair the value of the Intangibles.

	4.16	Liens.   Borrower and its subsidiaries and
affiliates shall not create or permit to exist any Encumbrance with respect to
the Collateral, except for liens created in favor of the Lender hereunder.

	4.17	Compliance with Laws.  Borrower and its
subsidiaries and affiliates shall keep, observe, satisfy and not suffer
violations of any and all  laws, statutes, ordinances and/or regulations.
	

	4.18	Operate in the Ordinary Course.  Borrower
and its subsidiaries and affiliates shall continue to operate their respective
businesses in the ordinary and customary course, and not take any actions which
materially alter the nature or scope of their respective businesses as conducted
on the date of the Initial Closing.

	4.19	Further Assurances.  Borrower and its
subsidiaries and affiliates shall provide Lender with such additional
information or documentation as Lender may request from time to time.
	4.20	Lender's Attorney's Fees.  At each
closing, Borrower shall pay Lender's attorney's fees it has incurred related to
the Loan up to a maximum of $10,000.
ARTICLE V
DEFAULT AND REMEDIES

	5.1.	Events of Default.  The occurrence
of any one or more of the following events or the existence of one or more of
the following conditions shall, upon 30 days written notice to Borrower,
constitute an "Event of Default" under this Agreement provided
that the events set forth in Sections 5.1(a), 5.1(c), 5.1(f), 5.1(e), 5.1(g),
5.1(h), 5.1(k), 5.1(l) and 5.1(n) shall constitute an Event of Default
immediately upon their occurrence and Lender shall not be required to provide
the 30 days' written notice for any such events:  



		(a)	Borrower shall fail to pay when due any
installment of principal or interest due under the Notes, whether due on the
date provided for therein or by acceleration or otherwise, or Borrower shall
fail to pay when due any other amounts due under any of the Loan Documents;









Any material breach of a representation or warranty made
in writing to Lender by Borrower or its subsidiaries or affiliates made herein,
in any Loan Documents or in connection with the making of the Loan; 
The breach, default or violation by Borrower or its
subsidiaries or affiliates of any obligation, agreement or covenant contained in
Loan Documents or any other agreements, certificates or writings executed in
connection herewith by Borrower or its subsidiaries or affiliates; unless the
same is cued within any applicable grace period; 

any material provision of any of the Loan Documents shall
at any time for any reason cease to be in full force and effect or shall be
declared to be null and void; 

any litigation or proceeding is pending which may
materially adversely affect the ability of Borrower, its subsidiaries or
affiliates to perform its obligations under the Loan Documents; 

 the failure of the Borrower or its subsidiaries or
affiliates to comply with any other covenants or agreements contained in any of
the Loan Documents and not herein specifically referenced, unless the same is
cured within any applicable grace period; 

a material part of the operations of the Borrower or any
of its subsidiaries or affiliates shall cease for a period of thirty days;


the liquidation, termination or dissolution of Borrower
or any of its subsidiaries or affiliates;

the occurrence of an event of default (as defined
therein) in any of the Loan Documents other than this Agreement;

the occurrence of any of the following transactions
concerning the Borrower without the prior written consent of the Lender (which
shall be given in its sole and absolute discretion): (i) the acquisition of the
Borrower by another entity by means of any transaction or series of related
transactions (including, without limitation, the transfer of more than 50% of
the voting power of the Borrower, reorganization, merger, consolidation); or
(ii) a sale of all or substantially all of the assets of the Borrower; unless
the Borrower's shareholders of record as constituted immediately prior to such
acquisition or sale will, immediately after such acquisition or sale (by virtue
of securities issued as consideration for the Borrower's acquisition or
otherwise) hold at least 50% of the voting power of the surviving or acquiring
entity;

the issuance of any securities by Borrower's subsidiaries
and affiliates without the prior written consent of the Lender; 

the occurrence of any of the following transactions
concerning the Borrower's subsidiaries or affiliates without the prior written
consent of the Lender: (i) the acquisition (in whole or in part) of any
subsidiary or affiliate of the Borrower by another entity or person by means of
any transaction or series of related transactions (including, without
limitation, the stock purchase, stock issuance, reorganization, merger,
consolidation); or (ii) a sale of all or substantially all of the assets of the
Borrower; 
Borrower's Common Stock is de-listed from the Nasdaq
National or SmallCap Market Systems; or 
if Lender shall reasonably deem itself to be insecure.






	5.2.	Remedies.  Upon the
occurrence of any Event of Default hereunder as above provided, and at any time
thereafter, all principal, interest and other amounts payable under the Notes
shall, at the option of Lender, become immediately due and payable without
presentment, demand, protest or other notice of any kind, all of which are
expressly waived by Borrower.  Lender may proceed with every remedy available at
law or in equity or provided for in the Loan Documents or in any other document
executed in connection with the Loan, in such order or sequence as Lender may
determine in its sole discretion, including concurrently, independently, or
successively, and all expenses incurred by Lender in connection with any remedy
shall be deemed indebtedness of Borrower to Lender including, but not limited
to, reasonable attorneys' fees incurred by Lender.  
ARTICLE VI
GENERAL PROVISIONS

	6.1.	Amendments.  No provision or term
of the Loan Documents may be amended, modified, revoked, supplemented, waived or
otherwise changed except by a written instrument duly executed by the party from
whom enforcement is sought.  

	6.2.	Borrower Not Released.  Without
affecting any obligation of Borrower under this Agreement, Lender without notice
or demand may renew, extend or otherwise change the terms and conditions of the
Loan.  

	6.3.	Severability.  Whenever possible,
each provision of the Loan Documents shall be interpreted so as to be effective
and valid under Ohio law.  Should any provision, covenant or agreement contained
in the Loan Documents be deemed invalid, illegal or unenforceable in any
jurisdiction, the validity, legality and enforceability of the remaining
provisions of the Loan Documents shall not be impaired thereby, nor shall the
validity, legality or enforceability of any such defective provision be in any
way affected or impaired in any other jurisdiction.  

	6.4.	Successors and Assigns Bound;
Assignment.  The covenants and agreements contained herein shall bind the
parties hereto and each of their respective successors and assigns.  Borrower
may not assign this Agreement without the prior written consent of Lender.
Subject to the foregoing restriction, this Agreement shall inure to the benefit
of Lender and SDKI, their successors and assigns.  

	6.5.	No Third Party Benefits.  This
Agreement is made for the sole benefit of Borrower, Lender, PNI, FAO, COL, SDKI
and their respective successors and assigns, and no other person or persons
shall have any rights or remedies under or by reason of this Agreement.  

	6.6.	Headings.  The captions and
headings of the paragraphs in the Agreement are for convenience only and are not
used to interpret or define the provisions of the Agreement.  

	6.7.	Governing Law.  This Agreement and
the Loan Documents or any other documents executed in connection with the loan
shall be governed by and interpreted in accordance with the laws of the State of
Ohio, without regard to Ohio's conflict of laws principles.  

	6.8.	Conflict.  Should any provision of
any other Loan Documents conflict with any provision of this Agreement, the
provision selected by Lender, in its sole discretion, shall govern and shall be
controlling.  

6.9 	Jurisdiction.  Borrower, by its execution
hereof (i) hereby irrevocably submits to the exclusive jurisdiction of the State
of Ohio and to the exclusive jurisdiction of the United States District Court
for the Southern District of Ohio for the purpose of any suit, action or other
proceeding arising out of or based upon this Agreement, the Collateral or the
Loan Documents or the subject matter hereof or thereof brought by Lender, any
holder of the obligations of Borrower under the Loan Documents or their
respective successors or assigns, and (ii) agrees not to assert, by way of
motion, as a defense or otherwise, in any such proceeding, any claim that
Borrower is not subject personally to the jurisdiction of the above-named
courts, that Borrower's property is exempt or immune from attachment or
execution, that any such proceeding brought in one of the above-named courts is
brought in an inconvenient forum, that the venue of any such proceeding brought
in one of the above-named courts in improper, or that this Agreement, the
Collateral or any of the Loan Documents, or the subject matter hereof or
thereof, may not be enforced in or by such court.

6.10	Waiver of Jury.  LENDER AND BORROWER HEREBY
VOLUNTARILY, KNOWINGLY AND INTENTIONALLY WAIVE ANY AND ALL RIGHTS TO TRIAL BY
JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING UNDER THIS AGREEMENT OR
CONCERNING THE LOAN DOCUMENTS AND/OR ANY COLLATERAL CONTEMPLATED THEREBY,
REGARDLESS OF WHETHER SUCH ACTION OR PROCEEDING CONCERNS ANY CONTRACTUAL OR
TORTIOUS OR OTHER CLAIM.  BORROWER ACKNOWLEDGES THAT THIS WAIVER OF JURY TRIAL
IS A MATERIAL INDUCEMENT TO LENDER IN EXTENDING CREDIT, THAT LENDER WOULD NOT
HAVE EXTENDED SUCH CREDIT WITHOUT THIS JURY TRIAL WAIVER, AND THAT BORROWER HAS
BEEN REPRESENTED BY AN ATTORNEY OR HAS HAD AN OPPORTUNITY TO CONSULT WITH AN
ATTORNEY IN CONNECTION WITH THIS JURY TRIAL WAIVER AND UNDERSTANDS THE LEGAL
EFFECT OF THIS WAIVER.

	6.11	Obligations of Subsidiaries of Borrower.
PNI, FAI and COL all acknowledge and agree that each of them shall be bound by
Section 4.8 and all obligations, covenants, representations and warranties that
reference any subsidiary or affiliate of Borrower as if such obligations,
covenants, representations and warranties were fully made by them.  PNI, FAI and
COL further acknowledge and agree that each of them shall receive a material
benefit from the Loan received by Borrower from Lender because without it, PNI,
FAI and COL would no longer be able to continue their business as currently
operated.  The obligations of PNI, FAI and COL hereunder were a material
inducement to Lender to enter into this Agreement.

	6.12	Counterparts.  This Agreement may be
executed in one or more counterparts, each of which shall de deemed to be an
original but all of which together will constitute one and the same instrument.
This Agreement may be executed by facsimile signatures which shall have the same
force and effect as original signatures.

	6.13	Entire Agreement.  This Agreement and all
documents and agreements referred to in this Agreement supersede all prior
understandings, agreements and discussions between the parties concerning this
subject matter, with such prior understandings, agreements and discussions
between the parties being merged into this Agreement, and constitutes the entire
agreement between the parties with regard to this subject matter.

	6.14	Survival.  All of the obligations,
covenants, representations and warranties of Borrower and its subsidiaries and
affiliates shall survive the Initial Closing and any subsequent Closing.

ARTICLE VII

CONDITIONS TO SUBSEQUENT CLOSINGS

7.1	The obligation of Lender to complete any subsequent
Closing after the Initial Closing are subject to the satisfaction of each of the
following conditions:

		(i)	Receipt of certified resolutions of Borrower
and its subsidiaries and affiliates authorizing the Loan and the grant of the
security interest in the Collateral to Lender;

		(ii)	Execution of the Loan Documents by Borrower
and its subsidiaries and affiliates, including any Notes representing the
additional proceeds being disbursed in a subsequent Closing;

		(iii)	No Event of Default exists;

		(iv)	Confirmation from the applicable federal and
state filing offices of Lender's perfected security interest in the
Collateral;

		(v)	Receipt of evidence satisfactory to Lender and
its legal counsel, in their sole discretion, of Lender's first and best lien
position with respect to the Collateral with the exception of the Collateral set
forth in Item 4.7 of the Disclosure Schedule;



		(vi)	Receipt of  Borrower's certified resolutions authorizing the
issuance and reservation of shares of Common Stock upon the exercise of the
Warrants and the conversion rights set forth in the Notes in a form satisfactory
to Lender;

		(vii)	All representations and warranties set forth in the
Agreement or any Loan Document are true and correct as of the date of any
subsequent Closing;



		(viii)	Receipt of a No Default Certificate from
the Borrower and each subsidiary and affiliate of Borrower in a form acceptable
to Lender.

[Signature Page to Follow]


IN WITNESS WHEREOF, the parties hereto executed this Loan
Agreement as of the date first written above.

BORROWER:
POPMAIL.COM, INC., 

By:						

Its:___________________________


PMI:
POPMAIL NETWORK, INC.

By:						

Its:___________________________


LENDER:
GSI VENTURES, LLC,

By: SDK INVESTMENTS, INC., Manager
By:___________________________________
Stephen D. King
President

FAI:
FAN ASYLUM, INC.

By:						

Its:___________________________

SDKI:
SDK INVESTMENTS, INC., 

By:						

Stephen D. King
President

COL:
CAFE ODYSSEY, LLC

By:						

Its:___________________________




DISCLOSURE SCHEDULE

ITEM 3.1	SUBSIDIARIES AND AFFILIATES

ITEM 3.6	LITIGATION





ITEM 3.14 	NAMES OF BUSINESSES; ADDRESSES WHERE COLLATERAL LOCATED;
PRINCIPAL OFFICE ADDRESS OF BORROWER, SUBSIDIARIES AND AFFILIATES

ITEM 3.15	CONTINGENT LIABILITIES





ITEM 4.7	ENCUMBRANCES ON COLLATERAL



113679.5

SCHEDULE 3.1
Subsidiaries and Affiliates




Fan Asylum, Inc.
Popmail Network, Inc.
Café Odyssey, Inc.
Schedule 3.6
Litigation

The Company entered into a bridge loan transaction on or about October 6,
2000, in which it issued a promissory note in favor of Great Western Business
Services in the principal amount of $600,000.  The note was payable in 30 days
and was secured by certain computer equipment owned by the Company.
Additionally, the lender obtained a "contingent" security interest in
the Company's units of Cafe Odyssey, LLC, which vested upon an event of default
thereunder.  The Company has failed to repay the note and the lender has
recently given the Company notice of such default.  Additionally, the lender has
informed the Company that it intends to retrieve the collateral as soon as is
practicable.  The lender has not given any notice or otherwise communicated to
the Company its intentions with respect to its interest in the Cafe Odyssey
units.   Cafe Odyssey, LLC currently has no assets.

Schedule 3.14
Names of Businesses and Addresses





Fan Asylum, Inc.
1250 Folsom Street
San Francisco, CA  94103

Popmail Network, Inc.
1333 Corporate Drive, Suite 350
Irving, TX  75038

Café Odyssey, LLC






500 16th St. Suite 350
Denver, CO  80202



4. 	Cafe Odyssey	
	320 South Avenue
	Mall of America
	Bloomington, MN  55425


Schedule 3.15
Contingent Liabilities

The Kenwood Restaurant opened in December 1996 under the name
Hotel Discovery and was closed by the Company in August 1999. In November 1999,
the Company assigned the related lease (described below) in connection with the
pending sale of restaurant assets to a third party, who subsequently reopened
the restaurant under another name and continues to operate the same. The
property is approximately 17,000 square feet in size on three levels and is
located at the northeast corner of Sycamore Plaza at Kenwood Shopping Center in
Cincinnati, Ohio. Although the third party has paid all payments due under the
lease since November 1999, the Company remains primarily obligated under the
lease. 

The initial term of the lease is 15 years with an option for
two additional five-year periods. The lease provides for the payment of both a
monthly fixed minimum rent and a percentage rent based on gross sales in excess
of an escalating base amount. The monthly fixed minimum rent is $12,833 for the
first five years of the initial lease term, $14,117 for the sixth through tenth
years of the initial lease term, $15,400 for the eleventh through fifteenth
years of the initial lease term.

In addition to the fixed minimum rent, the lease provides for
the payment of a percentage rent equal to 4% of the gross sales from the
restaurant in excess of the following annual gross sales amounts; $3,850,000 for
the first five years of the initial lease term, $4,235,000 for the sixth through
tenth years of the initial lease term, $4,620,000 for the eleventh through
fifteenth years of the initial lease term. No percentage rent was paid in 1998
or 1999. In addition to the fixed minimum rent and percentage rent, the Company
is required to pay its proportionate share of common area maintenance costs;
taxes, insurance, maintenance and operating costs. 

Schedule 4.7
Encumbrances

See Schedule 3.6.



EX-10.57
29
exh1057.htm
EXHIBIT











Exhibit 10.57
AMENDMENT NO. 1 TO THE LOAN
AGREEMENT


	This Amendment No. 1 to that certain Loan Agreement by and among GSI
Ventures, LLC, an Ohio limited liability company ("Lender") PopMail.com,
inc., a Minnesota corporation (the "Borrower"), SDK Investments, Inc., an
Ohio corporation ("SDKI"), PopMail Network, Inc., a Texas corporation
("PNI"), Fan Asylum, Inc., a California corporation ("FAI"),
Café Odyssey, LLC, a Minnesota limited liability company ("COL")
dated December 1, 2000 is made among all parties to that Agreement as of
December 8, 2000.

	In consideration of the mutual covenants and agreements contained herein
and other good and valuable consideration, the receipt, sufficiency and adequacy
of which are hereby acknowledged, the parties hereby covenant and agree as
follows:



The parties do hereby agree to amend the Agreement as follows:



Recitals:  The recitals the Agreement are amended and
superceded in their entirety with the following:

	A.	Lender has agreed to loan Borrower up to the principal amount of
$400,000 and at Lender's option, in its sole and absolute discretion, an
additional principal amount of $3,600,000.

	B.	Borrower has agreed to borrow up to $400,000  from Lender and the
additional $3,600,000 from Lender, to the extent that Lender makes that amount
available to Borrower.  

	C.	SDKI has acted as a finder in connection with the loan to be made
by Lender to Borrower and, as a result, Borrower has agreed to pay SDKI a
finder's fee consisting of cash and warrants to purchase Borrower's common
stock.  

	D.	PNI, FAI and COL are wholly owned subsidiaries of Borrower and will
materially benefit from the loan Borrower will receive from Lender.

	E.	As a condition to Lender making a loan to Borrower, Lender requires
PNI, FAI and COL to execute this Agreement and be bound by certain terms of this
Agreement.

Event of Default:  A new Section 5.1(o) is added to the
Agreement and will read as follows:





the Borrower shall have materially breached its obligations to J.P. Carey
Securities, Inc. set forth in Section 2(a) of that certain Registration Rights
Agreement dated June 12, 2000 among PopMail.com, inc. and the Buyers set forth
in such agreement.




Capitalized Terms.  All capitalized terms not otherwise defined
herein shall have the same meaning as in the Agreement.


In Witness Whereof, the parties hereto have executed this Amendment No 1 to
the Loan Agreement as of the date first written above.
BORROWER:
POPMAIL.COM, INC., 

By:						

Its:___________________________

PMI:
POPMAIL NETWORK, INC.

By:						

Its:___________________________

LENDER:
GSI VENTURES, LLC,

By: SDK INVESTMENTS, INC., Manager
By:___________________________________
Stephen D. King
President

FAI:
FAN ASYLUM, INC.

By:						

Its:___________________________

SDKI:
SDK INVESTMENTS, INC., 

By:						

Stephen D. King
President

COL:
CAFE ODYSSEY, LLC

By:						

Its:___________________________


















EX-10.58
30
exh1058.htm
EXHIBIT













Exhibit 10.58



NEITHER THIS NOTE NOR THE SHARES OF COMMON STOCK ISSUABLE
UPON CONVERSION HEREUNDER HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION (TOGETHER, THE
"SECURITIES LAWS") AND MAY NOT BE OFFERED FOR SALE, SOLD OR
OTHERWISE  TRANSFERRED  OR  ENCUMBERED  IN  THE  ABSENCE  OF COMPLIANCE WITH
SUCH SECURITIES LAWS AND UNTIL THE COMPANY (AS DEFINED HEREIN) THEREOF SHALL
HAVE RECEIVED AN OPINION FROM COUNSEL REASONABLY ACCEPTABLE TO IT THAT THE
PROPOSED DISPOSITION WILL NOT VIOLATE ANY APPLICABLE SECURITIES LAWS.  

POPMAIL.COM, INC.

CONVERTIBLE PROMISSORY NOTE
WITH COGNOVIT PROVISION

	Irving, Texas
$70,000.00	February 8, 2001

	THIS CONVERTIBLE PROMISSORY NOTE (the
"Note") is one of a duly authorized issue of Convertible
Promissory Notes of PopMail.com., inc., a corporation duly organized and
existing under the laws of the State of Minnesota (the
"Company"), designated as its 12% Convertible Promissory Notes
Due January 5, 2002, in an aggregate principal amount not exceeding U.S.
$4,000,000 (the "Notes").

	FOR VALUE RECEIVED, the Company promises to pay to
GSI Ventures, LLC, an Ohio limited liability company
("Holder"), in lawful money of the United States of America,
the principal sum of  Seventy Thousand Dollars ($70,000.00), together with
interest in arrears on the unpaid principal balance at a rate equal to Twelve
Percent (12%) per annum, in the manner provided below.  Interest shall be
calculated on the basis of a 360-day year of twelve 30-day months and accrued on
a daily basis for the actual number of days elapsed from the date hereof on the
principal balance from time to time outstanding as hereinafter provided.

1.	Payments.

 	1.1	Principal and Interest. Accrued interest
under this Note shall be due and payable in quarterly installments on February
1, 2001, May 1, 2001, August 1, 2001 and November 1, 2001 and the entire
outstanding principal balance of the Note, together with all accrued but unpaid
interest thereon, shall be due and payable in full on January 5, 2002 (the
"Maturity Date"). Notwithstanding anything to the contrary
contained herein, upon Holder's consent, which shall be made in its sole and
absolute discretion, Company may pay any portion of the quarterly installments
of accrued interest payable hereunder with shares of Company's common stock, par
value $.01 per share (the "Common Stock").  The value of the
Common Stock used to pay any such quarterly installments of accrued interest
shall be determined by the closing sale price of the Common Stock as reported by
Nasdaq on the preceding trading day before the quarterly installment is
paid.

1.2	Manner of Payment.  Except as otherwise
provided herein, all payments of principal and interest on this Note shall be
made in immediately available funds.  If any payment of principal or interest on
this Note is due on a day which is not a Business Day, such payment shall be due
on the next succeeding Business Day, and such extension of time shall not be
taken into account in calculating the amount of interest payable under this
Note.  "Business Day" means any day other than a Saturday,
Sunday or legal holiday in the State of Ohio.

1.3	Prepayment.  The Company may, without premium
or penalty, at any time and from time to time, prepay all or any portion of the
outstanding principal balance due under this Note, provided that each such
prepayment is accompanied by the accrued interest on the amount of principal
prepaid calculated to the date of such prepayment.  The Company shall provide
Holder with not less than fifteen (15) days written notice prior to such
prepayment.  In the event a transaction described in Section 4.3 hereof is
contemplated prior to or contemporaneous with prepayment, said written notice
shall include the information specified in the notice made pursuant to Section
4.3 hereof.  
1.4	Default Interest.  Upon the occurrence of an
Event of Default (as defined below), this Note shall accrue interest at a
default rate of interest equal to the lesser of 18% per annum or the maximum
rate permitted under Ohio Law.

2.	Default.

	2.1	Event of Default.  The occurrence of any
one or more of the following events with respect to Company shall, upon 30 days'
written notice to the Company, constitute an event of default hereunder
("Event of Default") provided that, the events set forth in
Sections 2.1(a), 2.1(b), 2.1(c) and 2.1(d) shall constitute an Event of Default
immediately upon their occurrence and Lender shall not be required to provide
the 30 days written notice for any such event:

(a)	If Company shall fail to pay when due any payment of
principal or interest or other amount due on this Note.

(b)	If, pursuant to or within the meaning of the United
States Bankruptcy Code or any other federal or state law relating to insolvency
or relief of debtors (a "Bankruptcy Law"), the Company shall
(i) commence a voluntary case or proceeding; (ii) consent to the entry of an
order for relief against it in an involuntary case; (iii) consent to the
appointment of a trustee, receiver, assignee, liquidator or similar official;
(iv) make an assignment for the benefit of its creditors; or (v) admit in
writing its inability to pay its debts as they become due.







If a court of competent jurisdiction enters an order or
decree under any Bankruptcy Law that (i) is for relief against the Company in an
involuntary case, (ii) appoints a trustee, receiver, assignee, liquidator or
similar official for the Company or substantially all of the Company=s
properties, or (iii) orders the liquidation of the Company, and in each case the
order or decree is not dismissed within  30 days.





	(d)  	If an event of default occurs as defined in that
certain Loan Agreement executed on or about December 1, 2000 by and between the
Company, Holder, the Company's subsidiaries and SDK Investments, Inc., and as
amended on December 8, 2000 (the "Loan Agreement") or an event
of default occurs as defined in any of the Loan Documents, regardless of whether
or not such event of default is caused by Company or any of its subsidiaries or
affiliates who are a party to the Loan Agreement or the Loan Documents.

	(e) 	A breach of any obligation or covenant of Company
set forth in this Note.







Any representation or warranty made in writing to
Holder by Company made in this Note or in connection with the making of the Loan
shall prove at any time to have been incorrect or materially misleading when
made.








Notice by the Company. The Company shall notify
Holder in writing within five days after the occurrence of any Event of Default
of which the Company acquires knowledge.

Remedies.  Upon the occurrence of any Event
of Default hereunder as above provided, and at any time thereafter, all
principal, interest and other amounts payable under this Note shall, at the
option of Holder, become immediately due and payable without presentment,
demand, protest or other notice of any kind, all of which are expressly waived
by Company.  Holder may proceed with every remedy available at law or in equity
or provided for in the Loan Documents or in any other document executed in
connection with the Loan, in such order or sequence as Holder may determine in
its sole discretion, including concurrently, independently, or successively, and
all expenses incurred by Holder in connection with any remedy shall be deemed
indebtedness of Company to Holder including, but not limited to, reasonable
attorneys' fees incurred by Holder.



3.	Conversion.




Holder Conversion.  









The Holder shall have the right, at the Holder's option,
at any time prior to payment in full of the principal balance of this Note, to
convert this Note, in accordance with the provisions of Section 3.2 hereof, in
whole or in part, into fully paid and nonassessable shares of Common Stock (the
"Common Stock") of the Company.  The number of shares of Common
Stock into which this Note may be converted ("Conversion
Shares") shall be determined by dividing: [A] the sum of (i) the
outstanding principal amount of the Note to be converted, (ii) all accrued
interest thereon to the date of conversion, and (iii) all other indebtedness
Company owes Holder under this Note, by [B] the amount equal to 140% of the
"Market Price" of the Common Stock (the "Conversion
Price"). 





 		(b) 	Notwithstanding Section 3.1(a), in the event
that Company has paid any amount it owes to Holder pursuant to this Note
("Partial Payment"), then from the date of the Partial Payment
for a period of 90 days, Holder shall have the right to purchase at a strike
price equal to the Conversion Price (the "Purchase Price") a
certain number of shares of the Common Stock (the "Purchase
Right").  The number of shares of Common Stock that Holder may purchase
shall be determined by dividing the Partial Payment by the Conversion Price.
For purposes of this Note, any shares of Common Stock that Holder purchases
pursuant to its Purchase Right shall be considered Conversion Shares.  The
Purchase Right may be exercised by Holder, in whole or in part, by written
notice to the Company, together with payment by Holder to the Company of the
Purchase Price in immediately available funds.

3.2	Conversion Procedure.

(a)	Notice of Conversion and Purchase Right
Pursuant to Section 3.1.  Before the Holder shall be entitled to convert
this Note into shares of Common Stock, it shall surrender this Note at the
office of the Company and shall give written notice  in the form attached hereto
as Exhibit A (the "Holder Conversion Notice") to the
Company at its principal corporate office, of the election to convert all or a
portion of this Note pursuant to Section 3.1(a).  If this Note is converted in
part only, the Company shall execute and deliver a new note to the Holder
thereof in the principal amount equal to the portion of this Note not so
converted.  Before the Holder may exercise its Purchase Right, it shall give
written notice to the Company at its principal corporate office, of its exercise
of its Purchase Right pursuant to Section 3.1(b) prior to the expiration of the
90-day period the Purchase Right is available.







Mechanics and Effect of Conversion.  No
fractional shares of Common Stock shall be issued upon conversion of this Note
or exercise of the Purchase Right.  Upon the conversion of this Note pursuant to
Section 3.1(a) above, the Holder shall surrender this Note, duly endorsed, at
the principal office of the Company.  At its expense, the Company shall, as soon
as practicable after receiving the Holder Conversion Notice or notice of
Holder's exercise of its Purchase Right, issue and deliver to such Holder at
such principal office a certificate or certificates for the number of shares of
Common Stock to which the Holder shall be entitled upon such conversion or
purchase (bearing such legends as are required by the Loan Agreement or
applicable state and federal securities laws in the opinion of counsel to the
Company), together with a new note for the principal amount of the Note that was
not converted, if any.  Upon conversion of all or a portion of this Note, the
Company shall be forever released from all its obligations and liabilities under
this Note, to the extent of the principal amount so converted.





3.3	Limitations on Conversion.  Unless the Company
shall have obtained the approval of its voting shareholders to such issuance in
accordance with the rules of Nasdaq or any other stock market rules with which
the Company shall be required to comply, but only to the extent required
thereby, the Company shall not issue shares of its Common Stock (i) upon
conversion of any of the principal sum outstanding hereunder, or (ii) as
interest on the principal sum due hereunder, if such issuance of Common Stock,
when added to the number of shares of Common Stock previously issued by the
Company (x) upon conversion of the principal sum due under the Notes and (y) in
payment of interest due under the Notes, would equal or exceed 20 percent of the
number of shares of the Company's Common Stock that were issued and outstanding
on the date hereof (the "Maximum Issuance Amount").  In the
event that a properly executed Holder Conversion Notice is received by the
Company which would require the Company to issue shares of Common Stock equal to
or in excess of the Maximum Issuance Amount, the Company shall honor such
conversion request by (a) converting the amount of the principal and interest
stated in such conversion notice that is not in excess of the Maximum Issuance
Amount and (b) paying the remaining principal and interest due requested by
Holder to be converted; provided that, Company shall first use its best efforts
to obtain as soon as practicable after obtaining a Holder Conversion Notice the
approval of its voting shareholders to issue Conversion Shares in excess of the
Maximum Issuance Amount.




Limitations on Issuance of Common Stock.
Notwithstanding anything herein to the contrary, in no event shall the Holder be
permitted to receive Conversion Shares upon exercising its conversion rights or
Common Stock as payment for accrued interest on this Note (collectively referred
to as "Conversion Rights") to the extent that (x) the number of shares
of Common Stock beneficially owned by the Holder (other than shares of Common
Stock issuable upon exercise of Holder's Conversion Rights) plus (y) the number
of shares of Common Stock issuable upon exercise of the Holder's Conversion
Rights, would be equal to or exceed 4.9% of the number of shares of Common Stock
then issued and outstanding, including shares issuable upon exercise of the
Holder's Conversion Rights after application of this Section 3.4.  As used
herein, beneficial ownership shall be determined in accordance with Section
13(d) of the Securities Exchange Act of 1934 (the "Exchange Act").  To
the extent that the limitation contained in this Section 3.4 applies, the
determination of whether Holder may exercise its Conversion Rights (in relation
to other securities owned by the Holder) and of which a portion of the
Conversion Rights are exercisable shall be in the sole discretion of the Holder,
and the submission of a Holder Conversion Notice (or written notice in the case
of payment of accrued interest in shares of Common Stock) shall be deemed to be
the Holder's determination of whether the Conversion Rights are exercisable (in
relation to other securities owned by the Holder) and of which portion of the
Conversion Rights are exercisable, in each case subject to such aggregate
percentage limitation, and the Company shall have no obligation to verify or
confirm the accuracy of such determination.  Nothing contained herein shall be
deemed to restrict the right of the Holder to exercise its Conversion Rights at
such time as such exercise will not violate the provisions of this Section 3.4.
The provisions of this Section 3.4 may be waived by the Holder upon, at the
election of the Holder, 61 days' prior notice to the Company, and the provisions
of this Section 3.4 shall continue to apply until such 61st day (or
such later date as may be specified in such notice of waiver).  No exercise of
the Conversion Rights in violation of this Section 3.4 but otherwise in
accordance with this Note shall affect the status of the Common Stock issued
upon such exercise as validly issued, fully-paid and
nonassessable.



4.	Anti-Dilution Adjustments.

4.1	Adjustments for Stock Splits and Subdivisions.
In the event the Company should at any time or from time to time after the date
of issuance hereof fix a record date for the effectuation of a split or
subdivision of the outstanding shares of Common Stock or the determination of
holders of Common Stock entitled to receive a dividend or other distribution
payable in additional shares of Common Stock or other securities or rights
convertible into, or entitling the holder thereof to receive directly or
indirectly, additional shares of Common Stock (hereinafter referred to as
"Common Stock Equivalents") without payment of any consideration by
such holder for the additional shares of Common Stock or the Common Stock
Equivalents (including the additional shares of Common Stock issuable upon
conversion or exercise thereof), then, as of such record date (or the date of
such dividend distribution, split or subdivision if no record date is fixed),
the Conversion Price of this Note shall be appropriately decreased so that the
number of shares of Common Stock issuable upon conversion of this Note shall be
increased in proportion to such increase of outstanding shares.

4.2	Adjustments for Reverse Stock Splits. 
If the number of shares of Common Stock outstanding at any time after the date
hereof is decreased by a combination of the outstanding shares of Common Stock
through a reverse stock split, then, following the record date of such
combination, the Conversion Price for this Note shall be appropriately increased
so that the number of shares of Common Stock issuable on conversion of this Note
shall be decreased in proportion to such decrease in outstanding shares.

4.3	Adjust for Reorganization, Reclassification, Merger
and Sale.  If any capital reorganization or reclassification of the capital
stock of the Company, or consolidation or merger of the Company with another
corporation, or the sale of all or substantially all of its assets to another
corporation shall be effected in such a way that holders of the Company's Common
Stock shall be entitled to receive stock, securities or assets with respect to
or in exchange for such common shares, then, as a condition of such
reorganization, reclassification, consolidation, merger or sale, the Holder
shall have the right to convert and receive upon the basis and upon the terms
and conditions specified in this Note and in lieu of the shares of the Common
Stock of the Company immediately theretofore convertible and receivable upon the
exercise of the rights represented hereby, such shares of stock, other
securities or assets as would have been issued or delivered to the Holder as if
it had exercised this Note and had received such shares of common stock prior to
such reorganization, reclassification, consolidation, merger or sale.  The
Company shall not effect any such consolidation, merger or sale, unless prior to
the consummation thereof the successor corporation (if other than the Company)
resulting from such consolidation or merger or the corporation purchasing such
assets shall assume by written instrument executed and mailed to the registered
Holder of this Note at the last address of such Holder appearing on the books of
the Company, the obligation to deliver to such Holder such shares of stock,
securities or assets as, in accordance with the foregoing provisions, such
Holder may be entitled to convert.

4.4	Other Adjustment.  If the Company takes
any other action, or if any other event occurs which does not come within the
scope of the provisions of Sections 4.1 through 4.3, but which should result in
an adjustment in the Conversion Price and/or the number of shares subject to
this Note in order to fairly protect the purchase rights of the Holder, an
appropriate adjustment in such purchase rights shall be made by the Company.

4.5	Reservation of Stock Issuable Upon Conversion.
The Company shall at all times reserve and keep available out of its authorized
but unissued shares of Common Stock solely for the purpose of effecting the
issuance of the Conversion Shares such number of its shares of Common Stock as
shall from time to time be sufficient to issue the Conversion Shares; and if at
any time the number of authorized but unissued shares of Common Stock shall not
be sufficient to effect the issuance of the Conversion Shares,  in addition to
such other remedies as shall be available to the holder of this Note, the
Company will use its best efforts to take such corporate action as may, in the
opinion of Holder's counsel, be necessary to increase its authorized but
unissued shares to such number of shares as shall be sufficient for such
purposes.

5.	Miscellaneous.

5.1	Waiver.  The rights and remedies of Holder
under this Note shall be cumulative and not alternative.  No waiver by Holder of
any right or remedy under this Note shall be effective unless in a writing
signed by Holder.  Neither the failure nor any delay in exercising any right,
power or privilege under this Note will operate as a waiver of such right, power
or privilege and no single or partial exercise of any such right, power or
privilege by Holder will preclude any other or further exercise of such right,
power or privilege or the exercise of any other right, power or privilege.  To
the maximum extent permitted by nonwaivable applicable law, (a) no claim or
right of Holder arising out of this Note can be discharged by Holder, in whole
or in part by a waiver or renunciation of the claim or right unless in a
writing, signed by Holder; (b) no waiver that may be given by Holder will be
applicable except in the specific instance for which it is given; and (c) no
notice to or demand on the Company will be deemed to be a waiver of any
obligation of the Company or of the right of Holder to take further action
without notice or demand as provided in this Note.  The Company hereby waives
presentment, demand, protest and notice of dishonor and protest.

5.2	Notices.  The Company shall give any notice
required or permitted to be given hereunder to the Holder or the Holder to the
Company in accordance with the Loan Agreement. 

5.3	Severability.  If any court of competent
jurisdiction holds any provision in this Note invalid or unenforceable, the
other provisions of this Note will remain in full force and effect. Any
provision of this Note held invalid or unenforceable only in part or degree will
remain in full force and effect to the extent not held invalid or
unenforceable.

5.4	Governing Law.  This Note will be governed by
the laws of the State of Ohio without regard to conflicts of laws
principles.

5.5	Parties in Interest; Assignment.  This Note
shall bind the Company and its successors and assigns.  Subject to the
provisions of the legend on this Note, the Holder may assign this Note upon
providing Company notice of such assignment.




Section Headings, Construction.  The headings of
Sections in this Note are provided for convenience only and will not affect its
construction or interpretation.  All references to "Section" or
"Sections" refer to the corresponding Section or Sections of this Note
unless otherwise specified.



5.7  	Capitalized Terms.  All capitalized terms
used in this Note and not defined herein shall have the same meaning as in the
Loan Agreement.  
	5.8	Gender.  All words used in this Note will
be construed to be of such gender or number, as the circumstances require.
Unless otherwise expressly provided, the words "hereof" and
"hereunder" and similar references refer to this Note in its entirety
and not to any specific section or subsection hereof.

	5.9 	 JURY WAIVER.  THE UNDERSIGNED AND HOLDER
(BY ITS ACCEPTANCE HEREOF) HEREBY VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND
UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY
DISPUTE (WHETHER BASED UPON CONTRACT TORT OR OTHERWISE) BETWEEN OR AMONG THE
UNDERSIGNED AND HOLDER ARISING OUT OF OR IN ANY WAY RELATED TO THIS DOCUMENT,
ANY OTHER RELATED DOCUMENT, OR ANY RELATIONSHIP BETWEEN HOLDER AND THE
UNDERSIGNED.  THIS PROVISION IS A MATERIAL INDUCEMENT TO HOLDER TO PROVIDE THE
FINANCING DESCRIBED HEREIN OR IN THE OTHER LOAN DOCUMENTS.

5.10	Jurisdiction.  Company, by its execution
hereof (i) hereby irrevocably submits to the exclusive jurisdiction of the State
of Ohio and to the exclusive jurisdiction of the United States District Court
for the Southern District of Ohio for the purpose of any suit, action or other
proceeding arising out of or based upon this Note, the Loan Agreement or any
Loan Document or the subject matter hereof or thereof brought by Holder or its
successors or assigns, and (ii) agrees not to assert, by way of motion, as a
defense or otherwise, in any such proceeding, any claim that Company is not
subject personally to the jurisdiction of the above-named courts, that Company's
property is exempt or immune from attachment or execution, that any such
proceeding brought in one of the above-named courts is brought in an
inconvenient forum, that the venue of any such proceeding brought in one of the
above-named courts in improper, or that this Note, the Loan Agreement or any
Loan Document, or the subject matter hereof or thereof, may not be enforced in
or by such court.

CONFESSION OF JUDGMENT.  UPON AN EVENT OF DEFAULT,
COMPANY HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY-AT-LAW TO APPEAR
IN ANY COURT OF RECORD AND TO CONFESS JUDGMENT AGAINST COMPANY FOR THE UNPAID
AMOUNT OF THIS NOTE, PLUS ATTORNEYS' FEES AS PROVIDED IN THIS NOTE, PLUS COSTS
OF SUIT, AND TO RELEASE ALL ERRORS, AND WAIVE ALL RIGHTS OF APPEAL.   IF A COPY
OF THE NOTE, VERIFIED BY AN AFFIDAVIT, SHALL HAVE BEEN FILED IN THE PROCEEDING,
IT WILL NOT BE NECESSARY TO FILE THE ORIGINAL AS A WARRANT OF ATTORNEY.  COMPANY
WAIVES THE RIGHT TO ANY STAY OF EXECUTION AND THE BENEFIT OF ALL EXEMPTION LAWS
NOW OR HEREAFTER IN EFFECT. NO SINGLE EXERCISE OF THE FOREGOING WARRANT AND
POWER TO CONFESS JUDGMENT WILL BE DEEMED TO EXHAUST THE POWER, WHETHER OR NOT
ANY SUCH EXERCISE SHALL BE HELD BY ANY COURT TO BE INVALID, VOIDABLE, OR VOID;
BUT THE POWER WILL CONTINUE UNDIMINISHED AND MAY BE EXERCISED FROM TIME TO TIME
AS HOLDER MAY ELECT UNTIL ALL AMOUNTS OWING ON THIS NOTE HAVE BEEN PAID IN
FULL.

WARNING - BY SIGNING THIS PAPER YOU GIVE UP YOUR
RIGHT TO NOTICE AND COURT TRIAL.  IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY
BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN
BE USED TO COLLECT FROM REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE
CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY
WITH THE AGREEMENT, OR ANY OTHER CAUSE.


IN WITNESS WHEREOF, the Company has executed and
delivered this Note as of the date first stated above.

POPMAIL.COM, INC.


By:______________________________
Title:   Chief Executive Officer  


Acknowledged and agreed to this 
____ day of February, 2001.

GSI Ventures, LLC

By:					

     Its:					


Execution Version
	EXHIBIT A



NOTICE OF CONVERSION
AT THE ELECTION OF THE HOLDER

(To Be Signed Only Upon Conversion of Note)


TO POPMAIL.COM, INC.

The undersigned, the holder of the foregoing Note, hereby
surrenders such Note for conversion into shares of Common Stock of POPMAIL.COM,
INC., to the extent of $_____ of the unpaid principal amount of such Note, and
requests that the certificates for such shares be issued  in  the  name  of,
and  delivered  to,  ______________  whose  address  is
________________________________.  


Dated: __________________________________



_________________________________














 (Signature must conform in all respects to 













name of holder as specified on the face of 
the Note)



_________________________________
(Address)



















EX-10.59
31
exh1059.htm
EXHIBIT











Exhibit 10.59


Schedule of Convertible Promissory Notes
Issued in Connection with Convertible Secured Debt
Financing



Date of	Name of				Date of
Note	Holder		Amount		Repayment


12/01/00	GSI Ventures, LLC	400,000		January 5, 2002

12/08/00	GSI Ventures, LLC	100,000		January 5, 2002

12/13/00	GSI Ventures, LLC	100,000		January 5, 2002

12/15/00	GSI Ventures, LLC	100,000		January 5, 2002

02/08/01	GSI Ventures, LLC	  70,000		January 5, 2002




















EX-10.60
32
exh1060.htm
EXHIBIT












Exhibit 10.60

LOAN AGREEMENT

	THIS LOAN AGREEMENT ("Agreement")
is made by and among THE SHAAR FUND LTD. ("Lender"),
POPMAIL.COM, INC., a Minnesota corporation (the
"Borrower"), SDK INVESTMENTS, INC., an Ohio corporation
("SDKI"), POPMAIL NETWORKS, INC., a Texas corporation
("PNI"), FAN ASYLUM, INC., a California corporation ("FAI")
and CAFÉ ODYSSEY, LLC, a Minnesota limited liability company
("COL") this 21st day of December, 2000.
RECITALS

	A.	Lender has agreed to loan Borrower up to the
principal amount of $200,000.

	B.	Borrower has agreed to borrow up to $200,000  from
Lender.  

	C.	SDKI has acted as a finder in connection with the
loan to be made by Lender to Borrower and, as a result, Borrower has agreed to
pay SDKI a finder's fee consisting of cash and a warrant to purchase Borrower's
common stock.  

	D.	PNI, FAI and COL are wholly owned subsidiaries of
Borrower and will materially benefit from the loan Borrower will receive from
Lender.

	E.	As a condition to Lender making a loan to Borrower,
Lender requires PNI, FAI and COL to execute this Agreement and be bound by
certain terms of this Agreement.

	IN CONSIDERATION of the premises, the mutual
covenants and agreements contained herein and other good and valuable
consideration, the receipt, sufficiency and adequacy of which are hereby
acknowledged, Lender, Borrower PNI, FAI, COL, and SDKI hereby covenant and agree
as follows:  
ARTICLE I
THE LOAN




Agreement to Borrow and Lend.  Subject
to all of the terms, provisions, conditions, covenants and agreements contained
in this Agreement, Lender agrees to make a loan to Borrower (the
"Loan") in the principal amount of Two Hundred Thousand Dollars
($200,000) (the "Loan Proceeds"), which shall be used in
accordance with the terms set forth herein.  

Closing.  The Loan Proceeds shall be distributed
at one closing which shall occur on December 21, 2000, or on such other date as
the parties shall agree (the "Closing").   

Convertible Promissory Note.  The Loan will be
evidenced by a convertible promissory note (the "Note") in the
form attached hereto as Exhibit A that will be executed by Borrower and
delivered to Lender.  

Interest.  The outstanding principal balance of
the Note shall bear interest at a rate of Twelve Percent (12%) per annum as set
forth in the Note. 

Payment Terms.  Accrued interest under the
Note shall be due and payable in quarterly installments on February 1, 2001, May
1, 2001, August 1, 2001 and November 1, 2001 and the entire outstanding
principal balance of the Loan, together with all accrued but unpaid interest
thereon, shall be due and payable in full on January 5, 2002 (the
"Maturity Date"). Notwithstanding anything to the contrary
contained herein, upon Lender's consent, which shall be made in its sole and
absolute discretion, Borrower may pay any portion of the quarterly installments
of accrued interest of the Loan with shares of Borrower's common stock, par
value $.01 per share (the "Common Stock").  The value of the
Common Stock used to pay any quarterly installments of accrued interest shall be
determined by the closing sale price of the Common Stock as reported by Nasdaq
on the preceding trading day before the quarterly installment is paid.

Conversion Right.  The Lender shall have the right
to convert all or any portion of the debt evidenced by the Note into Borrower's
Common Stock in accordance with the terms of the Note.


ARTICLE II

WARRANTS TO PURCHASE COMMON STOCK

	2.1.	Warrant to Purchase Common Stock to
Lender.  The Borrower hereby agrees to issue to Lender as a part of
the consideration for Lender making the Loan to Borrower, a warrant to purchase
the number of shares of Common Stock equal to fifty percent (50%) of the
aggregate face value of the Note and in the form attached hereto as Exhibit
B (the "Lender Warrant"). 




Warrant to Purchase Common Stock to SDKI.
As partial consideration for introducing the Borrower to the Lender, the
Borrower hereby agrees to issue to SDKI a warrant to purchase the number of
shares of Common Stock equal to ten percent (10%) of the aggregate face value of
each Note and in the form attached hereto as Exhibit C ("SDKI
Warrant" and together with the Lender Warrant, the
"Warrants").  

Share Calculation For Warrants; Strike Price;
Issuance.  For purposes only of determining the number of shares which shall
be granted upon exercise of the Warrants, the Common Stock shall be deemed to
have a value of $1.00 per share.  The strike price for each Lender Warrant shall
be 120% of the Market Price (as that term is defined in the Note), and the
strike price for each SDKI Warrant shall be the Market Price.  The Borrower
shall issue the Warrant at the Closing.  The Warrants shall be exercisable for a
period of at least five years.


ARTICLE III
BORROWER'S REPRESENTATIONS AND WARRANTIES

	The Borrower hereby represents and warrants to
Lender that the following are true and correct as of the date hereof and shall
be true and correct as of the date of the Closing and shall remain true and
correct during the term of all of the Loan Documents (as defined below):  

3.1	Borrower and each of its subsidiaries and affiliates
(a) is a duly organized and validly existing corporation in good standing under
the laws of the jurisdiction of its formation, (b) has the power and authority
and the legal right to own its property and assets and to transact the business
in which it is engaged and (c) is duly qualified as a foreign corporation  or
otherwise licensed and authorized to transact business and in good standing in
each jurisdiction where the ownership, leasing or operation of property or the
conduct of its business requires such qualification and where the failure to be
so qualified, licensed or authorized would have a material adverse effect on the
condition (financial or otherwise), prospects, assets or properties of Borrower,
any subsidiary or affiliate. All subsidiaries and affiliates of the Borrower are
listed on Item 3.1 of the Disclosure Schedule.  The term
"affiliate" shall have the meaning ascribed thereto under Rule 12b-2
promulgated under the Exchange Act of 1934, as amended.




3.2  The execution, delivery and performance of this Agreement, the Note and
the Warrants and any and all other security agreements, pledge agreements,
financing statements, certificates or instruments contemplated herein
(collectively "Loan Documents") executed and delivered by the
Borrower or its affiliates have been authorized by all necessary corporate
actions and do not and will not contravene any legal or contractual restriction
binding on the Borrower or any of its property or its assets.

3.3  The Borrower and each of its subsidiaries and affiliates has the power
to take all actions contemplated hereby (including but not limited to the
issuance of the Warrants and Note, the right of first refusal granted to Lender
to participate in any security issuances and the granting of the security
interests in the Collateral (as defined below)) to execute, deliver and carry
out the terms and provisions of each Loan Document to which it is a party and
has taken all necessary actions to authorize the execution, delivery and
performance by it of each Loan Document to which it is a party and all acts
contemplated hereby. The Loan Documents when executed and delivered by the
Borrower and its subsidiaries and affiliates will constitute the legal, valid
and binding obligation of the Borrower and its subsidiaries and affiliates (as
the case may be) and is, or will be upon execution, enforceable against the
Borrower and its subsidiaries and affiliates (as the case may be) in accordance
with their respective terms, except to the extent that enforcement may be
limited by applicable bankruptcy, insolvency, reorganization or other similar
laws affecting creditors' rights generally.  

3.4  The execution, delivery or performance by the Borrower and its
subsidiaries and affiliates of each Loan Document, and compliance by the
Borrower and its subsidiaries and affiliates with the terms and provisions
hereof and thereof, (a) do not contravene any provision of any law, statute,
rule or regulation or any order, writ, injunction or decree of any court or
governmental instrumentality applicable to the Borrower, any subsidiary or
affiliate, (b) do not conflict with or result in any breach of any of the terms,
covenants, conditions or provisions of, or constitute a default under, or result
in the creation or imposition of (or the obligation to create or impose) any
lien (other than as contemplated by the Loan Documents) upon any of the property
or assets of the Borrower, any subsidiary or affiliate pursuant to the terms of
any material indenture, mortgage, deed of trust, credit agreement, loan
agreement or other agreement, contract or instrument to which the Borrower, any
subsidiary or affiliate is a party or by which the Borrower, any subsidiary or
affiliate or any of their respective properties or assets is bound or to which
the Borrower, any subsidiary or affiliate may be subject and (c) do no violate
any provision of the Certificate of Incorporation, Articles of Organization,
operating agreement, bylaws or regulations of the Borrower, any subsidiary and
affiliate. 

3.5  The authorization, issuance, sale and delivery of the shares of Common
Stock issuable upon conversion of the Note and upon exercise of the Warrants has
been duly authorized by all requisite corporate action on the part of the
Borrower.  The shares of the Common Stock issuable upon conversion of the Note
and upon exercise of the Warrants upon their issuance in accordance with the
Note and the Warrants, respectively, will be validly issued, fully paid and
nonassessable.  Any shares of Common Stock issued in accordance with the terms
of the Note for payment of quarterly installments of acquired interest will be
validly issued, fully paid and nonassessable.

3.6  Except as disclosed in Schedule 3.6, there are no actions, suits or
proceedings pending or, to the  knowledge of the Borrower, threatened against
Borrower, any subsidiary  or affiliate  (a) with respect to the Loan Documents,
any of the Collateral (as defined below) or the transactions contemplated hereby
or (b) that are, either individually or in the aggregate, reasonably likely to
have a material adverse effect on the condition (financial or otherwise),
prospects, assets or properties of Borrower, any subsidiary or affiliate.

3.7  All balance sheets, income statements, financial statements, operating
statements and other financial data pertaining to Borrower or its subsidiaries
or affiliates (the "Financial Information") that have been
delivered (or will be delivered) to Lender by or on behalf of Borrower are or
will be accurate and complete in all material respects, are or will be in
accordance with the books and records of Borrower and its subsidiaries and
affiliates, and accurately present or will present the financial condition,
results of operations and changes in financial position of the person or entity
to which they pertain as of their respective dates and there has been no
material change with respect thereto.  All Financial Information delivered to
Lender is and shall be prepared in accordance with the generally accepted
accounting principles, consistently applied.

3.8  None of the Borrower's reports and documents heretofore filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended, and the Securities Exchange Act of 1934, as amended, contained at the
time they were filed  any untrue statement of a material fact or omitted to
state any material fact required to be stated therein or necessary to make the
statements made therein, in light of the circumstances under which they were
made, not misleading.



3.9  The Borrower and its subsidiaries and affiliates own and
possess adequate and enforceable rights to use all patents, patent applications,
trademarks, trademark applications, trade names, service marks, logos,
copyrights, copyright applications, licenses, inventions, software, programs,
know-how (including trade secrets and other unpatented and/or unpatentable
proprietary or confidential information, systems or procedures) and other
similar rights and proprietary knowledge (collectively,
"Intangibles") necessary for the conduct of their respective
businesses.  Borrower and its subsidiaries and affiliates have the unrestricted
right to use all of the Intangibles.  Borrower and its subsidiaries and
affiliates are not infringing upon or in conflict with any right of any other
person or entity with respect to any Intangibles and the Borrower and its
subsidiaries and affiliates are not subject to any outstanding order, decree,
judgment or stipulation with respect to the Intangibles.  No proceedings have
been instituted or are pending or, to Borrower's knowledge, threatened which
challenge the validity or rights of Borrower or its subsidiaries and affiliates
to any of the Intangibles, and Borrower has no knowledge of any infringement by
others of any of the Intangibles.  All of the Intangibles are valid, enforceable
and free and clear of any attachments or liens and all claims, restrictions and
demands of any other person, firm or corporation, including attorneys' fees for
past services, expenses and government fees.  None of the past or present
employees, officers, directors, or shareholders of Borrower, any subsidiary or
affiliate has any rights in any Intangibles.  Borrower and its subsidiaries and
affiliates have not granted any outstanding license or other rights to any of
the Intangibles, except those licenses granted in the ordinary course of
business, and are not liable, and have not made any contract or arrangement
whereby they may become liable, to any person for any royalty or other
compensation for the use of any Intangibles.  The trade secrets and processes
and procedures of Borrower and its subsidiaries and affiliates which are
necessary to the operation of Borrower and its subsidiaries and affiliates have
been reduced to writing, to the extent practical, and will remain available for
use by Borrower and its subsidiaries and affiliates after the date of the
Closing. 

3.10	All factual information heretofore or
contemporaneously furnished by the Borrower, any subsidiary or affiliate to
Lender (including, without limitation, all information contained in this
Agreement) for purposes of this Agreement or any transaction contemplated hereby
or thereby is, and all other such factual information hereafter furnished by the
Borrower, any subsidiary or affiliate to Lender for purposes of this Agreement
or any transaction contemplated herein will be, true and accurate in all
material respects on the date as of which such information is given and the
Borrower in good faith believes such information is not incomplete by omitting
to state any fact necessary to make such information not misleading at such time
in light of the circumstances under which such information was provided.



	3.11  The Borrower, each subsidiary and affiliate has filed all tax
returns required to be filed by it and has paid all income and franchise taxes
payable by it which have become due pursuant to such tax returns and all other
taxes and assessments payable by it which have become due, other than those not
yet delinquent and except for those contested in good faith and by appropriate
proceedings. The amounts shown on those tax returns fairly present the tax
position of the Borrower and such subsidiaries and the Borrower does not expect
any material adjustments or any amounts shown on such tax returns. Each of the
Borrower and each subsidiary or affiliate has paid, or has provided adequate
reserves (in the good faith judgment of the management of the Borrower) for the
payment of, all foreign, federal and state income and franchise taxes applicable
for all prior fiscal years of the Borrower and for the current fiscal year to
the date hereof. As of the date hereof, no tax lien has been filed, and, to the
knowledge of the Borrower, no claim is being asserted, with respect to any tax,
fee or other charge.

	3.12  All employee benefit plans, as defined in Section 3(3) of ERISA
(defined below) and which are maintained for employees by the Borrower, a
subsidiary or an ERISA Affiliate (defined below) ("Plan"), comply with
all relevant provisions of the Internal Revenue Code of 1986 (the
"Code") and ERISA; no Plan is insolvent or in reorganization; no Plan
has an accumulated or waived funding deficiency or has applied for an extension
of any amortization period within the meaning of Section 412 of the Code;
neither the Borrower nor any subsidiary nor any ERISA Affiliate has incurred any
liability to or on account of a Plan which is a single-employer plan as defined
in Section 4001 (a) (15) of ERISA pursuant to Section 4062, 4063, 4064 or a
multi employer plan pursuant to Sections 515, 4201 or 4204, of ERISA; no
proceedings have been instituted to terminate any plan; and no condition exists
which constitutes a prohibited transaction (as defined in Section 406 of ERISA
or Section 4975 of the Code) or a reportable event (as defined in Section 4043
of ERISA), or which is reasonably expected will result in the Borrower, any
subsidiary or an ERISA Affiliate of incurring a liability to or on account of a
Plan pursuant to any of the foregoing Sections of ERISA or the Code.  As of the
date of this Agreement, the aggregate present value of all accrued benefit
liabilities (as defined in Section 4001(a)(6) of ERISA) of all Plans which were
single-employer plans did not exceed the aggregate current value of all assets
of such Plans based upon estimated actuarial data that has been provided to the
Borrower by the consulting actuaries of the Plans, and as of the date of this
Agreement, there was no withdrawal liability (and would be no withdrawal
liability assuming a complete withdrawal from all such Plans) to any Plan which
is a multi employer plan.



	"ERISA" means the Employee Retirement Income
Security Act of 1974, as amended, and any successor statute of similar import,
together with regulations thereunder, in each case as in effect from time to
time. References to sections of ERISA also refer to any successor sections.

	"ERISA Affiliate" means any person (as defined
in Section 3 (9) of ERISA) (including each trade or business (whether or not
incorporated)) which together with the Company or any Subsidiary would be deemed
to be a "single employer" or a member of the same "controlled
group" of "contributing sponsors" within the meaning of Section
4001 of ERISA

	3.13  The Borrower and its subsidiaries and affiliates
are in compliance with all applicable statutes, regulations and orders of, and
all applicable restrictions imposed by, all governmental bodies, domestic or
foreign, in respect of the conduct of their businesses and the ownership of
their properties, except such noncompliance as would not, in the aggregate,
reasonably be expected to have a material adverse effect on the condition
(financial or otherwise), prospects,  assets or properties of Borrower or any
subsidiary or affiliate.

3.14  The Borrower and its subsidiaries and affiliates have
never conducted business under any names other than those set forth in Item
3.14 of the Disclosure Schedule. The addresses of all offices where any of
the Collateral is located is listed in Item 3.14 of the Disclosure
Schedule.  The chief executive office and the chief place of business for the
Borrower, each of its subsidiaries, and affiliates and the office where each
thereof keeps its books and records, is located at the address specified in
Item 3.14 of the Disclosure Schedule.

	3.15    As of the date the last Financial Information was
received by Lender from Borrower, except to the extent disclosed, reflected or
reserved against therein or in Item 3.15 of the Disclosure Schedule,
Borrower did not have any material liabilities or obligations, known or unknown,
secured or unsecured, whether accrued, absolute, contingent or otherwise. 

	3.16  Since the date the last Financial Information was
received by Lender from Borrower, there has been no material adverse change in
or to the business of Borrower or its subsidiaries or affiliates, or to the
operations, earnings, prospects, liabilities or relationships with suppliers,
distributors or customers of Borrower or its subsidiaries or affiliates.  There
is no presently existing condition with respect to Borrower or its subsidiaries
or affiliates which might be expected to have a material adverse effect on the
business or prospects of Borrower or its subsidiaries or affiliates or the
continued conduct of the business of Borrower or its subsidiaries or Affiliates
after the date of the Closing. 

	3.17  No order, consent, approval, license, authorization
or validation of, or filing, recording or registration with, or exemption by, or
other act by (except as have been obtained or made), any governmental or public
body or authority, or any subdivision thereof, is required to authorize, or is
required in connection with, (a) the execution, delivery and performance by the
Borrower or its subsidiaries or affiliates of any Loan Document or (b) the
legality, validity, binding effect or enforceability against the Borrower or its
subsidiaries or affiliates of any Loan Document.



3.18  Borrower shall use the Loan Proceeds exclusively for commercial reasons
that are expressly approved by Lender in accordance with Section 4.2 below.

3.19    Borrower or its subsidiaries and affiliates (as the case may be) are
the legal and beneficial owner of the Collateral, and the Collateral is free and
clear of all mortgages, security interests, liens, equities, encumbrances and
claims of every kind (collectively, the "Encumbrances") except
for the Encumbrances set forth on Item 4.7 of the Disclosure Schedule and
the liens of the Lender as set forth in this Agreement.  The Collateral is and
will remain free and clear of all Encumbrances of any nature whatsoever, except
for those set forth on Item 4.7 of the Disclosure Schedule and the liens
of the Lender as set forth in this Agreement.






All of the subsidiaries and affiliates of Borrower are wholly owned by
Borrower.





3.21  The security interest and leasehold mortgage in favor of the Borrower
on the real and personal property located at Kenwood Mall, Cincinnati, Ohio, is
a first and best lien on such personal property and leasehold and Borrower has
not and will not allow any Encumbrances on such property to be superior to
Borrower's mortgage and security interest.


		ARTICLE IV
		ADDITIONAL COVENANTS AND OTHER AGREEMENTS

	4.1.	Finder's Fee. Borrower shall pay to
SDKI a cash fee of ten percent (10%) of all the Loan Proceeds disbursed to
Borrower, which amount shall be paid from the proceeds disbursed to
Borrower.




Disbursement Approval.  All disbursements of Loan
Proceeds shall be approved in writing in advance by Lender, in its sole and
absolute discretion.  Prior to any use by the Borrower of the Loan Proceeds, or
any portion thereof, Borrower shall have received Lender's prior written
approval of such use, with such approval being determined by Lender in its sole
and absolute discretion.  Notwithstanding the foregoing provisions of this
Section 4.2, Borrower shall not need any approval from Lender with respect to
its use of the first $50,000 of Loan Proceeds received by Borrower.

Registration Rights.  Within 60 days of the date
hereof, Borrower shall have used its best efforts to cause a registration
statement covering the resale of the shares of Common Stock issuable upon
conversion of the Note, exercise of the purchase rights under the Note, used for
payment of the accrued interest on the Note and  exercise of the Warrants to
have been declared effective by the Securities and Exchange Commission.  All
expenses of such registration, except fees for underwriting discounts and
selling commissions applicable to the resale of such Common Stock by Lender or
the holder of the Warrants, shall be borne by Borrower.  Lender and SDKI (and
their respective assigns) each agree to cooperate with the Borrower in the
preparation and filing of any such registration statement and in the furnishing
of information for inclusion therein, or in any efforts by the Borrower to
establish that the proposed sale is exempt under the Securities Act of 1933, as
amended, as to any proposed distribution.



4.4	Right of First Refusal.  As long as their
exists any principal or interest outstanding under the Note, the Borrower grants
to the Lender a right of first refusal to participate as an investor in any
offering of Borrower's Common Stock, securities convertible into Common Stock or
any other equity securities of the Borrower (collectively, the
"Securities"). If the Borrower receives an executed letter of
intent or term sheet from any third party with respect to a sale or transfer of
Securities that the Borrower is willing to accept, the Borrower shall promptly
give written notice thereof to the Lender, including all essential terms and
conditions of such proposed offering.  The Lender shall then have ten (10) days
after receipt of such written notice to elect to enter into an agreement with
the Borrower to participate in the proposed offering on the same terms and
conditions as set forth in the Borrower's written notice.  If the Lender
declines to exercise its right of first refusal upon written notice from the
Borrower or fails to notify the Borrower within a 10-day period of an election
to invoke its right of first refusal, the Borrower shall have a period of 30
days to enter into an agreement with such third party from whom it has received
an executed letter of intent for the sale or transfer of the Securities on the
exact terms and conditions that were provided to Borrower in the notice.  In the
event that Borrower does not effect a transfer or sale of the Securities within
the specified thirty-day period, the Lender's right of first refusal shall
continue to be applicable to any subsequent sale or transfer of the Securities
by the Borrower. 

4.5.	Approval of Equity and Debt Issuances.
Borrower and its subsidiaries and affiliates shall not issue any securities,
including options to purchase  securities, or take on any debt (other than the
debt reflected by the Note and trade payables incurred in the ordinary course of
business), without Lender's prior written approval, which approval shall be
given in Lender's sole and absolute discretion. 

4.6 	[Intentionally Deleted]

4.7 	Security Agreements.  In connection with the
Loan made pursuant to this Agreement, the Note shall be secured by a first and
best lien in all of the assets of the Borrower and its subsidiaries and
affiliates, including the shares of capital stock and membership interest in
Popmail Network, Inc., Fan Asylum, Inc. and Café Odyssey, LLC
(collectively, the "Collateral"); except for the Collateral set forth
in Item 4.7 of the Disclosure Schedule, which Lender shall have a lien
and security interest in, which shall be subordinated only to those persons or
entities identified in Item 4.7 of the Disclosure Schedule.  Borrower and
its subsidiaries and affiliates shall execute and deliver security agreements,
financing statements, pledge agreements and all other instruments and agreements
required by Lender that provide for a grant by Borrower and its subsidiaries and
affiliates to Lender of a security interest in all of the Collateral.   Borrower
shall take all other steps  necessary to keep such security interest in Lender
perfected and shall take no action to subordinate Lender's security interest to
any other person or entity without Lender's prior written approval.

4.8 	Default Under Loan Document.  In the event
that a default shall exist under any of the Loan Documents, Lender shall be
authorized to proceed with any and all remedies available to Lender thereunder.
A default under any of the Loan Documents shall constitute a default under each
other Loan Document and shall entitle Lender to pursue any and all remedies
under each or any of the Loan Documents.




Reserving Common Stock For Issuance.  The Borrower
shall at all times while the Warrants or the Lender's conversion and purchase
rights as set forth in the Note are outstanding, reserve and keep available out
of its authorized but unissued stock, such number of duly authorized Common
Stock as shall be sufficient to effect the conversion rights and purchase rights
under the Note and Warrants in accordance with their respective
terms.	

Reclassification of Common Stock.  The Borrower
covenants and agrees that in the event its present Common Stock shall be
reclassified, split, combined or otherwise changed, or in case of any
consolidation or merger of the Borrower with or into another corporation as a
result of which holders of Common Stock become entitled to receive securities or
other assets (including cash) with respect to or in exchange for their Common
Stock (other than a merger with a subsidiary in which merger the Borrower is the
continuing corporation and which does not result in any reclassification,
capital reorganization or other change of outstanding shares of Common Stock) or
in case of any sale, lease or conveyance to another corporation of the property
of the Borrower as an entirety or substantially as an entirety, the Borrower
shall make proper provision as a part of the terms of such reclassification,
split, combination, change, consolidation, merger or sale, that the holder of
the Warrants and the Note will thereafter be entitled to convert it into the
same kind and amount of securities (including in that term, stock of any class
or classes) and other assets as may be issuable or distributable by the terms of
such reclassification, split, combination, change, consolidation, merger or
sale.



	4.11  	Financial Statements. The Borrower
shall: (i) Within 45 days of the end of each quarter, furnish Lender with any
and all filings with the Securities and Exchange Commission including but not
limited to Form 10Q, and  a No Default Certificate in the form which in a form
acceptable to Lender; (ii) within 90 days of its fiscal year end, furnish
audited copies of the Borrower's balance sheet, income statement, and statement
of cash flows as well as a copy of Borrower's Form 10K; and (iii) within 30 days
of filing, the Borrower's consolidated federal income tax return.

	4.12	Taxes, Assessments and Liabilities. The
Borrower shall pay all taxes, assessments, and other liabilities when due,
except for those which are contested in good faith. File all required federal,
state and local tax returns on a timely basis.

	4.13	Notice.  The Borrower shall give the
Lender prompt notice of any: (i) default of this or any other agreement or
contract under which the Borrower or any of its subsidiaries or affiliates are
liable; (ii) environmental penalty, claim or dispute involving more than
$25,000.00; (iii) litigation, government proceeding or investigation filed or
threatened against Borrower or any of its subsidiaries or affiliates, Lender its
directors and officers involving more than $25,000.00; (iv) reportable event
under ERISA; or (v) material change in the business prospects or financial
condition of the Borrower or any of its subsidiaries or affiliates.

	4.14	Corporate Existence and Status.  Borrower
shall maintain its and its subsidiaries' and affiliates' corporate existence and
remain in good standing under the laws of each jurisdiction where the Borrower
and its subsidiaries or affiliates are duly qualified to conduct its
business.

	4.15	Protection of Intellectual Property.
Borrower and its subsidiaries and affiliates shall take all measures necessary
to defend and protect the Intangibles, and not commit or permit any action that
may impair the value of the Intangibles.

	4.16	Liens.   Borrower and its subsidiaries and
affiliates shall not create or permit to exist any Encumbrance with respect to
the Collateral, except for liens created in favor of the Lender hereunder.

	4.17	Compliance with Laws.  Borrower and its
subsidiaries and affiliates shall keep, observe, satisfy and not suffer
violations of any and all  laws, statutes, ordinances and/or regulations.
	

	4.18	Operate in the Ordinary Course.  Borrower
and its subsidiaries and affiliates shall continue to operate their respective
businesses in the ordinary and customary course, and not take any actions which
materially alter the nature or scope of their respective businesses as conducted
on the date of the Closing.

	4.19	Further Assurances.  Borrower and its
subsidiaries and affiliates shall provide Lender with such additional
information or documentation as Lender may request from time to time.
	4.20	Lender's Attorney's Fees.  At the Closing,
Borrower shall pay Lender's attorney's fees it has incurred related to the Loan
up to a maximum of $10,000.
ARTICLE V
DEFAULT AND REMEDIES

	5.1.	Events of Default.  The occurrence
of any one or more of the following events or the existence of one or more of
the following conditions shall, upon 30 days written notice to Borrower,
constitute an "Event of Default" under this Agreement provided
that the events set forth in Sections 5.1(a), 5.1(c), 5.1(f), 5.1(e), 5.1(g),
5.1(h), 5.1(k), 5.1(l) 5.1(n) and 5.1(o) shall constitute an Event of Default
immediately upon their occurrence and Lender shall not be required to provide
the 30 days' written notice for any such events:  



		(a)	Borrower shall fail to pay when due any
installment of principal or interest due under the Note, whether due on the date
provided for therein or by acceleration or otherwise, or Borrower shall fail to
pay when due any other amounts due under any of the Loan Documents;

(b)	Any material breach of a representation or warranty made in writing to
Lender by Borrower or its subsidiaries or affiliates made herein, in any Loan
Documents or in connection with the making of the Loan; 

(c)	The breach, default or violation by Borrower or its subsidiaries or
affiliates of any obligation, agreement or covenant contained in Loan Documents
or any other agreements, certificates or writings executed in connection
herewith by Borrower or its subsidiaries or affiliates; unless the same is cued
within any applicable grace period; 

(d)	any material provision of any of the Loan Documents shall at any time
for any reason cease to be in full force and effect or shall be declared to be
null and void; 

(e)	any litigation or proceeding is pending which may materially adversely
affect the ability of Borrower, its subsidiaries or affiliates to perform its
obligations under the Loan Documents; 



(f)	 the failure of the Borrower or its subsidiaries or
affiliates to comply with 


any other covenants or agreements contained in any of the
Loan Documents and not herein specifically referenced, unless the same is cured
within any applicable grace period; 

(g)	a material part of the operations of the Borrower or any of its
subsidiaries or affiliates shall cease for a period of thirty days; 

(h)	the liquidation, termination or dissolution of Borrower or any of its
subsidiaries or affiliates;

(i)	the occurrence of an event of default (as defined therein) in any of
the Loan Documents other than this Agreement;

(j)	the occurrence of any of the following transactions concerning the
Borrower without the prior written consent of the Lender (which shall be given
in its sole and absolute discretion): (i) the acquisition of the Borrower by
another entity by means of any transaction or series of related transactions
(including, without limitation, the transfer of more than 50% of the voting
power of the Borrower, reorganization, merger, consolidation); or (ii) a sale of
all or substantially all of the assets of the Borrower; unless the Borrower's
shareholders of record as constituted immediately prior to such acquisition or
sale will, immediately after such acquisition or sale (by virtue of securities
issued as consideration for the Borrower's acquisition or otherwise) hold at
least 50% of the voting power of the surviving or acquiring entity;

(k)	the issuance of any securities by Borrower's subsidiaries and
affiliates without the prior written consent of the Lender; 

(l)	the occurrence of any of the following transactions concerning the
Borrower's subsidiaries or affiliates without the prior written consent of the
Lender: (i) the acquisition (in whole or in part) of any subsidiary or affiliate
of the Borrower by another entity or person by means of any transaction or
series of related transactions (including, without limitation, the stock
purchase, stock issuance, reorganization, merger, consolidation); or (ii) a sale
of all or substantially all of the assets of the Borrower; 

(m)	Borrower's Common Stock is de-listed from the Nasdaq National or
SmallCap Market Systems; or 

(n)	if Lender shall reasonably deem itself to be insecure; or

(o)	the occurrence of an event which, with notice, lapse of time or both,
would constitute a default or event of default under the Loan Agreement dated as
of December 1, 2000, as amended, among GSI Ventures, LLC, Borrower, SDKI, PNI,
FAI,  and COL or the other loan documents relating to such loan.  



	5.2.	Remedies.  Upon the
occurrence of any Event of Default hereunder as above provided, and at any time
thereafter, all principal, interest and other amounts payable under the Note
shall, at the option of Lender, become immediately due and payable without
presentment, demand, protest or other notice of any kind, all of which are
expressly waived by Borrower.  Lender may proceed with every remedy available at
law or in equity or provided for in the Loan Documents or in any other document
executed in connection with the Loan, in such order or sequence as Lender may
determine in its sole discretion, including concurrently, independently, or
successively, and all expenses incurred by Lender in connection with any remedy
shall be deemed indebtedness of Borrower to Lender including, but not limited
to, reasonable attorneys' fees incurred by Lender.  
ARTICLE VI
GENERAL PROVISIONS

	6.1.	Amendments.  No provision or term
of the Loan Documents may be amended, modified, revoked, supplemented, waived or
otherwise changed except by a written instrument duly executed by the party from
whom enforcement is sought.  

	6.2.	Borrower Not Released.  Without
affecting any obligation of Borrower under this Agreement, Lender without notice
or demand may renew, extend or otherwise change the terms and conditions of the
Loan.  

	6.3.	Severability.  Whenever possible,
each provision of the Loan Documents shall be interpreted so as to be effective
and valid under New York law.  Should any provision, covenant or agreement
contained in the Loan Documents be deemed invalid, illegal or unenforceable in
any jurisdiction, the validity, legality and enforceability of the remaining
provisions of the Loan Documents shall not be impaired thereby, nor shall the
validity, legality or enforceability of any such defective provision be in any
way affected or impaired in any other jurisdiction.  

	6.4.	Successors and Assigns Bound;
Assignment.  The covenants and agreements contained herein shall bind the
parties hereto and each of their respective successors and assigns.  Borrower
may not assign this Agreement without the prior written consent of Lender.
Subject to the foregoing restriction, this Agreement shall inure to the benefit
of Lender and SDKI, their successors and assigns.  

	6.5.	No Third Party Benefits.  This
Agreement is made for the sole benefit of Borrower, Lender, PNI, FAO, COL, SDKI
and their respective successors and assigns, and no other person or persons
shall have any rights or remedies under or by reason of this Agreement.  

	6.6.	Headings.  The captions and
headings of the paragraphs in the Agreement are for convenience only and are not
used to interpret or define the provisions of the Agreement.  

	6.7.	Governing Law.  This Agreement and
the Loan Documents or any other documents executed in connection with the loan
shall be governed by and interpreted in accordance with the laws of the State of
New York, without regard to New York's conflict of laws principles.  

	6.8.	Conflict.  Should any provision of
any other Loan Documents conflict with any provision of this Agreement, the
provision selected by Lender, in its sole discretion, shall govern and shall be
controlling.  

6.9 	Jurisdiction.  Borrower, by its execution
hereof (i) hereby irrevocably submits to the exclusive jurisdiction of the State
of New York and to the exclusive jurisdiction of the United States District
Court for the Southern District of New York for the purpose of any suit, action
or other proceeding arising out of or based upon this Agreement, the Collateral
or the Loan Documents or the subject matter hereof or thereof brought by Lender,
any holder of the obligations of Borrower under the Loan Documents or their
respective successors or assigns, and (ii) agrees not to assert, by way of
motion, as a defense or otherwise, in any such proceeding, any claim that
Borrower is not subject personally to the jurisdiction of the above-named
courts, that Borrower's property is exempt or immune from attachment or
execution, that any such proceeding brought in one of the above-named courts is
brought in an inconvenient forum, that the venue of any such proceeding brought
in one of the above-named courts in improper, or that this Agreement, the
Collateral or any of the Loan Documents, or the subject matter hereof or
thereof, may not be enforced in or by such court.

6.10	Waiver of Jury.  LENDER AND BORROWER HEREBY
VOLUNTARILY, KNOWINGLY AND INTENTIONALLY WAIVE ANY AND ALL RIGHTS TO TRIAL BY
JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING UNDER THIS AGREEMENT OR
CONCERNING THE LOAN DOCUMENTS AND/OR ANY COLLATERAL CONTEMPLATED THEREBY,
REGARDLESS OF WHETHER SUCH ACTION OR PROCEEDING CONCERNS ANY CONTRACTUAL OR
TORTIOUS OR OTHER CLAIM.  BORROWER ACKNOWLEDGES THAT THIS WAIVER OF JURY TRIAL
IS A MATERIAL INDUCEMENT TO LENDER IN EXTENDING CREDIT, THAT LENDER WOULD NOT
HAVE EXTENDED SUCH CREDIT WITHOUT THIS JURY TRIAL WAIVER, AND THAT BORROWER HAS
BEEN REPRESENTED BY AN ATTORNEY OR HAS HAD AN OPPORTUNITY TO CONSULT WITH AN
ATTORNEY IN CONNECTION WITH THIS JURY TRIAL WAIVER AND UNDERSTANDS THE LEGAL
EFFECT OF THIS WAIVER.

	6.11	Obligations of Subsidiaries of Borrower.
PNI, FAI and COL all acknowledge and agree that each of them shall be bound by
Section 4.8 and all obligations, covenants, representations and warranties that
reference any subsidiary or affiliate of Borrower as if such obligations,
covenants, representations and warranties were fully made by them.  PNI, FAI and
COL further acknowledge and agree that each of them shall receive a material
benefit from the Loan received by Borrower from Lender because without it, PNI,
FAI and COL would no longer be able to continue their business as currently
operated.  The obligations of PNI, FAI and COL hereunder were a material
inducement to Lender to enter into this Agreement.

	6.12	Counterparts.  This Agreement may be
executed in one or more counterparts, each of which shall de deemed to be an
original but all of which together will constitute one and the same instrument.
This Agreement may be executed by facsimile signatures which shall have the same
force and effect as original signatures.

	6.13	Entire Agreement.  This Agreement and all
documents and agreements referred to in this Agreement supersede all prior
understandings, agreements and discussions between the parties concerning this
subject matter, with such prior understandings, agreements and discussions
between the parties being merged into this Agreement, and constitutes the entire
agreement between the parties with regard to this subject matter.

	6.14	Survival.  All of the obligations,
covenants, representations and warranties of Borrower and its subsidiaries and
affiliates shall survive the Closing and any subsequent Closing.

ARTICLE VII

CONDITIONS TO THE CLOSING

7.1	The obligation of Lender to complete the Closing is
subject to the satisfaction of each of the following conditions:

		(i)	Receipt of certified resolutions of Borrower
and its subsidiaries and affiliates authorizing the Loan and the grant of the
security interest in the Collateral to Lender;

		(ii)	Execution of the Loan Documents by Borrower
and its subsidiaries and affiliates, including the Note representing the
proceeds being disbursed at the Closing; 

		(iii)	Receipt of  Borrower's certified resolutions
authorizing the issuance and reservation of shares of Common Stock upon the
exercise of the Warrants and the conversion rights set forth in the Note in a
form satisfactory to Lender.

[Signature Page to Follow]


IN WITNESS WHEREOF, the parties hereto executed this Loan
Agreement as of the date first written above.
BORROWER:
POPMAIL.COM, INC., 

By:						

Its:___________________________

PMI:
POPMAIL NETWORK, INC.

By:						

Its:___________________________

LENDER:
THE SHAAR FUND LTD.,




By:	Shaar Advisory Services, N.V. (the advisor to The
Shaar Fund Ltd.)


By:						

Name:	W.J.Langeveld

Title:		Managing Director

FAI:
FAN ASYLUM, INC.

By:						

Its:___________________________

SDKI:
SDK INVESTMENTS, INC., 

By:						

Stephen D. King
President

COL:
CAFE ODYSSEY, LLC

By:						

Its:___________________________
DISCLOSURE SCHEDULE

ITEM 3.1 	SUBSIDIARIES AND AFFILIATES

ITEM 3.6	LITIGATION





ITEM 3.14 	NAMES OF BUSINESSES; ADDRESSES WHERE COLLATERAL LOCATED;
PRINCIPAL OFFICE ADDRESS OF BORROWER, SUBSIDIARIES AND AFFILIATES

ITEM 3.15	CONTINGENT LIABILITIES





ITEM 4.7	ENCUMBRANCES ON COLLATERAL



113679.5

SCHEDULE 3.1
Subsidiaries and Affiliates




Fan Asylum, Inc.
Popmail Network, Inc.
Cafe Odyssey, LLC
Schedule 3.6
Litigation

The Company entered into a bridge loan transaction on or about October 6,
2000, in which it issued a promissory note in favor of Great Western Business
Services in the principal amount of $600,000.  The note was payable in 30 days
and was secured by certain computer equipment owned by the Company.
Additionally, the lender obtained a "contingent" security interest in
the Company's units of Cafe Odyssey, LLC, which vested upon an event of default
thereunder.  The Company has failed to repay the note and the lender has
recently given the Company notice of such default.  Additionally, the lender has
informed the Company that it intends to retrieve the collateral as soon as is
practicable.  The lender has not given any notice or otherwise communicated to
the Company its intentions with respect to its interest in the Cafe Odyssey
units.   Cafe Odyssey, LLC currently has no assets.

On September 13, 2000, the Company received a Nasdaq Staff Determination
which indicates that the Company fails to comply with its common stock
maintaining a minimum bid price of $1.00 over the previous 30 consecutive
trading days as required by Marketplace Rule 4310 (c)(4). Therefore, in
accordance with Marketplace Rule 4310 (c)(8)(B), PopMail.com was provided 90
calendar days, or until December 12, 2000 to regain compliance with the Rule
for continued listing. There can be no assurances the Panel will grant the
Company's request for continued listing.  The Company has requested a hearing
with Nasdaq to appeal its determination to delist the Company's common stock,
which is scheduled for January 11, 2001.

On August 9, 2000, a lawsuit was filed against Fan Asylum, Inc. and Tim
McQuaid relating to an automobile accident.  The plaintiff in the action seeks
damages in excess of $25,000.  The Company has no other information concerning
this matter at the present time.


Schedule 3.14
Names of Businesses and Addresses






Fan Asylum, Inc.
1250 Folsom Street
San Francisco, CA  94103

Popmail Network, Inc.
1333 Corporate Drive, Suite 350
Irving, TX  75038

Café Odyssey, LLC






500 16th St. Suite 350
Denver, CO  80202



4. 	Cafe Odyssey	
	320 South Avenue
	Mall of America
	Bloomington, MN  55425


Schedule 3.15
Contingent Liabilities

The Kenwood Restaurant opened in December 1996 under the name
Hotel Discovery and was closed by the Company in August 1999. In November 1999,
the Company assigned the related lease (described below) in connection with the
pending sale of restaurant assets to a third party, who subsequently reopened
the restaurant under another name and continues to operate the same. The
property is approximately 17,000 square feet in size on three levels and is
located at the northeast corner of Sycamore Plaza at Kenwood Shopping Center in
Cincinnati, Ohio. Although the third party has paid all payments due under the
lease since November 1999, the Company remains primarily obligated under the
lease. 

The initial term of the lease is 15 years with an option for
two additional five-year periods. The lease provides for the payment of both a
monthly fixed minimum rent and a percentage rent based on gross sales in excess
of an escalating base amount. The monthly fixed minimum rent is $12,833 for the
first five years of the initial lease term, $14,117 for the sixth through tenth
years of the initial lease term, $15,400 for the eleventh through fifteenth
years of the initial lease term.

In addition to the fixed minimum rent, the lease provides for
the payment of a percentage rent equal to 4% of the gross sales from the
restaurant in excess of the following annual gross sales amounts; $3,850,000 for
the first five years of the initial lease term, $4,235,000 for the sixth through
tenth years of the initial lease term, $4,620,000 for the eleventh through
fifteenth years of the initial lease term. No percentage rent was paid in 1998
or 1999. In addition to the fixed minimum rent and percentage rent, the Company
is required to pay its proportionate share of common area maintenance costs;
taxes, insurance, maintenance and operating costs. 
Schedule 4.7
Encumbrances

See Schedule 3.6.



















EX-10.61
33
exh1061.htm
EXHIBIT













Exhibit 10.61



NEITHER THIS NOTE NOR THE SHARES OF COMMON STOCK ISSUABLE
UPON CONVERSION HEREUNDER HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION (TOGETHER, THE
"SECURITIES LAWS") AND MAY NOT BE OFFERED FOR SALE, SOLD OR
OTHERWISE  TRANSFERRED  OR  ENCUMBERED  IN  THE  ABSENCE  OF COMPLIANCE WITH
SUCH SECURITIES LAWS AND UNTIL THE COMPANY (AS DEFINED HEREIN) THEREOF SHALL
HAVE RECEIVED AN OPINION FROM COUNSEL REASONABLY ACCEPTABLE TO IT THAT THE
PROPOSED DISPOSITION WILL NOT VIOLATE ANY APPLICABLE SECURITIES LAWS.  

POPMAIL.COM, INC.

CONVERTIBLE PROMISSORY NOTE
WITH COGNOVIT PROVISION

	Irving, Texas
$200,000.00	December 21, 2000

	THIS CONVERTIBLE PROMISSORY NOTE (the
"Note") is a duly authorized Convertible Promissory Note of
PopMail.com., inc., a corporation duly organized and existing under the laws of
the State of Minnesota (the "Company"), designated as its 12%
Convertible Promissory Note Due January 5, 2002, in an aggregate principal
amount not exceeding U.S. $200,000 (the "Note").

	FOR VALUE RECEIVED, the Company promises to pay to
The Shaar Fund Ltd. ("Holder"), in lawful money of the United
States of America, the principal sum of Two Hundred Thousand Dollars
($200,000.00), together with interest in arrears on the unpaid principal balance
at a rate equal to Twelve Percent (12%) per annum, in the manner provided below.
Interest shall be calculated on the basis of a 360-day year of twelve 30-day
months and accrued on a daily basis for the actual number of days elapsed from
the date hereof on the principal balance from time to time outstanding as
hereinafter provided.

1.	Payments.

 	1.1	Principal and Interest. Accrued interest
under this Note shall be due and payable in quarterly installments on February
1, 2001, May 1, 2001, August 1, 2001 and November 1, 2001 and the entire
outstanding principal balance of the Note, together with all accrued but unpaid
interest thereon, shall be due and payable in full on January 5, 2002 (the
"Maturity Date"). Notwithstanding anything to the contrary
contained herein, upon Holder's consent, which shall be made in its sole and
absolute discretion, Company may pay any portion of the quarterly installments
of accrued interest payable hereunder with shares of Company's common stock, par
value $.01 per share (the "Common Stock").  The value of the
Common Stock used to pay any such quarterly installments of accrued interest
shall be determined by the closing sale price of the Common Stock as reported by
Nasdaq on the preceding trading day before the quarterly installment is
paid.

1.2	Manner of Payment.  Except as otherwise
provided herein, all payments of principal and interest on this Note shall be
made in immediately available funds.  If any payment of principal or interest on
this Note is due on a day which is not a Business Day, such payment shall be due
on the next succeeding Business Day, and such extension of time shall not be
taken into account in calculating the amount of interest payable under this
Note.  "Business Day" means any day other than a Saturday,
Sunday or legal holiday in the State of New York.

1.3	Prepayment.  The Company may, without premium
or penalty, at any time and from time to time, prepay all or any portion of the
outstanding principal balance due under this Note, provided that each such
prepayment is accompanied by the accrued interest on the amount of principal
prepaid calculated to the date of such prepayment.  The Company shall provide
Holder with not less than fifteen (15) days written notice prior to such
prepayment.  In the event a transaction described in Section 4.3 hereof is
contemplated prior to or contemporaneous with prepayment, said written notice
shall include the information specified in the notice made pursuant to Section
4.3 hereof.  
1.4	Default Interest.  Upon the occurrence of an
Event of Default (as defined below), this Note shall accrue interest at a
default rate of interest equal to the lesser of 18% per annum or the maximum
rate permitted under New York Law.

2.	Default.

	2.1	Event of Default.  The occurrence of any
one or more of the following events with respect to Company shall, upon 30 days'
written notice to the Company, constitute an event of default hereunder
("Event of Default") provided that, the events set forth in
Sections 2.1(a), 2.1(b), 2.1(c) and 2.1(d) shall constitute an Event of Default
immediately upon their occurrence and Lender shall not be required to provide
the 30 days written notice for any such event:

(a)	If Company shall fail to pay when due any payment of
principal or interest or other amount due on this Note.

(b)	If, pursuant to or within the meaning of the United
States Bankruptcy Code or any other federal or state law relating to insolvency
or relief of debtors (a "Bankruptcy Law"), the Company shall
(i) commence a voluntary case or proceeding; (ii) consent to the entry of an
order for relief against it in an involuntary case; (iii) consent to the
appointment of a trustee, receiver, assignee, liquidator or similar official;
(iv) make an assignment for the benefit of its creditors; or (v) admit in
writing its inability to pay its debts as they become due.







If a court of competent jurisdiction enters an order or
decree under any Bankruptcy Law that (i) is for relief against the Company in an
involuntary case, (ii) appoints a trustee, receiver, assignee, liquidator or
similar official for the Company or substantially all of the Company=s
properties, or (iii) orders the liquidation of the Company, and in each case the
order or decree is not dismissed within  30 days.





	(d)  	If an event of default occurs as defined in that
certain Loan Agreement executed on or about December 21, 2000 by and between the
Company, Holder, the Company's subsidiaries and SDK Investments, Inc. (the
"Loan Agreement") or an event of default occurs as defined in
any of the Loan Documents, regardless of whether or not such event of default is
caused by Company or any of its subsidiaries or affiliates who are a party to
the Loan Agreement or the Loan Documents.

	(e) 	A breach of any obligation or covenant of Company
set forth in this Note.







Any representation or warranty made in writing to
Holder by Company made in this Note or in connection with the making of the Loan
shall prove at any time to have been incorrect or materially misleading when
made.








Notice by the Company. The Company shall notify
Holder in writing within five days after the occurrence of any Event of Default
of which the Company acquires knowledge.

Remedies.  Upon the occurrence of any Event
of Default hereunder as above provided, and at any time thereafter, all
principal, interest and other amounts payable under this Note shall, at the
option of Holder, become immediately due and payable without presentment,
demand, protest or other notice of any kind, all of which are expressly waived
by Company.  Holder may proceed with every remedy available at law or in equity
or provided for in the Loan Documents or in any other document executed in
connection with the Loan, in such order or sequence as Holder may determine in
its sole discretion, including concurrently, independently, or successively, and
all expenses incurred by Holder in connection with any remedy shall be deemed
indebtedness of Company to Holder including, but not limited to, reasonable
attorneys' fees incurred by Holder.



3.	Conversion.




Holder Conversion.  









The Holder shall have the right, at the Holder's option,
at any time prior to payment in full of the principal balance of this Note, to
convert this Note, in accordance with the provisions of Section 3.2 hereof, in
whole or in part, into fully paid and nonassessable shares of Common Stock (the
"Common Stock") of the Company.  The number of shares of Common
Stock into which this Note may be converted ("Conversion
Shares") shall be determined by dividing: [A] the sum of (i) the
outstanding principal amount of the Note to be converted, (ii) all accrued
interest thereon to the date of conversion, and (iii) all other indebtedness
Company owes Holder under this Note, by [B] the amount equal to 140% of the
"Market Price" of the Common Stock (the "Conversion
Price"). 





 		(b) 	Notwithstanding Section 3.1(a), in the event
that Company has paid any amount it owes to Holder pursuant to this Note
("Partial Payment"), then from the date of the Partial Payment
for a period of 90 days, Holder shall have the right to purchase at a strike
price equal to the Conversion Price (the "Purchase Price") a
certain number of shares of the Common Stock (the "Purchase
Right").  The number of shares of Common Stock that Holder may purchase
shall be determined by dividing the Partial Payment by the Conversion Price.
For purposes of this Note, any shares of Common Stock that Holder purchases
pursuant to its Purchase Right shall be considered Conversion Shares.  The
Purchase Right may be exercised by Holder, in whole or in part, by written
notice to the Company, together with payment by Holder to the Company of the
Purchase Price in immediately available funds.

3.2	Conversion Procedure.

(a)	Notice of Conversion and Purchase Right
Pursuant to Section 3.1.  Before the Holder shall be entitled to convert
this Note into shares of Common Stock, it shall surrender this Note at the
office of the Company and shall give written notice  in the form attached hereto
as Exhibit A (the "Holder Conversion Notice") to the
Company at its principal corporate office, of the election to convert all or a
portion of this Note pursuant to Section 3.1(a).  If this Note is converted in
part only, the Company shall execute and deliver a new note to the Holder
thereof in the principal amount equal to the portion of this Note not so
converted.  Before the Holder may exercise its Purchase Right, it shall give
written notice to the Company at its principal corporate office, of its exercise
of its Purchase Right pursuant to Section 3.1(b) prior to the expiration of the
90-day period the Purchase Right is available.







Mechanics and Effect of Conversion.  No
fractional shares of Common Stock shall be issued upon conversion of this Note
or exercise of the Purchase Right.  Upon the conversion of this Note pursuant to
Section 3.1(a) above, the Holder shall surrender this Note, duly endorsed, at
the principal office of the Company.  At its expense, the Company shall, as soon
as practicable after receiving the Holder Conversion Notice or notice of
Holder's exercise of its Purchase Right, issue and deliver to such Holder at
such principal office a certificate or certificates for the number of shares of
Common Stock to which the Holder shall be entitled upon such conversion or
purchase (bearing such legends as are required by the Loan Agreement or
applicable state and federal securities laws in the opinion of counsel to the
Company), together with a new note for the principal amount of the Note that was
not converted, if any.  Upon conversion of all or a portion of this Note, the
Company shall be forever released from all its obligations and liabilities under
this Note, to the extent of the principal amount so converted.

Market Price.  The term "Market
Price" shall mean the lower of (i) the lowest trade of the Company's
Common Stock as reported by Nasdaq or (ii) the lowest price for which the
Company sells a share of Common Stock, each determined during the period
commencing thirty (30) days prior to the date of the Closing and ending thirty
(30) days after the date of the Closing.  





3.3	Limitations on Conversion.  Unless the Company
shall have obtained the approval of its voting shareholders to such issuance in
accordance with the rules of Nasdaq or any other stock market rules with which
the Company shall be required to comply, but only to the extent required
thereby, the Company shall not issue shares of its Common Stock (i) upon
conversion of any of the principal sum outstanding hereunder, or (ii) as
interest on the principal sum due hereunder, if such issuance of Common Stock,
when added to the number of shares of Common Stock previously issued by the
Company (x) upon conversion of the principal sum due under the Note and (y) in
payment of interest due under the Note, would equal or exceed 20 percent of the
number of shares of the Company's Common Stock that were issued and outstanding
on the date hereof (the "Maximum Issuance Amount").  In the
event that a properly executed Holder Conversion Notice is received by the
Company which would require the Company to issue shares of Common Stock equal to
or in excess of the Maximum Issuance Amount, the Company shall honor such
conversion request by (a) converting the amount of the principal and interest
stated in such conversion notice that is not in excess of the Maximum Issuance
Amount and (b) paying the remaining principal and interest due requested by
Holder to be converted; provided that, Company shall first use its best efforts
to obtain as soon as practicable after obtaining a Holder Conversion Notice the
approval of its voting shareholders to issue Conversion Shares in excess of the
Maximum Issuance Amount.

4.	Anti-Dilution Adjustments.

4.1	Adjustments for Stock Splits and Subdivisions.
In the event the Company should at any time or from time to time after the date
of issuance hereof fix a record date for the effectuation of a split or
subdivision of the outstanding shares of Common Stock or the determination of
holders of Common Stock entitled to receive a dividend or other distribution
payable in additional shares of Common Stock or other securities or rights
convertible into, or entitling the holder thereof to receive directly or
indirectly, additional shares of Common Stock (hereinafter referred to as
"Common Stock Equivalents") without payment of any consideration by
such holder for the additional shares of Common Stock or the Common Stock
Equivalents (including the additional shares of Common Stock issuable upon
conversion or exercise thereof), then, as of such record date (or the date of
such dividend distribution, split or subdivision if no record date is fixed),
the Conversion Price of this Note shall be appropriately decreased so that the
number of shares of Common Stock issuable upon conversion of this Note shall be
increased in proportion to such increase of outstanding shares.

4.2	Adjustments for Reverse Stock Splits. 
If the number of shares of Common Stock outstanding at any time after the date
hereof is decreased by a combination of the outstanding shares of Common Stock
through a reverse stock split, then, following the record date of such
combination, the Conversion Price for this Note shall be appropriately increased
so that the number of shares of Common Stock issuable on conversion of this Note
shall be decreased in proportion to such decrease in outstanding shares.

4.3	Adjust for Reorganization, Reclassification, Merger
and Sale.  If any capital reorganization or reclassification of the capital
stock of the Company, or consolidation or merger of the Company with another
corporation, or the sale of all or substantially all of its assets to another
corporation shall be effected in such a way that holders of the Company's Common
Stock shall be entitled to receive stock, securities or assets with respect to
or in exchange for such common shares, then, as a condition of such
reorganization, reclassification, consolidation, merger or sale, the Holder
shall have the right to convert and receive upon the basis and upon the terms
and conditions specified in this Note and in lieu of the shares of the Common
Stock of the Company immediately theretofore convertible and receivable upon the
exercise of the rights represented hereby, such shares of stock, other
securities or assets as would have been issued or delivered to the Holder as if
it had exercised this Note and had received such shares of common stock prior to
such reorganization, reclassification, consolidation, merger or sale.  The
Company shall not effect any such consolidation, merger or sale, unless prior to
the consummation thereof the successor corporation (if other than the Company)
resulting from such consolidation or merger or the corporation purchasing such
assets shall assume by written instrument executed and mailed to the registered
Holder of this Note at the last address of such Holder appearing on the books of
the Company, the obligation to deliver to such Holder such shares of stock,
securities or assets as, in accordance with the foregoing provisions, such
Holder may be entitled to convert.

4.4	Other Adjustment.  If the Company takes
any other action, or if any other event occurs which does not come within the
scope of the provisions of Sections 4.1 through 4.3, but which should result in
an adjustment in the Conversion Price and/or the number of shares subject to
this Note in order to fairly protect the purchase rights of the Holder, an
appropriate adjustment in such purchase rights shall be made by the Company.

4.5	Reservation of Stock Issuable Upon Conversion.
The Company shall at all times reserve and keep available out of its authorized
but unissued shares of Common Stock solely for the purpose of effecting the
issuance of the Conversion Shares such number of its shares of Common Stock as
shall from time to time be sufficient to issue the Conversion Shares; and if at
any time the number of authorized but unissued shares of Common Stock shall not
be sufficient to effect the issuance of the Conversion Shares,  in addition to
such other remedies as shall be available to the holder of this Note, the
Company will use its best efforts to take such corporate action as may, in the
opinion of Holder's counsel, be necessary to increase its authorized but
unissued shares to such number of shares as shall be sufficient for such
purposes.

5.	Miscellaneous.

5.1	Waiver.  The rights and remedies of Holder
under this Note shall be cumulative and not alternative.  No waiver by Holder of
any right or remedy under this Note shall be effective unless in a writing
signed by Holder.  Neither the failure nor any delay in exercising any right,
power or privilege under this Note will operate as a waiver of such right, power
or privilege and no single or partial exercise of any such right, power or
privilege by Holder will preclude any other or further exercise of such right,
power or privilege or the exercise of any other right, power or privilege.  To
the maximum extent permitted by nonwaivable applicable law, (a) no claim or
right of Holder arising out of this Note can be discharged by Holder, in whole
or in part by a waiver or renunciation of the claim or right unless in a
writing, signed by Holder; (b) no waiver that may be given by Holder will be
applicable except in the specific instance for which it is given; and (c) no
notice to or demand on the Company will be deemed to be a waiver of any
obligation of the Company or of the right of Holder to take further action
without notice or demand as provided in this Note.  The Company hereby waives
presentment, demand, protest and notice of dishonor and protest.

5.2	Notices.  The Company shall give any notice
required or permitted to be given hereunder to the Holder or the Holder to the
Company in accordance with the Loan Agreement. 

5.3	Severability.  If any court of competent
jurisdiction holds any provision in this Note invalid or unenforceable, the
other provisions of this Note will remain in full force and effect. Any
provision of this Note held invalid or unenforceable only in part or degree will
remain in full force and effect to the extent not held invalid or
unenforceable.

5.4	Governing Law.  This Note will be governed by
the laws of the State of New York without regard to conflicts of laws
principles.

5.5	Parties in Interest; Assignment.  This Note
shall bind the Company and its successors and assigns.  Subject to the
provisions of the legend on this Note, the Holder may assign this Note upon
providing Company notice of such assignment.




Section Headings, Construction.  The headings of
Sections in this Note are provided for convenience only and will not affect its
construction or interpretation.  All references to "Section" or
"Sections" refer to the corresponding Section or Sections of this Note
unless otherwise specified.



5.7  	Capitalized Terms.  All capitalized terms
used in this Note and not defined herein shall have the same meaning as in the
Loan Agreement.  
	5.8	Gender.  All words used in this Note will
be construed to be of such gender or number, as the circumstances require.
Unless otherwise expressly provided, the words "hereof" and
"hereunder" and similar references refer to this Note in its entirety
and not to any specific section or subsection hereof.

	5.9 	 JURY WAIVER.  THE UNDERSIGNED AND HOLDER
(BY ITS ACCEPTANCE HEREOF) HEREBY VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND
UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY
DISPUTE (WHETHER BASED UPON CONTRACT TORT OR OTHERWISE) BETWEEN OR AMONG THE
UNDERSIGNED AND HOLDER ARISING OUT OF OR IN ANY WAY RELATED TO THIS DOCUMENT,
ANY OTHER RELATED DOCUMENT, OR ANY RELATIONSHIP BETWEEN HOLDER AND THE
UNDERSIGNED.  THIS PROVISION IS A MATERIAL INDUCEMENT TO HOLDER TO PROVIDE THE
FINANCING DESCRIBED HEREIN OR IN THE OTHER LOAN DOCUMENTS.

5.10	Jurisdiction.  Company, by its execution
hereof (i) hereby irrevocably submits to the exclusive jurisdiction of the State
of New York and to the exclusive jurisdiction of the United States District
Court for the Southern District of New York for the purpose of any suit, action
or other proceeding arising out of or based upon this Note, the Loan Agreement
or any Loan Document or the subject matter hereof or thereof brought by Holder
or its successors or assigns, and (ii) agrees not to assert, by way of motion,
as a defense or otherwise, in any such proceeding, any claim that Company is not
subject personally to the jurisdiction of the above-named courts, that Company's
property is exempt or immune from attachment or execution, that any such
proceeding brought in one of the above-named courts is brought in an
inconvenient forum, that the venue of any such proceeding brought in one of the
above-named courts in improper, or that this Note, the Loan Agreement or any
Loan Document, or the subject matter hereof or thereof, may not be enforced in
or by such court.

CONFESSION OF JUDGMENT.  UPON AN EVENT OF DEFAULT,
COMPANY HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY-AT-LAW TO APPEAR
IN ANY COURT OF RECORD AND TO CONFESS JUDGMENT AGAINST COMPANY FOR THE UNPAID
AMOUNT OF THIS NOTE, PLUS ATTORNEYS' FEES AS PROVIDED IN THIS NOTE, PLUS COSTS
OF SUIT, AND TO RELEASE ALL ERRORS, AND WAIVE ALL RIGHTS OF APPEAL.   IF A COPY
OF THE NOTE, VERIFIED BY AN AFFIDAVIT, SHALL HAVE BEEN FILED IN THE PROCEEDING,
IT WILL NOT BE NECESSARY TO FILE THE ORIGINAL AS A WARRANT OF ATTORNEY.  COMPANY
WAIVES THE RIGHT TO ANY STAY OF EXECUTION AND THE BENEFIT OF ALL EXEMPTION LAWS
NOW OR HEREAFTER IN EFFECT. NO SINGLE EXERCISE OF THE FOREGOING WARRANT AND
POWER TO CONFESS JUDGMENT WILL BE DEEMED TO EXHAUST THE POWER, WHETHER OR NOT
ANY SUCH EXERCISE SHALL BE HELD BY ANY COURT TO BE INVALID, VOIDABLE, OR VOID;
BUT THE POWER WILL CONTINUE UNDIMINISHED AND MAY BE EXERCISED FROM TIME TO TIME
AS HOLDER MAY ELECT UNTIL ALL AMOUNTS OWING ON THIS NOTE HAVE BEEN PAID IN
FULL.

WARNING - BY SIGNING THIS PAPER YOU GIVE UP YOUR
RIGHT TO NOTICE AND COURT TRIAL.  IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY
BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN
BE USED TO COLLECT FROM REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE
CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY
WITH THE AGREEMENT, OR ANY OTHER CAUSE.


IN WITNESS WHEREOF, the Company has executed and
delivered this Note as of the date first stated above.

POPMAIL.COM, INC.


By:______________________________
Title:____________________________



Acknowledged and agreed to this 
21st day of December, 2000.


THE SHAAR FUND LTD.,



By:	Shaar Advisory Services, N.V.

 (the advisor to The Shaar Fund Ltd.)


By:  						


Name:   W. J. Langeveld

Title:      Managing Director





	EXHIBIT A



NOTICE OF CONVERSION
AT THE ELECTION OF THE HOLDER

(To Be Signed Only Upon Conversion of Note)


TO POPMAIL.COM, INC.

The undersigned, the holder of the foregoing Note, hereby
surrenders such Note for conversion into shares of Common Stock of POPMAIL.COM,
INC., to the extent of $_____ of the unpaid principal amount of such Note, and
requests that the certificates for such shares be issued  in  the  name  of,
and  delivered  to,  ______________  whose  address  is
________________________________.  


Dated: __________________________________



_________________________________














 (Signature must conform in all respects to 













name of holder as specified on the face of 
the Note)



_________________________________
(Address)


EX-10.62
34
exh1062.htm
EXHIBIT











Exhibit 10.62


AMENDMENT NO. 2 TO THE LOAN AGREEMENT AND NOTES


	This Amendment No. 2 to the Loan Agreement and Notes is entered into
on February 8, 2001 by and among GSI Ventures, LLC, an Ohio limited liability
company ("Lender") PopMail.com, inc., a Minnesota corporation (the
"Borrower"), SDK Investments, Inc., an Ohio corporation ("SDKI"),
PopMail Network, Inc., a Texas corporation ("PNI"), Fan Asylum, Inc., a
California corporation ("FAI"), Café Odyssey, LLC, a Minnesota
limited liability company ("COL") to amend (i) that certain Loan
Agreement dated December 1, 2000, as amended on December 8, 2000, by and between
the parties hereto, and (ii) the Notes (as defined below). 

	In consideration of the mutual covenants and agreements contained herein
and other good and valuable consideration, the receipt, sufficiency and adequacy
of which are hereby acknowledged, the parties hereby covenant and agree as
follows:



Amendment to Agreement. The parties do hereby agree to amend the
Agreement as follows:



New Section 2.4.  A new Section 2.4 is hereby added to the Agreement
immediately following Section 2.3 and reads as follows:








Particular Provisions in the Warrants.  The Lender Warrant issued
pursuant to this Agreement shall include a provision that, at the sole
discretion of the Lender, allows for the issuance of shares of Common Stock to
the members of the Lender upon exercise of the Lender Warrant. All Warrants
issued pursuant to this Agreement shall have a provision substantially similar
to the following:





Notwithstanding anything herein to the contrary, in no event shall the
holder be permitted to exercise this Warrant for shares of Common Stock to the
extent that (x) the number of shares of Common Stock beneficially owned by such
Holder (other than shares of Common Stock issuable upon exercise of this
Warrant) plus (y) the number of shares of Common Stock issuable upon exercise of
this Warrant, would be equal to or exceed 4.9% of the number of shares of Common
Stock then issued and outstanding, including shares issuable upon exercise of
this Warrant held by such holder after application of this Section ___.  As used
herein, beneficial ownership shall be determined in accordance with Section
13(d) of the Exchange Act.  To the extent that the limitation contained in this
Section ___ applies, the determination of whether this Warrant is exercisable
(in relation to other securities owned by the holder) and of which a portion of
this Warrant is exercisable shall be in the sole discretion of such holder, and
the submission of a Notice of Exercise shall be deemed to be such holder's
determination of whether this Warrant is exercisable (in relation to other
securities owned by such holder) and of which portion of this Warrant is
exercisable, in each case subject to such aggregate percentage limitation, and
the Company shall have no obligation to verify or confirm the accuracy of such
determination.  Nothing contained herein shall be deemed to restrict the right
of a holder to exercise this Warrant into shares of Common Stock at such time as
such exercise will not violate the provisions of this Section ___.  The
provisions of this Section ___ may be waived by the Holder of this Warrant upon,
at the election of the Holder, with 61 days' prior notice to the Company, and
the provisions of this Section ___ shall continue to apply until such
61st day (or such later date as may be specified in such notice of
waiver).  No exercise of this Warrant in violation of this Section ___ but
otherwise in accordance with this Warrant shall affect the status of the Common
Stock issued upon such exercise as validly issued, fully-paid and
nonassessable.






New Section 1.7.  A new Section 1.7 is added to the Agreement
immediately following Section 1.6,  and  reads as follows:





Limitations on Issuance of Common Stock.  The Notes issued pursuant to
this Agreement shall include a provision substantially similar to the
following:


Notwithstanding anything herein to the contrary, in no event shall the
Holder be permitted to receive Conversion Shares upon exercising its conversion
rights or Common Stock as payment for accrued interest on this Note
(collectively referred to as "Conversion Rights") to the extent that
(x) the number of shares of Common Stock beneficially owned by the Holder (other
than shares of Common Stock issuable upon exercise of Holder's Conversion
Rights) plus (y) the number of shares of Common Stock issuable upon exercise of
the Holder's Conversion Rights, would be equal to or exceed 4.9% of the number
of shares of Common Stock then issued and outstanding, including shares issuable
upon exercise of the Holder's Conversion Rights after application of this
Section ___.  As used herein, beneficial ownership shall be determined in
accordance with Section 13(d) of the Securities Exchange Act of 1934 (the
"Exchange Act").  To the extent that the limitation contained in this
Section ___ applies, the determination of whether Holder may exercise its
Conversion Rights (in relation to other securities owned by the Holder) and of
which a portion of the Conversion Rights are exercisable shall be in the sole
discretion of the Holder, and the submission of a Holder Conversion Notice (or
written notice in the case of payment of accrued interest in shares of Common
Stock) shall be deemed to be the Holder's determination of whether the
Conversion Rights are exercisable (in relation to other securities owned by the
Holder) and of which portion of the Conversion Rights are exercisable, in each
case subject to such aggregate percentage limitation, and the Company shall have
no obligation to verify or confirm the accuracy of such determination.  Nothing
contained herein shall be deemed to restrict the right of the Holder to exercise
its Conversion Rights at such time as such exercise will not violate the
provisions of this Section ___.  The provisions of this Section ___ may be
waived by the Holder upon, at the election of the Holder, 61 days' prior notice
to the Company, and the provisions of this Section ___ shall continue to apply
until such 61st day (or such later date as may be specified in such
notice of waiver).  No exercise of the Conversion Rights in violation of this
Section ___ but otherwise in accordance with this Note shall affect the status
of the Common Stock issued upon such exercise as validly issued, fully-paid and
nonassessable.


Amendment To Notes.  Those certain series of Convertible Promissory
Notes With Cognovit Provision issued by the Company pursuant to the Agreement
and dated December 1, 2000 in the amount of $400,000, December 8, 2000 in the
amount of $100,000, December 13, 2000 in the amount of $100,000 and December 15,
2000 in the amount of $100,000 (collectively the "Notes" or
individually as a "Note") are hereby amended as follows:





New Section 3.4.  A new Section 3.4 is added to the Notes immediately
following Section 3.3, which shall read as follows:

Limitations on Issuance of Common Stock.  Notwithstanding anything
herein to the contrary, in no event shall the Holder be permitted to receive
Conversion Shares upon exercising its conversion rights or Common Stock as
payment for accrued interest on this Note (collectively referred to as
"Conversion Rights") to the extent that (x) the number of shares of
Common Stock beneficially owned by the Holder (other than shares of Common Stock
issuable upon exercise of Holder's Conversion Rights) plus (y) the number of
shares of Common Stock issuable upon exercise of the Holder's Conversion Rights,
would be equal to or exceed 4.9% of the number of shares of Common Stock then
issued and outstanding, including shares issuable upon exercise of the Holder's
Conversion Rights after application of this Section 3.4.  As used herein,
beneficial ownership shall be determined in accordance with Section 13(d) of the
Securities Exchange Act of 1934 (the "Exchange Act").  To the extent
that the limitation contained in this Section 3.4 applies, the determination of
whether Holder may exercise its Conversion Rights (in relation to other
securities owned by the Holder) and of which a portion of the Conversion Rights
are exercisable shall be in the sole discretion of the Holder, and the
submission of a Holder Conversion Notice (or written notice in the case of
payment of accrued interest in shares of Common Stock) shall be deemed to be the
Holder's determination of whether the Conversion Rights are exercisable (in
relation to other securities owned by the Holder) and of which portion of the
Conversion Rights are exercisable, in each case subject to such aggregate
percentage limitation, and the Company shall have no obligation to verify or
confirm the accuracy of such determination.  Nothing contained herein shall be
deemed to restrict the right of the Holder to exercise its Conversion Rights at
such time as such exercise will not violate the provisions of this Section 3.4.
The provisions of this Section 3.4 may be waived by the Holder upon, at the
election of the Holder, 61 days' prior notice to the Company, and the provisions
of this Section 3.4 shall continue to apply until such 61st day (or
such later date as may be specified in such notice of waiver).  No exercise of
the Conversion Rights in violation of this Section 3.4 but otherwise in
accordance with this Note shall affect the status of the Common Stock issued
upon such exercise as validly issued, fully-paid and nonassessable.

Section 3.2(c).  Section 3.2(c) is hereby amended and superceded in
its entirety with the following:



(c)	Market Price.  The term "Market Price" shall mean
$.125.


Capitalized Terms.  All capitalized terms not otherwise defined
herein shall have the same meaning as in the Agreement or the Notes.

<SIGNATURE PAGE TO FOLLOW>

In Witness Whereof, the parties hereto have executed this Amendment No 2 to
the Loan Agreement and Notes as of the date first written above.

BORROWER:
POPMAIL.COM, INC., 

By:						

Its:___________________________

PMI:
POPMAIL NETWORK, INC.

By:						

Its:___________________________

LENDER:
GSI VENTURES, LLC,

By: SDK INVESTMENTS, INC., Manager
By:___________________________________
Stephen D. King
President

FAI:
FAN ASYLUM, INC.

By:						

Its:___________________________

SDKI:
SDK INVESTMENTS, INC., 

By:						

Stephen D. King
President

COL:
CAFE ODYSSEY, LLC

By:						

Its:___________________________






















EX-10.63
35
exh1063.htm
EXHIBIT











Exhibit 10.63


	STOCK PURCHASE AGREEMENT


	BETWEEN


	TIM McQUAID 


	AND


	PopMail.com, inc.



	February 14, 2001





	STOCK PURCHASE AGREEMENT

This Agreement entered into as of February 14, 2001, by and among
PopMail.com, inc., a Minnesota corporation ("Seller" and/or
"Shareholder"), and Tim McQuaid ("Buyer"). The Seller and
Buyer are referred to collectively herein as the "Parties," and
individually as a "Party."

The Seller owns all of the outstanding capital stock of Fan Asylum, Inc., a
California corporation (the "Target").

This Agreement contemplates a transaction in which the Buyer will purchase
from the Seller, and the Seller will sell to the Buyer, all of the outstanding
capital stock of the Target in return for cash and the other consideration set
forth herein.


1. Definitions.


"Adverse Consequences" means all actions, suits, proceedings,
hearings, investigations, charges, complaints, claims, demands, injunctions,
judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs,
reasonable amounts paid in settlement, liabilities, obligations, taxes, liens,
losses, expenses, and fees, including court costs and reasonable attorneys' fees
and expenses.

"Affiliate" has the meaning set forth in Rule 12b-2 of the regulations
promulgated under the Securities Exchange Act.

"Affiliated Group" means any affiliated group within the meaning of
Code  1504(a) or any similar group defined under a similar provision of state,
local or foreign law.

"Allocable Portion" means with respect to the share of any Seller in a
particular amount that fraction equal to the number of Target Shares the Seller
holds as set forth in  4(b) of the Disclosure Schedule over the total number of
outstanding Target Shares.

"Buyer" has the meaning set forth in the preface above.




"Cash" means cash and cash equivalents (including marketable
securities and short term investments) calculated in accordance with GAAP
applied on a basis consistent with the preparation of the Financial
Statements.

"Closing" has the meaning set forth in  2(f) below.

"Closing Date" has the meaning set forth in  2(f) below.

"COBRA" means the requirements of Part 6 of Subtitle B of Title I of
ERISA and Code  4980B.

"Code" means the Internal Revenue Code of 1986, as amended.

"Confidential Information" means any information concerning the
businesses and affairs of the Target that is not already generally available to
the public.

"Employee Benefit Plan" means any (a) nonqualified deferred
compensation or retirement plan or arrangement, (b) qualified defined
contribution retirement plan or arrangement which is an Employee Pension Benefit
Plan, (c) qualified defined benefit retirement plan or arrangement which is an
Employee Pension Benefit Plan (including any Multiemployer Plan), or (d)
Employee Welfare Benefit Plan or material fringe benefit or other retirement,
bonus, or incentive plan or program.

"Employee Pension Benefit Plan" has the meaning set forth in ERISA
 3(2).

"Employee Welfare Benefit Plan" has the meaning set forth in ERISA
 3(1).

"Environmental, Health, and Safety Requirements" shall mean all
federal, state, local and foreign statutes, regulations, and ordinances
concerning public health and safety, worker health and safety, and pollution or
protection of the environment, including without limitation all those relating
to the presence, use, production, generation, handling, transportation,
treatment, storage, disposal, distribution, labeling, testing, processing,
discharge, release, threatened release, control, or cleanup of any hazardous
materials, substances or wastes, as such requirements are enacted and in effect
on or prior to the Closing Date.

"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

"ERISA Affiliate" means each entity which is treated as a single
employer with Seller for purposes of Code  414.
"GAAP" means United States generally accepted accounting principles as
in effect from time to time.

"Income Tax" means any federal, state, local, or foreign income tax,
including any interest, penalty, or addition thereto, whether disputed or
not.

"Income Tax Return" means any return, declaration, report, claim for
refund, or information return or statement relating to Income Taxes, including
any schedule or attachment thereto.

"Knowledge" means actual knowledge without independent investigation.

"Multiemployer Plan" has the meaning set forth in ERISA  3(37).

"Ordinary Course of Business" means the ordinary course of business
consistent with part custom and practice (including with respect to quantity and
frequency).

"Party" has the meaning set forth in the preface above.

"PBGC" means the Pension Benefit Guaranty Corporation.

"Person" means an individual, a partnership, a corporation, an
association, a joint stock company, a trust, a joint venture, an unincorporated
organization, or a governmental entity (or any department, agency, or political
subdivision thereof).

"Purchase Price" has the meaning set forth in  2(b) below.

"Reportable Event" has the meaning set forth in ERISA  4043.

"Securities Act" means the Securities Act of 1933, as amended.

"Securities Exchange Act" means the Securities Exchange Act of 1934,
as amended.

"Security Interest" means any mortgage, pledge, lien, encumbrance,
charge, or other security interest, other than (a) mechanic's, materialmen's,
and similar liens, (b) liens for taxes not yet due and payable or for taxes that
the taxpayer is contesting in good faith through appropriate proceedings, (c)
purchase money liens and liens securing rental payments under capital lease
arrangements, and (d) other liens arising in the Ordinary Course of Business and
not incurred in connection with the borrowing of money.

"Seller" has the meaning set forth in the preface above.

"Subsidiary" means any corporation with respect to which a specified
Person (or a Subsidiary thereof) owns a majority of the common stock or has the
power to vote or direct the voting of sufficient securities to elect a majority
of the directors.

"Target" has the meaning set forth in the preface above.

"Target Share" means any share of the Common Stock of the Target.

"Third Party Claim" has the meaning set forth in  8(d) below.

2. Purchase and Sale of Target Shares.


(a) Basic Transaction. On and subject to the terms and conditions of
this Agreement, the Buyer agrees to purchase from the Seller, the Seller agrees
to sell to the Buyer, all of its Target Shares for the consideration specified
below in this  2.

(b) Purchase Price. The Buyer agrees to pay to the Seller at the
Closing the "Purchase Price" by delivery of (i) $100,000 in cash by wire
transfer or other delivery of immediately available funds (disbursement of which
is subject to post-closing covenants as described herein), (ii) the forfeiture
of all rights to receive additional PopMail stock, beyond the 87,673 shares
purchased on or about October 12, 2000 which are currently in escrow and to
which he is currently entitled and (iii) the release of all claims against
Seller, Seller's subsidiaries, past and present officers and directors of Seller
and Seller's subsidiaries, and agents, attorneys, consultants and employees of
Seller.  In addition, (A) McQuaid shall not be entitled to the 280,000 earn-out
shares or any shares which would otherwise be issued in connection with his
reset rights under the agreement by which PopMail.com, inc. bought the shares of
Fan Asylum and (B) PopMail.com, inc. shall have a 15% carried interest in
Target, such that if Target shall be sold before January 31, 2004, PopMail.com,
inc. shall receive 15% of the net sales proceeds arising from the sale of
Target.

(c)  Liabilities of Target.  Buyer takes the stock of Target subject
to all the liabilities of Target as they existed as of the Closing Date.

(d)	Releases.  On Closing, Buyer shall release
Seller of any and all claims it may have up through the date of Closing of this
Agreement.  Seller shall release Buyer, Buyer's subsidiaries, past and present
officers and directors of Buyer and Buyer's subsidiaries, and agents, attorneys,
consultants and employees of Buyer of any and all claims it may have against
Buyer up through the date of Closing of this Agreement, including any rights
under the Covenant not to Compete contained in the  June 14, 2000 Stock Purchase
Agreement and/or Employment Agreement and/or Non-Compete Agreement between Tim
McQuaid and Popmail.com and Fan Asylum, Inc. (together, the "2000 Stock
Purchase Agreement").

(e)  Popmail Shares.  The 87,673 shares of
PopMail.com, inc. referenced in 2(b) above shall be released from escrow to
Buyer upon the Closing, and shall be included in the next registration statement
which PopMail.com, inc. prepares and be `locked up' (no public sale allowed) for
90 days from the Closing Date.  Provided, however, that if said registration
statement is not accepted, PopMail.com, inc. agrees to include said share on
each subsequent registration statement which it files for any stock of the same
class. 

(f) The Closing. The closing of the transactions
contemplated by this Agreement (the "Closing") shall take place at the
offices of McQuaid, Metzler, Bedford & Van Zandt, commencing at 5:00 p.m.
local time on or before February 15, 2001 or such other date as the Buyer and
Seller may mutually determine (the "Closing Date).

(g) Deliveries at the Closing. At the Closing, (i) the
Seller will deliver to the Buyer the various certificates, instruments, and
documents referred to in  7(a) below, (ii) the Buyer will deliver to the Seller
the various certificates, instruments, and documents referred to in  7(b) below,
(iii) the Seller will deliver to the Buyer stock certificates representing all
of his or its Target Shares, endorsed in blank or accompanied by duly executed
assignment documents, and will deliver all of Target's corporate and financial
records, and the releases of liens described in   3(a)(v) below, iv) the Buyer
will deliver to Seller the cash consideration specified in  2(b) above, and (v)
the Seller will deliver to the Buyer the shares of PopMail.com, inc. described
in  2(e) above. 

3. Representations and Warranties Concerning the
Transaction.


(a) Representations and Warranties of the Seller.
Seller represents and warrants to the Buyer that the statements contained in
this  3(a) are correct and complete as of the date of this Agreement and will be
correct and complete as of the Closing Date (as though made then and as though
the Closing Date were substituted for the date of this Agreement throughout this
 3(a)) with respect to himself or itself, except as set forth herein.

(i) Organization of Seller. Seller is a corporation
duly organized, validly existing, and in good standing under the laws of the
jurisdiction of its incorporation.

(ii) Authorization of Transaction. The Seller has full
power and authority (including, if the Seller is a corporation, full corporate
power and authority) to execute and deliver this Agreement and to perform his or
its obligations hereunder. This Agreement constitutes the valid and legally
binding obligation of the Seller, enforceable in accordance with its terms and
conditions. The Seller need not give any notice to, make any filing with, or
obtain any authorization, consent, or approval of any government or governmental
agency in order to consummate the transactions contemplated by this
Agreement.

(iii) Noncontravention. Other than the liens
specifically identified in  3(a)(v) below, neither the execution and the
delivery of this Agreement, nor the consummation of the transactions
contemplated hereby, will (A) violate any constitution, statute, regulation,
rule, injunction, judgment, order, decree, ruling, charge, or other restriction
of any government, governmental agency, or court to which the Seller is subject
or, if the Seller is a corporation, any provision of its charter or bylaws or
(B) conflict with, result in a breach of, constitute a default under, result in
the acceleration of, create in any party the right to accelerate, terminate,
modify, or cancel, or require any notice under any agreement, contract, lease,
license, instrument, or other arrangement to which the Seller is a party or by
which it is bound or to which any of its assets is subject.

(iv) Brokers' Fees. The Seller has no liability or
obligation to pay any fees or commissions to any broker, finder, or agent with
respect to the transactions contemplated by this Agreement for which the Buyer
could become liable or obligated.

(v) Target Shares. The Seller holds of record and owns
beneficially 1,000 Target Shares, free and clear of any restrictions on transfer
(other than restrictions under the Securities Act and state securities laws),
taxes, Security Interests, options, warrants, purchase rights, contracts,
commitments, equities, claims, and demands.  The Seller is not a party to any
option, warrant, purchase right, or other contract or commitment that could
require the Seller to sell, transfer, or otherwise dispose of any capital stock
of the Target (other than this Agreement). The Seller is not a party to any
voting trust, proxy, or other agreement or understanding with respect to the
voting of any capital stock of the Target.  In addition to, and not by way of
limitation of the foregoing, Seller specifically warrants that it will deliver
the Target Shares free and clear of any liens held or purported to be held by
the Shaar Fund Ltd., SDK Investments, GSI Ventures, LLC, or Stephen King or any
Affiliate of any of them.

(b) Representations and Warranties of the Buyer. Buyer
represents and warrants to the Seller that the statements contained in this
 3(b) are correct and complete as of the date of this Agreement and will be
correct and complete as of the Closing Date (as though made then and as though
the Closing Date were substituted for the date of this Agreement throughout this
 3(b)), except as set forth herein.


(i) Authorization of Transaction. The Buyer has full
power and to execute and deliver this Agreement and to perform his obligations
hereunder. This Agreement constitutes the valid and legally binding obligation
of the Buyer, enforceable in accordance with its terms and conditions. The Buyer
need not give any notice to, make any filing with, or obtain any authorization,
consent, or approval of any government or governmental agency in order to
consummate the transactions contemplated by this Agreement.

(ii) Noncontravention, Neither the execution and the
delivery of this Agreement, nor the consummation of the transactions
contemplated hereby, will (A) violate any constitution, statute, regulation,
rule, injunction, judgment, order, decree, ruling, charge, or other restriction
of any government, governmental agency, or court to which the Buyer is subject
or any provision of its charter or bylaws or (B) conflict with, result in a
breach of, constitute a default under, result in the acceleration of, create in
any party the right to accelerate, terminate, modify, or cancel, or require any
notice under any agreement, contract, lease, license, instrument, or other
arrangement to which the Buyer is a party or by which it is bound or to which
any of its assets is subject.

(iii) Brokers' Fees. Buyer has no liability or
obligation to pay any fees or commissions to any broker, finder, or agent with
respect to the transactions contemplated by this Agreement for which any Seller
could become liable or obligated.

(iv) Investment. The Buyer is not acquiring the Target
Shares with a view to or for sale in connection with any distribution thereof
within the meaning of the Securities Act.

4. Representations and Warranties Concerning the
Target. Subject to the representations and warranties given by the Selling
Shareholders in Article IV of the 2000 Stock Purchase Agreement being correct in
all material respects, Seller makes the following Representations and
Warranties:

(a) Organization, Qualification, and Corporate Power.
Target is a corporation duly organized, validly existing, and in good standing
under the laws of the jurisdiction of its incorporation. 

(b) Capitalization. The entire authorized capital
stock of the Target consists of ten million (10,000,000) Target Shares, of which
one thousand (1,000) Target Shares are issued and outstanding. All of the issued
and outstanding Target Shares have been duly authorized, are validly issued,
fully paid, and nonassessable, and are held of record by. There are no
outstanding or authorized options, warrants, purchase rights, subscription
rights, conversion rights, exchange rights, or other contracts or commitments
that could require the Target to issue, sell, or otherwise cause to become
outstanding any of its capital stock. There are no outstanding or authorized
stock appreciation, phantom stock, profit participation, or similar rights with
respect to the Target.

(c) Title to Tangible Assets. The Target has good and
marketable title to, or a valid leasehold interest in, the material tangible
assets it uses regularly in the conduct of its business.

(d) Tax Matters.  Seller will be responsible for all
state and federal Income Tax Returns that Target is or was required to file
while the Seller owned Target through the Closing Date, and has or will pay all
Income Taxes owing, except where the failure to file Income Tax Returns or to
pay Income Taxes would not have a material adverse effect on the financial
condition of the Target taken as a whole.  Seller covenants that it will not
report in any Income Tax Return or related filing any allocation to Target of
items of income or expenses that is not reflected on the books as maintained by
Target for the time that Seller has been the owner of Target's shares, except to
the extent that such allocation is required by the Code or regulations
thereunder. 

(e) Real Property.  Target owns no real estate, and
leases its current office property from Buyer.

(f) Intellectual Property.  Seller has not transferred
any of the intellectual property held by Target when it was acquired by Seller
to any party.  Any Intellectual Property held by Seller as of the date of
acquisition of Target by Seller, unless it has expired, lapsed or otherwise been
terminated through no fault of Seller, remains the property of Target.  
(g) Contracts. Seller has not caused Target to enter
into any contract not signed by Tim McQuaid.

(h) Litigation. To the Knowledge of Seller, other than
the case of Law and Cerreta v. McQuaid and Fan Asylum, Inc. (Civ. Case No.
314245, San Francisco Superior Court) there is no instance in which the Target
(i) is subject to any outstanding injunction, judgment, order, decree, ruling,
or charge or (ii) is a party to any action, suit, proceeding, hearing, or
investigation of, in, or before any court or quasi-judicial or administrative
agency of any federal, state, local, or foreign jurisdiction, except where the
injunction, judgment, order, decree, ruling, action, suit, proceeding, hearing,
or investigation would not have a material adverse effect on the financial
condition of the Target taken as a whole.

(i) Disclaimer of other Representations and
Warranties. Except as expressly set forth in Sections 2(e), 3 and this
Section 4, the Seller make no representation or warranty, express or implied, at
law or in equity, in respect of the Target, its Subsidiaries, or any of their
respective assets, liabilities or operations, including, without limitation,
with respect to merchantability or fitness for any particular purpose, and any
such other representations or warranties are hereby expressly disclaimed. Buyer
hereby acknowledges and agrees that, except to the extent specifically set forth
in Section 3 and this Section 4, the Buyer is purchasing the Target shares on an
"as-is, where-is" basis.

5. Pre-Closing Covenants. The Parties agree as follows
with respect to the period between the execution of this Agreement and the
Closing.

(a) General. Each of the Parties will use his or its
reasonable best efforts to take all action and to do all things necessary in
order to consummate and make effective the transactions contemplated by this
Agreement (including satisfaction, but not waiver, of the closing conditions set
forth in  7 below).

(b) Exclusivity. Seller will not (and the Seller will
not cause or permit Target to) solicit, initiate, or encourage the submission of
any proposal or offer from any Person relating to the acquisition of all or
substantially all of the capital stock or assets of Target (including any
acquisition structured as a merger, consolidation, or share exchange);
provided, however, that the Seller, the Target, and their directors and
officers will remain free to participate in any discussions or negotiations
regarding, furnish any information with respect to, assist or participate in, or
facilitate in any other manner any effort or attempt by any Person to do or seek
any of the foregoing to the extent their fiduciary duties may require.

6. Post-Closing Covenants. The Parties agree as
follows with respect to the period following the Closing.

(a) General. In case at any time after the Closing any
further action is necessary to carry out the purposes of this Agreement, each of
the Parties will take such further action (including the execution and delivery
of such further instruments and documents) as any other Party reasonably may
request, all at the sole cost and expense of the requesting Party (unless the
requesting Party is entitled to indemnification therefor under  8 below).

(b) Litigation Support. In the event and for so long
as any Party actively is contesting or defending against any action, suit,
proceeding, hearing, investigation, charge, complaint, claim, or demand in
connection with (i) any transaction contemplated under this Agreement or (ii)
any fact, situation, circumstance, status, condition, activity, practice, plan,
occurrence, event, incident, action, failure to act, or transaction on or prior
to the Closing Date involving Target, each of the other Parties shall cooperate
with him or it and his or its counsel in the defense or contest, make available
their personnel, and provide such testimony and access to their books and
records as shall be necessary in connection with the defense or contest, all at
the sole cost and expense of the contesting or defending Party (unless the
contesting or defending Party is entitled to indemnification therefor under  8
below).

(c) Funding.  (i) Any capital (or funding of any kind)
advanced to Target by Seller on or after January 31, 2001 and through the date
of Close shall be reimbursed to Seller at Closing. (ii) Buyer commits to
providing a minimum of $200,000 in funding to Target within 90 days of
Closing.

	(d) Disbursements from Escrows. So long as all other
conditions of this Agreement are satisfied, Buyer and Seller covenant to execute
escrow instructions at Closing which pertain to the escrow held by the law firm
of Maslon Edelman Borman & Brand, LLP (the "Escrow Agent")
instructing the Escrow Agent to disburse $50,000 of $100,000 in its possession
to Seller and to hold the remaining $50,000 in accordance with this Section
6(d). Buyer shall thereafter cause Target to endeavor to secure a suitable fan
club contract with Aerosmith. Seller shall file a registration statement which
includes Buyer's 87,673 shares of PopMail.com, inc. described in sections 2(b)
and 2(e) above. If and only if a contract with Aerosmith is secured, and said
registration statement is filed, both to be consummated no later than 60 days
following the Closing, then Buyer and Seller covenant to execute further escrow
instructions  to the Escrow Agent instructing it to disburse the remaining
$50,000 of $100,000 in its possession to Seller. If either condition is not
satisfied within 60 days following the Closing, then the Escrow Agent shall
return the remaining $50,000 in funds in its possession to Buyer, and Buyer
shall have no further obligation 
to Seller.


7. Conditions to Obligation to Close.


(a) Conditions to Obligation of the Buyer. The
obligation of the Buyer to consummate the transactions to be performed by it in
connection with the Closing is subject to satisfaction of the following
conditions:

(i) the representations and warranties set forth in  3(a) and
 4 above shall be true and correct in all material respects at and as of the
Closing Date;

(ii) the Seller shall have performed and complied with all of
its covenants hereunder in all material respects through the Closing;

(iii) there shall not be any injunction, judgment, order,
decree, ruling, or charge in effect preventing consummation of any of the
transactions contemplated by this Agreement;

(iv) the Seller shall have delivered to the Buyer a
certificate to the effect that each of the conditions specified above in
 7(a)(i)-(iii) is satisfied in all respects; 

(v) all actions to be taken by the Seller in connection with
consummation of the transactions contemplated hereby and all certificates,
opinions, instruments, and other documents required to effect the transactions
contemplated hereby will be satisfactory in form and substance to the Buyer.

The Buyer may waive any condition specified in this  7(a) if
it executes a writing so stating at or prior to the Closing.

(b) Conditions to Obligation of the Seller. The
obligation of the Seller to consummate the transactions to be performed by them
in connection with the Closing is subject to satisfaction of the following
conditions:

(i) the representations and warranties set forth in  3(b)
above shall be true and correct in all material respects at and as of the
Closing Date;

(ii) the Buyer shall have performed and complied with all of
its covenants hereunder in all material respects through the Closing;

(iii) there shall not be any injunction, judgment, order,
decree, ruling, or charge in effect preventing consummation of any of the
transactions contemplated by this Agreement;

(iv) the Buyer shall have delivered to the Seller a
certificate to the effect that each of the conditions specified above in
 7(b)(i)-(iii) is satisfied in all respects;

(v) Seller's Board of Directors shall have approved and
Seller's secured lenders shall have approved and released all liens on Target
Stock and Target assets;

(vi) all actions to be taken by the Buyer in connection with
consummation of the transactions contemplated hereby and all certificates,
opinions, instruments, and other documents required to effect the transactions
contemplated hereby will be [reasonably] satisfactory in form and substance to
the Requisite Seller.

Seller may waive any condition specified in this  7(b) if it
executes a writing so stating at or prior to the Closing.
8. Survival of Representations and Warranties.


Other than as set forth in  4(d) and in  4(f) above, none of
the representations and warranties of the Seller contained in  4 above shall
survive the Closing hereunder. All of the representations and warranties of the
Parties contained in  3 above shall survive the Closing (unless the damaged
Party knew or had reason to know of any misrepresentation or breach of warranty
at the time of Closing) and continue in full force and effect forever thereafter
(subject to any applicable statutes of limitations).

9. Termination.


(a) Termination of Agreement. Certain of the Parties
may terminate this Agreement as provided below:

(i) Buyer and Seller may terminate this Agreement by mutual
written consent at any time prior to the Closing;

(ii) the Buyer may terminate this Agreement by giving written
notice to Seller at any time prior to the Closing in the event (A) Seller has
given the Buyer any notice pursuant to this Agreement above and (B) the
development that is the subject of the notice has had a material adverse effect
upon the financial condition of the Target taken as a whole;

(iii) the Buyer may terminate this Agreement by giving
written notice to Seller at any time prior to the Closing (A) in the event
Seller has breached any material representation, warranty, or covenant contained
in this Agreement (other than the representations and warranties in  4 above) in
any material respect, the Buyer has notified Seller of the breach, and the
breach has continued without cure for a period of 15 days after the notice of
breach or (B) if the Closing shall not have occurred on or before February 15,
2001, (unless the failure results primarily from the Buyer itself breaching any
representation, warranty, or covenant contained in this Agreement); and

(iv) Seller may terminate this Agreement by giving written
notice to the Buyer at any time prior to the Closing (A) in the event the Buyer
has breached any material representation, warranty, or covenant contained in
this Agreement in any material respect, any of the Seller has notified the Buyer
of the breach, and the breach has continued without cure for a period of 15 days
after the notice of breach or (B) if the Closing shall not have occurred on or
before February 15, 2001, (unless the failure results primarily from Seller
breaching any representation, warranty, or covenant contained in this
Agreement).

(b) Effect of Termination. If any Party terminates
this Agreement pursuant to  9(a) above, all rights and obligations of the
Parties hereunder shall terminate without any liability of any Party to any
other Party (except for any liability of any Party then in breach); provided,
however, that the confidentiality provisions contained herein shall survive
termination.

10. Miscellaneous.


(a) Press Releases and Public Announcements. No Party
shall issue any press release or make any public announcement relating to the
subject matter of this Agreement without the prior written approval of the Buyer
and Seller; provided, however, that any Party may make any public
disclosure it believes in good faith is required by applicable law or any
listing or trading agreement concerning its publicly-traded securities (in which
case the disclosing Party will use its best efforts to advise the other Parties
prior to making the disclosure).

(b) No Third-Party Beneficiaries. This Agreement shall
not confer any rights or remedies upon any Person other than the Parties and
their respective successors and permitted assigns.

(c) Entire Agreement. This Agreement (including the
documents referred to herein) constitutes the entire agreement among the Parties
and supersedes any prior understandings, agreements, or representations by or
among the Parties, written or oral, to the extent they have related in any way
to the subject matter hereof.

(d) Succession and Assignment. This Agreement shall be
binding upon and inure to the benefit of the Parties named herein and their
respective successors and permitted assigns. No Party may assign either this
Agreement or any of his or its rights, interests, or obligations hereunder
without the prior written approval of the Buyer and Seller; provided,
however, that the Buyer may (i) assign any or all of its rights and
interests hereunder to one or more of its Affiliates and (ii) designate one or
more of its Affiliates to perform its obligations hereunder (in any or all of
which cases the Buyer nonetheless shall remain responsible for the performance
of all of its obligations hereunder).

(e) Counterparts. This Agreement may be executed in
one or more counterparts, each of which shall be deemed an original but all of
which together will constitute one and the same instrument.

(f) Headings. The section headings contained in this
Agreement are inserted for convenience only and shall not affect in any way the
meaning or interpretation of this Agreement.

(g) Notices. All notices, requests, demands, claims,
and other communications hereunder will be in writing. Any notice, request,
demand, claim, or other communication hereunder shall be deemed duly given if
(and then two business days after) it is sent by registered or certified mail,
return receipt requested, postage prepaid, and addressed to the intended
recipient as set forth below:

If to the Seller:		Copy to:


	PopMail.com, inc.		Maslon, Edelman, Borman &
Brand
	Attn:  Stephen Spohn	Attn:  William Mower
	1333 Corporate Drive	3300 Norwest Center
	Suite 350				Minneapolis, Minnesota 55402
	Irving, Texas 75038


If to the Buyer:
Fan Asylum, Inc.
Attn: Tim McQuaid
1250 Folsom Street
San Francisco, CA 94103

Copy to:
	McQuaid, Metzler, Bedford & Van Zandt, LLP
	Attn: J. Dennis McQuaid, Esq.
	221 Main Street, 16th Floor
	San Francisco, CA 94105

Any Party may send any notice, request, demand, claim, or
other communication hereunder to the intended recipient at the address set forth
above using any other means (including personal delivery, expedited courier,
messenger service, telecopy, telex, ordinary mail, or electronic mail), but no
such notice, request, demand, claim, or other communication shall be deemed to
have been duly given unless and until it actually is received by the intended
recipient. Any Party may change the address to which notices, requests, demands,
claims, and other communications hereunder are to be delivered by giving the
other Parties notice in the manner herein set forth.

(h) Governing Law. This Agreement shall be governed by and
construed in accordance with the domestic laws of the State of California
without giving effect to any choice or conflict of law provision or rule
(whether of the State of California or any other jurisdiction) that would cause
the application of the laws of any jurisdiction other than the State of
California.


(i) Amendments and Waivers. No amendment of any
provision of this Agreement shall be valid unless the same shall be in writing
and signed by the Buyer and Seller. No waiver by any Party of any default,
misrepresentation, or breach of warranty or covenant hereunder, whether
intentional or not, shall be deemed to extend to any prior or subsequent
default, misrepresentation, or breach of warranty or covenant hereunder or
affect in any way any rights arising by virtue of any prior or subsequent such
occurrence.

(j) Severability. Any term or provision of this
Agreement that is invalid or unenforceable in any situation in any jurisdiction
shall not affect the validity or enforceability of the remaining terms and
provisions hereof or the validity or enforceability of the offending term or
provision in any other situation or in any other jurisdiction.

(k) Expenses. Each of the Buyer, the Target, and the
Seller will bear its own costs and expenses (including legal fees and expenses)
incurred in connection with this Agreement and the transactions contemplated
hereby. 

(l) Construction. The Parties have participated
jointly in the negotiation and drafting of this Agreement. In the event an
ambiguity or question of intent or interpretation arises, this Agreement shall
be construed as if drafted jointly by the Parties and no presumption or burden
of proof shall arise favoring or disfavoring any Party by virtue of the
authorship of any of the provisions of this Agreement.  Any reference to any
federal, state, local, or foreign statute or law shall be deemed also to refer
to all rules and regulations promulgated thereunder, unless the context requires
otherwise. The word "including" shall mean including without limitation.

(m) Incorporation of Exhibits, Annexes, and Schedules.
The Exhibits, Annexes, and Schedules identified in this Agreement are
incorporated herein by reference and made a part hereof.

IN WITNESS WHEREOF, the Parties hereto have executed this
Agreement as of the date first above written.


PopMail.com, inc. 		PopMail.com, inc.		
Stephen J. Spohn, Secretary		Stephen J. Spohn, C.F.O.




By: ________________________		By: _______________________




TIM McQUAID




By: __________________________	



















EX-10.64
36
exh1064.htm
EXHIBIT











Exhibit 10.64

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE
SECURITIES LAWS OF CERTAIN STATES.  THESE SECURITIES ARE SUBJECT TO RESTRICTIONS
ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM.  HOLDERS SHOULD BE AWARE THAT THEY MAY BE
REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD
OF TIME.  THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN
FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED
TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE
SECURITIES LAWS.
PROMISSORY NOTE
$100,000.00		March 2, 2001
Minneapolis, MN
Subject to the terms and conditions of this Note, for good and valuable
consideration received in the form of fifty thousand dollars ($50,000) on March
2, 2001 and fifty thousand dollars ($50,000) on February 1, 2001, PopMail.com,
Inc., a Minnesota corporation (the "Company"), promises to pay to the
order of The Shaar Fund Ltd. (the "Holder"), the principal amount of
one hundred thousand dollars ($100,000.00), plus simple interest accrued on
unpaid principal from the date of this Note until paid at the rate of twelve
percent (12%) per annum, payable on demand.
The following is a statement of the rights of the Holder and the terms and
conditions to which this Note is subject, and to which the Holder hereof, by the
acceptance of this Note, agrees.  Neither Holder, its principals or affiliates
have any other obligations, liabilities or responsibilities to the Company
except as expressly set forth in this Note or as may otherwise be agreed to in
writing by the parties.
Payment.  The principal and accrued interest under this Note will be
paid to the Holder within five (5) days of demand by the Holder (the
"Maturity Date").  All payments of principal and/or interest under
this Note will be made by mail to the address of record of the Holder.

Events of Default.  If the Company defaults in the payment of any part
of the principal or interest of this Note when due and payable, and if such
default is not cured by the Company within five (5) business days after the
Holder has given the Company written notice of such default, then the Holder may
declare the entire unpaid principal and accrued interest on this Note
immediately due and payable, by notice in writing to the Company, without any
other presentment, demand, protest or other notice of any kind or character, all
of which are hereby expressly waived, anything herein to the contrary
notwithstanding.  
Assignment.  The rights and obligations of the Company and the Holder
will be binding upon and inure to the benefit of the successors, assigns, heirs,
administrators and transferees of the parties.  The Company may not assign this
Note without the express written consent of Holder. 
Waiver and Amendment.  Any provision of this Note may be amended,
waived or modified upon the written consent of the Company and the Holder.
Notices.  Any notice, request or other communication required or
permitted hereunder will be in writing and shall be deemed to have been duly
given if delivered (i) personally or telephonically (including by
facsimile), (ii) by email (if receipt thereof is confirmed by a separate message
delivered by the recipient to the sender), (iii) by courier, or (iv) mailed
by registered or certified mail, postage prepaid, at the respective addresses of
the parties as set forth herein.  Notice to the Holder shall be provided to: The
Shaar Fund Ltd., c/o Levinson Capital Management, Attention: Samuel Levinson, 2
World Trade Center, Suite 1820, New York, NY 10048.  Any party hereto may by
notice so given change its address for future notice under this Note.  Notice
will conclusively be deemed to have been given when personally delivered or when
deposited in the mail or delivered to a courier, or when sent by email following
confirmation in the manner set forth above and will be deemed to have been
received when delivered.  
Governing Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of Minnesota, excluding that body of law
relating to conflict of laws.
Headings.  All headings used herein are used for convenience only and
will not be used to construe or interpret this Note.  
IN WITNESS WHEREOF, the parties have caused this Note to be issued on March
2, 2001.
"COMPANY":
PopMail.com, Inc.


By: 		Stephen J. Spohn
Title: 		CFO
Address: 	PopMail.com, Inc.
		1333 Corporate Drive, Suite 350
		Irving, TX 75038


















EX-10.65
37
exh1065.htm
EXHIBIT













Exhibit 10.65


THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE
SECURITIES LAWS OF CERTAIN STATES.  THESE SECURITIES ARE SUBJECT TO RESTRICTIONS
ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM.  HOLDERS SHOULD BE AWARE THAT THEY MAY BE
REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD
OF TIME.  THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN
FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED
TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE
SECURITIES LAWS.
PROMISSORY NOTE
$80,000.00		March 13, 2001
Minneapolis, MN
Subject to the terms and conditions of this Note, for good and valuable
consideration received in the form of fifty thousand dollars ($50,000) on March
13, 2001 and thirty thousand dollars ($30,000) on March 16, 2001, PopMail.com,
Inc., a Minnesota corporation (the "Company"), promises to pay to the
order of The Shaar Fund Ltd. (the "Holder"), the principal amount of
eighty thousand dollars ($80,000.00), plus simple interest accrued on unpaid
principal from the date of this Note until paid at the rate of twelve
percent (12%) per annum, payable on demand.
The following is a statement of the rights of the Holder and the terms and
conditions to which this Note is subject, and to which the Holder hereof, by the
acceptance of this Note, agrees.  Neither Holder, its principals or affiliates
have any other obligations, liabilities or responsibilities to the Company
except as expressly set forth in this Note or as may otherwise be agreed to in
writing by the parties.
Payment.  The principal and accrued interest under this Note will be
paid to the Holder within five (5) days of demand by the Holder (the
"Maturity Date").  All payments of principal and/or interest under
this Note will be made by mail to the address of record of the Holder.

Events of Default.  If the Company defaults in the payment of any part
of the principal or interest of this Note when due and payable, and if such
default is not cured by the Company within five (5) business days after the
Holder has given the Company written notice of such default, then the Holder may
declare the entire unpaid principal and accrued interest on this Note
immediately due and payable, by notice in writing to the Company, without any
other presentment, demand, protest or other notice of any kind or character, all
of which are hereby expressly waived, anything herein to the contrary
notwithstanding.  
Assignment.  The rights and obligations of the Company and the Holder
will be binding upon and inure to the benefit of the successors, assigns, heirs,
administrators and transferees of the parties.  The Company may not assign this
Note without the express written consent of Holder.
Waiver and Amendment.  Any provision of this Note may be amended,
waived or modified upon the written consent of the Company and the Holder.
Notices.  Any notice, request or other communication required or
permitted hereunder will be in writing and shall be deemed to have been duly
given if delivered (i) personally or telephonically (including by
facsimile), (ii) by email (if receipt thereof is confirmed by a separate message
delivered by the recipient to the sender), (iii) by courier, or (iv) mailed
by registered or certified mail, postage prepaid, at the respective addresses of
the parties as set forth herein.  Notice to the Holder shall be provided to: The
Shaar Fund Ltd., c/o Levinson Capital Management, Attention: Samuel Levinson, 2
World Trade Center, Suite 1820, New York, NY 10048.  Any party hereto may by
notice so given change its address for future notice under this Note.  Notice
will conclusively be deemed to have been given when personally delivered or when
deposited in the mail or delivered to a courier, or when sent by email following
confirmation in the manner set forth above and will be deemed to have been
received when delivered.
Governing Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of Minnesota, excluding that body of law
relating to conflict of laws.
Headings.  All headings used herein are used for convenience only and
will not be used to construe or interpret this Note.  
IN WITNESS WHEREOF, the parties have caused this Note to be issued on March
13, 2001.
"COMPANY":
PopMail.com, Inc.


By: 		Stephen J. Spohn
Title: 		CFO
Address:	PopMail.com, Inc.
		1333 Corporate Drive, Suite 350
		Irving, TX 75038



















EX-10.66
38
exh1066.htm
EXHIBIT











Exhibit 10.66
INTERCREDITOR AND
SUBORDINATION AGREEMENT
	THIS INTERCREDITOR AND SUBORDINATION AGREEMENT (the
"Intercreditor Agreement") is made as of this ___ day of __________, 2001, by
and between GSI VENTURES, LLC, an Ohio limited liability company ("GSI"),
THE SHAAR FUND LTD. ("Shaar"), GREAT WESTERN BUSINESS SERVICES,
INC. ("GWBS"), a Texas corporation and FAIRVIEW PARTNERS, an Ohio
general partnership ("Fairview")(each individually a "Lender" and collectively
the "Lenders").


RECITALS:

	WHEREAS, Popmail.com, Inc., a Minnesota corporation (the
"Borrower"), is engaged in the business of (i) internet commerce and (ii) the
ownership and operation of two Café Odyssey restaurants located at 320
South Avenue, Mall of America, Bloomington, Minnesota 55425 (the "MOA
Restaurant") and at 500 16th Street, Suite 350, Denver, Colorado 80202 (the
"Denver Restaurant") (collectively, the MOA Restaurant and the Denver Restaurant
are referred to herein as the "Restaurant Operations"), which the MOA Restaurant
has been or will be purchased by SDK AD, LLC, an Ohio limited liability company,
and which the Denver Restaurant has been or will be purchased by SD KINGDM, LLC,
an Ohio limited liability company;

	WHEREAS, the Borrower and GSI are parties to that certain
Loan Agreement dated December 1, 2000, as amended pursuant to the Amendment No.
1 to the Loan Agreement dated December 8, 2000, Amendment No. 2 to the Loan
Agreement and Notes dated February 8, 2001 and other related agreements, all as
may be amended further from time to time (collectively, the "GSI Loan
Documents"), pursuant to which GSI has issued or will issue loans to Borrower in
the aggregate original principal amount of up to Four Million Dollars
($4,000,000) (the "GSI Debt").  Pursuant to the GSI Loan Documents, Borrower has
granted GSI a security interest in all of Borrower's assets related to the
Restaurant Operations (the "Collateral") and a security interest in all other
assets of the Borrower excluding the Restaurant Operations (the "Other
Collateral");

	WHEREAS, Borrower and GWBS have agreed to enter into a
certain Promissory Note to be dated  on or about February __, 2001 (the
"GWBS/Popmail Note"), GWBS and SDK AD, LLC have agreed to enter into a certain
Promissory Note to be dated of even date with the GWBS/Popmail Note, and GWBS
and SDKINGDM, LLC have agreed to enter into a certain Promissory Note to be
dated of even date with the GWBS/Popmail Note, and other related documents
thereto, all as may be amended further from time to time (collectively, the
"GWBS Loan Documents") pursuant to which Borrower, SDK AD, LLC and SDKINGDM, LLC
will be obligated to pay GWBS an aggregate principal amount for all three notes
of Eight Hundred Seventeen Thousand Dollars ($817,000.00) (the "GWBS Debt").
Pursuant to the GWBS Loan Documents, Borrower, SDK AD, LLC and SDKINGDM, LLC
have granted or will grant GWBS a security interest in the Collateral;

	WHEREAS, Borrower and Shaar are parties to that certain
Loan Agreement dated December 20, 2000 and other related agreements, all as may
be amended further from time to time (collectively, the "Shaar Loan Documents")
pursuant to which Shaar has issued a loan to Borrower in the original principal
amount of Two Hundred Thousand Dollars ($200,000) (the "Shaar Debt").  Pursuant
to the Shaar Loan Agreement, Borrower has granted Shaar a security interest in
the Collateral and the Other Collateral;

	WHEREAS, Borrower and Fairview are parties to that
certain Loan Agreement dated August 24, 1999, as amended pursuant to the
Amendment To Loan Documents and Agreement dated October 30, 2000 and other
related agreements (including the Assignment, Assumption and Modification
Agreement entered into or to be entered into between Fairview  SDK AD, LLC
("SDKAD"), SDKINGDM, LLC ("SDKINGDM") and Popmail.com, inc. concerning the
Fairview Debt (the "Fairview Agreement")), all as may be amended further from
time to time (collectively the "Fairview Loan Documents") pursuant to which
Fairview has issued a loan to Borrower in the original principal amount of Two
Million Dollars ($2,000,000) with a current outstanding principal balance of One
Million Five-Hundred Thousand Dollars ($1,500,000) (the "Fairview Debt").
Pursuant to the Fairview Loan Documents, Borrower has granted Fairview a
security interest in the Collateral (the GSI Loan Documents, GWBS Loan
Documents, Shaar Loan Documents and Fairview Loan Documents are sometimes
collectively referred to herein as the "Loan Documents") (the GSI Debt, GWBS
Debt and the Shaar Debt are sometimes collectively referred to as the
"Subordinate Debt" and GSI, GWBS and Shaar are sometimes collectively referred
to as "Subordinate Lenders" or individually as a "Subordinate Lender"); and

	WHEREAS, GSI, GWBS, Shaar and Fairview, each as a
creditor of Borrower, desire to enter into this Intercreditor Agreement for
purposes of setting forth the relative rights and interests of each party in and
to the collateral pledged by Borrower.

	NOW, THEREFORE, in consideration of the foregoing
Recitals, which are hereby incorporated herein as if fully set forth below, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:

	1. Subordination and Intercreditor Provisions.
	1.1 Subordination.  Subject to Section 1.3 of this
Intercreditor Agreement, each of the Subordinate Lenders agree that each
Subordinate Lender's right to receive scheduled payments of principal and/or
interest under their respective Loan Documents shall be subordinate and junior
to Fairview's right to receive scheduled payments of principal and/or interest
under the Fairview Loan Documents until such time as the Fairview Debt is repaid
in full.
	1.2 Insolvency, Etc.

	(a) Subject to Section 1.3 of
this Intercreditor Agreement, in the event of any insolvency, bankruptcy,
receivership, liquidation, reorganization or other similar proceedings
(collectively, "Bankruptcy Proceedings") relative to the Borrower or to the
Collateral, or in the event of any proceedings for voluntary liquidation,
dissolution or other winding up of the Borrower, whether or not involving
insolvency or bankruptcy, Fairview shall be entitled in any such proceedings to
receive payment from the sale or other distribution of the Collateral on account
of the Fairview Debt before the Subordinate Lenders are entitled in any such
proceedings to receive any payment on account of the Subordinate Debt from the
sale or other distribution of the Collateral, and to that end in any such
proceedings any payment or distribution of any kind or character of the
Collateral, whether in cash or in other property, to which the Subordinate
Lenders would be entitled but for the provisions hereof, shall be delivered to
Fairview to the extent necessary to make payment in full in cash of all Fairview
Debt remaining unpaid.

(b) The Subordinate Lenders at the request of Fairview shall
in any proceedings described in Section 00, in the name of Fairview, file
claims, proofs of claims and other instruments of similar character necessary to
enforce the obligations of the Borrower in respect of the Subordinate Debt.  In
the event that any Subordinate Lender shall fail to take such action within five
business days upon request by Fairview, Fairview may, on behalf of such
Subordinate Lender, demand, sue for, collect and receive any and all such monies
or other assets and give acquittance therefor, file any claim, proof of claim or
other instrument of similar character, and take such other action (in its own
name or in the name of such Subordinate Lender) as Fairview may reasonably deem
necessary or advisable for enforcement of the obligations of the Borrower in
respect of the Subordinate Debt; provided that, Fairview shall have no right to
take any action in the name of any Subordinate Lender related to the Other
Collateral.
	1.3 Other Collateral; Conversion Rights.  
 (a) 	Notwithstanding anything to the contrary in this
Intercreditor Agreement, nothing in this Intercreditor Agreement shall impair
the rights of the Subordinate Lenders to take any and all action to enforce
their respective rights in, or receive payments or distributions on account of a
sale or other disposition of the Other Collateral; provided,
however, the Subordinate Lenders shall not take any action to enforce
their respective rights in the Other Collateral that would have a material
adverse effect on the Collateral; provided further, that any
actions taken by a Subordinate Lender to enforce its rights on Other Collateral
that is not owned or in the possession of the holder of the Collateral shall be
deemed to not cause a material adverse effect on the Collateral.

(b) 	In the event of any Bankruptcy Proceedings relative
to the Borrower or the Other Collateral, or in the event of any proceedings for
voluntary liquidation, dissolution or other winding up of the Borrower, whether
or not involving insolvency or bankruptcy, GSI and Shaar shall be entitled in
any such proceedings to receive payment, on a pro rata basis from the sale or
other distribution of the Other Collateral on account of GSI Debt and Shaar Debt
before Fairview and GWBS are entitled in any such proceedings to receive any
payment on account of the Fairview Debt and GWBS Debt from the sale or other
distribution of the Other Collateral, and to that end in any such proceedings
any payment or distribution of any kind or character of the Other Collateral,
whether in cash or in other property, to which Fairview or GWBS would be
entitled but for the provisions hereof, shall be delivered to GSI and Shaar to
the extent necessary to make payment in full in cash of all GSI Debt and Shaar
Debt remaining unpaid.



(c) 	Notwithstanding anything to the contrary in this
Intercreditor Agreement, the Subordinate Lenders are permitted at any time to
exercise their rights to convert any of the Subordinate Debt into the common
stock of Borrower or accept any prepayments or payments on the Subordinate Debt
that are made with the Borrower's common stock or other equity securities of
Borrower.



	2. Security Interests;
Priority.
	2.1 Notwithstanding any conflicting terms or conditions
which may be contained in any of the Loan Documents, the time of filing or
renewal of any financing statement, the time of attachment of any security
interest or any other priority provided by law: (a) the security interests upon
the Collateral evidenced by the Fairview Loan Documents shall have priority over
all other security interests upon the Collateral evidenced by the Loan
Documents;  (b) the security interests upon the Collateral of GWBS evidenced by
the GWBS Loan Documents shall have priority over all other security interests
upon the Collateral evidenced by the Loan Documents, except those evidenced by
the Fairview Loan Documents; and (c) the security interests upon the Collateral
of GSI and Shaar shall be subordinate to all security interests evidenced by the
Fairview Loan Documents and GWBS Loan Documents and shall be pari passu with
respect to each other as evidenced by that certain Intercreditor Agreement
between GSI and Shaar dated December 21, 2000 (the "GSI/Shaar Intercreditor
Agreement").  Notwithstanding anything to the contrary herein, this
Intercreditor Agreement shall not affect the rights and obligations between
Shaar and GSI as set forth in the GSI/Shaar Intercreditor Agreement.
	2.2 Each Lender shall be solely responsible for
perfecting and maintaining the perfection of its security interests in and to
each item constituting the Collateral in which such Lender has been granted a
security interest.  The provisions of this Intercreditor Agreement are intended
solely to govern the respective lien priorities as between the Lenders and,
except as set forth herein, shall not impose on any Lender any obligations in
respect of the disposition of proceeds of foreclosure on any Collateral which
would conflict with prior perfected claims therein in favor of any other person
or any order or decree of any court or governmental authority or any applicable
law.  Notwithstanding anything to the contrary herein, the relative priority
arrangements set forth in this Intercreditor Agreement are expressly conditioned
on the non-avoidability and perfection of the security interests and/or liens
evidenced by the Loan Documents and if the security interests and/or liens
evidenced by the Loan Documents are not perfected or are voidable for any
reason, then such relative priority arrangements set forth herein shall not be
effective to the extent of any such avoidability or non-perfection;
provided, however, that this condition shall be null and void and
of no effect if at any time any Lender shall directly or indirectly take any
action to contest or challenge the validity, legality, enforceability,
perfection, priority or avoidability of any other Lender's loans or documents or
any of the security interests and/or liens of any other Lender in any of the
Collateral or if such action is taken by SDKAD or SDKINGDM while Fairview is the
manager of either such entity.
	2.3 The lien priorities provided in this Section 0 shall
not be altered or otherwise affected by any amendment, modification, supplement,
extension, renewal, restatement or refinancing of any indebtedness evidenced by
any of the Loan Documents.  The respective rights and priorities of each Lender
in any assets of the Borrower not specified herein shall not be affected in any
way by this Intercreditor Agreement.
	3. Default Under the Loan Documents.

	3.1 In the event that Borrower shall cause or permit
to occur an event of default under any of the Loan Documents, such Lender that
is a party to any such Loan Document (a "Notifying Lender") will, upon becoming
aware of the existence of such event of default, use its best efforts to notify
all other Lenders of the existence of such event of default.  Receipt by any
Lender of such a notice of default shall not cause any Lender to be obligated to
cure any such default.  Failure of a Notifying Lender to provide such notice of
default shall not result in any liability to any Lender in the absence of gross
negligence or willful misconduct.  Upon receiving notice from a Notifying Lender
of an event of default for failure to pay monies due and owing to any Lender
under any Loan Document, any Lender may, but is not required to, cure such
payment default on behalf of Borrower within ten (10) business days of receiving
notice of the payment default from a Notifying Lender.  During such ten (10)
business day period, if any Lender cures such payment default, Lenders shall not
take any action against Borrower with respect to such default.  In the event
that any Lender elects to cure such payment default, any amount such Lender pays
to any other Lender to cure Borrower's payment default shall be considered a
portion of Borrower's indebtedness to such Lender.
	3.2 In the event that a default or an event of default
exists with respect to any of the Loan Documents, the applicable Lender may,
after providing written notice of such default to all other Lenders and subject
to the provisions of this Intercreditor Agreement, take any action it deems
appropriate to enforce its rights and remedies under the Loan Documents and its
security interests in or liens on, or exercise any other rights or remedies to
foreclose or otherwise realize upon, any of the Collateral.
	3.3 In the event Borrower defaults on its obligations to
any Lender and, as a result, any Lender undertakes to enforce its security
interest in the Collateral, each Lender agrees that it will not hinder, delay or
otherwise prevent such Lender from taking any and all action which such Lender
deems necessary to enforce its security interest in said Collateral and to
realize thereon.  Lenders agree that, to the extent any Lender receives any
proceeds directly from any bank account, any account debtor or from the sale of
any Collateral, then such Lender shall distribute such proceeds in accordance
with the terms of this Intercreditor Agreement.  To the extent that any Lender
retains any Collateral pursuant to its respective rights as a secured party,
such Collateral shall be divided among the Lenders in accordance with the terms
of this Intercreditor Agreement. 
	4. Standstill.  (a) Notwithstanding anything to
the contrary in Section 3.3, or the rights of any Lender under applicable law or
any provision of the Loan Documents to the contrary, each Subordinate Lender
hereby covenants that it shall not: 

(i)	(A) accelerate payment of any indebtedness or any
portion thereof under the Loan Documents, or  (B) take any other action to
enforce its rights under the Loan Documents, until the earlier of 60 days
following the effective date hereof or the execution of the Fairview Agreement;
provided that, each Lender may take any action to enforce its
rights under the Loan Documents during such 60-day period in the event that a
creditor of the Borrower who is not a party to this Agreement takes any action
or provides notice to a Lender of its intent to take any action against Borrower
to enforce its rights against the Borrower; and
(ii) 	take any action to enforce their respective rights
in, or receive payments or distributions on account of a sale or other
disposition of the Collateral upon an event of default under a Subordinate
Lender's Loan Documents so long as:







(A) 	the Fairview Debt is outstanding; and 




(B) 	(1) the Borrower, its guarantors or assigns are not
in default on the Fairview Loan Documents, or (2) in the event that the
Borrower, its guarantors or assigns are in default on the Fairview Loan
Documents, Fairview has either taken no action  to enforce its rights under the
Fairview Loan Documents or the only action it takes is to take over as manager
of SDKAD and/or SDKINGDM pursuant to its rights under the Fairview Loan
Documents; 



provided that, nothing herein shall impair the
rights of the Subordinate Lenders to take any and all action to enforce their
respective rights in the Other Collateral pursuant to Section 1.3(a) of this
Agreement. 







Notwithstanding anything to the contrary in Section 3.3,
or the rights of any Lender under applicable law or any provision of the Loan
Documents to the contrary, Fairview hereby covenants that it shall not:


accelerate payment of any indebtedness or any portion
thereof under the Fairview Loan Documents, or  (B) take any other action to
enforce its rights under the Fairview Loan Documents, until the earlier of 60
days following the effective date hereof or the execution of the Fairview
Agreement; provided that, Fairview may take any action to enforce
its rights under the Loan Documents during such period in the event that a
creditor of the Borrower who is not a party to this Agreement takes any action
or provides notice to Fairview of its intent to take any action against Borrower
to enforce its rights against the Borrower; and






(ii) 	take any action to enforce its rights in, or receive
payments or distributions on account of a sale or other disposition of the
Collateral upon an event of default of Popmail.com, inc. under the Fairview Loan
Documents so long as (A) an event of default by SDKAD or SDKINGDM (as assignees
of the Fairview Debt) has not occurred, and (B) if such event of default of
Popmail.com, inc. is due to a failure to make payments when due, SDKAD and
SDKINGDM assume the balance of the Fairview Debt not assumed by them under the
Fairview Agreement within the applicable time period provided for in the
Fairview Agreement.

		(c) 	Notwithstanding anything to the contrary in
this Section 4, but subject to Section 1.2, in the event of any Bankruptcy
Proceeding relative to SDKAD, SDKINGDM or the Collateral, or in the event of any
proceedings for voluntary liquidation, dissolution or other winding up of SDKAD
or SDKINGDM, whether or not involving insolvency or bankruptcy, the Subordinate
Lenders may take any and all action to enforce their respective rights under
their respective Loan Documents.

	5. Prepayments.  Subject to Section 1.3
of this Intercreditor Agreement, without the prior written consent of Fairview,
no Subordinate Lender shall be entitled to receive or retain any optional
prepayment (in cash, property, by set-off or otherwise) of or on account of any
Subordinate Debt.  

	6. Turn-Over of Payments Received.  In the
event that the Borrower shall make any payment on the Subordinate Debt which the
holders thereof are not permitted to receive and retain pursuant to the terms of
this Agreement, such payment shall be held in trust for the benefit of, and
shall be paid over promptly on demand to, Fairview for application to the
payment of all Fairview Debt remaining unpaid until the same shall have been
paid in full in cash, after giving effect to any concurrent payment or
distribution to Fairview.  No such payments or distributions to Fairview by any
Subordinate Lender shall be deemed to discharge any of such Subordinate
Debt.

	7. Representations and Warranties.  As a
material inducement to each other Lender to enter into this Intercreditor
Agreement, each Lender hereby represents and warrants to each other Lender that
the following are true and correct as of the date hereof and shall remain true
and correct so long as this Intercreditor Agreement is in effect:

	7.1 the execution, delivery and performance of this
Intercreditor Agreement has been duly authorized by such Lender and does not
contravene any law, any provision of the Loan Documents or any agreement to
which such Lender is a party or by which it is bound;
	7.2 this Intercreditor Agreement constitutes the legal,
valid and binding obligation of such Lender and is binding and enforceable in
accordance with its terms; and
	7.3 the Loan Documents to which such Lender is a party
are in the form of the copies thereof made available to each Lender, and no
amendment, waiver or modification thereof shall be permitted without the written
consent of all other Lenders, which shall not be unreasonably withheld or
delayed.
	8. Term; Default.  

	8.1 This Intercreditor Agreement shall continue for
so long as any Lender has a security interest in the Collateral.  This
Intercreditor Agreement shall remain in full force and effect notwithstanding
the filing of a petition for relief by or against Borrower under the United
States Bankruptcy Code. 



8.2	Nothing contained herein, or in any prior agreement or
understanding, shall be deemed to create any duty on the part of any Lender to
extend or continue financial accommodations to Borrower.



8.3	Notwithstanding anything to the contrary in the Loan
Documents or this Intercreditor Agreement, Lenders acknowledge and agree that
any additional indebtedness up to $4,000,000 of Borrower under the GSI Loan
Documents and additional indebtedness up to $500,000 of Borrower under the
Fairview Loan Documents shall not be considered an event of default or breach of
this Intercreditor Agreement or the Loan Documents and Borrower shall not be
required to obtain the consent of the Lenders to enter into any such
indebtedness; provided, however, such additional indebtedness
shall be subject to the terms of this Intercreditor Agreement.  The additional
indebtedness of  up to $500,000 under the Fairview Loan Documents shall be
considered as part of the Fairview Debt for purposes of this Agreement.
8.4	Notwithstanding anything to the contrary in the Loan
Documents or this Intercreditor Agreement, Lenders hereby consent to the
purchase by SDK AD, LLC, an Ohio limited liability company, from the Borrower of
the Collateral associated with the MOA Restaurant and the purchase by SD KINGDM,
LLC, an Ohio limited liability company, from the Borrower of the Collateral
associated with the Denver Restaurant, and hereby waive any default under each
Lender's Loan Documents that such a sale of the Collateral may create;
provided, however, Borrower shall provide five (5) business days
prior written notice to each Lender and shall cause SDK AD, LLC and SD KINGDM,
LLC to execute any and all documents deemed necessary by any Lender to continue
and maintain the Collateral and Lender's lien position in the Collateral,
including but not limited to filing all appropriate UCC's which shall have the
same priority as set forth herein.  The Collateral shall continue to be subject
to the terms and conditions of this Intercreditor Agreement.
	9. Miscellaneous.
	9.1 Neither of the parties
hereto, nor any of their managers, members, officers, agents or employees, shall
be responsible to any other party hereto or to any other person for: (a)
Borrower's solvency, financial condition or ability to repay its indebtedness to
any party hereto; (b) any oral or written statements of Borrower; or (c) the
validity, sufficiency or enforceability of any indebtedness, any agreements or
documents or the security interests and liens granted by Borrower to any party
hereto. Each party hereto has entered into its respective agreements, documents
and financing agreements with Borrower based upon its own independent
investigation, and makes no warranty or representation to any other party
hereto, with respect to the matters referred to in this Section 0.
	9.2 Nothing contained herein, or in any prior agreement
or understanding, shall be deemed to create any duty on the part of any Lender
to extend or continue to extend financial accommodations to Borrower.  
	9.3 Each Lender irrevocably waives any right to compel
any other Lender to marshal assets of the Borrower.
	9.4 Any notice required or desired to be served, given or
delivered hereunder shall be in the form and manner specified below, and shall
be addressed to the party to be notified as follows:
		If to GSI, to:				If to GWBS:

		SDK Investments, Inc.			Great Western
Business Services, Inc.
		c/o Barycenter Capital Management	14643 Dallas
Parkway, Suite 650
		PMB 329				Dallas, Texas 75240
		1232 W. Kemper Road			
		Cincinnati, Ohio 45240
		Attn: Stephen D.  King

		If to Shaar, to:				If to Fairview,
to:

		The Shaar Fund Ltd. 			Fairview Partners
		c/o Levinson Capital Management		5807 McCray
Court
		2 World Trade Center, Suite 1820		Cincinnati,
Ohio 45224
		New York, New York 10048			
		Attention:  Samuel Levinson

or to such other address as each party designates to the
other parties by notice in the manner herein prescribed.  Notice shall be deemed
given hereunder if (i) delivered personally or otherwise actually received, (ii)
sent by nationally recognized overnight courier service, (iii) mailed by first-
class United States mail, postage prepaid, certified, with return receipt
requested, or (iv) sent via telecopy machine with a duplicate signed copy sent
on the same day as provided in clause (ii) above.  Notice mailed as provided in
clause (iii) above shall be effective upon the expiration of five (5) business
days after its deposit in the United States mail, and notice telecopied as
provided in clause (iv) above shall be effective upon delivery of such telecopy
if the duplicate signed copy is sent under clause (iv) above.  Notice given in
any other manner described in this section shall be effective upon receipt by
the addressee thereof; provided, however, that if any notice is tendered to an
addressee and delivery thereof is refused by such addressee, such notice shall
be effective upon such tender unless otherwise expressly set forth in such
notice.

	9.5 THIS AGREEMENT SHALL BE DEEMED TO HAVE BEEN MADE IN
THE STATE OF OHIO AND THE VALIDITY OF THIS AGREEMENT, ITS CONSTRUCTION,
INTERPRETATION AND ENFORCEMENT, AND THE RIGHTS OF THE PARTIES HEREUNDER, SHALL
BE DETERMINED UNDER, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF OHIO. THE PARTIES HERETO AGREE THAT ALL ACTIONS OR PROCEEDINGS
ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE TRIED AND LITIGATED ONLY IN
THE STATE OR FEDERAL COURTS LOCATED IN HAMILTON COUNTY, OHIO.
	9.6 This Intercreditor Agreement shall be binding and
deemed effective when executed by each of the parties hereto.  This
Intercreditor Agreement shall bind, and inure to the benefit of, the respective
successors and assigns of each of the parties hereto, and shall be effective
before and after any bankruptcy filing by or against Borrower.
	9.7 The invalidity, illegality or unenforceability of any
provision in or obligation under this Intercreditor Agreement shall not affect
or impair the validity, legality or enforceability of the remaining provisions
or obligations under this Intercreditor Agreement.
	9.8 It is not the intent of either the parties hereto
that Borrower be a third party beneficiary hereunder or have any other rights
with respect to this Intercreditor Agreement.
	9.9 This Intercreditor Agreement cannot be changed,
amended, modified or terminated except by a written agreement signed by the duly
authorized officers of the parties hereto.  All prior agreements,
understandings, representations, warranties, and negotiations, if any, are
merged into this Agreement.
	9.10 LENDERS, TO THE EXTENT EACH
MAY LEGALLY DO SO, HEREBY EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY
CLAIM, DEMAND, ACTION, CAUSE OF ACTION OR PROCEEDING ARISING UNDER OR OUT OF
THIS AGREEMENT OR IN ANY WAY CONNECTED WITH OR RELATED TO, OR INCIDENTAL TO, THE
DEALINGS OF THE PARTIES HERETO WITH RESPECT TO THIS AGREEMENT OR THE
TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER
ARISING, AND IRRESPECTIVE OF WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.
LENDERS, TO THE EXTENT EACH MAY LEGALLY DO SO, HEREBY AGREE THAT ANY SUCH CLAIM,
DEMAND, ACTION, CAUSE OF ACTION, OR PROCEEDINGS SHALL BE DECIDED BY A COURT
TRIAL WITHOUT A JURY AND THAT EITHER PARTY HERETO MAY FILE AN ORIGINAL
COUNTERPART OR COPY OF THIS SECTION 0 WITH ANY COURT AS WRITTEN EVIDENCE OF THE
CONSENT BY THE UNDERSIGNED TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.
 	9.11 For purposes of this Agreement, the term "Borrower"
shall include any successors and assigns to Borrowers duties and obligations
under any of the Loan Documents, including, without limitation, SDKAD and
SDKINGDM.
 	9.12 Each Subordinate Lender acknowledges and consents
to Borrower assigning and SDKAD and SDKINGDM assuming a portion of the Fairview
Debt in accordance with the terms of the Fairview Agreement.
9.13 	This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which shall
together constitute one and the same instrument.




[SIGNATURE PAGE TO FOLLOW]

	IN WITNESS WHEREOF, this Intercreditor Agreement has been
duly executed and delivered by each of the parties hereto as of the date first
written above.





			GREAT WESTERN BUSINESS SERVICES, INC.




WITNESS:

_________________________________		By:________________________________<
/P>





			Name:______________________________




_________________________________		Title:______________________________
_



				FAIRVIEW PARTNERS




_________________________________		By:________________________________<
/P>









	Name:______________________________








_________________________________		Title:______________________________
_

						THE SHAAR FUND LTD.







		By:	Levinson Capital Management
















_________________________________		By:______________________________
						Name:	Sam Levinson 
_________________________________		Title:	Managing Director 

						GSI VENTURES, LLC 











By:	SDK Investments, Inc. (Manager
	of GSI Ventures, LLC)











_________________________________		By:_____________________________











Name:	Stephen D. King 










_________________________________		Title:	President


STATE OF ________________	)
				)SS:
COUNTY OF ______________	)

	This instrument was acknowledged before us this ________
day of _______________, 2001 by ___________________________,
____________________________ of Great Western Business Services, Inc., a Texas
corporation, on behalf of the corporation.

						________________________________________

						Notary Public

STATE OF ________________	)
				)SS:
COUNTY OF ______________	)

	This instrument was acknowledged before us this ________
day of _______________, 2001 by ___________________________,
____________________________ of Fairview Partners, an Ohio general partnership,
on behalf of the partnership.

						________________________________________

						Notary Public

STATE OF ________________	)
				)SS:
COUNTY OF ______________	)

	This instrument was acknowledged before us this ________
day of _______________, 2001 by Sam Levinson, Managing Director of Levinson
Capital Management, on behalf of the The Shaar Fund Ltd.

						________________________________________

						Notary Public

STATE OF ________________	)
				)SS:
COUNTY OF ______________	)

	This instrument was acknowledged before us this ________
day of _______________, 2001 by Stephen D. King, President of SDK Investments,
Inc., Manager of GSI Ventures, LLC, an Ohio limited liability company, on behalf
of the limited liability company.

						________________________________________

						Notary Public



ACKNOWLEDGMENT BY

POPMAIL.COM, INC.



The undersigned hereby acknowledges that it has received a
copy of the foregoing Intercreditor Agreement by and between Great Western
Business Services, Inc., The Shaar Fund Ltd., GSI Ventures, LLC and Fairview
Partners (the "Intercreditor Agreement"), and consents thereto, and agrees to
recognize all priorities and other rights granted therein to the parties hereto,
and the undersigned will not do any act or perform any obligation which is not
in accordance with the priorities and agreements set forth in the Intercreditor
Agreement. 

Dated:	_______________, 2001



								POPMAIL.COM, INC.
WITNESS:

______________________________				By:____________________________
____

______________________________				Name:__________________________
____

								Title:_______________________________


STATE OF ________________	)
				)SS:
COUNTY OF ______________	)

	This instrument was acknowledged before us this ________
day of _______________, 2001 by ___________________________,
____________________________ of Popmail.com, inc., a Minnesota corporation, on
behalf of the corporation.

						________________________________________

						Notary Public


ACKNOWLEDGMENT BY

SDK AD, LLC


The undersigned hereby acknowledges that it has received a
copy of the foregoing Intercreditor Agreement by and between Great Western
Business Services, Inc., The Shaar Fund Ltd., GSI Ventures, LLC and Fairview
Partners (the "Intercreditor Agreement"), and consents thereto, and agrees to
recognize all priorities and other rights granted therein to the parties hereto,
and the undersigned will not do any act or perform any obligation which is not
in accordance with the priorities and agreements set forth in the Intercreditor
Agreement. 

Dated:	_______________, 2001



								SDK AD, LLC
WITNESS:
								By:  SDK Investments, Inc.
__________________________

__________________________					By:
________________________________



								Stephen D. King, President



STATE OF ________________	)
				)SS:
COUNTY OF ______________	)

	This instrument was acknowledged before us this ________
day of _______________, 2001 by Stephen D. King, President of SDK Investments,
Inc., Manager of SDK AD, LLC, an Ohio limited liability company, on behalf of
the limited liability company.

						________________________________________

						Notary Public

ACKNOWLEDGMENT BY

SD KINGDM, LLC



The undersigned hereby acknowledges that it has received a
copy of the foregoing Intercreditor Agreement by and between Great Western
Business Services, Inc., The Shaar Fund Ltd., GSI Ventures, LLC and Fairview
Partners (the "Intercreditor Agreement"), and consents thereto, and agrees to
recognize all priorities and other rights granted therein to the parties hereto,
and the undersigned will not do any act or perform any obligation which is not
in accordance with the priorities and agreements set forth in the Intercreditor
Agreement. 

Dated:	_______________, 2001



							SD KINGDM, LLC
WITNESS:
							By:  SDK Investments, Inc.
____________________________

____________________________				By:
_________________________________
								Stephen D. King, President


STATE OF ________________	)
				)SS:
COUNTY OF ______________	)

	This instrument was acknowledged before us this ________
day of _______________, 2001 by Stephen D. King, President of SDK Investments,
Inc., Manager of SD KINGDM, LLC, an Ohio limited liability company, on behalf of
the limited liability company.

						________________________________________

						Notary Public



















-----END PRIVACY-ENHANCED MESSAGE-----

EX-10.23

EXHIBIT 10.23

Schedule of Warrants Issued in Connection with Series A 8% Convertible Preferred Stock

Date of	Name of		Warrant	Number		Expiration
Issuance	Holder	 	No. 	Shares		Date /Status

5/14/99	The Shaar Fund, Ltd	A-1	300,000		5/14/2004
						Cancelled

5/14/99	Progressive Group	A-2	150,000		5/14/2004


NOTE:  All share amounts and exercise
prices reflect pre-split values.




















EX-10.29
22
exh1029.htm
EXHIBIT












EXHIBIT 10.29


Schedule of Warrants
Issued in Connection with Series C 8% Convertible Preferred
Stock

Date of	Name of 		Warrant	Number		Exercise Price
Issuance	Recipient		No.	Shares		Expiration Date

11/12/99	The Shaar Fund, Ltd.	C-1	100,000		$3.00
						7/13/2004
						Cancelled

7/13/99	Progressive Group	C-2	150,000		$3.00
						7/13/2004

11/12/99	The Shaar Fund, Ltd.	C-1b	100,000		$3.00
						7/13/2004
						Cancelled

11/12/99	The Shaar Fund, Ltd.	C-3	200,000		$2.00
						7/13/2004
						Cancelled



Note:  All share numbers and exercise prices are pre-split values.




















EX-10.33
23
exh1033.htm
EXHIBIT










EXHIBIT 10.33


Schedule of Warrants
Issued in Connection with Series D 8% Convertible Preferred
Stock

Date of		Name of		Warrant		Number		Expiration Date
Issuance		Recipient		No.		Shares


8/31/99		The Shaar Fund, Ltd.	D-1		300,000		8/31/2004
								Cancelled

8/31/99		Progressive Group	D-2		150,000		8/31/2004

Note:  All share amounts are pre-split
values.




















EX-10.52
24
exh1052.htm
EXHIBIT












Exhibit 10.52

STOCK PURCHASE AGREEMENT
By and Between
NETCALENDAR, INC.
and
POPMAIL.COM, INC.
______________________________
August __, 2000
______________________________






STOCK PURCHASE AGREEMENT


This Stock Purchase Agreement (the "Agreement") is entered into as of
August 8, 2000 (the "Effective Date") by and between NetCalendar, Inc., a
corporation organized under the laws of the State of Delaware (hereinafter
"NetCalendar"), and PopMail.com, inc., a Minnesota corporation
("PopMail").



W I T N E S S E T H:


WHEREAS, PopMail desires to purchase 27,624 shares of NetCalendar common
stock, par value $0.01 per share (the "Shares") and NetCalendar is willing to
sell the Shares to PopMail pursuant to the terms, and subject to the conditions
set forth hereinafter.
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
A G R E E M E N T:




PURCHASE AND SALE OF STOCK


Purchase and Sale.  Pursuant to the terms, and subject to the
conditions set forth herein, NetCalendar shall issue and sell the Shares to
PopMail, and PopMail shall purchase the Shares from NetCalendar for the price of
$1,000,000 (the "Purchase Price") payable in the manner specified in Section
1.2.

Payment of the Purchase Price. The Purchase Price shall be paid in
shares of PopMail common stock, $.01 par value, ("Purchase Price Shares")
delivered to NetCalendar at the closing (the "Closing") of the purchase
transaction contemplated herein selected by mutual agreement of the parties, but
not later than August 26, 2000 (the "Initial Closing Date").  For purposes of
this Section 1.2, the Purchase Price Shares shall be valued at the average
closing share price of PopMail common stock for the ten consecutive trading days
preceding the second business day prior to the Initial Closing Date (the
"Initial Closing Share Price"); provided, however, that PopMail
shall not be obligated to issue shares of its common stock at an effective per
share price of less than $.50.  If the average closing share price of PopMail
common stock for the ten consecutive trading days preceding the second business
day prior to the Initial Closing Date is less than $.50, PopMail shall offer to
NetCalendar Purchase Price Shares at an effective per share price of $.50 and
NetCalendar shall have the option to accept such offer (in which event the
Initial Closing Share Price shall be $.50) or to reject such offer and terminate
this Agreement pursuant to Section 6.1.
The Closing.  The Closing shall take place at the offices of Maslon
Edelman Borman & Brand, LLP, 3300 Wells Fargo Center, Minneapolis, MN 55402.
At the Closing, NetCalendar shall deliver to PopMail a certificate representing
the Shares in a form reasonably satisfactory to PopMail and its counsel and duly
executed by authorized officers of NetCalendar. At the Closing, PopMail shall
deliver to NetCalendar certificates representing the Purchase Price Shares in a
form reasonably satisfactory to NetCalendar and its counsel and duly executed by
authorized officers of PopMail. 
Supplemental Closing.  During the seven (7) business day period
commencing on the 435th day following the Initial Closing Date, NetCalendar
shall make the following determinations:  (a) the average per share selling
price (the "Average Selling Price") of all Purchase Price Shares, if any, sold
by NetCalendar during the 15-month period beginning upon the Initial Closing
Date pursuant to the provisions of Section 5.2 hereof, and (b) the number of
Purchase Price Shares, if any, which NetCalendar offered for sale at any time
pursuant to the provisions of Section 5.2 hereof, but was not able to sell due
to lack of a buyer during the applicable period (the "Unsold Purchase Price
Shares").  NetCalendar shall provide to PopMail written notice of each such
determination in reasonable detail, which notice shall include a certificate
containing any Unsold Purchase Price Shares (the "Lookback Notice").  If the
Average Selling Price of Purchase Price Shares sold by NetCalendar during such
period is less than the Initial Closing Share Price of such shares, NetCalendar
shall have the right to receive additional cash or, at PopMail's option, shares
of PopMail common stock ("Supplemental Purchase Price Shares") equal in value to
the amount by which the Initial Closing Share Price exceeds the Average Selling
Price, multiplied by the number of Purchase Price Shares sold by NetCalendar
during such 15-month period (such amount constituting the "Supplemental Purchase
Price").  In addition to the Supplemental Purchase Price, to the extent
NetCalendar has returned any Unsold Purchase Price Shares with the Lookback
Notice, NetCalendar shall have the right to receive, in exchange therefor, such
number of NetCalendar Shares as provided  below.  On the 10th business day
following the date of the Lookback Notice delivered in accordance herewith(the
"Supplemental Closing Date"), PopMail shall deliver to NetCalendar (a) either
cash or one or more certificates executed by duly authorized officers of PopMail
representing Supplemental Purchase Price Shares equal in value to the
Supplemental Purchase Price, and (b) such number of Shares as shall have been
purchased by PopMail with the Unsold Purchase Price Shares as of the Initial
Closing Date.  For purposes of this Section 1.4, the value of the Supplemental
Purchase Price Shares shall be equal to the average closing share price of
PopMail common stock for the ten consecutive trading days preceding the second
business day prior to the Supplemental Closing Date.  In the event that the
Supplemental Registration Statement is not declared effective by the Securities
and Exchange Commission (the "SEC") on or before the Supplemental Registration
Due Date, or is not maintained effective throughout the Supplemental
Registration Period, pursuant to the provisions of Section 5.3 hereof,
NetCalendar shall be entitled to return to PopMail certificates representing
such number of Supplemental Purchase Price Shares as shall then be held by
NetCalendar (such shares representing the "Unrealized Supplemental Purchase
Price") and PopMail shall, within five (5) days following receipt of same,
either pay to NetCalendar the Unrealized Supplemental Purchase Price in cash or
return to NetCalendar that number of Shares as shall have been equivalent in
value to the Unrealized Supplemental Purchase Price as of the Initial Closing
Date.


REPRESENTATIONS AND WARRANTIES


Representations and Warranties of NetCalendar.  NetCalendar
hereby represents and warrants to PopMail as of the date hereof as follows:


Organization and Qualification.  NetCalendar is a corporation,
validly existing and in good standing under the laws of the State of Delaware,
with the requisite corporate power and authority to own and use its properties
and assets and to carry on its business as currently conducted.  NetCalendar is
duly qualified to do business and is in good standing as a foreign corporation
in each jurisdiction in which the nature of the business conducted or property
owned by it makes such qualification necessary, except where the failure to be
so qualified or in good standing, as the case may be, could not, individually or
in the aggregate, (x) adversely affect the legality, validity or enforceability
of the Shares or this Agreement, (y) have a material adverse effect on the
results of operations, assets, or financial condition of NetCalendar, or (z)
adversely impair NetCalendar's ability to perform fully on a timely basis its
material obligations under this Agreement (a "Material Adverse Effect").
Authorization; Enforcement.  NetCalendar has the requisite corporate
power and authority to enter into and to consummate the transactions
contemplated by this Agreement and to otherwise carry out its obligations
thereunder. The execution and delivery of this Agreement by NetCalendar and the
consummation by it of the transactions contemplated hereby have been duly
authorized by all necessary action on the part of NetCalendar. This Agreement
has been duly executed by NetCalendar and when delivered in accordance with the
terms hereof shall constitute the legal, valid and binding obligation of
NetCalendar enforceable against NetCalendar in accordance with its terms, except
as such enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating to, or
affecting generally the enforcement of, creditors' rights and remedies or by
other equitable principles of general application.  NetCalendar is not in
violation of any provision of its certificate of incorporation, bylaws or other
charter documents.
Capitalization.  The authorized, issued and outstanding capital stock
of NetCalendar is set forth in Schedule 2.1(c).  The only shares of currently
issued and outstanding NetCalendar capital stock (including shares of common
stock) entitled to preemptive or similar rights are shares of Series A, B and C
Convertible Preferred Stock. Except as disclosed in Schedule 2.1(c), there are
no outstanding options, warrants, script rights to subscribe to, calls or
commitments of any character whatsoever relating to, or, securities, rights or
obligations convertible into or exchangeable for, or giving any person any right
to subscribe for or acquire any shares of common stock, or contracts,
commitments, understandings, or arrangements by which NetCalendar is or may
become bound to issue additional shares of common stock, or securities or rights
convertible or exchangeable into shares of common stock. 
Issuance of the Shares.  The Shares are duly authorized, and, when
issued against payment as contemplated by this Agreement, shall be validly
issued.
No Conflicts.  The execution, delivery and performance of this
Agreement by NetCalendar and the consummation by NetCalendar of the transactions
contemplated hereby do not and will not (i) conflict with or violate any
provision of its certificate of incorporation, bylaws or other charter documents
(each as amended through the date hereof), (ii) conflict with, or constitute a
default (or an event which with notice or lapse of time or both would become a
default) under, or give to others any rights of termination, amendment,
acceleration or cancellation of, any agreement, indenture or instrument
(evidencing a NetCalendar debt or otherwise) to which NetCalendar is a party or
by which any property or asset of NetCalendar is bound or affected, or (iii)
result in a violation of any law, rule, regulation, order, judgment, injunction,
decree or other restriction of any court or governmental authority to which
NetCalendar is subject (including federal and state securities laws and
regulations), or by which any property or asset of NetCalendar is bound or
affected, except in the case of each of clauses (ii) and (iii), as could not,
individually or in the aggregate, have or result in a Material Adverse Effect.
The business of NetCalendar is not being conducted in violation of any law,
ordinance or regulation of any governmental authority, except for violations
which, individually or in the aggregate, could not have or result in a Material
Adverse Effect.
Consents and Approvals.  NetCalendar is not required to obtain any
consent, waiver, authorization or order of, or make any filing or registration
with, any court or other federal, state, local, foreign or other governmental
authority or other Person (defined below) in connection with the execution,
delivery and performance by NetCalendar of this Agreement other than where the
failure to obtain such consent, waiver, authorization or order, or to give or
make such notice or filing, could not have or result in, individually or in the
aggregate, a Material Adverse Effect.  NetCalendar shall deliver to PopMail the
Shares in the manner contemplated hereby free and clear of all liens and
encumbrances of any nature whatsoever. A "Person" means an individual or
corporation, partnership, trust, incorporated or unincorporated association,
joint venture, limited liability company, joint stock company, government (or an
agency or subdivision thereof) or other entity of any kind.
Litigation; Proceedings.  Except as specifically disclosed in
Schedule 2.1(g), there is no action, suit, notice of violation, proceeding or
investigation pending or, to the knowledge of NetCalendar, threatened against or
affecting NetCalendar or any of its properties before or by any court,
governmental or administrative agency or regulatory authority (federal, state,
county, local or foreign) which (i) adversely affects or challenges the
legality, validity or enforceability of this Agreement or the Shares or (ii)
could, individually or in the aggregate, have or result in a Material Adverse
Effect.
No Default or Violation.  NetCalendar (i) is not in default under or
in violation of (and has not received notice of a claim that it is in default
under or that it is in violation of) any indenture, loan or credit agreement or
any other agreement or instrument to which it is a party or by which it or any
of its properties is bound, (ii) is not in violation of any order of any court,
arbitrator or governmental body, or (iii) is not in violation of any statute,
rule or regulation of any governmental authority, except as could not
individually or in the aggregate, have or result in, a Material Adverse
Effect.
Private Offering.  Assuming the accuracy of the representations and
warranties of PopMail set forth in Sections 2.2(h), (i) and (j), the offer,
issuance and sale of the Shares to PopMail as contemplated hereby are exempt
from the registration requirements of the Securities Act of 1933, as amended
(the "Securities Act").
Investment Intent.  NetCalendar is acquiring the Purchase Price
Shares, and may acquire the Supplemental Purchase Price Shares, for
NetCalendar's own account for investment purposes only and not with a view to or
for distributing or reselling such securities except pursuant to a registration
statement then effective under the Securities Act.
Access to Information. NetCalendar acknowledges that NetCalendar has
been afforded (i) the opportunity to ask such questions as NetCalendar has
deemed necessary of, and to receive answers from, representatives of PopMail
concerning the merits and risks of investing in the Purchase Price Shares and
the Supplemental Purchase Price Shares; (ii) access to information about PopMail
and PopMail's financial condition, results of operations, business, properties,
management and prospects sufficient to enable NetCalendar to evaluate
NetCalendar's investment; and (iii) the opportunity to obtain such additional
information which PopMail possesses or can acquire without unreasonable effort
or expense that is necessary to make an informed investment decision.
Reliance. NetCalendar understands and acknowledges that (i) the
Purchase Price Shares and the Supplemental Purchase Price Shares are being
issued to NetCalendar without registration under the Securities Act in a private
placement that is exempt from the registration provisions of the Securities Act
and (ii) the availability of such exemption, depends in part on, and PopMail
will rely upon the accuracy and truthfulness of, the foregoing representations
and NetCalendar hereby consents to such reliance.

Representations and Warranties of PopMail.  PopMail hereby represents
and warrants to NetCalendar as of the date hereof as follows:


Organization and Qualification.  PopMail is a corporation, validly
existing and in good standing under the laws of the State of Minnesota, with the
requisite corporate power and authority to own and use its properties and assets
and to carry on its business as currently conducted.  PopMail is duly qualified
to do business and is in good standing as a foreign corporation in each
jurisdiction in which the nature of the business conducted or property owned by
it makes such qualification necessary, except where the failure to be so
qualified or in good standing, as the case may be, could not, individually or in
the aggregate, (x) adversely affect the legality, validity or enforceability of
the Purchase Price Shares, the Supplemental Purchase Price Shares or this
Agreement, (y) have a material adverse effect on the results of operations,
assets, or financial condition of PopMail, or (z) adversely impair PopMail's
ability to perform fully on a timely basis its material obligations under this
Agreement (a "Material Adverse Effect").
Authorization; Enforcement.  PopMail has the requisite corporate
power and authority to enter into and to consummate the transactions
contemplated by this Agreement and to otherwise carry out its obligations
thereunder. The execution and delivery of this Agreement by PopMail and the
consummation by it of the transactions contemplated hereby have been duly
authorized by all necessary action on the part of PopMail. This Agreement has
been duly executed by PopMail and when delivered in accordance with the terms
hereof shall constitute the legal, valid and binding obligation of PopMail
enforceable against PopMail in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating to, or
affecting generally the enforcement of, creditors' rights and remedies or by
other equitable principles of general application.  PopMail is not in violation
of any provision of its articles of incorporation, bylaws or other charter
documents.
Issuance of the Purchase Price Shares and the Supplemental Purchase Price
Shares.  The Purchase Price Shares and the Supplemental Purchase Price
Shares are duly authorized, and, when issued against payment as contemplated by
this Agreement, shall be validly issued.
No Conflicts.  The execution, delivery and performance of this
Agreement by PopMail and the consummation by PopMail of the transactions
contemplated hereby do not and will not (i) conflict with or violate any
provision of its articles of incorporation, bylaws or other charter documents
(each as amended through the date hereof), (ii) conflict with, or constitute a
default (or an event which with notice or lapse of time or both would become a
default) under, or give to others any rights of termination, amendment,
acceleration or cancellation of, any agreement, indenture or instrument
(evidencing a PopMail debt or otherwise) to which PopMail is a party or by which
any property or asset of PopMail is bound or affected, or (iii) result in a
violation of any law, rule, regulation, order, judgment, injunction, decree or
other restriction of any court or governmental authority to which PopMail is
subject (including federal and state securities laws and regulations), or by
which any property or asset of PopMail is bound or affected, except in the case
of each of clauses (ii) and (iii), as could not, individually or in the
aggregate, have or result in a Material Adverse Effect.  The business of PopMail
is not being conducted in violation of any law, ordinance or regulation of any
governmental authority, except for violations which, individually or in the
aggregate, could not have or result in a Material Adverse Effect.
Consents and Approvals.  PopMail is not required to obtain any
consent, waiver, authorization or order of, or make any filing or registration
with, any court or other federal, state, local, foreign or other governmental
authority or other Person (defined below) in connection with the execution,
delivery and performance by PopMail of this Agreement other than where the
failure to obtain such consent, waiver, authorization or order, or to give or
make such notice or filing, could not have or result in, individually or in the
aggregate, a Material Adverse Effect.  PopMail shall deliver to PopMail the
Purchase Price Shares and, if applicable, the Supplemental Purchase Price Shares
in the manner contemplated hereby free and clear of all liens and encumbrances
of any nature whatsoever. A "Person" means an individual or corporation,
partnership, trust, incorporated or unincorporated association, joint venture,
limited liability company, joint stock company, government (or an agency or
subdivision thereof) or other entity of any kind.
Litigation; Proceedings.  Except as specifically disclosed in
Schedule 2.2(f), there is no action, suit, notice of violation, proceeding or
investigation pending or, to the knowledge of PopMail, threatened against or
affecting PopMail or any of its properties before or by any court, governmental
or administrative agency or regulatory authority (federal, state, county, local
or foreign) which (i) adversely affects or challenges the legality, validity or
enforceability of this Agreement or the Purchase Price Shares or the
Supplemental Purchase Price Shares or (ii) could, individually or in the
aggregate, have or result in a Material Adverse Effect.
Private Offering.  Assuming the accuracy of the representations and
warranties of NetCalendar set forth in Sections 2.1(j), (k) and (l), the offer,
issuance and sale of the Purchase Price Shares and the Supplemental Purchase
Price Shares to NetCalendar as contemplated hereby are exempt from the
registration requirements of the Securities Act of 1933, as amended (the
"Securities Act").
Investment Intent.  PopMail is acquiring the Shares for PopMail's own
account for investment purposes only and not with a view to or for distributing
or reselling such securities.
Access to Information. PopMail acknowledges that PopMail has been
afforded (i) the opportunity to ask such questions as PopMail has deemed
necessary of, and to receive answers from, representatives of NetCalendar
concerning the merits and risks of investing in the Shares; (ii) access to
information about NetCalendar and NetCalendar's financial condition, results of
operations, business, properties, management and prospects sufficient to enable
PopMail to evaluate PopMail's investment; and (iii) the opportunity to obtain
such additional information which PopMail possesses or can acquire without
unreasonable effort or expense that is necessary to make an informed investment
decision.
Reliance. PopMail understands and acknowledges that (i) the Shares
are being issued to PopMail without registration under the Securities Act in a
private placement that is exempt from the registration provisions of the
Securities Act and (ii) the availability of such exemption, depends in part on,
and NetCalendar will rely upon the accuracy and truthfulness of, the foregoing
representations and PopMail hereby consents to such reliance.



INDEMNIFICATION


Survival of Representations and Warranties. Notwithstanding any
investigation made by or on behalf of any of the parties hereto or the results
of any such investigation and notwithstanding the participation of such party in
the Closing, the representations and warranties contained in Article 2
hereof shall survive the Closing, provided that claims based upon any alleged
breach of a representation or warranty contained in Sections 2.1(g) or 2.2(f)
may be brought at any time on or prior to the expiration of any relevant statute
of limitations governing the underlying claim.
Indemnification of PopMail.  NetCalendar agrees to indemnify and hold
harmless PopMail, and each of PopMail's subsidiaries, and their respective
officers, directors, employees, agents, affiliates and shareholders against and
in respect of: (i) any and all losses, damages or deficiencies (whether as a
result of a direct claim by PopMail against NetCalendar, a third party claim
against PopMail or otherwise) resulting to PopMail from any and all breaches of
representations, warranties, covenants or other terms of this Agreement by
NetCalendar made or contained in this Agreement or in any certification, list,
document, exhibit or schedule delivered to PopMail under or in connection with
this Agreement or the transactions contemplated herein; and (ii) all costs and
expenses incident to any and all actions, suits, proceedings, claims, demands,
assessments, settlements or judgments in respect of  the foregoing, regardless
of the merit thereof, including PopMail's reasonable legal and accounting fees
and expenses (whether incident to the foregoing or to PopMail's enforcement of
said rights of defense and indemnity) (items (i) and(ii) above shall be referred
to herein collectively as "PopMail's Damages").
Procedure for Indemnification of PopMail.  If any action, suit or
proceeding shall be commenced against PopMail or any claim, demand or assessment
be asserted against PopMail in respect of which PopMail proposes to demand
indemnification, PopMail shall notify NetCalendar to that effect with reasonable
promptness. PopMail will have the right to cause NetCalendar to assume the
entire control of the defense, compromise or settlement thereof, including, at
the expense of NetCalendar, employment of counsel satisfactory to PopMail and,
in connection therewith, PopMail shall cooperate fully to make available to
NetCalendar all pertinent information under its control.  With respect to any
action, suit, proceeding claim, demand or assessment made against PopMail as to
which PopMail does not cause NetCalendar to assume control of the defense
thereof, NetCalendar shall thereafter reimburse PopMail for all of PopMail's
Damages, as and when they are incurred.
Indemnification of NetCalendar.  PopMail agrees to indemnify and hold
harmless NetCalendar, and each of NetCalendar's subsidiaries, and their
respective officers, directors, employees, agents, affiliates and stockholders
against and in respect of: (i) any and all losses, damages or deficiencies
(whether as a result of a direct claim by NetCalendar against PopMail, a third
party claim against NetCalendar or otherwise) resulting to NetCalendar from any
and all breaches of representations, warranties, covenants or other terms of
this Agreement by PopMail made or contained in this Agreement or in any
certification, list, document, exhibit or schedule delivered to NetCalendar
under or in connection with this Agreement or the transactions contemplated
herein; and (ii) all costs and expenses incident to any and all actions, suits,
proceedings, claims, demands, assessments, settlements or judgments in respect
of  the foregoing, regardless of the merit thereof, including NetCalendar's
reasonable legal and accounting fees and expenses (whether incident to the
foregoing or to NetCalendar's enforcement of said rights of defense and
indemnity) (items (i) and(ii) above shall be referred to herein collectively as
"NetCalendar's Damages").
Procedure for Indemnification of NetCalendar.  If any action, suit or
proceeding shall be commenced against NetCalendar or any claim, demand or
assessment be asserted against NetCalendar in respect of which NetCalendar
proposes to demand indemnification, NetCalendar shall notify PopMail to that
effect with reasonable promptness. NetCalendar will have the right to cause
PopMail to assume the entire control of the defense, compromise or settlement
thereof, including, at the expense of PopMail, employment of counsel
satisfactory to NetCalendar and, in connection therewith, NetCalendar shall
cooperate fully to make available to PopMail all pertinent information under its
control.  With respect to any action, suit, proceeding claim, demand or
assessment made against NetCalendar as to which NetCalendar does not cause
PopMail to assume control of the defense thereof, PopMail shall thereafter
reimburse NetCalendar for all of NetCalendar's Damages, as and when they are
incurred.


OTHER AGREEMENTS OF THE PARTIES


Transfer Restrictions.  


The Shares, Purchase Price Shares, the Supplemental Purchase Price Shares
and the Additional Shares (defined in Section 4.4 below) may only be disposed of
pursuant to an effective registration statement under the Securities Act or
pursuant to an available exemption from or in a transaction not subject to the
registration requirements thereof. In connection with any transfer of such
securities other than pursuant to an effective registration statement, the
issuer may require the transferor thereof to provide to the issuer an opinion of
counsel experienced in the area of federal securities laws selected by the
transferor, the form and substance of which opinion shall be reasonably
satisfactory to the issuer and its counsel, to the effect that such transfer
does not require registration under the Securities Act of 1933, as amended.

Each of NetCalendar and PopMail agree to the imprinting, so long as is
required by this Section 4.1(b), of either of the following legends on
certificates and other documents representing the Shares, Purchase Price Shares,
Supplemental Purchase Price Shares and Additional Shares: 

Legend (1):
THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE, IN
RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT
OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS.
Legend (2):
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND
MAY BE TRANSFERRED ONLY IF REGISTERED UNDER SUCH APPLICABLE ACTS OR UPON
DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE
COMPANY, THAT SUCH TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
The legends set forth above shall be removed from such certificates and
other documents and the issuer shall issue a certificate without any legend
(upon surrender of the legended certificates or other documents duly endorsed)
to each holder of such certificates and other documents upon which it is stamped
if (i) such securities are registered for resale under the Securities Act or
(ii) such legend is not required pursuant to Rule 144(k) promulgated under the
Securities Act. Each of NetCalendar and PopMail agrees that it will provide the
other, upon request, with certificates representing the issuer's securities
issued pursuant to this Agreement free from such legend at such time as such
legend is no longer required in accordance with this Section.
Appointment to Board of Advisors; Appointment to Board of Directors.



Promptly upon the Closing of the purchase of the Shares contemplated by this
Agreement, NetCalendar shall appoint one person designated by PopMail to the
NetCalendar Board of Advisors and permit such person (or any replacement
designated by PopMail) to fully participate in the duties and other activities
of the Board of Advisors, and shall reimburse such person for any and all
expense reasonably incurred in connection therewith, so long as PopMail owns any
of the Shares.  PopMail hereby designates ______________ as PopMail's first
appointee to serve on the NetCalendar Board of Advisors.
In the event that PopMail fully exercises the Option pursuant to Section 4.4
below as to all 27,624 Additional Shares, and PopMail causes the Initial
Registration Statement defined in Section 5.1 to be declared effective on or
before the Initial Registration Due Date, NetCalendar shall cause PopMail's
designee (or any replacement designee subsequently identified by PopMail) to be
appointed to the NetCalendar Board of Directors.  So long as (i) the Initial
Registration Statement is maintained effective throughout the Registration
Period and any Supplemental Registration Statement is maintained effective
throughout the Supplemental Registration Period, and (ii) PopMail owns in excess
of eight percent (8%) of NetCalendar's issued and outstanding shares of capital
stock, on a fully diluted, as-converted basis, PopMail's designee shall continue
to serve on the NetCalendar Board of Directors.

Option to Purchase Additional Shares.  NetCalendar hereby grants to
PopMail an option (the "Option") to purchase up to 27,624 additional shares of
NetCalendar common stock (the "Additional Shares") at a per share price of
$36.2004 (the "Exercise Price"), payable in cash. To exercise the Option,
PopMail must deliver written notice thereof (the "Option Notice") to NetCalendar
on or before the 30th day following the Initial Closing Date.  In the event that
PopMail elects to exercise the Option, the parties shall select a mutually
agreeable closing date, time and location within thirty (30) days of the Option
Notice, at which PopMail will deliver to NetCalendar the aggregate Exercise
Price and NetCalendar shall deliver to PopMail certificates representing the
Additional Shares.
Notice of Breaches.  Each of NetCalendar and PopMail shall give
prompt written notice to the other of any breach of any representation, warranty
or other agreement contained in this Agreement, as well as any events or
occurrences arising after the date hereof and prior to the Initial Closing Date
which would reasonably be likely to cause any representation or warranty or
other agreement of such party, as the case may be, contained herein to be
materially incorrect or breached as the date thereof.  However, no disclosure by
either party pursuant to this Section 4.5 shall be deemed to cure any breach of
any representation, warranty or other agreement contained herein


REGISTRATION OF POPMAIL COMMON STOCK


Filing of Initial Registration Statement.  On or before the 30th
day following the Initial Closing Date, PopMail shall prepare and file a
registration statement on Form S-3 (or any successor form thereto) (the "Initial
Registration Statement") covering the resale of the Purchase Price Shares issued
pursuant to Section 1.2 hereof with the SEC pursuant to Rule 415 of the
Securities Act.  PopMail will use its reasonable best efforts to have the
Initial Registration Statement declared effective by the SEC on or before the
75th day following the Initial Closing Date (the Initial Registration Due
Date").  PopMail  shall maintain the effectiveness of the Initial Registration
Statement at all times until the second anniversary of the Initial Closing Date
(the "Registration Period").
Resale of Purchase Price Shares.  NetCalendar may sell pursuant to
the Initial Registration Statement up to 25 percent of the Purchase Price Shares
during each of four successive 90 day periods commencing on the date the Initial
Registration Statement is declared effective by the SEC (the "Effective Date").
NetCalendar may sell any remaining Purchase Price Shares pursuant to the Initial
Registration Statement during the period commencing on the 361 day following the
Effective Date and ending upon the expiration of the Registration Period and,
thereafter, pursuant to Rule 144 promulgated under the Securities Act of 1933,
as amended.
Supplemental Registration Statement.  In the event that PopMail
issues Supplemental Purchase Price Shares pursuant to the provisions of Section
1.4 hereof, PopMail shall prepare and file a registration statement on Form S-3
(or any successor form thereto) (the "Supplemental Registration Statement")
covering the resale of such securities with the SEC pursuant to Rule 415 of the
Securities Act.  PopMail will use its reasonable best efforts to have the
Supplemental Registration Statement declared effective by the SEC on or before
the 75th day following the Supplemental Closing Date (the "Supplemental
Registration Due Date"). PopMail shall maintain the effectiveness of the
Supplemental Registration Statement at all times until the first anniversary of
the Supplemental Closing Date (the "Supplemental Registration Period").
Filing of Amendments.  PopMail shall prepare and file with the SEC
such amendments (including post-effective amendments) and supplements to the
Initial Registration Statement (and, if applicable, the Supplemental
Registration Statement) and the prospectus(es) used in connection therewith as
may be necessary to keep such Registration Statements effective at all times
through the Registration Period and the Supplemental Registration Period.
Qualification Under Blue Sky Laws. PopMail shall use its reasonable
best efforts to (i) register and qualify the securities covered by the Initial
Registration Statement and Supplemental Registration Statement (collectively,
the "PopMail Shares") under such other securities or blue sky laws of such
jurisdictions as NetCalendar may reasonably request, (ii) prepare and file in
those jurisdictions such amendments (including post-effective amendments) and
supplements, (iii) take such other actions as may be necessary to maintain such
registrations and qualifications in effect at all times through the Registration
Period and, if applicable, the Supplemental Registration Period and (iv) take
all other actions reasonably necessary or advisable to qualify the PopMail
Shares for sale in such jurisdictions; provided, however, that
PopMail shall not be required in connection therewith or as a condition thereto
to (I) qualify to do business in any jurisdiction where it would not otherwise
be required to qualify but for this Section 5.5, (II) subject itself to general
taxation in any such jurisdiction, (III) file a general consent to service of
process in any such jurisdiction (excluding execution of a Form U-2 Uniform
Consent to Service of Process or equivalent filing which may be required for
such registration, qualification or any exemption therefrom), or (IV) make any
change in its charter or bylaws.
Registration Expenses.  All expenses (other than fees and expenses of
investment bankers  retained by NetCalendar, if any, and brokerage commissions)
incurred in connection with registrations, filings or qualifications pursuant to
this Article 5, including, without limitation, all registration, listing and
qualifications fees, printers and accounting fees and the fees and disbursements
of counsel for PopMail, shall be borne by PopMail; provided,
however, that NetCalendar shall bear the fees and out-of-pocket expenses
of its own legal counsel and any  accountants and agents engaged by
NetCalendar.
Indemnification.  In the event any PopMail Shares are included in a
registration statement pursuant to this Agreement:


To the extent permitted by law, PopMail (in such capacity an "Indemnifying
Party") shall indemnify and hold NetCalendar (in such capacity an "Indemnified
Person") harmless against any losses, claims, damages, expenses or liabilities
(collectively the "Claims") to which NetCalendar becomes subject under the
Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange
Act") or otherwise, insofar as such Claims (or actions or proceedings, whether
commenced or threatened, in respect thereof) arise out of or are based upon any
of the following statements, omissions or violations in the Initial Registration
Statement or Supplemental Registration Statement, or any post-effective
amendment thereof, or any prospectus included therein: (i) any untrue statement
or alleged untrue statement of a material fact contained in either registration
statement or any post-effective amendment thereof or the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, (ii) any untrue
statement or alleged untrue statement of a material fact contained in any
preliminary prospectus if used prior to the effective date of the applicable
registration statement, or contained in the final prospectus (as amended or
supplemented, if PopMail files any amendment thereof or supplement thereto with
the SEC) or the omission or alleged omission to state therein any material fact
necessary to make the statements made therein, in light of the circumstances
under which the statements therein were made, not misleading or (iii) any
violation or alleged violation by PopMail of the Securities Act, the Exchange
Act or any state securities law or any rule or regulation (the matters in the
foregoing clauses (i) through (iii) being, collectively, "Violations").  PopMail
shall reimburse NetCalendar promptly as such expenses are incurred and are due
and payable, for any legal fees or other reasonable expenses incurred by
NetCalendar in connection with investigating or defending any such Claim.
Notwithstanding anything to the contrary contained herein, the indemnification
agreement contained in this Section 5.7 shall not apply to a Claim arising out
of or based upon a Violation which occurs in reliance upon and in conformity
with information furnished in writing to PopMail by NetCalendar expressly for
use in connection with the preparation of either the Initial Registration
Statement or the Supplemental Registration Statement or any such amendment
thereof.  Such indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of such Indemnified Person.
In connection with the Initial Registration Statement and, if applicable,
the Supplemental Registration Statement, NetCalendar (in such capacity an
"Indemnifying Party") agrees to indemnify and hold harmless, to the same extent
and in the same manner set forth in Section 5.7(a), PopMail, each of its
directors, each of its officers who signs the Registration Statement, each
person, if any, who controls PopMail within the meaning of the Securities Act or
the Exchange Act, and any other shareholder selling securities pursuant to the
applicable registration statement or any of its directors or officers or any
person who controls such shareholder within the meaning of the Securities Act or
the Exchange Act (each an "Indemnified Party"), against any Claim to which any
of them may become subject, under the Securities Act, the Exchange Act or
otherwise, insofar as such Claim arises out of or is based upon any Violation,
in each case to the extent (and only to the extent) that such Violation occurs
in reliance upon and in conformity with written information furnished to PopMail
by NetCalendar expressly for use in connection with either or both registration
statement; and NetCalendar will promptly reimburse any legal or other expenses
reasonably incurred by the Indemnified Parties in connection with investigating
or defending any such Claim; provided, however, that the indemnity
agreement contained in this Section 5.7(b) shall not apply to amounts paid in
settlement of any Claim if such settlement is effected without the prior written
consent of NetCalendar, which consent shall not be unreasonably withheld;
provided, further, however, that NetCalendar shall be
liable under this Section 5.7(b) for only that amount of a Claim as does not
exceed the net proceeds to NetCalendar as a result of the sale of the Purchase
Price Shares or the Supplemental Purchase Price Shares pursuant to either the
Initial Registration Statement or the Supplemental Registration Statement. Such
indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of such Indemnified Party.
Promptly after receipt by the Indemnified Person or any Indemnified Party
under this Section 5.7 of notice of the commencement of any action (including
any governmental action), the Indemnified Person or such Indemnified Party
shall, if a Claim in respect thereof is to made against any Indemnifying Party
under this Section 5.7, deliver to the Indemnifying Party a written notice of
the commencement thereof and this Indemnifying Party shall have the right to
participate in, and, to the extent the Indemnifying Party so desires, jointly
with any other Indemnifying Party similarly noticed, to assume control of the
defense thereof with counsel mutually satisfactory to the Indemnifying Parties;
provided, however, that an Indemnified Person or Indemnified Party
shall have the right to retain its own counsel, with the fees and expenses to be
paid by the Indemnifying Party, if, in the reasonable opinion of counsel
retained by the Indemnifying Party, the representation by such counsel of the
Indemnified Person or Indemnified Party and the Indemnifying Party would be
inappropriate due to actual or potential differing interests between such
Indemnified Person or Indemnified Party and other party represented by such
counsel in such proceeding.  The failure to deliver written notice to the
Indemnifying Party within a reasonable time of the commencement of any such
action shall not relieve such Indemnifying Party of any liability to the
Indemnified Person or Indemnified Party under this Section 5.7, except to the
extent that the Indemnifying Party is prejudiced in its ability to defend such
action. The indemnification required by this Section 5.7 shall be made by
periodic payments of the amount thereof during the course of the investigation
or defense, as such expense, loss, damage or liability is incurred and is due
and payable.

Contribution.  To the extent any indemnification provided for
herein is prohibited or limited by law, the Indemnifying Party agrees to make
the maximum contribution with respect to any amounts for which it would
otherwise be liable under Section 5.7 to the fullest extent permitted by law;
provided, however, that (a) no contribution shall be made under
circumstances where the maker would not have been liable for indemnification
under the fault standards set forth in Section 5.7, (b) no person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation and (c) contribution by NetCalendar
shall be limited in amount to the net amount of proceeds received by NetCalendar
from the sale of the Purchase Price Shares and the Supplemental Purchase Price
Shares.
Reports under Exchange Act.  With a view to making available to
NetCalendar the benefits of Rule 144 or any other similar rule or regulation of
the SEC that may at any time permit NetCalendar to sell securities of PopMail to
the public without registration, until such time as NetCalendar have sold all
the Purchase Price Shares and the Supplemental Purchase Price Shares pursuant to
the Initial Registration Statement and, if applicable, the Supplemental
Registration Statement, or Rule 144, PopMail agrees to:


make and keep public information available, as those terms are understood
and defined in Rule 144;
file with the SEC all reports and other documents required of PopMail under
the Securities Act and the Exchange Act; and
furnish to NetCalendar so long as NetCalendar owns Purchase Price Shares or
Supplemental Purchase Price Shares, promptly upon request, (i) a written
statement by PopMail that it has complied with the reporting requirements of
Rule 144, the Securities Act and the Exchange Act, (ii) a copy of the most
recent annual or quarterly report of PopMail and such other reports and
documents so filed by PopMail and (iii) such other information as may be
reasonably requested to permit NetCalendar to sell such securities pursuant to
Rule 144 without registration.



TERMINATION; REMEDIES


Termination.  This Agreement will be terminated and, except as
set forth below, the provisions hereof shall have no further force or effect in
the earliest event that:


The average closing share price of PopMail common stock for the ten
consecutive trading days preceding the second business day prior to the Initial
Closing Date is less than $.50 and NetCalendar rejects PopMail's offer of
Purchase Price Shares made pursuant to Section 1.1;
The Initial Registration Statement is not declared effective by the SEC on
or before the Initial Registration Due Date, and NetCalendar elects (as hereby
authorized) to terminate this Agreement at any time during the 60-day period
following the Initial Registration Due Date by providing written notice thereof
(the "Termination Notice") to PopMail during such period; provided,
however, that NetCalendar may not elect to terminate this Agreement if
the Initial Registration Statement is declared effective by the SEC prior to
NetCalendar providing such Termination Notice.  Within ten (10) days of the date
of such Termination Notice, PopMail shall deliver to NetCalendar the
certificates representing the Shares and NetCalendar shall deliver to PopMail
the certificates representing the Purchase Price Shares; or
The Initial Registration Statement, having once been declared effective by
the SEC, is not maintained effective by PopMail throughout the Registration
Period, and NetCalendar elects (as hereby authorized) to terminate this
Agreement at any time during the 60-day period following the date upon which the
Initial Registration shall become not effective, by providing written notice
thereof (the "Termination Notice") to PopMail during such period; provided,
however, that NetCalendar may not elect to terminate this Agreement if the
Initial Registration Statement, having become not effective, is again made
effective by the SEC prior to NetCalendar providing such Termination Notice.
Within ten (10) days of the date of such Termination Notice, NetCalendar shall
deliver to PopMail certificates representing such number of Purchase Price
Shares as shall then be held by NetCalendar, and PopMail shall deliver to
NetCalendar  certificates representing such number of Shares as shall equal the
value of the Purchase Price Shares tendered by NetCalendar hereunder, with the
value of the Purchase Price Shares and the Shares exchanged under this Section
6.1(c) each being determined as of the Initial Closing Date.

Litigation Expense.  In the event any party hereto is made or shall
become a party to any litigation commenced by or against the other party
involving the enforcement of any of the rights or remedies of such party, or
arising on account of a default of the other party in its performance of any of
the other party's obligations hereunder, then the prevailing party in such
litigation shall be entitled to full reimbursement by the other party of any and
all reasonable costs incurred by such prevailing party in connection with such
litigation, including the reasonable costs, fees and expenses of
attorneys.


MISCELLANEOUS


Fees and Expenses.  Each party shall pay the fees and expenses of
its advisers and other experts in connection with the transactions contemplated
by this Agreement.
Entire Agreement.  This Agreement, together with any Exhibits and
Schedules hereto, contains the entire understanding of the parties with respect
to the subject matter hereof and supersedes all prior agreements and
understandings, oral or written, with respect to such matters.
Notices.  Any and all notices or other communications or deliveries
required or permitted to be provided hereunder shall be in writing and shall be
deemed given and effective on the earliest of (i) the date of transmission, if
such notice or communication is delivered via facsimile at the facsimile
telephone number specified in this Section prior to 4:30 p.m. (Minneapolis time)
on a business day, (ii) the business day after the date of transmission, if such
notice or communication is delivered via facsimile at the facsimile telephone
number specified herein later than 4:30 p.m. (Minneapolis time) on any date and
earlier than 11:59 p.m. (Minneapolis time) on such date, (iii) the business day
following the date of mailing, if sent by nationally recognized overnight
courier service, or (iv) upon actual receipt by the party to whom such notice is
required to be given.  The address for such notices and communications shall be
as follows:
If to PopMail:
PopMail.com, inc.
5700 W. Plano Parkway Suite 1000
Plano, TX  75093
telephone:  972-381-2742
facsimile:  972-381-2743 
Attention: Mr. Gary Schneider

With copy to:

Philip J. Tilton, Esq.
Maslon Edelman Borman & Brand, LLP
3300 Wells Fargo Center
Minneapolis, MN 55402
telephone: 612-672-8200
facsimile: 612-672-8397
If to NetCalendar:
NetCalendar, Inc. 
1901 N. Ft. Myer Drive, Suite 702
Arlinton, Virginia  22209
telephone:  703.812.1500
facsimile:  703.812.1507
Attention:  Mr. Edward L. Neumann
With copy to:
J. Stephen Britt, Esq.
Enterprise Business Law Group LLC
7900 Westpark Drive, Suite T-305
McLean, Virginia  22102
telephone:  703.848.8317
facsimile:  703.848.8333
Waivers.  No waiver of any default with respect to any provision,
condition or requirement of this Agreement shall be deemed to be a continuing
waiver in the future or a waiver of any other provision, condition or
requirement hereof, nor shall any delay or omission of either party to exercise
any right hereunder in any manner impair the exercise of any such right accruing
to it thereafter.
Headings.  The headings herein are for convenience only, do not
constitute a part of this Agreement and shall not be deemed to limit or affect
any of the provisions hereof.
Assignment and Delegation.  Neither party may assign its rights nor
delegate its duties or obligations arising under this Agreement without the
written consent of the other, which consent may be withheld for any reason or no
reason.  The assignment by a party of this Agreement or any rights hereunder
shall not affect the obligations of such party under this Agreement.
No Third-Party Beneficiaries.  This Agreement is intended for the
benefit of the parties hereto and their respective permitted successors and
assigns and, other than with respect to permitted assignees under Section 7.6,
is not for the benefit of, nor may any provision hereof be enforced by, any
other Person.
Governing Law.  This Agreement shall be governed by and construed and
enforced in accordance with the internal laws of the State of Minnesota without
regard to the principles of conflicts of law thereof.
Survival.  The representations, warranties, agreements and covenants
contained in this Agreement shall survive after the Closing Date.
Execution.  This Agreement may be executed in two or more
counterparts, all of which when taken together shall be considered one and the
same agreement and shall become effective when counterparts have been signed by
each party and delivered to the other party, it being understood that both
parties need not sign the same counterpart.  In the event that any signature is
delivered by facsimile transmission, such signature shall create a valid and
binding obligation of the party executing (or on whose behalf such signature is
executed) the same with the same force and effect as if such facsimile signature
page were an original thereof.
Severability.  In case any one or more of the provisions of this
Agreement shall be invalid or unenforceable in any respect, the validity and
enforceability of the remaining terms and provisions of this Agreement shall not
in any way be affected or impaired thereby and the parties will attempt to agree
upon a valid and enforceable provision which shall be a reasonable substitute
therefor, and upon so agreeing, shall incorporate such substitute provision in
this Agreement.
Remedies.  Each of the parties to this Agreement acknowledges and
agrees that the other parties would be damaged irreparably in the event any of
the provisions of this Agreement are not performed in accordance with their
specific terms or otherwise are breached.  Accordingly, each of the parties
hereto agrees that the other parties shall be entitled to an injunction or
injunctions to prevent breaches of the provisions of this Agreement and to
enforce specifically this Agreement and the terms and provisions of this
Agreement in any action instituted in any court of the United States of America
or any state thereof having jurisdiction over the parties to this Agreement and
the matter, in addition to any other remedy to which they may be entitled, at
law or in equity.





IN WITNESS WHEREOF, the parties hereto have caused this Stock Purchase
Agreement to be duly executed by their respective authorized persons as of the
date first indicated above.






NETCALENDAR, INC.


By:  _______________________
	Edward L. Neumann
Its: Chief Executive Officer


POPMAIL.COM, INC.


By:  _______________________
	Gary Schneider
Its: Chief Executive Officer



EX-10.53
25
exh1053.htm
EXHIBIT












Exhibit 10.53

SECURITY AGREEMENT
This Security Agreement (the
"Agreement") is made as of December 8, 2000 by and between JBII
Corporation, a Delaware corporation (the "Debtor"), and
PopMail.com, Inc., a Minnesota corporation (the "Secured
Party").
RECITALS
The Debtor and the Secured Party are parties to a
Secured Promissory Note of even date with this Agreement (the
"Note").  The parties intend that the Debtor's obligations to
repay the Note be secured by certain assets of the Debtor.
AGREEMENT

In consideration of the purchase of the Note by the Secured
Party and for other good and valuable consideration, the Debtor hereby agrees
with the Secured Party as follows:
1.	Grant of Security Interest.  To secure
the Debtor's full and timely performance of all of the Debtor's obligations and
liabilities to the Secured Party pursuant to the Note (including, without
limitation, Debtor's obligation to timely pay the principal amount of the Note)
(the "Obligations"), the Debtor hereby grants to the Secured
Party a continuing security interest (the "Security Interest")
in and to all of the property described on Exhibit A to this Agreement
(the "Collateral").  The Security Interest shall be a first and
prior interest in all of the Collateral.
2.	Covenants.  The Debtor covenants and
agrees with the Secured Party that, from and after the date of this Agreement
until the Obligations are paid in full:
(a)	Other Liens.  Except for the Security
Interest, the Debtor is the owner of the Collateral.  No financing statements
covering any Collateral or any proceeds thereof are on file in any public
office.
(b)	Further Documentation.  At any time and
from time to time, upon the written request of the Secured Party, and at the
sole expense of the Secured Party, the Debtor will promptly and duly execute and
deliver such further instruments and documents and take such further action as
the Secured Party may reasonably request for the purpose of obtaining or
preserving the full benefits of this Agreement and of the rights and powers
herein granted, including, without limitation, filing any financing or
continuation statements under the Uniform Commercial Code in effect in any
jurisdiction with respect to the liens created hereby.  The Debtor also hereby
authorizes the Secured Party to file any such financing or continuation
statement without the signature of the Debtor to the extent permitted by
applicable law.  A reproduction of this Agreement shall be sufficient as a
financing statement (or as an exhibit to a financing statement on form UCC-1)
for filing in any jurisdiction.
(c)	Indemnification.  The Debtor agrees to
defend, indemnify and hold harmless the Secured Party against any and all
liabilities, costs and expenses (including, without limitation, legal fees and
expenses): (i) with respect to, or resulting from, any delay in paying, any
and all excise, sales or other taxes which may be payable or determined to be
payable with respect to any of the Collateral or (ii) with respect to, or
resulting from, any delay in complying with any law, rule, regulation or order
of any governmental authority applicable to any of the Collateral.
(d)	Maintenance of Records.  The Debtor will
keep and maintain at its own expense complete and satisfactory records of the
Collateral.
(e)	Inspection Rights.  The Secured Party
shall have full access during normal business hours, and upon reasonable prior
notice, to all the books, correspondence and other records of the Debtor
relating to the Collateral.  The Secured Party or its representatives may
examine such records and make photocopies or otherwise take extracts from such
records.  The Debtor agrees to render to the Secured Party, at the Debtor's
expense, such clerical and other assistance as may be reasonably requested with
regard to the exercise of its rights pursuant to this paragraph.
(f)	Compliance with Laws, etc.  The Debtor
will comply in all material respects with all laws, rules, regulations and
orders of any governmental authority applicable to any part of the Collateral or
to the operation of the Debtor's business; provided, however, that
the Debtor may contest any such law, rule, regulation or order in any reasonable
manner which does not, in the reasonable opinion of the Debtor, adversely affect
the Secured Party's rights or the priority of its liens on the Collateral.
(g)	Payment of Obligations.  The Debtor will
pay promptly when due all taxes, assessments and governmental charges or levies
imposed upon the Collateral or with respect to any of its income or profits
derived from the Collateral, as well as all claims of any kind (including,
without limitation, claims for labor, materials and supplies) against or with
respect to the Collateral, except that no such charge need be paid if
(i) the validity of such charge is being contested in good faith by
appropriate proceedings, (ii) such proceedings do not involve any material
danger of the sale, forfeiture or loss of any of the Collateral or any interest
in the Collateral and (iii) such charge is adequately reserved against on
the Debtor's books in accordance with generally accepted accounting
principles.
(h)	Further Identification of Collateral.
The Debtor will furnish to the Secured Party from time to time statements and
schedules further identifying and describing the Collateral and such other
reports in connection with the Collateral as the Secured Party may reasonably
request, all in reasonable detail.
3.	Secured Party's Appointment as Attorney-in-Fact.

(a)	Powers.  For purposes of this
Agreement, "Event of Default" means Debtor's failure to pay or
discharge the Obligations in full in accordance with the terms of the Note.  The
Debtor hereby appoints the Secured Party and any officer or agent of the Secured
Party, with full power of substitution, as its attorney-in-fact with full
irrevocable power and authority in the place of the Debtor and in the name of
the Debtor or its own name, from time to time in the Secured Party's discretion
so long as an Event of Default has occurred and is continuing, for the purpose
of carrying out the terms of this Agreement, to take any appropriate action and
to execute any instrument which may be necessary or desirable to accomplish the
purposes of this Agreement.  Without limiting the foregoing, so long as an Event
of Default has occurred and is continuing, the Secured Party shall have the
right, without notice to, or the consent of, the Debtor, to do any of the
following on the Debtor's behalf:





	(i)	to pay or discharge any taxes or liens levied or
placed on or threatened against the Collateral;
	(ii)	to direct any party liable for any payment under
any of the Collateral to make payment of any and all amounts due or to become
due thereunder directly to the Secured Party or as the Secured Party
directs;
	(iii)	to ask for or demand, collect, and receive
payment of and receipt for, any payments due or to become due at any time in
respect of or arising out of any Collateral;
	(iv)	to commence and prosecute any suits, actions or
proceedings at law or in equity in any court of competent jurisdiction to
enforce any right in respect of any Collateral;
	(v)	to defend any suit, action or proceeding brought
against the Debtor with respect to any Collateral;
	(vi)	to settle, compromise or adjust any suit, action
or proceeding described in subsection (v) above and to give such discharges
or releases in connection therewith as the Secured Party may deem
appropriate;
	(vii)	to assign any patent right included in the
Collateral of Debtor (along with the goodwill of the business to which any such
patent right pertains), throughout the world for such term or terms, on such
conditions, and in such manner, as the Secured Party shall in its sole
discretion determine; and
	(viii)	generally, to sell, transfer, pledge and make
any agreement with respect to or otherwise deal with any of the Collateral and
to take, at the Secured Party's option and the Debtor's expense, any actions
which the Secured Party deems necessary to protect, preserve or realize upon the
Collateral and the Secured Party's liens on the Collateral and to carry out the
intent of this Agreement, in each case to the same extent as if the Secured
Party were the absolute owner of the Collateral for all purposes.




The Debtor hereby ratifies whatever actions the Secured Party
shall lawfully do or cause to be done in accordance with this Section 3.  This
power of attorney shall be a power coupled with an interest and shall be
irrevocable.
(b)	No Duty on Secured Party's Part.  The
powers conferred on the Secured Party by this Section 3 are solely to protect
the Secured Party's interests in the Collateral and shall not impose any duty
upon it to exercise any such powers.  The Secured Party shall be accountable
only for amounts that it actually receives as a result of the exercise of such
powers, and neither the Secured Party nor any of its officers, directors,
employees or agents shall, in the absence of willful misconduct or gross
negligence, be responsible to the Debtor for any act or failure to act pursuant
to this Section 3.
4.	Remedies.  If an Event of Default has
occurred and is continuing, the Secured Party may exercise, in addition to all
other rights and remedies granted to it in this Agreement and in any other
instrument or agreement relating to the Obligations, all rights and remedies of
a secured party under the Washington Uniform Commercial Code, as amended from
time to time (the "Code").
5.	Limitation on Duties Regarding Preservation of
Collateral.  The Secured Party's sole duty with respect to the custody,
safekeeping and preservation of the Collateral, under RCW 62.9-207 of the Code
or otherwise, shall be to deal with it in the same manner as the Secured Party
deals with similar property for its own account.  Neither the Secured Party nor
any of its directors, officers, employees or agents shall be liable for failure
to demand, collect or realize upon all or any part of the Collateral or for any
delay in doing so or shall be under any obligation to sell or otherwise dispose
of any Collateral upon the request of the Debtor or otherwise.
6.	Powers Coupled with an Interest.  All
authorizations and agencies contained in this Agreement with respect the
Collateral are irrevocable and powers coupled with an interest.
7.	Miscellaneous.

(a)	Amendments and Waivers.  Any term of
this Agreement may be amended with the written consent of the parties or their
respective successors and assigns.  Any amendment or waiver effected in
accordance with this Section 7(a) shall be binding upon the parties and
their respective successors and assigns.
(b)	Transfer; Successors and Assigns. 
The terms and conditions of this Agreement shall be binding upon the Debtor
and its successors and assigns and inure to the benefit of the Secured Party and
its successors and assigns.  Nothing in this Agreement, express or implied, is
intended to confer upon any party other than the parties hereto or their
respective successors and assigns any rights, remedies, obligations
or liabilities under or by reason of this Agreement, except as expressly
provided in this Agreement.
(c)	Governing Law.  This Agreement and all
acts and transactions pursuant hereto and the rights and obligations of the
parties hereto shall be governed, construed and interpreted in accordance with
the laws of the State of Washington, without giving effect to principles of
conflicts of law.
(d)	Counterparts.  This Agreement may be
executed in two or more counterparts, each of which shall be deemed an original
and all of which together shall constitute one instrument.
(e)	Titles and Subtitles.  The titles and
subtitles used in this Agreement are used for convenience only and are not
to be considered in construing or interpreting this Agreement.
(f)	Notices.  Any notice required or
permitted by this Agreement shall be in writing and shall be deemed sufficient
upon receipt, when delivered personally or by courier, overnight delivery
service or confirmed facsimile, or forty-eight (48) hours after being deposited
in the U.S. mail as certified or registered mail with postage prepaid, if such
notice is addressed to the party to be notified at such party's address or
facsimile number as set forth below or as subsequently modified by
written notice.
(g)	Severability.  If one or more provisions
of this Agreement are held to be unenforceable under applicable law, the parties
agree to renegotiate such provision in good faith, in order to maintain the
economic position enjoyed by each party as close as possible to that under the
provision rendered unenforceable.  In the event that the parties cannot reach a
mutually agreeable and enforceable replacement for such provision, then
(i) such provision shall be excluded from this Agreement, (ii) the
balance of the Agreement shall be interpreted as if such provision were so
excluded and (iii) the balance of the Agreement shall be enforceable in
accordance with its terms.
(h)	Entire Agreement.  This Agreement, and
the documents referred to herein constitute the entire agreement between the
parties hereto pertaining to the subject matter hereof, and any and all other
written or oral agreements existing between the parties hereto concerning such
subject matter are expressly canceled.
[Signature Page Follows]
The Debtor and Secured Party have caused this Agreement to be
duly executed and delivered as of the date first above written.
		DEBTOR:


		JBII Corporation

		a Delaware corporation


			By:____________________________

			Name:___________________________

		Title:	___________________________


		Address:	2310 130th Avenue NE
			Suite B-202
			Bellevue, WA  98005

		Facsimile No:(425) 869-3678

SECURED PARTY:
PopMail.com, Inc., 
a Minnesota corporation

By:_________________________

Name:___________________________

Title:  ___________________________	


Address:
1331 Corporate Dr # 350 
Irving, TX 75038
Facsimile Number:  (972) 550-5581



















EX-10.54
26
exh1054.htm
EXHIBIT












Exhibit 10.54


THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A
VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF.  NO SUCH SALE
OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT
RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY
THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.
SECURED PROMISSORY NOTE

$2,250,000.00	December 8, 2000
	Bellevue, Washington

	For value received, JBII Corporation, a Washington
corporation (the "Company"), promises to pay to Popmail.com,
Inc. (the "Holder"), the principal sum of Two Million Two
Hundred Fifty Thousand Dollars and No Cents ($2,250,000.00) (as may be adjusted
as provided in Section 2 below) (the "Principal Amount"), with
zero interest on the unpaid principal hereof; provided, however, in the event
the Company is in default of its obligation to pay any amounts due under this
Note, then interest shall accrue from the date of such default solely on such
amounts at the then applicable prime rate per annum.  This Note is issued
pursuant to that certain Asset Purchase Agreement dated December 8, 2000 by and
among the Company, the Holder and IZ.com, Inc. (the "Asset
Agreement").  All capitalized terms not defined herein shall have the
meaning set forth in the Asset Agreement.  This secured promissory note
("Note") is subject to the following terms and conditions.
1.	Maturity.  This Note will automatically mature and be due
and payable in one of the following options, which option shall be chosen by
Company in its sole discretion except that compliance with option (a) shall
be mandatory upon the occurrence of a Liquidity Event (as defined
below):




(a)	Within five (5) days following the closing of
(i) an underwritten initial public offering of the Company's Common Stock
pursuant to a Registration Statement on Form S-1 under the Securities Act of
1933, as amended (the "IPO"), or (ii) the sale or other
transfer or conveyance of all or substantially all of the Purchased Assets
substantially in exchange for cash consideration, or (iii) the Company's
merger with or into or consolidation with any other corporation (other than a
wholly-owned subsidiary corporation) substantially in exchange for cash
consideration or if the Company effects any other transaction or series of
related transactions substantially in exchange for cash consideration in which
more than fifty percent (50%) of the voting power of the Company is disposed of
and the Company is not the survivor (each of (i), (ii) and (iii) a
"Liquidity Event"); or 

(b) Beginning at the end of the Company's first fiscal
quarter that occurs after the three-year anniversary of the Closing Date (the
"Initial Quarter"), Company shall pay Holder quarterly
installments of exactly 15% of Company's net operating profit (as calculated in
accordance with GAAP) from the previous fiscal quarter, with the first
installment due 30 days after the end of the Initial Quarter and all subsequent
installments payable 30 days after the end of each quarter thereafter, provided
that all amounts due and payable under this Note shall be paid to Holder by no
later than the date that is the eight-year anniversary of the Closing Date;
or

(c) Beginning at the end of the Initial Quarter, if Company
chooses to tender Popmail Stock (as defined in Section 3) pursuant to Section 3,
Company shall pay Holder quarterly installments of shares of Popmail Stock
having a value (determined as set forth in Section 3) equal to at least 50% of
Company's operating profit (as calculated in accordance with GAAP) from the
previous fiscal quarter, with the first installment due 30 days after the end of
the Initial Quarter and all subsequent installments payable 30 days after the
end of each quarter thereafter, provided that all amounts due and payable under
this Note shall be paid to Holder by no later than the date that is the eight-
year anniversary of the Closing Date; or

(d) If Company does not elect (a), (b) or (c) above, then the
Note shall automatically mature and become due and payable in 48 equal monthly
installments, with the first such installment due the date that is the four-year
anniversary of the Closing Date, with subsequent installments due thereafter on
the monthly anniversaries of the Closing Date.




Notwithstanding the foregoing, the entire unpaid principal sum of this Note
shall become immediately due and payable upon the insolvency of the Company, the
commission of any act of bankruptcy by the Company, the execution by the Company
of a general assignment for the benefit of creditors, the filing by or against
the Company of a petition in bankruptcy or any petition for relief under the
federal bankruptcy act or the continuation of such petition without dismissal
for a period of ninety (90) days or more, or the appointment of a receiver or
trustee to take possession of the property or assets of the Company.  
2.	Principal Amount Adjustment.  In the event a
Consideration Adjustment occurs as provided in Section 2.6(a) of the Asset
Agreement or partial forgiveness of the Principal Amount occurs as provided in
Sections 2.6(b) or 2.6(c) of the Asset Agreement, the Principal Amount
shall be correspondingly reduced in an amount equal to such Consideration
Adjustment or partial forgiveness, respectively.  Any such adjustment shall
affect only the Principal Amount, and all other terms and provisions of this
Note shall remain unchanged.
3.	Payment; Prepayment.  All payments shall be made in
either (i) lawful money of the United States of America or (ii) shares of
Popmail.com, Inc. common stock ("Popmail Stock"), in each case
at such place as the Holder hereof may from time to time designate in writing to
the Company.  Any shares of Popmail Stock tendered by Holder pursuant to this
Section 3 shall be valued at the average of the closing trade prices over the
ten day period immediately prior to the date such shares are tendered.
Prepayment of this Note may be made at any time(s) and in any amount(s) without
penalty. 
4.	Transfer; Successors and Assigns.  The terms and
conditions of this Note shall inure to the benefit of and be binding upon the
respective successors and assigns of the parties.  Notwithstanding the
foregoing, the Holder may not assign, pledge, or otherwise transfer this Note
without the prior written consent of the Company, which consent shall not be
unreasonably withheld.  Subject to the preceding sentence, this Note may be
transferred only upon surrender of the original Note for registration of
transfer, duly endorsed, or accompanied by a duly executed written instrument of
transfer in form satisfactory to the Holder.  Thereupon, a new note for the same
Principal Amount and interest will be issued to, and registered in the name of,
the transferee.  Interest and Principal Amount are payable only to the
registered holder of this Note.
5.	Governing Law.  This Note and all acts and transactions
pursuant hereto and the rights and obligations of the parties hereto shall be
governed, construed and interpreted in accordance with the laws of the State of
Washington, without giving effect to principles of conflicts of law.  
6.	Notices.  Any notice required or permitted by this Note
shall be in writing and shall be deemed sufficient upon delivery, when delivered
personally or by a nationally-recognized delivery service (such as Federal
Express or UPS), or forty-eight (48) hours after being deposited in the U.S.
mail, as certified or registered mail, with postage prepaid, addressed to the
party to be notified at such party's address as set forth below or as
subsequently modified by written notice.
7.	Amendments and Waivers.  Any term of this Note may be
amended only with the written consent of the Company and the Holder.  Any
amendment or waiver effected in accordance with this Section 7 shall be
binding upon the Company, the Holder and each transferee of the Note.
8. 	Stockholders, Officers and Directors Not Liable.  In no
event shall any stockholder, officer or director of the Company be liable for
any amounts due or payable pursuant to this Note.
9.	Grant of Security Interest.  This Note is secured by a
security interest in the Purchased Assets in accordance with a separate security
agreement (the "Security Agreement") of even date herewith
between the Company and the Holder, the terms of which are incorporated herein
by reference.  In case of an Event of Default (as defined in the Security
Agreement), the Holder shall have the rights set forth in the Security
Agreement.
10.	Notice Regarding Oral Commitments.  Oral agreements or
oral commitments to loan money extend credit, or to forbear from enforcing
repayment of a debt are not enforceable under Washington law.















COMPANY:

JBII CORPORATION

By:	

Name:	
	(print)
Title:	

Address:  2310 130th Avenue NE, 














	Suite B-202
	Bellevue, WA 98005


AGREED TO AND ACCEPTED:

POPMAIL.com, INC.

By:  ___________________________

Name: _________________________
	           (print)
Title:  __________________________

Address:	1333 Corporate Drive
		Suite 350
		Irving, TX  75038




















EX-10.55
27
exh1055.htm
EXHIBIT












Exhibit 10.55



Asset Purchase Agreement

	This Asset Purchase Agreement (the "Agreement") is
entered into as of December 8, 2000, by and between JBII Corporation, a Delaware
corporation ("Buyer"), PopMail.com, Inc.
("PopMail"), a Minnesota corporation and IZ.com, Inc., a
Delaware corporation and wholly owned subsidiary of PopMail
("IZ" and together with PopMail, the
"Seller").

RECITALS

	IZ conducts a business, which among other things provides content
creation and development for publication on multiple electronic platforms
through the use of the Vignette StoryServer software, both under IZ's own brand
and for clients on a client branded basis (the "IZ Business").
For all purposes of this Agreement, "IZ Business" shall exclude all
the assets and liabilities of PopMail Network, Inc., a Texas company based in
Dallas, Texas and Fan Asylum, Inc., a California company based in San Francisco,
California.  Buyer desires to acquire from Seller, and Seller desires to sell to
Buyer, substantially all of the assets of the IZ Business on the terms and
subject to the conditions set forth in this Agreement.

AGREEMENT

	In consideration of the mutual agreements, representations,
warranties and covenants set forth below, Buyer and Seller agree as follows:

1.	Definitions.

1.1	Definitions.  As used in this Agreement, the
following terms shall have the following meanings:
(a)	"Affiliate" means with respect
to any Person, a Person directly or indirectly controlling or controlled by or
under common control with such Person.
(b)	"Closing" means the
consummation of the transactions contemplated hereby.
(c)	"Closing Date" means the date
of the Closing.
(d)	"Code" means the Internal
Revenue Code of 1986, as amended.
(e)	"Environmental Laws" shall
mean all federal, regional, state, county or local laws, statutes, ordinances,
decisional law, rules, regulations, codes, orders, decrees, directives and
judgments relating to public health or safety, pollution, damage to or
protection of the environment, any environmental contamination or pollution or
threatened contamination or pollution of, or the release or threatened release
of hazardous materials into the environment, whether existing in the past or
present or hereafter enacted, rendered, adopted or promulgated.  Environmental
Laws shall include, but are not limited to, the following laws, and the
regulations promulgated thereunder, as the same may be amended from time to
time:  the Comprehensive Environmental Response Compensation and Liability Act
(42 U.S.C. 9601 et seq.) ("CERCLA"); the Resource
Conservation and Recovery Act (42 U.S.C. 6901 et seq.)
("RCRA"); the Clean Air Act (42 U.S.C. 7401 et
seq.); the Clean Water Act (33 U.S.C. 1251 et seq.); and
state environmental laws.
(f)	"GAAP" means generally
accepted accounting principles of the United States of America.
(g)	"Governmental Authorizations"
means the permits, authorizations, consents or approvals of any Governmental
Entity which are a condition to the lawful consummation of the transactions
contemplated hereby listed on Schedule 1.1(g) to this Agreement.
(h)	"Governmental Entity" means
any court, or any federal, state, municipal or other governmental authority,
department, commission, board, agency or other instrumentality (domestic or
foreign).
(i)	"Lien" means any mortgage,
pledge, lien, security interest or agreement, option, covenant, condition,
restriction, encumbrance, lease, conditional sales contract, title retention
device, charge or other third-party claim of any kind.
(j)	"Material Adverse Effect" with
respect to a Person means any event, change or effect that is materially adverse
to the condition (financial or otherwise), properties, assets, liabilities,
business, operations or results of operations of such Person and its Affiliates,
taken as a whole.
(k)	"Person" means an individual,
corporation, partnership, association, trust, government or political
subdivision or agent or instrumentality thereof, or other entity or
organization.
(l)	"Taxes" means all taxes,
however denominated, including any interest, penalties or other additions to tax
that may become payable in respect thereof, (i) imposed by any federal,
territorial, state, local or foreign government or any agency or political
subdivision of any such government, for which Buyer could become liable as
successor to or transferee of the IZ Business or the Purchased Assets or which
could become a charge against or lien on any of the Purchased Assets, which
taxes shall include, without limiting the generality of the foregoing, all sales
and use taxes, ad valorem taxes, excise taxes, business license taxes,
occupation taxes, real and personal property taxes, stamp taxes, environmental
taxes, real property gains taxes, transfer taxes, payroll and employee
withholding taxes, unemployment insurance contributions, social security taxes,
and other governmental charges, and other obligations of the same or of a
similar nature to any of the foregoing, which are required to be paid, withheld
or collected, or (ii) any liability for amounts referred to in (i) as a result
of any obligations to indemnify another person or as a result of being a member
of a consolidated, combined or unitary group.
2.	Sale and Purchase


	2.1  	Transfer of Assets.  Subject to the terms and
conditions of this Agreement, Seller shall sell, assign, grant, transfer, and
deliver (or cause to be sold, assigned, granted, transferred and delivered) to
Buyer, or to any Affiliate of Buyer designated by Buyer, and Buyer shall
purchase and accept from Seller as of the Closing Date, free and clear of all
Liens, all of the Seller's rights, title and interest in and to all of the
assets enumerated below as the same shall exist on the Closing Date (the
"Purchased Assets"): 

(a)	all tangible personal property and leases of and other
interests in tangible personal property used in connection with the IZ Business
as set forth on Schedule 2.1(a);
(b)	all rights under the contracts, agreements, leases and
other interests in personal property, licenses, commitments, sales and purchase
orders and other instruments, listed on Schedule 2.1(b) (collectively the
"Contracts");
(c)	all of the accounts receivable, notes receivable and
other receivables listed on Schedule 2.1(c);
(d)	all prepaid expenses relating to the operation of the
IZ Business including, but not limited to Taxes, leases and rentals, and Seller
will use its commercially reasonable best efforts to take all action necessary
with appropriate third parties to transfer such prepaid expenses to Buyer as of
the Closing Date;
(e)	all of Seller's rights, claims, credits, causes of
action or rights of set-off against third parties relating to the Purchased
Assets, including, without limitation, unliquidated rights under warranties;
(f)	all copyrights, copyright registrations, proprietary
processes, trade secrets, license rights, specifications, technical manuals and
data, drawings, inventions, designs, patents, patent applications, trade names,
trademarks, service marks, product information and data, know-how and
development work-in-progress, customer lists, software, business and marketing
plans and other intellectual or intangible property embodied in or pertaining to
the IZ Business, whether pending, applied for or issued, whether filed in the
United States or in other countries, including without limitation the items
listed in Schedule 2.1(f), together with all associated goodwill;
(g)	all things authored, discovered, developed, made,
perfected, improved, designed, engineered, acquired, produced, conceived or
first reduced to practice by Seller or any of its employees or agents that are
embodied in, derived from or otherwise directly related to the IZ Business, in
any stage of development, including, without limitation, modifications,
enhancements, designs, concepts, techniques, methods, ideas, flow charts, coding
sheets, notes and all other information relating to the IZ Business;
(h)	any and all design and code documentation,
methodologies, processes, trade secrets, copyrights, design information, product
information, technology, formulae, routines, engineering specifications,
technical manuals and data, drawings, inventions, know-how, techniques,
engineering work papers, and notes, development work-in-process, and other
proprietary information and materials of any kind relating to, used in, or
derived from the Purchased Assets (collectively with subsections (f) and (g),
the "Intellectual Property");
(i)	all permits, authorizations, consents and approvals of
any Governmental Entity affecting or relating in any way to the IZ Business,
including without limitation, the items listed on Schedule 2.1(i) (the
"Permits");
(j)	all books, records, files and papers, whether in hard
copy or electronic format, used in the IZ Business, including without
limitation, engineering information, sales and promotional literature, manuals
and data, sales and purchase correspondence, lists of present, former and
prospective suppliers or customers, personnel and employment records, and any
information relating to Taxes imposed on the IZ Business or Purchased
Assets;
(k)	all computer software programs, data and associated
licenses used in connection with the IZ Business;
(l)	all goodwill associated with the IZ Business or the
Purchased Assets, together with the right to represent to third parties that
Buyer is the successor to the IZ Business; and
(m)	all subscriber and customer lists associated with the
IZ Business or the Purchased Assets. 
2.2	Excluded Assets.  Buyer agrees that notwithstanding any
provision of Section 2.1 the assets of Seller listed on Schedule 2.2 (the
"Excluded Assets") shall be excluded from the Purchased
Assets.
2.3	Transfer of Liabilities. Subject to the terms and
conditions of this Agreement, Buyer or an Affiliate of Buyer designated by Buyer
agrees, effective as of the Closing Date, to assume the following liabilities
(the "Assumed Liabilities"):
(a)	the liabilities set forth on Schedule 2.3(a) to
the extent set forth thereon; and
(b)	the obligations of Seller arising under the Contracts,
other than any and all payment obligations arising or existing under the
Contracts prior to the Closing Date which are identified within 120 days
following the Closing Date.
2.4	Excluded Liabilities.  Except for those liabilities
expressly assumed by Buyer or any Affiliate designated by Buyer pursuant to
Section 2.3, Buyer shall not assume and shall not be liable for, and Seller
and its direct or indirect subsidiaries shall retain and remain solely liable
for and obligated to discharge, all of the debts, contracts, agreements,
commitments, obligations and other liabilities of any nature whatsoever of
Seller and its direct and indirect subsidiaries, whether known or unknown,
accrued or not accrued, fixed or contingent, including without limitation, the
following:
(a)	Any liability for breaches by Seller or any of its
respective direct or indirect subsidiaries on or prior to the Closing Date of
any contract or any other instrument, contract or purchase order, or any
liability for payments or amounts due under any Contract or any other
instrument, contract or purchase order on or prior to the Closing Date; 
(b)	Any liability or obligation for Taxes attributable to
or imposed upon Seller or any of its direct or indirect subsidiaries, or
attributable to or imposed upon the Purchased Assets for any period (or portion
thereof) through and including the Closing Date, including, without limitation,
any Taxes attributable to or arising from the transactions contemplated by this
Agreement;
(c)	Any liability or obligation for or in respect of any
loan, other indebtedness for money borrowed, or account payable of Seller or any
of its direct or indirect subsidiaries, including any such liabilities owed to
Affiliates of Seller;
(d)	Any liability or obligation arising as a result of any
legal or equitable action or judicial or administrative proceeding initiated at
any time, to the extent relating to any action or omission on or prior to the
Closing Date by or on behalf of Seller or any of its direct or indirect
subsidiaries, including, without limitation, any liability for infringement of
intellectual property rights, breach of product warranty, injury or death caused
by products, or violations of federal or state securities or other laws;
(e)	Any liability or obligation arising on or prior to the
Closing Date out of any "employee benefit plan," as such term is
defined by the Employee Retirement Income Security Act of 1974
("ERISA") or other employee benefit plans; 
(f)	Any liability or obligation for making payments of any
kind (including as a result of the sale of Purchased Assets or as a result of
the termination of employment by Seller of employees, or other claims arising
out of the terms and conditions of employment with Seller, or for vacation or
severance pay or otherwise) to employees of Seller or in respect of payroll
taxes for employees of Seller; 
(g)	Any liability of Seller incurred in connection with
the making or performance of this Agreement and the transactions contemplated
hereby;
(h)	Any liability of Seller arising out of the violation
of or failure to comply with any Environmental Laws applicable to any aspect of
the IZ Business; and
(i)	Any costs or expenses of Seller incurred in connection
with shutting down, deinstalling and removing equipment not purchased by Buyer,
and the costs associated with all contracts and agreements not assumed by
Buyer.
2.5	Consideration.  Subject to the performance by Seller of
all of its obligations under this Agreement (including delivering all documents
required to be delivered) at the Closing, in consideration of the acquisition of
the Purchased Assets under Section 2.1, Buyer agrees (i) to deliver to Seller a
non-interest bearing promissory note (the "Note") in the form
attached hereto as Exhibit A in the stated principal amount of
$2,250,000, subject to adjustment as provided in Section 2.6 (collectively with
the Warrant (as defined below, the "Consideration"); and (ii)
to assume the Assumed Liabilities, and Seller agrees to deliver to Buyer a
warrant to purchase 840,000 shares of PopMail common stock (the
"Warrant") in the form attached hereto as Exhibit B.

2.6	Adjustments to Consideration; Certain Third Party
Payments.
(a)	In the event that either (i) Buyer makes any
payment to any of the third parties listed on Schedule 2.6(a) due to Seller's
failure to pay amounts due or liabilities incurred under Contracts with these
third parties or (ii) Seller does not transfer all prepaid expenses
relating to the IZ Business to Buyer as of the Closing Date pursuant to
Section 2.1(d) hereof, then Seller shall promptly deliver to Buyer, either
in cash or written evidence acceptable to Buyer of Seller's partial forgiveness
of the Note, an amount equal to 175% of the Damages (as defined in Section 10.2)
attributable to such agreements and/or prepaid expenses, respectively (the
"Consideration Adjustment"). Damages shall include any amounts
paid by Buyer plus attorneys fees and expenses and other expenses and costs
incurred by Buyer that are reasonably related to paying these third parties the
amounts due them by Seller prior to Closing.  In the event Seller elects to pay
such Consideration Adjustment through partial forgiveness of the Note, Buyer and
Seller hereby agree to take all action necessary to amend the principal amount
due under the Note to reflect such Consideration Adjustment.  
(b)	In the event Buyer makes any payment in respect of any
Taxes described in Section 6.5 below as a result of Seller's failure to pay such
Taxes when due, Seller shall promptly deliver to Buyer written evidence
acceptable to Buyer of Seller's partial forgiveness of the Note in an amount
equal to the amount of Damages (defined in Section 10.2 below) Buyer incurs
in respect of such Taxes, and Buyer and Seller hereby agree to take all action
necessary to amend the principal amount due under the Note to reflect such
forgiveness.
(c)	In the event Seller fails to include the shares of
PopMail common stock purchased or purchasable by Buyer upon the exercise of the
Warrant in the first registration statement covering PopMail's stock filed by
the Company subsequent to November 30, 2000 under the Securities Act of 1933, as
amended (other than any registration statement on Form S-4, S-8 or any other
similarly inappropriate form, or any successor forms thereto, but including,
without limitation, the registration statement on Form S-3 that PopMail was
preparing as of November 30, 2000), Seller shall promptly deliver to Buyer
written evidence acceptable to Buyer of Seller's partial forgiveness of the Note
in an amount such that the Consideration (not taking into account any other
adjustments that may also be made pursuant to this Section 2.6) shall equal One
Million Five Hundred Thousand Dollars ($1,500,000.00), and Buyer and Seller
hereby agree to take all action necessary to amend the principal amount due
under the Note to reflect such forgiveness.
(d)	Seller agrees to remit to Buyer in cash within 10
business days after the Closing Date, the amount of Seller's deferred revenue
attributable to the IZ Business as of the Closing Date determined in accordance
with GAAP.
2.7	Allocation of Consideration.  The Consideration shall be
allocated among the Purchased Assets and other expenses as provided in
Exhibit C prepared by Buyer for purposes of complying with
the requirements of Section 1060 of the Code and the regulations thereunder.
Buyer and Seller agree to each prepare and file on a timely basis with the
Internal Revenue Service (and applicable state tax authorities) substantially
identical and supplemental Internal Revenue Service Forms 8594 (and
corresponding state tax forms) consistent with Buyer's reasonable and lawful
allocation of the Consideration and which gives effect to any Consideration
Adjustment or the actual dates on which payment is made under the Note.  If any
Tax authority challenges such allocation, the party receiving notice of such
challenge shall give the other prompt written notice thereof and the parties
shall cooperate in order to preserve the effectiveness of such allocation.
3.	Closing

3.1  	Closing.  Subject to the terms and conditions
of this Agreement, the Closing shall take place on such date, as soon as
practicable after all conditions precedent in Sections 8 and 9 have been
satisfied or waived, as the parties may agree, but in any case, no later than
December 8, 2000 (the "Closing Date").
3.2  	Actions at the Closing.  At the Closing, Seller shall
deliver the Purchased Assets to Buyer, Buyer shall deliver the Consideration to
Seller, and Buyer and Seller shall take such actions and execute and deliver
such agreements, bills of sale, and other instruments and documents as necessary
or appropriate to effect the transactions contemplated by this Agreement in
accordance with its terms, including without limitation the following:
(a)	Bill of Sale; Assignment and Assumption
Agreement.  Seller shall deliver to Buyer a general Bill of Sale
substantially in the form attached as Exhibit D and with respect
to each Contract, or item of Intellectual Property, an Assignment and Assumption
Agreement substantially in the form attached as Exhibit E (the
"Transfer Documents") in each case duly executed by Seller, and
in the aggregate assigning to Buyer all of Seller's right, title and interest in
and to the Purchased Assets.  Buyer may designate one or more of its Affiliates
as the recipient of certain of the Purchased Assets, and as the party to assume
certain of the Assumed Liabilities, in which case Seller shall transfer such
Purchased Assets and Assumed Liabilities to Buyer or the Affiliate(s) designated
by Buyer pursuant to such Transfer Documents.  
(b)	Consideration.  Buyer shall deliver the
Consideration to Seller.
(c)	Title.  Seller shall provide reasonable
evidence of valid title to such of the Purchased Assets as Buyer may reasonably
request in writing prior to the Closing, in form and substance reasonably
satisfactory to Buyer.
(d)	Third Party Consents and Assignments.
Seller shall deliver to Buyer any assignments, and any required consents to
assignment, that it has obtained in respect of the Contracts, duly executed by
parties having the authority to so assign or consent to assign, in form and
substance as Buyer shall reasonably request, as well as a written confirmation
from such third parties that the Contracts are in good standing.
(e)	Seller Documents.  At the Closing,
Seller shall deliver to Buyer any and all documents required to satisfy the
conditions set forth in Section 9 of this Agreement and any other closing
documents reasonably requested by Buyer.
(f)	Buyer Documents.  At the Closing, Buyer
shall deliver to Seller any and all documents required to satisfy the conditions
set forth in Section 8 of this Agreement and any other closing documents
reasonably requested by Seller.
(g)	Post-Closing Actions.  Subsequent to the
Closing Date, Seller shall, and shall cause any Affiliate of Seller to, from
time to time execute and deliver, upon the request of Buyer, all such other and
further materials and documents and instruments of conveyance, transfer or
assignment as may reasonably be requested by Buyer to effect, record or verify
the transfer to and vesting in Buyer of Seller's and any of Seller's Affiliates'
right, title and interest in and to the Purchased Assets, free and clear of all
Liens in accordance with the terms of this Agreement.
4.	Representations and Warranties of
Seller.
Each representation and warranty set forth below is qualified by any
exception or disclosures set forth in the Seller Disclosure Schedule attached
hereto, which exceptions specifically reference the Section(s) to be qualified.
In all other respects, each representation and warranty set out in this Section
4 is not qualified in any way whatsoever, will not merge on Closing or by reason
of the execution and delivery of any agreement, document or instrument at the
Closing, will remain in force on and after the Closing Date, is given with the
intention that liability is not confined to breaches discovered before Closing,
is separate and independent and is not limited by reference to any other
representation or warranty or any other provision of this Agreement, and is made
and given with the intention of inducing the Buyer to enter into this Agreement.
Seller represents and warrants to Buyer as follows:
4.1	Organization, Standing and Power.  Seller is a
corporation duly organized, validly existing and in good standing under the laws
of its jurisdiction of organization. Seller has the requisite corporate power
and authority and all necessary permits, authorizations, consents, and approvals
of all Governmental Entities to own, lease and operate its properties and to
carry on the IZ Business as now being conducted and as proposed to be conducted,
except where the failure to have such power, authority and governmental
approvals would not, individually or in the aggregate, have a Material Adverse
Effect on the IZ Business. Seller is duly qualified or licensed as a foreign
corporation to do business, and is in good standing, in each jurisdiction where
the character of the properties owned, leased or operated by it or the nature of
its business makes such qualification or licensing necessary, except for
failures to be so qualified or licensed and in good standing that would not,
individually or in the aggregate, have a Material Adverse Effect on the IZ
Business.
4.2	Authority.  The execution and delivery of this Agreement
(and all other agreements and instruments contemplated under this Agreement) by
Seller, the performance by Seller of its obligations hereunder and thereunder,
and the consummation by Seller of the transactions contemplated hereby and
thereby have been duly authorized by all necessary action by the Board of
Directors and shareholders of Seller, and no other act or proceeding on the part
of or on behalf of Seller or its shareholders is necessary to approve the
execution and delivery of this Agreement and such other agreements and
instruments, the performance by Seller of its obligations hereunder and
thereunder and the consummation of the transactions contemplated hereby and
thereby.  The signatory officers of Seller have the power and authority to
execute and deliver this Agreement and all of the other agreements and
instruments to be executed and delivered by Seller pursuant hereto, to
consummate the transactions hereby and thereby contemplated and to take all
other actions required to be taken by Seller pursuant to the provisions hereof
and thereof.
4.3	Execution and Binding Effect.  This Agreement has been
duly and validly executed and delivered by Seller and constitutes, and the other
agreements and instruments to be executed and delivered by Seller pursuant
hereto, upon their execution and delivery by Seller, will constitute (assuming,
in each case, the due and valid authorization, execution and delivery thereof by
Buyer), legal, valid and binding agreements of Seller, enforceable against
Seller in accordance with their respective terms.
4.4	Consents and Approvals of Governmental Entities. Other
than the Governmental Authorizations, there is no requirement applicable to
Seller to make any filing, declaration or registration with, or to obtain any
permit, authorization, consent or approval of, any Governmental Entity as a
condition to the lawful consummation by Seller of the transactions contemplated
by this Agreement and the other agreements and instruments to be executed and
delivered by Seller pursuant hereto or the consummation by Seller of the
transactions contemplated herein or therein.
4.5	No Violation.  Neither the execution, delivery and
performance of this Agreement and all of the other agreements and instruments to
be executed and delivered pursuant hereto, nor the consummation of the
transactions contemplated hereby or thereby, will, with or without the passage
of time or the delivery of notice or both, (a) conflict with, violate or
result in any breach of the terms, conditions or provisions of the Articles of
Incorporation or Bylaws of Seller, (b) conflict with or result in a
violation or breach of, or constitute a default or require consent of any Person
(or give rise to any right of termination, cancellation or acceleration) under,
any of the terms, conditions or provisions of any contract, notice, bond,
mortgage, indenture, license, franchise, permit, agreement, lease or other
instrument or obligation to which Seller is a party or by which Seller or any of
the Purchased Assets may be bound, (c) violate any statute, ordinance or
law or any rule, regulation, order, writ, injunction or decree of any
Governmental Entity applicable to Seller or by which any properties or assets of
Seller may be bound, or (d) result in any cancellation of, or obligation to
repay, any grant, loan or other financial assistance received by Seller from any
Governmental Entity.  No "bulk sales" legislation applies to the
transactions contemplated by this Agreement.
4.6	Consents.  Schedule 4.6 sets forth each
agreement, contract or other instrument binding upon Seller requiring a consent
as a result of the execution, delivery and performance of this Agreement or the
consummation of the transactions contemplated hereby, except such consents as
would not, individually or in the aggregate, have a Material Adverse Effect if
not received by the Closing Date (each a "Required
Consent").
4.7	Financial Statements.  The Seller has made available to
Buyer the audited consolidated financial statements of PopMail (including
balance sheet, income statement and statement of cash flows) as of January 2,
2000, for the fiscal year then ended together with the consolidated financial
statements of PopMail contained in PopMail's Quarterly Reports on Form 10-Q for
fiscal year 2001 filed with the Securities and Exchange Commission
(collectively, the "Financial Statements").  The Financial
Statements have been prepared in accordance with generally accepted accounting
principles applied on a consistent basis throughout the periods indicated.  The
Financial Statements fairly present the financial condition and operating
results of the Seller as of the dates, and for the periods, indicated therein,
subject, in the case of interim financial statements, to normal year-end audit
adjustments. Except as set forth in the Financial Statements, the Seller has no
material liabilities, contingent or otherwise, other than (i) liabilities
incurred in the ordinary course of business subsequent to October 1, 2000
and (ii) obligations under contracts and commitments incurred in the
ordinary course of business and not required under generally accepted accounting
principles to be reflected in the Financial Statements, which, in both cases,
individually or in the aggregate are not material to the financial condition or
operating results of the Seller.

4.8	Absence of Certain Changes.  Since November 1, 2000
Seller has conducted the IZ Business in the ordinary course consistent with past
practice and Seller:  

(a)	has not created, incurred or assumed (i) any
borrowings under capital leases, or (ii) any obligation which in any
material way affect the IZ Business, the Purchased Assets or Buyer's ability to
conduct the IZ Business in substantially the same manner and condition as
conducted by Seller on the date of this Agreement;
(b)	has not changed in any manner the compensation of, or
agreed to provide additional benefits to, or enter into any employment agreement
with, any Employee (as defined in Section 7.1);
(c)	has maintained insurance coverage in amounts adequate
to cover the reasonably anticipated risks of the business conducted with the
Purchased Assets;
(d)	has not acquired or agreed to acquire by merging or
consolidating with, or by purchasing any assets or equity securities of, or by
any other manner, any business or any corporation, partnership, association or
other business organization or division thereof, or otherwise acquire or agree
to acquire any assets which are material, individually or in the aggregate, to
the IZ Business;
(e)	has not sold, disposed of or encumbered any of the
Purchased Assets or licensed any Purchased Assets to any Person except for the
sale of Inventory in the normal course of business consistent with past
practice;
(f)	has not engaged in any special promotion, which
promotes the sale of Inventory with highly discounted terms;
(g) 	has not entered into any agreements or commitments
relating to the business conducted with the Purchased Assets, except on
commercially reasonable terms in the ordinary course of business;
(h)	has complied in all material respects with all laws
and regulations applicable to the IZ Business;
(i)	has not entered into any agreement with any third
party for the distribution of any of the Purchased Assets;
(j)	has not changed or announced any change to the
products or services sold by the IZ Business except with Buyer's written consent
or at Buyer's request;
(k)	has not violated, amended or otherwise change in any
way the terms of any of the Contracts;
(l)	has not commenced a lawsuit related to or involving
the Purchased Assets other than (i) for the routine collection of bills; or (ii)
for a breach of this Agreement;
(m)	has not assigned, sold or otherwise conveyed to any
third party, any of its accounts receivable prior to the Closing Date; or
(n)	made any agreement to do any of the foregoing.
4.9  	Assets Generally.
(a)	The Purchased Assets include all properties, tangible
and intangible, and only such properties, currently used by Seller in operating
the IZ Business and necessary for Buyer to operate the IZ Business after the
Closing Date in a manner substantially equivalent to the manner in which Seller
has operated the IZ Business  prior to and through the Closing Date. Other than
the Required Consents and the Governmental Approvals, no licenses or other
consents from, or payments to, any other Person are or will be necessary for
Buyer to operate the IZ Business and use the Purchased Assets in the manner in
which Seller has operated the same.
(b)	Seller holds good and marketable title, license to or
leasehold interest in  all of the Purchased Assets and has the complete and
unrestricted power and the unqualified right to sell, assign and deliver the
Purchased Assets to Buyer.  Upon consummation of the transactions contemplated
by this Agreement, Buyer will acquire good and marketable title, license or
leasehold interest to the Purchased Assets free and clear of any Liens and there
exists no restriction on the use or transfer of the Purchased Assets, except as
may be assumed hereunder by Buyer as an Assumed Liability.  No Person other than
Seller has any right or interest in the Purchased Assets, including the right to
grant interests in the Purchased Assets to third parties, except for Purchased
Assets licensed or leased from third parties which are set forth in the Seller
Disclosure Schedule and identified as such.
(c)	Except as provided in this Agreement, no restrictions
will exist on Buyer's right to sell, resell, license or sublicense any of the
Purchased Assets or engage in the IZ Business, nor will any such restrictions be
imposed on Buyer as a consequence of the transactions contemplated by this
Agreement or by any agreement referenced in this Agreement.
(d)	All of the Purchased Assets are in good operating
condition and repair, as required for their use in the IZ Business as presently
conducted, and conform to all applicable laws, and no notice of any violation of
any law relating to any of the Purchased Assets or Assumed Liabilities has been
received by Seller.
4.10	Intellectual Property.
(a)	The execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated hereby
(including without limitation the continued conduct by Buyer after the Closing
Date of the IZ Business as presently conducted by Seller and the incorporation
of any Intellectual Property in any product of Buyer or an affiliate of Buyer)
will not breach, violate or conflict with any instrument or agreement governing
any Intellectual Property necessary or required for, or used in, the conduct of
the IZ Business as presently conducted and will not cause the forfeiture or
termination or give rise to a right of forfeiture or termination of any such
Intellectual Property or in any material way impair the right of Buyer or any of
its Affiliates to use, sell, license or dispose of, or to bring any action for
the infringement of, any such Intellectual Property or portion thereof;
(b)	Neither the development, manufacture, marketing,
license, sale or use of any product or Intellectual Property currently licensed,
used or sold by Seller or currently under development violates or will violate
any license or agreement to which Seller is a party or infringes or will
infringe any copyright, patent, trademark, service mark, trade secret or other
intellectual property or other proprietary right of any other party.  All
registered trademarks, service marks, patents and copyrights held by Seller are
valid and subsisting.  There is no pending or threatened claim or litigation
contesting the validity, ownership or right to use, sell, license or dispose of
any of the Purchased Assets (including without limitation the Intellectual
Property) necessary or required for, or used in, the conduct of the business of
Seller as presently conducted nor is there any basis for any such claim, nor has
Seller received any notice asserting that any such Purchased Asset (including
without limitation the Intellectual Property) or the proposed use, sale, license
or disposition thereof conflicts or will conflict with the rights of any other
party, nor is there any basis for any such assertion.  To the best of Seller's
knowledge, there is no unauthorized use, infringement or misappropriation on the
part of any third party of the Purchased Assets (including without limitation
the Intellectual Property); and
(c)	Seller has taken reasonable steps (including, without
limitation, entering into confidentiality and non-disclosure agreements with all
officers and employees of and consultants to Seller with access to or knowledge
of the Purchased Assets (including without limitation the Intellectual
Property)) to maintain the secrecy and confidentiality of, and its proprietary
rights in, the Purchased Assets (including without limitation the Intellectual
Property) necessary or required for, or used in, the conduct of the business of
Seller as presently conducted.  The Seller Disclosure Schedule contains a
complete and accurate list of all applications, filings and other formal actions
made or taken pursuant to federal, state, local and foreign laws by Seller to
perfect or protect its interest in the Purchased Assets, including, without
limitation, all patents, patent applications, trademarks, trademark
applications, service marks and copyright or mask work registrations.
(d)	All fees to maintain Seller's rights in the
Intellectual Property, including, without limitation, patent and trademark
registration and prosecution fees and all professional fees in connection
therewith pertaining to the Intellectual Property due and payable on or before
the Closing Date, have been paid by Seller or will be paid by Seller within a
reasonable period after the Closing.
4.11	Supply Agreements.  
(a)	The only obligations of Seller to deliver or supply
products or services are identified in Schedule 2.1(b) as Co-publishing
or Content Agreements (such agreements, as supplemented below, are referred to
collectively as the "Supply Agreements").  Seller has provided
a true and complete copy of all Supply Agreements to Buyer.  All such Supply
Agreements are in full force and effect and are valid and effective in
accordance with their respective terms against Seller, as the case may be, and
against the other party thereto.  Seller holds right, title and interest under
the terms of each Supply Agreement free of all Liens.  Seller is not in default
under any such Supply Agreements (or has caused an event which with notice or
lapse of time, or both, would constitute a default), nor, to the best of
Seller's knowledge, is the other party thereto in default (or has caused an
event which with notice or lapse of time, or both, would constitute a default)
under any such Supply Agreements.
(b)	Seller has not entered into any agreement under which
Seller is restricted from selling, licensing or otherwise distributing any
products or services to any class of customers, in any geographic area, during
any period of time or in any segment of the market.
(c)	After the Closing, Buyer will not be prevented by any
act of Seller from changing prices charged to existing or future customers of
any products or services.
(d)	Seller has not granted any third party the right to
supply any products or services of the IZ Business to any other third party.  No
agreement for supply of the products or services by Seller obligates Seller, and
no agreement would obligate Buyer after the Closing Date, to provide any change
in specification of such products or services or to provide new products or
services.  No agreement pursuant to which Seller has licensed the use of any
products to any third party obligates Seller to provide any change in
specification in the performance of such products or to provide new products or
services.
4.12	Warranties and Indemnities.  The Seller Disclosure
Schedule sets forth a summary of all warranties and indemnities, express or
implied, relating to products sold or services rendered by Seller, and no
warranty or indemnity has been given by Seller which is not listed on the Seller
Disclosure Schedule or which differs therefrom in any respect.  Seller is in
compliance with all warranties described in the Seller Disclosure Schedule.  The
Seller Disclosure Schedule also indicates all warranty and indemnity claims
currently pending against Seller.
4.13	Accounts Receivable.  All accounts receivable, notes
receivable and other receivables included in the Purchased Assets are valid,
genuine and fully collectible in the aggregate amount thereof, net of Seller's
allowances for doubtful accounts attributable to the IZ Business determined in
accordance with GAAP.
4.14	Licenses and Permits. Seller holds all consents,
approvals, registrations, certifications, authorizations, permits and licenses
of, and has made all filings with, or notifications to, all Governmental
Entities pursuant to applicable requirements of all federal, state, local and
foreign laws, ordinances, governmental rules or regulations applicable to the
business, including, but not limited to, all such laws, ordinances, governmental
rules or regulations relating to registration of the products of the IZ Business
(at their current level of development and use) and certification of the
facilities of the IZ Business, except where the failure to hold any such
consent, approval, registration, certification, authorization, permit or license
of, or make any filing with, or notification to, any Governmental Entity would
not have a Material Adverse Effect on the IZ Business.  The IZ Business is in
compliance with all federal, state, local and foreign laws, ordinances,
governmental rules and regulations relating to the products manufactured by the
IZ Business or otherwise related to the IZ Business, except where the failure to
comply with any such federal, state, local or foreign law, ordinance,
governmental rule or regulation would not have a Material Adverse Effect on the
IZ business, and Seller has no reason to believe that any consents, approvals,
authorizations, registrations, certifications, permits, filings or notifications
that it has received or made to operate the IZ Business are invalid or have been
or are being suspended, canceled, revoked or questioned.  There is no
investigation or inquiry to which Seller is a party or, to Seller's knowledge,
pending or threatened, relating to the IZ Business and its compliance with
applicable foreign, state, local or foreign laws, ordinances, governmental rules
or regulations.  Each such consent, approval, registration, certification,
authorization, permit or license is transferable and shall be transferred to
Buyer in accordance with the terms of this Agreement.
4.15	Employees.
(a)	Schedule 4.15 sets forth the names and job
titles of all of the Employees.  All employees, consultants, officers, directors
and shareholders of Seller or any Seller subsidiary that have had access to the
Purchased Assets are parties to a written agreement (a "Confidentiality
Agreement"), under which each such person or entity (i) is
obligated to disclose and transfer to Seller, without the receipt by such person
of any additional value therefor (other than normal salary or fees for
consulting services), all inventions, developments and discoveries which, during
the period of employment with or performance of services for Seller, he or she
makes or conceives of either solely or jointly with others, that relate to any
subject matter with which his or her work for Seller may be concerned, or relate
to or are connected with the IZ Business, products or projects of Seller, or
involve the use of the time, material or facilities of Seller, and (ii) is
obligated to maintain the confidentiality of proprietary information of Seller.
None of Seller's employees, consultants, officers or directors is obligated
under any contract (including licenses, covenants or commitments of any nature)
or other agreement, or to the best of Seller's knowledge subject to any
judgment, decree or order of any court or administrative agency, that would
conflict with their obligation to promote the interests of Seller with regard to
the IZ Business or the Purchased Assets or that would conflict with the IZ
Business or the Purchased Assets.  Neither the carrying on of the IZ Business by
its employees and consultants, nor to the best of Seller's knowledge the
execution or the delivery of this Agreement, will conflict with or result in a
breach of the terms, conditions or provisions of, or constitute a default under,
any contract, covenant or instrument under which any of such persons or entities
are now obligated.  It is currently not necessary nor will it be necessary for
Seller to utilize in the IZ Business any inventions of any of such persons or
entities (or people it currently intends to hire) made or owned prior to their
employment by or affiliation with Seller, nor is it or will it be necessary to
utilize any other assets or rights of any such persons or entities (or people it
currently intends to hire) made or owned prior to their employment with or
engagement by Seller, in violation of any registered patents, trade names,
trademarks or copyrights or any other limitations or restrictions to which any
such persons or entity is a party or to which any of such assets or rights may
be subject.  To the Seller's knowledge, none of Seller's employees, consultants,
officers, directors or shareholders that has had knowledge or access to
information relating to the Purchased Assets has taken, removed or made use of
any proprietary documentation, manuals, products, materials, or any other
tangible item from his or her previous employer relating to the Purchased Assets
by such previous employer which has resulted in Seller's access to or use of
such proprietary items included in the Purchased Assets, and Seller will not
gain access to or make use of any such proprietary items in the IZ Business,
except to the extent that any such activities would not have a material adverse
effect on the Purchased Assets or the IZ Business.
(b)	Except for the Confidentiality Agreement, there are no
written or oral contracts of employment between Seller and any Employee.
(c)	Seller is not a party to any collective bargaining
agreement covering any employee and Seller knows of no effort to organize any of
its employees as a part of any collective bargaining unit.  Seller's employees
are not members of a trade union certified as a bargaining agent with the Seller
and, to the best of Seller's knowledge, no proceedings to implement any such
certifications are pending.
4.16	Employee Benefit and Compensation Plans.  Buyer will
incur no liability with respect to, or on account of, and Seller will retain any
liability for, and on account of, any employee benefit plan of Seller, any of
its Affiliates or any predecessor employer of any employee, including, but not
limited to, liabilities Seller may have to such employees under all employee
benefit schemes, incentive compensation plans, bonus plans, pension and
retirement plans, profit-sharing plans (including any profit-sharing plan with a
cash-or-deferred arrangement) share purchase and option plans, savings and
similar plans, medical, dental, travel, accident, life, disability and other
insurance and other plans or arrangements, whether written or oral and whether
"qualified" or "non-qualified," or to any employee as a
result of termination of employment by Seller as contemplated by this Agreement
(including any liabilities under the Consolidated Omnibus Budget Reconciliation
Act ("COBRA")).  Seller has not, with respect to any employee,
maintained or contributed to, or been obligated or required to contribute to,
any retirement or pension plan or any employee benefit plan.  The Seller has
complied with all of its obligations (including obligations to make
contributions) in respect of the retirement or pension funds of which its
employees are beneficiaries, there is no outstanding liability of the Seller or
any of its Affiliates to any such funds and all such funds are fully funded to
meet all potential claims for benefits by any and all such employees and any
former employee.  
	4.17	Taxes.  All Taxes have been or will be paid by
Seller which are due or properly accrued with respect to all periods (or
portions thereof) prior to and including the Closing Date, and at the request of
Buyer, Seller shall provide Buyer with proof of such payment.  Seller and any
other person required to file returns or reports of Taxes have duly and timely
filed (or will file prior to the Closing Date) all returns and reports of Taxes
required to be filed prior to such date, and all such returns and reports are
true, correct, and complete.  There are no liens for Taxes on any of the
Purchased Assets.  Seller has complied with all record keeping and tax reporting
obligations relating to income and employment taxes due with respect to
compensation paid to employees or independent contractors providing services to
the IZ Business.  Seller is not a "foreign person" within the meaning
of Section 1445(f)(3) of the Code.  There are no pending or, to Seller's
knowledge, threatened proceedings with respect to Taxes, and there are no
outstanding waivers or extensions of statutes of limitations with respect to
assessments of  Taxes.  No agreement or arrangement regarding compensation of
any employee providing services to the IZ Business provides for any payments
which could result in a nondeductible expense to the Buyer pursuant to
Section 280G of the Code or an excise tax to the recipient of such payment
pursuant to Section 4999 of the Code.

 4.18	Compliance with Law.  The operation of the IZ Business
has been conducted in all material respects in accordance with all applicable
laws, regulations and other requirements of Governmental Entities having
jurisdiction over the same.
4.19	Material Contracts.
(a)	Schedule 2.1(b) contains a list of all Contracts which
are material to the Business.
(b)	Except as would not, individually or in the aggregate,
have a Material Adverse Effect on the IZ Business, each Contract is a legal,
valid and binding agreement, and none of the Contracts is in default by its
terms or has been canceled by the other party; Seller is not in receipt of any
claim of default under any such Contract; and Seller does not anticipate any
termination or change to, or receipt of a proposal with respect to, any such
Contract as a result of the transactions contemplated hereby.  Seller has
furnished Buyer with true and complete copies of all such Contracts together
with all amendments, waivers or other changes thereto.  
4.20	Litigation; Other Claims.
(a)	There are no claims, actions, suits, inquiries,
proceedings, or investigations against Seller, or any of its officers, directors
or shareholders, relating to the IZ Business, the Purchased Assets or Seller's
employees which are currently pending or, to the best of Seller's knowledge,
threatened, at law or in equity or before or by any Governmental Entity, or
which challenges or seeks to prevent, enjoin, alter or materially delay any of
the transactions contemplated hereby, nor is Seller aware of any basis for such
claims, actions, suits, inquiries, proceedings, or investigations; and no
Governmental Entity has at any time challenged or questioned the legal right of
Seller to manufacture, offer or sell any of its products or services in the
present manner or style thereof.
(b)	There are no grievance or arbitration proceedings
pending or threatened, and there are no actual or threatened strikes or work
stoppages with respect to the IZ Business, the Purchased Assets or Seller's
employees, nor is Seller aware of any basis for such proceedings or events.
4.21	Defaults.  Seller is not in default under or with
respect to any judgment, order, writ, injunction or decree of any court or any
Governmental Entity which could reasonably be expected to have a Material
Adverse Effect on the IZ Business or any of the Purchased Assets.  There does
not exist any default by Seller or by any other Person, or event that, with
notice or lapse of time, or both, would constitute a default under any agreement
entered into by Seller as part of the operations of the IZ Business which could
reasonably be expected to have a Material Adverse Effect on the IZ Business or
the Purchased Assets, and no notices of breach thereof have been received by
Seller.
4.22	Schedules.  The schedules describing the Purchased
Assets are complete and accurate and describe the assets in the possession of,
or used by Seller in connection with the IZ Business.  The property listed in
such Schedules constitutes all of the tangible and intangible property necessary
for the conduct by Seller of the IZ Business.
4.23	Full Disclosure.  Seller is not aware of any facts
pertaining to the Purchased Assets which affect the IZ Business or the Purchased
Assets in a materially adverse manner or which will in the future affect the IZ
Business or the Purchased Assets in a materially adverse manner.  Neither this
Agreement nor any other agreement, exhibit, schedule or officer's certificate
being entered into or delivered pursuant to this Agreement contains any untrue
statement of a material fact or omits to state any material fact necessary in
order to make the statements contained in such document not misleading.
4.24	Brokers and Finders.  Neither Seller nor any of its
officers, directors or employees has employed any broker or finder or incurred
any liability for any brokerage fee, commission or finder's fee in connection
with the transactions contemplated by this Agreement.
4.25	Fair Consideration; No Fraudulent Conveyance.  The sale
of the Purchased Assets pursuant to this Agreement is made in exchange for fair
and equivalent consideration.  Seller is not now insolvent and will not be
rendered insolvent by the sale, transfer and assignment of the Purchased Assets
pursuant to the terms of this Agreement.  Seller is not entering into this
Agreement or any of the other agreements referenced in this Agreement with the
intent to defraud, delay or hinder its creditors and the consummation of the
transactions contemplated by this Agreement, and the other agreements referenced
in this Agreement, will not have any such effect.  The transactions contemplated
in this Agreement or any agreements referenced in this Agreement will not
constitute a fraudulent conveyance, or otherwise give rise to any right of any
creditor of Seller to any of the Purchased Assets after the Closing.
4.26	Insurance.  The Seller Disclosure Schedule lists all
insurance policies and fidelity bonds covering the Purchased Assets.  There is
no claim by Seller pending under any of such policies or bonds as to which
coverage has been questioned, denied or disputed by the underwriters of such
policies and bonds.  All premiums due and payable under all such policies and
bonds have been paid and Seller is otherwise in material compliance with the
terms of such policies and bonds (or other policies and bonds providing
substantially similar insurance coverage).  There is no threatened termination
of, or material premium increase with respect to, any of such policies.
5.	Representations and Warranties of Buyer

	Buyer represents and warrants to Seller as follows:

5.1	Organization.  Buyer is a corporation duly formed and
validly existing under the laws of Delaware and has full corporate power and
authority and the legal right to execute and deliver this Agreement and all of
the other agreements and instruments to be executed and delivered by Buyer
pursuant hereto, and to consummate the transactions contemplated hereby and
thereby.
5.2	Authority.  The execution and delivery of this Agreement
(and all other agreements and instruments contemplated hereunder) by Buyer, the
performance by Buyer of its obligations hereunder and thereunder, and the
consummation by Buyer of the transactions contemplated hereby and thereby have
been duly authorized by all necessary action by the Board of Directors of Buyer,
and no other act or proceeding on the part of Buyer or its shareholders is
necessary to approve the execution and delivery of this Agreement and such other
agreements and instruments, the performance by Buyer of its obligations
hereunder and thereunder and the consummation of the transactions contemplated
hereby and thereby.  The signatory officers of Buyer have the power and
authority to execute and deliver this Agreement and all of the other agreements
and instruments to be executed and delivered by Buyer pursuant hereto, to
consummate the transactions hereby and thereby contemplated and to take all
other actions required to be taken by Buyer pursuant to the provisions hereof
and thereof.
5.3	Execution and Binding Effect.  This Agreement and the
Note have been duly and validly executed and delivered by Buyer and constitutes,
and the other agreements and instruments to be executed and delivered by Buyer
pursuant hereto, upon their execution and delivery by Buyer, will constitute
(assuming, in each case, the due and valid authorization, execution and delivery
thereof by Seller), legal, valid and binding agreements of Buyer, enforceable
against Buyer in accordance with their respective terms, except as
enforceability may be limited by bankruptcy, insolvency, moratorium, or other
laws affecting the enforcement of creditors' rights generally or provisions
limiting competition, and by equitable principles.
5.4	Consent and Approvals.  There is no requirement
applicable to Buyer to make any filing, declaration or registration with, or to
obtain any permit, authorization, consent or approval of, any Governmental
Entity as a condition to the lawful consummation by Buyer of the transactions
contemplated by this Agreement and the other agreements and instruments to be
executed and delivered by Buyer pursuant hereto, except for filings (a) which
are referred to in the Seller Disclosure Schedule or (b) the failure of making
which would not have a Material Adverse Effect on the transactions contemplated
hereby.
5.5	No Violation.  Neither the execution, delivery and
performance of this Agreement and of all the other agreements and instruments to
be executed and delivered pursuant hereto, nor the consummation of the
transactions contemplated hereby or thereby, will, with or without the passage
of time or the delivery of notice or both, (a) conflict with, violate or
result in any breach of the terms, conditions or provisions of the Certificate
of Incorporation or Bylaws of Buyer, (b) conflict with or result in a
violation or breach of, or constitute a default or require consent of any Person
(or give rise to any right of termination, cancellation or acceleration) under,
any of the terms, conditions or provisions of any notice, bond, mortgage,
indenture, license, franchise, permit, agreement, lease or other instrument or
obligation to which Buyer is a party or by which Buyer or any of its properties
or assets may be bound, or (c) violate any statute, ordinance or law or any
rule, regulation, order, writ, injunction or decree of any Governmental Entity
applicable to Buyer or by which any of its properties or assets may be
bound.
6.	Covenants.
6.1	Access to Information.
(a)	Prior and subsequent to the Closing, Seller will
permit Buyer to make a full and complete investigation of the Purchased Assets
and to receive from Seller all information of Seller relating to the Purchased
Assets or reasonably related to Seller's conduct of the IZ Business.  Without
limiting this right, Seller will give to Buyer and its accountants, legal
counsel, and other representatives full access, during normal business hours, at
a mutually agreeable location arranged in advance, to all of the books, records,
files, documents, properties, and contracts of Seller relating to the Purchased
Assets or reasonably related to Seller's conduct of the IZ Business and allow
Buyer and any such representatives to make copies thereof, all of which shall be
made available in an organized fashion and so as to facilitate an orderly
review.  This Section 6.1 shall not affect or be deemed to modify any
representation or warranty contained herein or the conditions to the obligations
of the parties to consummate the transactions contemplated by this Agreement.
Seller shall maintain and make available the information and records specified
in this Section 6.1(a) in the ordinary course of Seller's business and document
retention policies, as if the transactions contemplated by this Agreement had
not occurred.
(b)	At all times following the Closing, each party shall
provide the other party (at such other party's expense) with such reasonable
assistance, including the provision of available relevant records or other
information and reasonable access to and cooperation of any employees, as may be
reasonably requested by either of them in connection with the preparation of any
financial statement or tax return, any audit or examination by any taxing
authority, or any judicial or administrative proceeding relating to liability
for Taxes.
6.2	Third Party Consents.  Seller and Buyer shall use
commercially reasonable efforts to obtain, within the applicable time periods
required, all Required Consents, waivers, permits, consents and approvals and to
effect all registrations, filings and notices with or to third parties or
Governmental Entities which are necessary to consummate the transactions
contemplated by this Agreement so as to preserve all rights of, and benefits to,
the Buyer in the Purchased Assets.  Nothing in this Agreement shall be construed
as an assignment of, or an attempt to assign to Buyer, any contract (or rights
therein) or Governmental Entity authorization which, as a matter of law or by
its terms, is (i) not assignable, or (ii) not assignable without the
approval or consent of the issuer thereof or the other party or parties thereto,
without first obtaining such approval or consent (collectively, "Non-
Assignable Rights").  In connection with such Non-Assignable Rights, and
without prejudice to the rights of Buyer elsewhere in this Agreement, Seller
shall, at the request of Buyer:
(a)	apply for and use all reasonable efforts to obtain all
consents or approvals contemplated by the Purchased Assets (or rights therein)
or Governmental Entity authorization, in a form satisfactory to Buyer acting
reasonably;
(b)	co-operate with Buyer in any reasonable and lawful
arrangements designed to provide the benefits of such Non-Assignable Rights to
Buyer, including holding any such Non-Assignable Rights in trust for Buyer or
acting as agent for Buyer;
(c)	enforce any rights of Seller arising from such Non-
Assignable Rights against the issuer thereof or the other party or parties
thereto;
(d)	take all such actions and do, or cause to be done, all
such things at the request of Buyer as shall reasonably be necessary and proper
in order that the value of any Non-Assignable Rights shall be preserved and
shall enure to the benefit of Buyer; and
(e)	pay over to Buyer, all monies collected by or paid to
Seller in respect of such Non-Assignable Rights. 
If Seller is unable to lawfully provide the benefit of any Non-Assignable
Right to Buyer, it shall not, at any time, use such Non-Assignable Right for its
own purposes or assign or provide the benefit of such Non-Assignable Right to
any other party. 
6.3	Certain Notifications.  At all times prior to the
Closing, Seller and Buyer shall promptly notify the other party in writing of
the occurrence of any event which will result, or has a reasonable prospect of
resulting, in the failure to satisfy any of the conditions specified in Section
8 or Section 9 of this Agreement.
6.4	Best Efforts.  The Seller shall use its commercially
reasonable best efforts (i) to cause to be fulfilled and satisfied all of
the conditions to the Closing set forth in Section 8 below, (ii) to cause
to be performed all of the matters required of it at the Closing and
(iii) to cause the Contracts to be assigned to Buyer.
6.5	Tax Returns.  Seller shall, to the extent that failure
to do so could adversely affect Buyer, the IZ Business or the Purchased Assets
following Closing, (a) continue to file in a timely manner all returns and
reports relating to Taxes, and such returns and reports shall be true, correct
and complete and shall be subject to the review and consent of Buyer which
consent shall not be unreasonably withheld, and (b) be responsible for and
pay when due any and all Taxes attributable to or imposed upon Seller or any of
its direct or indirect subsidiaries, or attributable to or imposed upon the
Purchased Assets for any period (or portion thereof) through and including the
Closing Date, including, without limitation, any Taxes attributable to or
arising from the transactions contemplated by this Agreement.  In the event
Buyer makes any payment in respect of such Taxes as a result of Seller's failure
to pay such Taxes when due, there shall be a partial forgiveness of the Note as
set forth in Section 2.6(b) above.
6.6	Post-Closing Access to Information.  If, after the
Closing Date, in order properly to operate the IZ Business or prepare documents
or reports required to be filed with governmental authorities or Buyer's
financial statements, it is necessary that Buyer obtain additional information
within Seller's possession relating to the Purchased Assets or the IZ Business,
Seller will furnish or cause its representatives to furnish such information to
Buyer.  Such information shall include, without limitation, all agreements
between Seller and any Person relating to the IZ Business. Seller shall maintain
and make available the information and records specified in this Section 6.6 for
a period of five (5) years after the Closing Date.
6.7	Post-Closing Cooperation.  Seller agrees that, if
reasonably requested by Buyer, it will cooperate with Buyer, at Buyer's expense,
in enforcing the terms of any agreements between Seller and any third party
involving the IZ Business, including without limitation terms relating to
confidentiality and the protection of intellectual property rights.  In the
event that Buyer is unable to enforce its intellectual property rights against a
third party as a result of a rule or law barring enforcement of such rights by a
transferee of such rights, Seller agrees to reasonably cooperate with Buyer by
assigning to Buyer such rights as may be required by Buyer to enforce its
intellectual property rights in its own name.  If such assignment still does not
permit Buyer to enforce its intellectual property rights against the third
party, Seller agrees to initiate proceedings against such third party in
Seller's name, provided that Buyer shall be entitled to participate in such
proceedings and provided further that Buyer shall be responsible for the
expenses of such proceedings.
6.8	No Post-Closing Retention of Copies.  Immediately after
the Closing, Seller shall deliver to Buyer or destroy copies of Purchased Assets
in Seller's possession that are in addition to copies delivered to Buyer as part
of the Closing, whether such copies are in paper form, on computer media or
stored in another form; provided, however, that Seller may retain and use
copies of financial books and records relating to the IZ Business as well as
other documents required by law to be kept by Seller for the sole purpose of
preparing its financial statements and other reports required by applicable law.
The Seller shall not be permitted to use the financial books and records of the
IZ Business for any other reason.
6.9	Public Announcements.  On and prior to the Closing Date,
Buyer and Seller shall advise and confer with each other prior to the issuance
of any reports, statements or releases concerning this Agreement (including the
exhibits and schedules hereto) and the transactions contemplated herein.
Neither Buyer nor Seller will make any public disclosure prior to the Closing or
with respect to the Closing unless both parties agree on the text and timing of
such public disclosure; provided, however, that nothing contained herein
shall prevent either party at any time from furnishing any information to any
Governmental Entity.  Immediately after this Agreement is signed, both parties
will make public announcements to their respective share exchanges; the text of
such public announcements will be reviewed by the parties prior to release.
6.10	Post-Closing Actions.  Subsequent to the Closing Date,
Seller shall, from time to time, execute and deliver, upon the request of Buyer,
all such other and further materials and documents and instruments of
conveyance, transfer or assignment as may reasonably be requested by Buyer to
effect, record or verify the transfer to, and vesting in Buyer, of Seller's
right, title and interest in and to the Purchased Assets, free and clear of all
Liens, in accordance with the terms of this Agreement.
6.11	Financial Statements.  In the event
Buyer is required by the rules and regulations promulgated by the U.S.
Securities and Exchange Commission to produce any financial statements covering
a period or periods prior to the Closing Date, then Seller at Buyer's expense
shall assist Buyer in the preparation thereof as reasonably requested by Buyer.

6.12	Permits.  Seller will assist Buyer in
obtaining any licenses, permits or authorizations required for carrying on the
IZ Business but which are not transferable.
6.13	Taxes. Seller shall be responsible for
paying, shall promptly discharge when due, and shall reimburse, indemnify and
hold harmless Buyer from, any sales or use, transfer, real property gains,
excise, stamp, or other similar Taxes arising from, imposed on or attributable
to the transactions contemplated by this Agreement, and any other Taxes which
are due or properly accrued with respect to all periods (or portions thereof)
prior to and including the Closing Date, and at the request of Buyer, Seller
shall provide Buyer with proof of such payment.
7.	Employee Matters

7.1	Transferred Employees.

(a)	Offer of Employment.  Subject to and
in accordance with the provisions of this Section 7, Buyer may offer employment
to any or all of the employees who are employed by Seller in the IZ Business as
of the date of this Agreement (the "Employees").  Seller agrees
that it will cooperate with Buyer to identify those employees of Seller who are
necessary for the conduct the IZ Business.  Prior to the Closing, Buyer, after
notice to Seller as to the timing and method of contact, shall have the right to
contact any or all of the Employees for the purposes of making offers of
employment with Buyer (or any Affiliate designated by Buyer) after the Closing
Date and receiving written acceptances of such employment (in each case
contingent on consummation of the transactions contemplated by this Agreement).
Upon Closing, Buyer (or any Affiliates designated by Buyer) shall hire those
Employees to whom it has made an offer in accordance with this Section 7.1 and
who accept such offer in the manner and within the time frame reasonably
established by Buyer. Each such Employee who is employed by Seller on the
Closing Date and who actually transfers to employment with Buyer (or any
Affiliate designated by Buyer) at or after the Closing Date as a result of an
offer of employment made by Buyer is hereafter referred to as a
"Transferred Employee."  Transferred Employees shall not
include any person on a disability leave of more than twenty-six (26) weeks.  On
a periodic basis following the date of this Agreement and prior to the Closing,
Buyer shall advise Seller of its intentions with respect to the employees it
desires to extend or has extended offers to and the general status of
discussions with such employees.  Buyer hereby notifies Seller of Buyer's intent
to offer employment to all Employees set forth on Schedule 7.1(a) on terms
and conditions substantially equivalent to, or greater than, such Employees'
current terms and conditions of employment.  Notwithstanding such periodic
disclosures made to Seller, Buyer shall not be obligated to hire any employee
unless an offer of employment is subsequently made to, and accepted by, such
employee; in addition, Buyer shall have no obligation to hire any employees of
Seller after the Closing Date.
(b)	Transition.  Seller hereby agrees that
it will not terminate the employment of any Employee prior to the Closing;
provided, however, that Seller will terminate the employment of Ronald Dan Berst
and Philip Bane immediately prior to the Closing.  The employment by Seller of
the Transferred Employees shall end at the close of business on the Closing Date
and the employment of the Transferred Employees by Buyer shall commence at
12:01 a.m. on the day after the Closing Date.  The terms of employment with
Buyer (or Buyer's Affiliates) shall be as mutually agreed to between each
Transferred Employee and Buyer (or Buyer's Affiliate, as the case may be),
subject to the provisions of this Section 7.1.  Between the date of this
Agreement and the Closing Date, Seller will provide each Transferred Employee
with the same level of compensation as that currently provided by Seller.  Buyer
shall have no obligation with respect to payments of salary, compensation,
wages, health or similar benefits, commissions, bonuses (deferred or otherwise),
severance (including any severance pay owed to Ronald Dan Berst and Philip
Howard Bane), stock or stock options or any other sums due to any Transferred
Employee that accrued as of or before the Closing Date.  Other than as listed on
Schedule 7.1(b), Seller will be fully responsible for all amounts payable
to any employee who is not a Transferred Employee, including (without
limitation) all termination payments, redundancy compensation, severance pay,
accrued vacation pay and other amounts payable in respect of the termination of
employment of any employee in connection with the sale of the Purchased Assets
to the Buyer.  In addition, Seller will be fully responsible for all amounts
owing to Transferred Employees prior to Closing.
(c)	Retention of Employees Prior to Closing.
Seller agrees to use reasonable efforts to retain the Employees as employees of
the IZ Business until the Closing Date, and to assist Buyer in securing the
employment after the Closing Date of those Employees to whom Buyer (or
designated by Buyer) makes or intends to make offers of employment under
subsection (a) above.  Seller shall not transfer any Employee to employment with
Seller outside of the IZ Business prior to the Closing or without the consent of
Buyer.  Seller shall notify Buyer promptly if, notwithstanding the foregoing,
any Employee terminates employment with Seller after the date of this Agreement
but prior to the Closing.  Buyer may request Seller to hire additional employees
for the IZ Business, in which case Seller will use commercial reasonable efforts
to identify and hire such employees.
7.2	Compensation and Benefits of Transferred Employees.
Coverage for Transferred Employees under Buyer's compensation and benefit plans
and other programs shall commence as of 12:01 a.m. on the day after the Closing
Date.  Buyer shall be free to establish its own employee benefit plans; Buyer
shall have no obligation to offer benefit plans of the same type or with terms
similar to or better than the terms of Seller's current employee benefit plans.
Buyer may, at its option, give each Transferred Employee credit for such
Transferred Employee's years of most recent continuous service with Seller for
purposes of determining participation and benefit levels under all of Buyer's
vacation policies and benefit plans and programs.
7.3	Other Employees of the IZ Business.  With respect to
each employee of the IZ Business as of the Closing Date who is not a Transferred
Employee (each a "Non-Transferred Employee"), Seller agrees to
either terminate such Non-Transferred Employee's employment with Seller,
effective prior to the Closing or offer such Non-Transferred Employee continued
employment with Seller other than in the IZ Business.  Seller further
acknowledges that the Non-Transferred Employees shall not be employees of Buyer
after the Closing.
7.4	No Right to Continued Employment or Benefits.  No
provision in this Agreement shall create any third party beneficiary or other
right in any Person (including any beneficiary or dependent thereof) for any
reason, including, without limitation, in respect of continued, resumed or new
employment with Seller or Buyer (or any Affiliate of Seller or Buyer) or in
respect of any benefits that may be provided, directly or indirectly, under any
plan or arrangement maintained by Seller, Buyer or any Affiliate of Seller or
Buyer.  Except as otherwise expressly provided in this Agreement, Buyer is under
no obligation to hire any employee of Seller, provide any employee with any
particular benefits, or make any payments or provide any benefits to those
employees of Seller whom Buyer chooses not to employ.
8.	Conditions to Buyer's Obligations


	The obligations of Buyer under this Agreement are subject to the
fulfillment, prior to or on the Closing Date, of each of the following
conditions, all or any of which may be waived by Buyer in writing, except as
otherwise provided by law:
8.1	Representations and Warranties True; Performance;
Certificate. 
(a)	The representations and warranties of Seller contained
in this Agreement shall be true and correct in all material respects as of the
Closing Date with the same effect as though such representations and warranties
had been made or given again at and as of the Closing Date;
(b)	Seller shall have performed and complied with all of
its agreements, covenants and conditions required by this Agreement to be
performed or complied with by them prior to or on the Closing Date;
(c)	The conditions set forth in this Section 8 have been
fulfilled or satisfied, unless otherwise waived in writing by Buyer; and
(d)	Buyer shall have received a certificate, dated as of
the Closing Date, signed and verified by an officer of Seller on behalf of
Seller certifying to the matters set forth in Sections 8.1(a) and 8.1(b)
above.
8.2	Consents.  All Governmental Authorizations, Required
Consents and consents required to transfer the Contracts to Buyer on the terms
and conditions provided to Seller, without change as a result of the transfer to
Buyer, shall have been obtained.
8.3	No Proceedings or Litigation.
(a)  No preliminary or permanent injunction or other order
shall have been issued by any Governmental Entity, nor shall any statute, rule,
regulation or executive order be promulgated or enacted by any Governmental
Entity which prevents the consummation of the transactions contemplated by this
Agreement.
(b)  No suit, action, claim, proceeding or investigation
before any Governmental Entity shall have been commenced and be pending against
any of the parties, or any of their respective Affiliates, associates, officers
or directors, seeking to prevent transactions contemplated by this Agreement,
including, without limitation, the sale of the Purchased Assets or asserting
that the sale of the Purchased Assets would be illegal or create liability for
damages or which may have a Material Adverse Effect on the IZ Business or the
Purchased Assets.
8.4	Documents.  This Agreement, the exhibits and schedules
attached hereto, and any other instruments of conveyance and transfer and all
other documents to be delivered by Seller at the Closing and all actions of
Seller required by this Agreement and the exhibit agreements, or incidental
thereto, and all related matters, shall be in form and substance reasonably
satisfactory to Buyer and Buyer's counsel and shall be in full force and
effect.
8.5	Governmental Filings.  The parties shall have made any
required filing with Governmental Entities in connection with this Agreement and
the exhibit agreements, and any approvals related thereto shall have been
obtained or any applicable waiting periods shall have expired.  If a proceeding
or review process by a Governmental Entity is pending in which a decision is
expected, Buyer shall not be required to consummate the transactions
contemplated by this Agreement until such decision is reached or rendered,
notwithstanding Buyer's legal ability to consummate the transactions
contemplated by this Agreement prior to such decision being reached or rendered.

8.6	No Material Adverse Change.  There shall have been no
material adverse change in the financial condition or results of operations of
the IZ Business on the Closing Date as compared with the date of this
Agreement.
8.7	Termination of Benefit Plans.  Seller shall have
provided Buyer with evidence, reasonably satisfactory to Buyer as to the
termination of all benefit plans and payments owing by Seller relating to all
Employees and the termination of all Non-Transferred Employees' benefit
plans.
8.8	Legal Opinion.  Buyer shall have
received a legal opinion from Maslon Edelman Borman & Brand, LLP, legal
counsel to Seller, dated the Closing Date, in a form satisfactory to Buyer.
8.9	Outside Financing.  Buyer shall have received equity
financing in an amount of no less than $1,000,000 in aggregate proceeds and on
terms satisfactory to Buyer prior to the Closing Date. 
8.10	Operations Manual.  Prior to the Closing Date, Buyer
shall have received and been assigned ownership of a written manual, produced by
PopMail at its own cost, detailing the operations of the IZ Publishing System
that is in form and substance satisfactory to Buyer.
8.11	Severance Due Transferred Employees. Seller shall have
agreed in writing to pay any Transferred Employee (including Ronald Dan Berst
and Philip Howard Bane) 50% of the severance due from Seller within ten (10)
business days of Closing and the remaining 50% within twenty (20) business days
of Closing.
9.	Conditions to Seller's Obligations


	The obligations of Seller under this Agreement are subject to the
fulfillment, prior to or on the Closing Date, of each of the following
conditions, all or any of which may be waived in writing by Seller, except as
otherwise provided by law:

9.1	Representations and Warranties True; Performance.
(a)	The representations and warranties of Buyer contained
in this Agreement shall be true and correct in all material respects as of the
Closing Date with the same effect as though such representations and warranties
had been made or given again at and as of the Closing Date;
(b)	Buyer shall have performed and complied with all of
its agreements, covenants and conditions required by this Agreement to be
performed or complied with by them prior to or on the Closing Date;
(c)	Seller shall have received a certificate, dated as of
the Closing Date, signed and verified by an officer of Buyer on behalf of Buyer
certifying to the matters set forth in Sections 9.1(a) and 9.1(b) above.
9.2	No Proceeding or Litigation.
(a)  No preliminary or permanent injunction or other order
shall have been issued by any Governmental Entity, nor shall any statute, rule,
regulation or executive order be promulgated or enacted by any Governmental
Entity which prevents the consummation of the transactions contemplated by this
Agreement.
(b)  No suit, action, claim, proceeding or investigation
before any Governmental Entity shall have been commenced and be pending against
any of the parties, or any of their respective Affiliates, associates, officers
or directors, seeking to prevent the sale of the Purchased Assets or asserting
that the sale of the Assets would be illegal or create liability for
damages.
9.3	Documents.  This Agreement, any other instruments of
conveyance and transfer and all other documents to be delivered by Buyer to
Seller at the Closing and all actions of Buyer required by this Agreement or
incidental thereto, and all related matters, shall be in form and substance
reasonably satisfactory to Seller and Seller's counsel.
9.4	Governmental Filings.  The parties shall have made any
filing required with Governmental Entities, and any approvals shall have been
obtained or any applicable waiting periods shall have expired.  If a proceeding
or review process by a Governmental Entity is pending in which a decision is
expected, Seller shall not be required to consummate the transactions
contemplated by this Agreement until such decision is reached or rendered,
notwithstanding Seller's legal ability to consummate the transactions
contemplated by this Agreement prior to such decision being reached or
rendered.
9.5	Fairness Opinion.   Seller shall have received an
opinion from its financial adviser, Duff & Phelps, stating that in the
opinion of such financial adviser, the terms of the Purchase are fair and
reasonable to the shareholders of Seller from a financial point of view.  Seller
shall bear all costs of obtaining such an opinion. 
9.6	Legal Opinion.  Seller shall have received a legal
opinion from Venture Law Group, A Professional Corporation, legal counsel to
Buyer, dated the Closing Date, in a form satisfactory to Seller.
10.	Indemnification.
10.1	Survival of Representations and Warranties.  All
covenants to be performed prior to the Closing Date, and all representations and
warranties in this Agreement or in any instrument delivered pursuant to this
Agreement shall survive the consummation of the transactions contemplated hereby
and continue until the two (2) year anniversary of the Closing Date (the
"Indemnification Termination Date"); provided that if
any claims for indemnification have been asserted with respect to any such
representations, warranties and covenants prior to the Indemnification
Termination Date, the representations, warranties and covenants on which any
such claims are based shall continue in effect until final resolution of any
claims, and provided, further, that representations, warranties
and covenants relating to Taxes shall survive until 30 days after expiration of
all applicable statutes of limitations relating to such  Taxes.  All covenants
to be performed after the Closing Date shall continue indefinitely.
Notwithstanding the foregoing, all representations, warranties and covenants in
this Agreement relating to Taxes shall continue until 30 days after expiration
of all applicable statutes of limitations. 
10.2	Indemnification of Buyer.  Subject to the limitations
set forth in this Section 10, from and after the Effective Time, Seller shall
protect, defend, indemnify and hold harmless Buyer and Buyer's Affiliates,
officers, directors, employees, representatives and agents (each of the
foregoing Persons is hereinafter referred to individually as a "Buyer
Indemnified Person" and collectively as "Buyer Indemnified
Persons") from and against any and all losses, costs, damages,
liabilities, fees (including without limitation reasonable attorneys' fees) and
expenses (collectively, the "Damages"), that any of the Buyer
Indemnified Persons incurs by reason of or in connection with any claim, demand,
action or cause of action alleging misrepresentation, breach of, or default in
connection with, any of the representations, warranties, covenants or agreements
of the Seller contained in this Agreement, including any exhibits or schedules
attached hereto, known to Buyer prior to the Indemnification Termination Date.
Damages in each case shall be net of the amount of any insurance proceeds and
indemnity and contribution actually recovered by Buyer.
10.3	Indemnification of Seller.  Subject to the limitations
set forth in this Section 10, from and after the Effective Time, Buyer shall
protect, defend, indemnify and hold harmless Seller and Seller's Affiliates,
officers, directors, employees, representatives and agents (each of the
foregoing Persons is hereinafter referred to individually as a "Seller
Indemnified Person" and collectively as "Seller Indemnified
Persons") from and against any and all Damages that any of the Seller
Indemnified Persons incurs by reason of or in connection with any claim, demand,
action or cause of action alleging misrepresentation or breach of any of the
representations or warranties of the Buyer contained in Section 5 of this
Agreement known to Seller prior to the Indemnification Termination Date.
Damages in each case shall be net of the amount of any insurance proceeds and
indemnity and contribution actually recovered by Seller.
10.4	Method of Asserting Claims.  All claims
for indemnification pursuant to this Section 10 shall be made in accordance with
the following provisions: 
Buyer or Seller, as applicable, shall deliver to Seller or
Buyer, respectively, at any time on or before the Indemnification Termination
Date, a certificate signed by any officer of Buyer or Seller, as applicable (an
"Officer's Certificate"):
(i)	stating that Buyer or Seller, as applicable, or any
other Buyer Indemnified Person or Seller Indemnified Person, respectively, has
paid or incurred Damages and
(ii)	specifying in reasonable detail the individual items
of Damages included in the amount so stated, the date each such item was paid or
incurred and the nature of the misrepresentation, breach of warranty or claim to
which such item is related.
Seller or Buyer, as applicable, shall have thirty (30) days to object in
writing to any claim or claims made in such Officer's Certificate pursuant to
Section 10.5 below.  After the expiration of such thirty-day period, if Seller
or Buyer, as applicable, has raised no objections, Seller or Buyer, as
applicable, shall deliver to Buyer or Seller, respectively, as promptly as
practicable, either cash or, in the case of Seller, written evidence of Seller's
partial forgiveness of the Note, in each case in an amount equal to such
Damages.
10.5	Resolution of Conflicts; Arbitration.

(i)	In case Seller or Buyer, as applicable, shall
object in writing to any claim or claims made in any Officer's Certificate,
Seller and Buyer shall attempt in good faith to agree upon the rights of the
respective parties with respect to each of such claims within 45 days after
Buyer's or Seller's receipt of the other party's written objection to the claim
pursuant to Section 10  (the "Negotiation Period").  If Seller
and Buyer should so agree during the Negotiation Period, a memorandum setting
forth such agreement shall be prepared and signed by both parties and funds
shall be distributed in accordance with the terms thereof.
(ii)	If no such agreement has been reached by the end of
the Negotiation Period, either Buyer or Seller may demand arbitration of the
matter unless the amount of the Damages is at issue in pending litigation with a
third party, in which event arbitration shall not be commenced until such amount
is ascertained by settlement or a non-appealable decision of a court of
competent jurisdiction or both parties agree to binding arbitration.  The
binding arbitration shall be conducted in King County, Washington if brought by
Seller and in Dallas County, Texas if brought by Buyer, in accordance with the
then-current Commercial Arbitration Rules of the American Arbitration
Association by one arbitrator appointed in accordance with said rules.  The
Arbitrator shall apply Washington law, without reference to rules of conflicts
of law or rules of statutory arbitration, to the resolution of any dispute. The
written decision of the arbitrator as to the validity and amount of any claim in
such Officer's Certificate shall be binding and conclusive upon the parties to
this Agreement, and notwithstanding anything in Section 10 hereof, the
parties shall be entitled to act in accordance with such decision and make or
withhold payments in accordance therewith.  The arbitrator shall award
reimbursement to the prevailing party in the arbitration of its reasonable
expenses of the arbitration (including costs and reasonable attorneys' fees).
The award of the arbitrator shall be the sole and exclusive monetary
remedy of the parties and shall be enforceable in any court of competent
jurisdiction.  Notwithstanding the foregoing, any party shall be entitled to
seek injunctive relief or other equitable remedies from any court of competent
jurisdiction.
10.6	Third Party Claims.  In the event either party becomes
aware of a third-party claim which such party believes may result in a demand
against the other party, such party shall notify the other party of such claim,
and the other party shall be entitled, at the other party's expense, to
participate in any defense of such claim; provided, however, that failure to so
notify the other party shall not relieve such other party from any liability it
has under this Agreement with respect to such third party claim.  Each party
shall have the right in its discretion to settle any such claim; provided,
however, that except with the written consent of the other party, no settlement
of any such claim with third-party claimants shall alone be determinative of the
validity of any claim against such other party.  In the event such other
party has consented in writing to any such settlement, such other party shall
have no power or authority to object under any provision hereof to the amount of
any claim by consistent with such settlement.
10.7	Exclusive Contractual Remedy.  Indemnification pursuant
to this Section 10 shall be the exclusive contractual remedy of Buyer and
Seller for any Damages; provided, however, that nothing herein shall limit the
liability of any officer or director of Seller for such person's fraud or
intentional misrepresentation.
11.	Miscellaneous.


11.1	Amendments and Waivers.  Any term
of this Agreement may be amended or waived with the written consent of the
parties or their respective successors and assigns.  Any amendment or waiver
effected in accordance with this Section 11.1 shall be binding upon the
parties and their respective successors and assigns.
11.2	Successors and Assigns.  The
terms and conditions of this Agreement shall inure to the benefit of and be
binding upon the respective successors and assigns of the parties.
Nothing in this Agreement, express or implied, is intended to confer upon any
party other than the parties hereto or their respective successors and assigns
any rights, remedies, obligations, or liabilities under or by reason of this
Agreement, except as expressly provided in this Agreement.
11.3	Governing Law; Jurisdiction.  This
Agreement and all acts and transactions pursuant hereto and the rights and
obligations of the parties hereto shall be governed, construed and interpreted
in accordance with the laws of the State of Washington, without giving effect to
principles of conflicts of law.  
11.4	Counterparts.  This Agreement may be
executed in two or more counterparts, each of which shall be deemed an original
and all of which together shall constitute one instrument.
11.5	Titles and Subtitles.  The titles and
subtitles used in this Agreement are used for convenience only and are not
to be considered in construing or interpreting this Agreement.
11.6	Notices.  Any notice required or
permitted by this Agreement shall be in writing and shall be deemed sufficient
upon receipt, when delivered personally or by courier, overnight delivery
service or confirmed facsimile, or forty-eight (48) hours after being deposited
in the regular mail as certified or registered mail (airmail if sent
internationally) with postage prepaid, if such notice is addressed to the party
to be notified at such party's address or facsimile number as set forth below,
or as subsequently modified by written notice, and (a) if to Buyer,  with a
copy to Craig E. Sherman, 4750 Carillon Point, Kirkland, Washington 98033 or
(b) if to Seller, with a copy to Philip J. Tilton, Maslon Edelman Borman
& Brand, LLP, 3300 Wells Fargo Center, Minneapolis, Minnesota 55402.
11.7	Berst Attorneys Fees.  PopMail agrees
to reimburse Ronald Dan Berst for reasonable legal fees and expenses as owed in
connection with the registration, drafting and execution of this Agreement, up
to a maximum of $10,000.
11.8	Severability.  If one or more
provisions of this Agreement are held to be unenforceable under applicable law,
the parties agree to renegotiate such provision in good faith, in order to
maintain the economic position enjoyed by each party as close as possible to
that under the provision rendered unenforceable.  In the event that the parties
cannot reach a mutually agreeable and enforceable replacement for such
provision, then (i) such provision shall be excluded from this Agreement,
(ii) the balance of the Agreement shall be interpreted as if such provision
were so excluded and (iii) the balance of the Agreement shall be
enforceable in accordance with its terms.
11.9	Entire Agreement.  This Agreement
and the documents referred to herein are the product of all of the parties
hereto, and constitute the entire agreement between such parties pertaining to
the subject matter hereof and thereof, and merge all prior negotiations and
drafts of the parties with regard to the transactions contemplated herein and
therein.  Any and all other written or oral agreements existing between the
parties hereto regarding such transactions are expressly canceled.
11.10	Advice of Legal Counsel.  Each party
acknowledges and represents that, in executing this Agreement, it has had the
opportunity to seek advice as to its legal rights from legal counsel and that
the person signing on its behalf has read and understood all of the terms and
provisions of this Agreement.  This Agreement shall not be construed against any
party by reason of the drafting or preparation thereof.



[Signature pages follow]
	This Agreement has been duly executed and delivered by the duly
authorized officers of Seller and Buyer as of the date first above written.














						JBII CORPORATION



						By:  	


						Name:  	


						Title:  	




						POPMAIL.COM, INC.



						By:  	


						Name:  	














						Title:  						















						IZ.com, Inc.



						By:  	


						Name:  	
































EX-10.56
28
exh1056.htm
EXHIBIT












Exhibit 10.56


LOAN AGREEMENT

	THIS LOAN AGREEMENT ("Agreement")
is made by and among GSI VENTURES, LLC, an Ohio limited liability company
("Lender"), POPMAIL.COM, INC., a Minnesota corporation
(the "Borrower"), SDK INVESTMENTS, INC., an Ohio
corporation ("SDKI"), POPMAIL NETWORKS, INC., a Texas
corporation ("PNI"), FAN ASYLUM, INC., a California corporation
("FAI") and CAFÉ ODYSSEY, LLC, a Minnesota limited liability
company ("COL") this 1st day of December, 2000.
RECITALS

	A.	Lender has agreed to loan Borrower up to the
principal amount of $1,200,000 and at Lender's option, in its sole and absolute
discretion, an additional principal amount of $2,800,000.

	B.	Borrower has agreed to borrow up to $1,200,000
from Lender and the additional $2,800,000 from Lender, to the extent that Lender
makes that amount available to Borrower.  

	C.	SDKI has acted as a finder in connection with the
loan to be made by Lender to Borrower and, as a result, Borrower has agreed to
pay SDKI a finder's fee consisting of cash and warrants to purchase Borrower's
common stock.  

	D.	PNI, FAI and COL are wholly owned subsidiaries of
Borrower and will materially benefit from the loan Borrower will receive from
Lender.

	E.	As a condition to Lender making a loan to Borrower,
Lender requires PNI, FAI and COL to execute this Agreement and be bound by
certain terms of this Agreement.

	IN CONSIDERATION of the premises, the mutual
covenants and agreements contained herein and other good and valuable
consideration, the receipt, sufficiency and adequacy of which are hereby
acknowledged, Lender, Borrower PNI, FAI, COL, and SDKI hereby covenant and agree
as follows:  
ARTICLE I
THE LOAN




Agreement to Borrow and Lend.  Subject
to all of the terms, provisions, conditions, covenants and agreements contained
in this Agreement, Lender agrees to make a loan to Borrower (the
"Loan") in the principal amount of at least Four Hundred
Thousand Dollars ($400,000) and for a period of 270 days from the date hereof,
at Lender's option and in its sole and absolute discretion, an additional
principal amount of Three Million Eight Hundred Thousand Dollars ($3,600,000)
(collectively, the "Loan Proceeds"), which shall be used in
accordance with the terms set forth herein.  Subject to all of the terms,
provisions, conditions, covenants and agreements contained in this Agreement,
Borrower agrees to borrow from Lender Loan Proceeds that Lender offers to
Borrower within 270 days from the date hereof.

Closing.  The Loan Proceeds shall be distributed
in increments as determined by the Lender, in its sole and absolute discretion
of at least $100,000, at one or more closings (each a
"Closing"), the first of which shall occur on November 30,
2000, or on such other date as the parties shall agree (the "Initial
Closing").   

Convertible Promissory Notes.  The Loan will be
evidenced by a series of convertible promissory notes (the
"Notes", or singularly a "Note") in the form
attached hereto as Exhibit A that will be executed by Borrower and
delivered to Lender.  

Interest.  The outstanding principal balance of
the Notes shall bear interest at a rate of Twelve Percent (12%) per annum as set
forth in the Notes. 

Payment Terms.  Accrued interest under the
Notes shall be due and payable in quarterly installments on February 1, 2001,
May 1, 2001, August 1, 2001 and November 1, 2001 and the entire outstanding
principal balance of the Loan, together with all accrued but unpaid interest
thereon, shall be due and payable in full on January 5, 2002 (the
"Maturity Date"). Notwithstanding anything to the contrary
contained herein, upon Lender's consent, which shall be made in its sole and
absolute discretion, Borrower may pay any portion of the quarterly installments
of accrued interest of the Loan with shares of Borrower's common stock, par
value $.01 per share (the "Common Stock").  The value of the
Common Stock used to pay any quarterly installments of accrued interest shall be
determined by the closing sale price of the Common Stock as reported by Nasdaq
on the preceding trading day before the quarterly installment is paid.

Conversion Right.  The Lender shall have the right
to convert all or any portion of the debt evidenced by the Notes into Borrower's
Common Stock in accordance with the terms of the Notes.


ARTICLE II

WARRANTS TO PURCHASE COMMON STOCK

	2.1.	Warrant to Purchase Common Stock to
Lender.  The Borrower hereby agrees to issue to Lender as a part of
the consideration for Lender making the Loan to Borrower, a warrant to purchase
the number of shares of Common Stock equal to fifty percent (50%) of the
aggregate face value of each Note and in the form attached hereto as Exhibit
B (the "Lender Warrant"). 




Warrant to Purchase Common Stock to SDKI.
As partial consideration for introducing the Borrower to the Lender, the
Borrower hereby agrees to issue to SDKI a warrant to purchase the number of
shares of Common Stock equal to ten percent (10%) of the aggregate face value of
each Note and in the form attached hereto as Exhibit C ("SDKI
Warrant" and together with the Lender Warrant, the
"Warrants").  

Share Calculation For Warrants; Strike Price;
Issuance.  For purposes only of determining the number of shares which shall
be granted upon exercise of the Warrants, the Common Stock shall be deemed to
have a value of $1.00 per share.  The strike price for each Lender Warrant shall
be 120% of the Market Price (as that term is defined in the Notes), and the
strike price for each SDKI Warrant shall be the Market Price.  The Borrower
shall issue each Warrant at the Initial Closing and each subsequent Closing.
The Warrants shall be exercisable for a period of at least five
years.


ARTICLE III
BORROWER'S REPRESENTATIONS AND WARRANTIES

	The Borrower hereby represents and warrants to
Lender that the following are true and correct as of the date hereof and shall
be true and correct as of the date of the Initial Closing and any subsequent
Closing and shall remain true and correct during the term of all of the Loan
Documents (as defined below):  

3.1	Borrower and each of its subsidiaries and affiliates
(a) is a duly organized and validly existing corporation in good standing under
the laws of the jurisdiction of its formation, (b) has the power and authority
and the legal right to own its property and assets and to transact the business
in which it is engaged and (c) is duly qualified as a foreign corporation  or
otherwise licensed and authorized to transact business and in good standing in
each jurisdiction where the ownership, leasing or operation of property or the
conduct of its business requires such qualification and where the failure to be
so qualified, licensed or authorized would have a material adverse effect on the
condition (financial or otherwise), prospects, assets or properties of Borrower,
any subsidiary or affiliate. All subsidiaries and affiliates of the Borrower are
listed on Item 3.1 of the Disclosure Schedule.  The term
"affiliate" shall have the meaning ascribed thereto under Rule 12b-2
promulgated under the Exchange Act of 1934, as amended.



3.2  The execution, delivery and performance of this Agreement, the Notes and
the Warrants and any and all other security agreements, pledge agreements,
financing statements, certificates or instruments contemplated herein
(collectively "Loan Documents") executed and delivered by the
Borrower or its affiliates have been authorized by all necessary corporate
actions and do not and will not contravene any legal or contractual restriction
binding on the Borrower or any of its property or its assets.

3.3  The Borrower and each of its subsidiaries and affiliates has the power
to take all actions contemplated hereby (including but not limited to the
issuance of the Warrants and Notes, the right of first refusal granted to Lender
to participate in any security issuances and the granting of the security
interests in the Collateral (as defined below)) to execute, deliver and carry
out the terms and provisions of each Loan Document to which it is a party and
has taken all necessary actions to authorize the execution, delivery and
performance by it of each Loan Document to which it is a party and all acts
contemplated hereby. The Loan Documents when executed and delivered by the
Borrower and its subsidiaries and affiliates will constitute the legal, valid
and binding obligation of the Borrower and its subsidiaries and affiliates (as
the case may be) and is, or will be upon execution, enforceable against the
Borrower and its subsidiaries and affiliates (as the case may be) in accordance
with their respective terms, except to the extent that enforcement may be
limited by applicable bankruptcy, insolvency, reorganization or other similar
laws affecting creditors rights generally.  

3.4  The execution, delivery or performance by the Borrower and its
subsidiaries and affiliates of each Loan Document, and compliance by the
Borrower and its subsidiaries and affiliates with the terms and provisions
hereof and thereof, (a) do not contravene any provision of any law, statute,
rule or regulation or any order, writ, injunction or decree of any court or
governmental instrumentality applicable to the Borrower, any subsidiary or
affiliate, (b) do not conflict with or result in any breach of any of the terms,
covenants, conditions or provisions of, or constitute a default under, or result
in the creation or imposition of (or the obligation to create or impose) any
lien (other than as contemplated by the Loan Documents) upon any of the property
or assets of the Borrower, any subsidiary or affiliate pursuant to the terms of
any material indenture, mortgage, deed of trust, credit agreement, loan
agreement or other agreement, contract or instrument to which the Borrower, any
subsidiary or affiliate is a party or by which the Borrower, any subsidiary or
affiliate or any of their respective properties or assets is bound or to which
the Borrower, any subsidiary or affiliate may be subject and (c) do no violate
any provision of the Certificate of Incorporation, Articles of Organization,
operating agreement, bylaws or regulations of the Borrower, any subsidiary and
affiliate. 

3.5  The authorization, issuance, sale and delivery of the shares of Common
Stock issuable upon conversion of the Notes and upon exercise of the Warrants
has been duly authorized by all requisite corporate action on the part of the
Borrower.  The shares of the Common Stock issuable upon conversion of the Notes
and upon exercise of the Warrants upon their issuance in accordance with the
Notes and the Warrants, respectively, will be validly issued, fully paid and
nonassessable.  Any shares of Common Stock issued in accordance with the terms
of the Notes for payment of quarterly installments of acquired interest will be
validly issued, fully paid and nonassessable.

3.6  Except as disclosed in Schedule 3.6, there are no actions, suits or
proceedings pending or, to the  knowledge of the Borrower, threatened against
Borrower, any subsidiary  or affiliate  (a) with respect to the Loan Documents,
any of the Collateral (as defined below) or the transactions contemplated hereby
or (b) that are, either individually or in the aggregate, reasonably likely to
have a material adverse effect on the condition (financial or otherwise),
prospects, assets or properties of Borrower, any subsidiary or affiliate.

3.7  All balance sheets, income statements, financial statements, operating
statements and other financial data pertaining to Borrower or its subsidiaries
or affiliates (the "Financial Information") that have been
delivered (or will be delivered) to Lender by or on behalf of Borrower are or
will be accurate and complete in all material respects, are or will be in
accordance with the books and records of Borrower and its subsidiaries and
affiliates, and accurately present or will present the financial condition,
results of operations and changes in financial position of the person or entity
to which they pertain as of their respective dates and there has been no
material change with respect thereto.  All Financial Information delivered to
Lender is and shall be prepared in accordance with the generally accepted
accounting principles, consistently applied.

3.8  None of the Borrower's reports and documents heretofore filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended, and the Securities Exchange Act of 1934, as amended, contained at the
time they were filed  any untrue statement of a material fact or omitted to
state any material fact required to be stated therein or necessary to make the
statements made therein, in light of the circumstances under which they were
made, not misleading.



3.9  The Borrower and its subsidiaries and affiliates own and
possess adequate and enforceable rights to use all patents, patent applications,
trademarks, trademark applications, trade names, service marks, logos,
copyrights, copyright applications, licenses, inventions, software, programs,
know-how (including trade secrets and other unpatented and/or unpatentable
proprietary or confidential information, systems or procedures) and other
similar rights and proprietary knowledge (collectively,
"Intangibles") necessary for the conduct of their respective
businesses.  Borrower and its subsidiaries and affiliates have the unrestricted
right to use all of the Intangibles.  Borrower and its subsidiaries and
affiliates are not infringing upon or in conflict with any right of any other
person or entity with respect to any Intangibles and the Borrower and its
subsidiaries and affiliates are not subject to any outstanding order, decree,
judgment or stipulation with respect to the Intangibles.  No proceedings have
been instituted or are pending or, to Borrower's knowledge, threatened which
challenge the validity or rights of Borrower or its subsidiaries and affiliates
to any of the Intangibles, and Borrower has no knowledge of any infringement by
others of any of the Intangibles.  All of the Intangibles are valid, enforceable
and free and clear of any attachments or liens and all claims, restrictions and
demands of any other person, firm or corporation, including attorneys' fees for
past services, expenses and government fees.  None of the past or present
employees, officers, directors, or shareholders of Borrower, any subsidiary or
affiliate has any rights in any Intangibles.  Borrower and its subsidiaries and
affiliates have not granted any outstanding license or other rights to any of
the Intangibles, except those licenses granted in the ordinary course of
business, and are not liable, and have not made any contract or arrangement
whereby they may become liable, to any person for any royalty or other
compensation for the use of any Intangibles.  The trade secrets and processes
and procedures of Borrower and its subsidiaries and affiliates which are
necessary to the operation of Borrower and its subsidiaries and affiliates have
been reduced to writing, to the extent practical, and will remain available for
use by Borrower and its subsidiaries and affiliates after the date of the
Initial Closing and any subsequent Closing. 

3.10	All factual information heretofore or
contemporaneously furnished by the Borrower, any subsidiary or affiliate to
Lender (including, without limitation, all information contained in this
Agreement) for purposes of this Agreement or any transaction contemplated hereby
or thereby is, and all other such factual information hereafter furnished by the
Borrower, any subsidiary or affiliate to Lender for purposes of this Agreement
or any transaction contemplated herein will be, true and accurate in all
material respects on the date as of which such information is given and the
Borrower in good faith believes such information is not incomplete by omitting
to state any fact necessary to make such information not misleading at such time
in light of the circumstances under which such information was provided.



	3.11  The Borrower, each subsidiary and affiliate has filed all tax
returns required to be filed by it and has paid all income and franchise taxes
payable by it which have become due pursuant to such tax returns and all other
taxes and assessments payable by it which have become due, other than those not
yet delinquent and except for those contested in good faith and by appropriate
proceedings. The amounts shown on those tax returns fairly present the tax
position of the Borrower and such subsidiaries and the Borrower does not expect
any material adjustments or any amounts shown on such tax returns. Each of the
Borrower and each subsidiary or affiliate has paid, or has provided adequate
reserves (in the good faith judgment of the management of the Borrower) for the
payment of, all foreign, federal and state income and franchise taxes applicable
for all prior fiscal years of the Borrower and for the current fiscal year to
the date hereof. As of the date hereof, no tax lien has been filed, and, to the
knowledge of the Borrower, no claim is being asserted, with respect to any tax,
fee or other charge.

	3.12  All employee benefit plans, as defined in Section 3(3) of ERISA
(defined below) and which are maintained for employees by the Borrower, a
subsidiary or an ERISA Affiliate (defined below) ("Plan"), comply with
all relevant provisions of the Internal Revenue Code of 1986 (the
"Code") and ERISA; no Plan is insolvent or in reorganization; no Plan
has an accumulated or waived funding deficiency or has applied for an extension
of any amortization period within the meaning of Section 412 of the Code;
neither the Borrower nor any subsidiary nor any ERISA Affiliate has incurred any
liability to or on account of a Plan which is a single-employer plan as defined
in Section 4001 (a) (15) of ERISA pursuant to Section 4062, 4063, 4064 or a
multi employer plan pursuant to Sections 515, 4201 or 4204, of ERISA; no
proceedings have been instituted to terminate any plan; and no condition exists
which constitutes a prohibited transaction (as defined in Section 406 of ERISA
or Section 4975 of the Code) or a reportable event (as defined in Section 4043
of ERISA), or which is reasonably expected will result in the Borrower, any
subsidiary or an ERISA Affiliate of incurring a liability to or on account of a
Plan pursuant to any of the foregoing Sections of ERISA or the Code.  As of the
date of this Agreement, the aggregate present value of all accrued benefit
liabilities (as defined in Section 4001(a)(6) of ERISA) of all Plans which were
single-employer plans did not exceed the aggregate current value of all assets
of such Plans based upon estimated actuarial data that has been provided to the
Borrower by the consulting actuaries of the Plans, and as of the date of this
Agreement, there was no withdrawal liability (and would be no withdrawal
liability assuming a complete withdrawal from all such Plans) to any Plan which
is a multi employer plan.



	"ERISA" means the Employee Retirement Income
Security Act of 1974, as amended, and any successor statute of similar import,
together with regulations thereunder, in each case as in effect from time to
time. References to sections of ERISA also refer to any successor sections.

	"ERISA Affiliate" means any person (as defined
in Section 3 (9) of ERISA) (including each trade or business (whether or not
incorporated)) which together with the Company or any Subsidiary would be deemed
to be a "single employer" or a member of the same "controlled
group" of "contributing sponsors" within the meaning of Section
4001 of ERISA

	3.13  The Borrower and its subsidiaries and affiliates
are in compliance with all applicable statutes, regulations and orders of, and
all applicable restrictions imposed by, all governmental bodies, domestic or
foreign, in respect of the conduct of their businesses and the ownership of
their properties, except such noncompliance as would not, in the aggregate,
reasonably be expected to have a material adverse effect on the condition
(financial or otherwise), prospects,  assets or properties of Borrower or any
subsidiary or affiliate.

3.14  The Borrower and its subsidiaries and affiliates have
never conducted business under any names other than those set forth in Item
3.14 of the Disclosure Schedule. The addresses of all offices where any of
the Collateral is located is listed in Item 3.14 of the Disclosure
Schedule.  The chief executive office and the chief place of business for the
Borrower, each of its subsidiaries, and affiliates and the office where each
thereof keeps its books and records, is located at the address specified in
Item 3.14 of the Disclosure Schedule.

	3.15    As of the date the last Financial Information was
received by Lender from Borrower, except to the extent disclosed, reflected or
reserved against therein or in Item 3.15 of the Disclosure Schedule,
Borrower did not have any material liabilities or obligations, known or unknown,
secured or unsecured, whether accrued, absolute, contingent or otherwise. 

	3.16  Since the date the last Financial Information was
received by Lender from Borrower, there has been no material adverse change in
or to the business of Borrower or its subsidiaries or affiliates, or to the
operations, earnings, prospects, liabilities or relationships with suppliers,
distributors or customers of Borrower or its subsidiaries or affiliates.  There
is no presently existing condition with respect to Borrower or its subsidiaries
or affiliates which might be expected to have a material adverse effect on the
business or prospects of Borrower or its subsidiaries or affiliates or the
continued conduct of the business of Borrower or its subsidiaries or Affiliates
after the date of the Initial Closing or any subsequent Closing. 

	3.17  No order, consent, approval, license, authorization
or validation of, or filing, recording or registration with, or exemption by, or
other act by (except as have been obtained or made), any governmental or public
body or authority, or any subdivision thereof, is required to authorize, or is
required in connection with, (a) the execution, delivery and performance by the
Borrower or its subsidiaries or affiliates of any Loan Document or (b) the
legality, validity, binding effect or enforceability against the Borrower or its
subsidiaries or affiliates of any Loan Document.



3.18  Borrower shall use the Loan Proceeds exclusively for commercial reasons
that are expressly approved by Lender in accordance with Section 4.2 below.

3.19    Borrower or its subsidiaries and affiliates (as the case may be) are
the legal and beneficial owner of the Collateral, and the Collateral is free and
clear of all mortgages, security interests, liens, equities, encumbrances and
claims of every kind (collectively, the "Encumbrances") except
for the Encumbrances set forth on Item 4.7 of the Disclosure Schedule and
the liens of the Lender as set forth in this Agreement.  The Collateral is and
will remain free and clear of all Encumbrances of any nature whatsoever, except
for those set forth on Item 4.7 of the Disclosure Schedule and the liens
of the Lender as set forth in this Agreement.






All of the subsidiaries and affiliates of Borrower are wholly owned by
Borrower.





3.21  The security interest and leasehold mortgage in favor of the Borrower
on the real and personal property located at Kenwood Mall, Cincinnati, Ohio, is
a first and best lien on such personal property and leasehold and Borrower has
not and will not allow any Encumbrances on such property to be superior to
Borrower's mortgage and security interest.


ARTICLE IV
ADDITIONAL COVENANTS AND OTHER AGREEMENTS

	4.1.	Finder's Fee. Borrower shall pay to
SDKI a cash fee of ten percent (10%) of all the Loan Proceeds disbursed to
Borrower, which amount shall be paid from the proceeds disbursed to
Borrower.




Disbursement Approval.  All disbursements of Loan
Proceeds shall be approved in writing in advance by Lender, in its sole and
absolute discretion.  Prior to any use by the Borrower of the Loan Proceeds, or
any portion thereof, Borrower shall have received Lender's prior written
approval of such use, with such approval being determined by Lender in its sole
and absolute discretion.  Notwithstanding the foregoing provisions of this
Section 4.2, Borrower shall not need any approval from Lender with respect to
its use of the first $50,000 of Loan Proceeds received by Borrower.

Registration Rights.  Within 60 days of the date
hereof, Borrower shall have used its best efforts to cause a registration
statement covering the resale of the shares of Common Stock issuable upon
conversion of the Notes, exercise of the purchase rights under the Notes, used
for payment of the accrued interest on the Notes and  exercise of the Warrants
to have been declared effective by the Securities and Exchange Commission.  All
expenses of such registration, except fees for underwriting discounts and
selling commissions applicable to the resale of such Common Stock by Lender or
the holder of the Warrants, shall be borne by Borrower.  Lender and SDKI (and
their respective assigns) each agree to cooperate with the Borrower in the
preparation and filing of any such registration statement and in the furnishing
of information for inclusion therein, or in any efforts by the Borrower to
establish that the proposed sale is exempt under the Securities Act of 1933, as
amended, as to any proposed distribution.



4.4	Right of First Refusal.  As long as their
exists any principal or interest outstanding under the Notes, the Borrower
grants to the Lender a right of first refusal to participate as an investor in
any offering of Borrower's Common Stock, securities convertible into Common
Stock or any other equity securities of the Borrower (collectively, the
"Securities"). If the Borrower receives an executed letter of
intent or term sheet from any third party with respect to a sale or transfer of
Securities that the Borrower is willing to accept, the Borrower shall promptly
give written notice thereof to the Lender, including all essential terms and
conditions of such proposed offering.  The Lender shall then have ten (10) days
after receipt of such written notice to elect to enter into an agreement with
the Borrower to participate in the proposed offering on the same terms and
conditions as set forth in the Borrower's written notice.  If the Lender
declines to exercise its right of first refusal upon written notice from the
Borrower or fails to notify the Borrower within a 10-day period of an election
to invoke its right of first refusal, the Borrower shall have a period of 30
days to enter into an agreement with such third party from whom it has received
an executed letter of intent for the sale or transfer of the Securities on the
exact terms and conditions that were provided to Borrower in the notice.  In the
event that Borrower does not effect a transfer or sale of the Securities within
the specified thirty-day period, the Lender's right of first refusal shall
continue to be applicable to any subsequent sale or transfer of the Securities
by the Borrower. 

4.5.	Approval of Equity and Debt Issuances.
Borrower and its subsidiaries and affiliates shall not issue any securities,
including options to purchase  securities, or take on any debt (other than the
debt reflected by the Notes and trade payables incurred in the ordinary course
of business), without Lender's prior written approval, which approval shall be
given in Lender's sole and absolute discretion. 

4.6 	Board Seats.  Upon Lender's request, the Board
of Directors of Borrower (the "Board") shall take all necessary
and appropriate action to create up to two (2) new director seats of the Board
and appoint such persons as designated by Lender.  Additionally, for each
$1,400,000 of principal amount of Notes purchased by Lender in excess of
$1,200,000, Lender may, at its election, designate one (1) additional member of
the Board and the Board shall take all necessary and appropriate action to
create such director seats and appoint such persons designated by Lender;
provided, however, that Lender's election to designate such new members must be
made, if at all, within 30 days of the closing of the purchase of such
additional principal amounts of Notes.

4.7 	Security Agreements.  In connection with the
Loan made pursuant to this Agreement, the Notes shall be secured by a first and
best lien in all of the assets of the Borrower and its subsidiaries and
affiliates, including the shares of capital stock and membership interest in
Popmail Network, Inc., Fan Asylum, Inc. and Café Odyssey, LLC
(collectively, the "Collateral"); except for the Collateral set forth
in Item 4.7 of the Disclosure Schedule, which Lender shall have a lien
and security interest in, which shall be subordinated only to those persons or
entities identified in Item 4.7 of the Disclosure Schedule.  Borrower and
its subsidiaries and affiliates shall execute and deliver security agreements,
financing statements, pledge agreements and all other instruments and agreements
required by Lender that provide for a grant by Borrower and its subsidiaries and
affiliates to Lender of a security interest in all of the Collateral.   Borrower
shall take all other steps  necessary to keep such security interest in Lender
perfected and shall take no action to subordinate Lender's security interest to
any other person or entity without Lender's prior written approval.

4.8 	Default Under Loan Document.  In the event
that a default shall exist under any of the Loan Documents, Lender shall be
authorized to proceed with any and all remedies available to Lender thereunder.
A default under any of the Loan Documents shall constitute a default under each
other Loan Document and shall entitle Lender to pursue any and all remedies
under each or any of the Loan Documents.




Reserving Common Stock For Issuance.  The Borrower
shall at all times while the Warrants or the Lender's conversion and purchase
rights as set forth in the Notes are outstanding, reserve and keep available out
of its authorized but unissued stock, such number of duly authorized Common
Stock as shall be sufficient to effect the conversion rights and purchase rights
under the Notes and Warrants in accordance with their respective
terms.	

Reclassification of Common Stock.  The Borrower
covenants and agrees that in the event its present Common Stock shall be
reclassified, split, combined or otherwise changed, or in case of any
consolidation or merger of the Borrower with or into another corporation as a
result of which holders of Common Stock become entitled to receive securities or
other assets (including cash) with respect to or in exchange for their Common
Stock (other than a merger with a subsidiary in which merger the Borrower is the
continuing corporation and which does not result in any reclassification,
capital reorganization or other change of outstanding shares of Common Stock) or
in case of any sale, lease or conveyance to another corporation of the property
of the Borrower as an entirety or substantially as an entirety, the Borrower
shall make proper provision as a part of the terms of such reclassification,
split, combination, change, consolidation, merger or sale, that the holder of
the Warrants and the Notes will thereafter be entitled to convert it into the
same kind and amount of securities (including in that term, stock of any class
or classes) and other assets as may be issuable or distributable by the terms of
such reclassification, split, combination, change, consolidation, merger or
sale.



	4.11  	Financial Statements. The Borrower
shall: (i) Within 45 days of the end of each quarter, furnish Lender with any
and all filings with the Securities and Exchange Commission including but not
limited to Form 10Q, and  a No Default Certificate in the form which in a form
acceptable to Lender; (ii) within 90 days of its fiscal year end, furnish
audited copies of the Borrower's balance sheet, income statement, and statement
of cash flows as well as a copy of Borrower's Form 10K; and (iii) within 30 days
of filing, the Borrower's consolidated federal income tax return.

	4.12	Taxes, Assessments and Liabilities. The
Borrower shall pay all taxes, assessments, and other liabilities when due,
except for those which are contested in good faith. File all required federal,
state and local tax returns on a timely basis.

	4.13	Notice.  The Borrower shall give the
Lender prompt notice of any: (i) default of this or any other agreement or
contract under which the Borrower or any of its subsidiaries or affiliates are
liable; (ii) environmental penalty, claim or dispute involving more than
$25,000.00; (iii) litigation, government proceeding or investigation filed or
threatened against Borrower or any of its subsidiaries or affiliates, Lender its
directors and officers involving more than $25,000.00; (iv) reportable event
under ERISA; or (v) material change in the business prospects or financial
condition of the Borrower or any of its subsidiaries or affiliates.

	4.14	Corporate Existence and Status.  Borrower
shall maintain its and its subsidiaries' and affiliates' corporate existence and
remain in good standing under the laws of each jurisdiction where the Borrower
and its subsidiaries or affiliates are duly qualified to conduct its
business.

	4.15	Protection of Intellectual Property.
Borrower and its subsidiaries and affiliates shall take all measures necessary
to defend and protect the Intangibles, and not commit or permit any action that
may impair the value of the Intangibles.

	4.16	Liens.   Borrower and its subsidiaries and
affiliates shall not create or permit to exist any Encumbrance with respect to
the Collateral, except for liens created in favor of the Lender hereunder.

	4.17	Compliance with Laws.  Borrower and its
subsidiaries and affiliates shall keep, observe, satisfy and not suffer
violations of any and all  laws, statutes, ordinances and/or regulations.
	

	4.18	Operate in the Ordinary Course.  Borrower
and its subsidiaries and affiliates shall continue to operate their respective
businesses in the ordinary and customary course, and not take any actions which
materially alter the nature or scope of their respective businesses as conducted
on the date of the Initial Closing.

	4.19	Further Assurances.  Borrower and its
subsidiaries and affiliates shall provide Lender with such additional
information or documentation as Lender may request from time to time.
	4.20	Lender's Attorney's Fees.  At each
closing, Borrower shall pay Lender's attorney's fees it has incurred related to
the Loan up to a maximum of $10,000.
ARTICLE V
DEFAULT AND REMEDIES

	5.1.	Events of Default.  The occurrence
of any one or more of the following events or the existence of one or more of
the following conditions shall, upon 30 days written notice to Borrower,
constitute an "Event of Default" under this Agreement provided
that the events set forth in Sections 5.1(a), 5.1(c), 5.1(f), 5.1(e), 5.1(g),
5.1(h), 5.1(k), 5.1(l) and 5.1(n) shall constitute an Event of Default
immediately upon their occurrence and Lender shall not be required to provide
the 30 days' written notice for any such events:  



		(a)	Borrower shall fail to pay when due any
installment of principal or interest due under the Notes, whether due on the
date provided for therein or by acceleration or otherwise, or Borrower shall
fail to pay when due any other amounts due under any of the Loan Documents;









Any material breach of a representation or warranty made
in writing to Lender by Borrower or its subsidiaries or affiliates made herein,
in any Loan Documents or in connection with the making of the Loan; 
The breach, default or violation by Borrower or its
subsidiaries or affiliates of any obligation, agreement or covenant contained in
Loan Documents or any other agreements, certificates or writings executed in
connection herewith by Borrower or its subsidiaries or affiliates; unless the
same is cued within any applicable grace period; 

any material provision of any of the Loan Documents shall
at any time for any reason cease to be in full force and effect or shall be
declared to be null and void; 

any litigation or proceeding is pending which may
materially adversely affect the ability of Borrower, its subsidiaries or
affiliates to perform its obligations under the Loan Documents; 

 the failure of the Borrower or its subsidiaries or
affiliates to comply with any other covenants or agreements contained in any of
the Loan Documents and not herein specifically referenced, unless the same is
cured within any applicable grace period; 

a material part of the operations of the Borrower or any
of its subsidiaries or affiliates shall cease for a period of thirty days;


the liquidation, termination or dissolution of Borrower
or any of its subsidiaries or affiliates;

the occurrence of an event of default (as defined
therein) in any of the Loan Documents other than this Agreement;

the occurrence of any of the following transactions
concerning the Borrower without the prior written consent of the Lender (which
shall be given in its sole and absolute discretion): (i) the acquisition of the
Borrower by another entity by means of any transaction or series of related
transactions (including, without limitation, the transfer of more than 50% of
the voting power of the Borrower, reorganization, merger, consolidation); or
(ii) a sale of all or substantially all of the assets of the Borrower; unless
the Borrower's shareholders of record as constituted immediately prior to such
acquisition or sale will, immediately after such acquisition or sale (by virtue
of securities issued as consideration for the Borrower's acquisition or
otherwise) hold at least 50% of the voting power of the surviving or acquiring
entity;

the issuance of any securities by Borrower's subsidiaries
and affiliates without the prior written consent of the Lender; 

the occurrence of any of the following transactions
concerning the Borrower's subsidiaries or affiliates without the prior written
consent of the Lender: (i) the acquisition (in whole or in part) of any
subsidiary or affiliate of the Borrower by another entity or person by means of
any transaction or series of related transactions (including, without
limitation, the stock purchase, stock issuance, reorganization, merger,
consolidation); or (ii) a sale of all or substantially all of the assets of the
Borrower; 
Borrower's Common Stock is de-listed from the Nasdaq
National or SmallCap Market Systems; or 
if Lender shall reasonably deem itself to be insecure.






	5.2.	Remedies.  Upon the
occurrence of any Event of Default hereunder as above provided, and at any time
thereafter, all principal, interest and other amounts payable under the Notes
shall, at the option of Lender, become immediately due and payable without
presentment, demand, protest or other notice of any kind, all of which are
expressly waived by Borrower.  Lender may proceed with every remedy available at
law or in equity or provided for in the Loan Documents or in any other document
executed in connection with the Loan, in such order or sequence as Lender may
determine in its sole discretion, including concurrently, independently, or
successively, and all expenses incurred by Lender in connection with any remedy
shall be deemed indebtedness of Borrower to Lender including, but not limited
to, reasonable attorneys' fees incurred by Lender.  
ARTICLE VI
GENERAL PROVISIONS

	6.1.	Amendments.  No provision or term
of the Loan Documents may be amended, modified, revoked, supplemented, waived or
otherwise changed except by a written instrument duly executed by the party from
whom enforcement is sought.  

	6.2.	Borrower Not Released.  Without
affecting any obligation of Borrower under this Agreement, Lender without notice
or demand may renew, extend or otherwise change the terms and conditions of the
Loan.  

	6.3.	Severability.  Whenever possible,
each provision of the Loan Documents shall be interpreted so as to be effective
and valid under Ohio law.  Should any provision, covenant or agreement contained
in the Loan Documents be deemed invalid, illegal or unenforceable in any
jurisdiction, the validity, legality and enforceability of the remaining
provisions of the Loan Documents shall not be impaired thereby, nor shall the
validity, legality or enforceability of any such defective provision be in any
way affected or impaired in any other jurisdiction.  

	6.4.	Successors and Assigns Bound;
Assignment.  The covenants and agreements contained herein shall bind the
parties hereto and each of their respective successors and assigns.  Borrower
may not assign this Agreement without the prior written consent of Lender.
Subject to the foregoing restriction, this Agreement shall inure to the benefit
of Lender and SDKI, their successors and assigns.  

	6.5.	No Third Party Benefits.  This
Agreement is made for the sole benefit of Borrower, Lender, PNI, FAO, COL, SDKI
and their respective successors and assigns, and no other person or persons
shall have any rights or remedies under or by reason of this Agreement.  

	6.6.	Headings.  The captions and
headings of the paragraphs in the Agreement are for convenience only and are not
used to interpret or define the provisions of the Agreement.  

	6.7.	Governing Law.  This Agreement and
the Loan Documents or any other documents executed in connection with the loan
shall be governed by and interpreted in accordance with the laws of the State of
Ohio, without regard to Ohio's conflict of laws principles.  

	6.8.	Conflict.  Should any provision of
any other Loan Documents conflict with any provision of this Agreement, the
provision selected by Lender, in its sole discretion, shall govern and shall be
controlling.  

6.9 	Jurisdiction.  Borrower, by its execution
hereof (i) hereby irrevocably submits to the exclusive jurisdiction of the State
of Ohio and to the exclusive jurisdiction of the United States District Court
for the Southern District of Ohio for the purpose of any suit, action or other
proceeding arising out of or based upon this Agreement, the Collateral or the
Loan Documents or the subject matter hereof or thereof brought by Lender, any
holder of the obligations of Borrower under the Loan Documents or their
respective successors or assigns, and (ii) agrees not to assert, by way of
motion, as a defense or otherwise, in any such proceeding, any claim that
Borrower is not subject personally to the jurisdiction of the above-named
courts, that Borrower's property is exempt or immune from attachment or
execution, that any such proceeding brought in one of the above-named courts is
brought in an inconvenient forum, that the venue of any such proceeding brought
in one of the above-named courts in improper, or that this Agreement, the
Collateral or any of the Loan Documents, or the subject matter hereof or
thereof, may not be enforced in or by such court.

6.10	Waiver of Jury.  LENDER AND BORROWER HEREBY
VOLUNTARILY, KNOWINGLY AND INTENTIONALLY WAIVE ANY AND ALL RIGHTS TO TRIAL BY
JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING UNDER THIS AGREEMENT OR
CONCERNING THE LOAN DOCUMENTS AND/OR ANY COLLATERAL CONTEMPLATED THEREBY,
REGARDLESS OF WHETHER SUCH ACTION OR PROCEEDING CONCERNS ANY CONTRACTUAL OR
TORTIOUS OR OTHER CLAIM.  BORROWER ACKNOWLEDGES THAT THIS WAIVER OF JURY TRIAL
IS A MATERIAL INDUCEMENT TO LENDER IN EXTENDING CREDIT, THAT LENDER WOULD NOT
HAVE EXTENDED SUCH CREDIT WITHOUT THIS JURY TRIAL WAIVER, AND THAT BORROWER HAS
BEEN REPRESENTED BY AN ATTORNEY OR HAS HAD AN OPPORTUNITY TO CONSULT WITH AN
ATTORNEY IN CONNECTION WITH THIS JURY TRIAL WAIVER AND UNDERSTANDS THE LEGAL
EFFECT OF THIS WAIVER.

	6.11	Obligations of Subsidiaries of Borrower.
PNI, FAI and COL all acknowledge and agree that each of them shall be bound by
Section 4.8 and all obligations, covenants, representations and warranties that
reference any subsidiary or affiliate of Borrower as if such obligations,
covenants, representations and warranties were fully made by them.  PNI, FAI and
COL further acknowledge and agree that each of them shall receive a material
benefit from the Loan received by Borrower from Lender because without it, PNI,
FAI and COL would no longer be able to continue their business as currently
operated.  The obligations of PNI, FAI and COL hereunder were a material
inducement to Lender to enter into this Agreement.

	6.12	Counterparts.  This Agreement may be
executed in one or more counterparts, each of which shall de deemed to be an
original but all of which together will constitute one and the same instrument.
This Agreement may be executed by facsimile signatures which shall have the same
force and effect as original signatures.

	6.13	Entire Agreement.  This Agreement and all
documents and agreements referred to in this Agreement supersede all prior
understandings, agreements and discussions between the parties concerning this
subject matter, with such prior understandings, agreements and discussions
between the parties being merged into this Agreement, and constitutes the entire
agreement between the parties with regard to this subject matter.

	6.14	Survival.  All of the obligations,
covenants, representations and warranties of Borrower and its subsidiaries and
affiliates shall survive the Initial Closing and any subsequent Closing.

ARTICLE VII

CONDITIONS TO SUBSEQUENT CLOSINGS

7.1	The obligation of Lender to complete any subsequent
Closing after the Initial Closing are subject to the satisfaction of each of the
following conditions:

		(i)	Receipt of certified resolutions of Borrower
and its subsidiaries and affiliates authorizing the Loan and the grant of the
security interest in the Collateral to Lender;

		(ii)	Execution of the Loan Documents by Borrower
and its subsidiaries and affiliates, including any Notes representing the
additional proceeds being disbursed in a subsequent Closing;

		(iii)	No Event of Default exists;

		(iv)	Confirmation from the applicable federal and
state filing offices of Lender's perfected security interest in the
Collateral;

		(v)	Receipt of evidence satisfactory to Lender and
its legal counsel, in their sole discretion, of Lender's first and best lien
position with respect to the Collateral with the exception of the Collateral set
forth in Item 4.7 of the Disclosure Schedule;



		(vi)	Receipt of  Borrower's certified resolutions authorizing the
issuance and reservation of shares of Common Stock upon the exercise of the
Warrants and the conversion rights set forth in the Notes in a form satisfactory
to Lender;

		(vii)	All representations and warranties set forth in the
Agreement or any Loan Document are true and correct as of the date of any
subsequent Closing;



		(viii)	Receipt of a No Default Certificate from
the Borrower and each subsidiary and affiliate of Borrower in a form acceptable
to Lender.

[Signature Page to Follow]


IN WITNESS WHEREOF, the parties hereto executed this Loan
Agreement as of the date first written above.

BORROWER:
POPMAIL.COM, INC., 

By:						

Its:___________________________


PMI:
POPMAIL NETWORK, INC.

By:						

Its:___________________________


LENDER:
GSI VENTURES, LLC,

By: SDK INVESTMENTS, INC., Manager
By:___________________________________
Stephen D. King
President

FAI:
FAN ASYLUM, INC.

By:						

Its:___________________________

SDKI:
SDK INVESTMENTS, INC., 

By:						

Stephen D. King
President

COL:
CAFE ODYSSEY, LLC

By:						

Its:___________________________




DISCLOSURE SCHEDULE

ITEM 3.1	SUBSIDIARIES AND AFFILIATES

ITEM 3.6	LITIGATION





ITEM 3.14 	NAMES OF BUSINESSES; ADDRESSES WHERE COLLATERAL LOCATED;
PRINCIPAL OFFICE ADDRESS OF BORROWER, SUBSIDIARIES AND AFFILIATES

ITEM 3.15	CONTINGENT LIABILITIES





ITEM 4.7	ENCUMBRANCES ON COLLATERAL



113679.5

SCHEDULE 3.1
Subsidiaries and Affiliates




Fan Asylum, Inc.
Popmail Network, Inc.
Café Odyssey, Inc.
Schedule 3.6
Litigation

The Company entered into a bridge loan transaction on or about October 6,
2000, in which it issued a promissory note in favor of Great Western Business
Services in the principal amount of $600,000.  The note was payable in 30 days
and was secured by certain computer equipment owned by the Company.
Additionally, the lender obtained a "contingent" security interest in
the Company's units of Cafe Odyssey, LLC, which vested upon an event of default
thereunder.  The Company has failed to repay the note and the lender has
recently given the Company notice of such default.  Additionally, the lender has
informed the Company that it intends to retrieve the collateral as soon as is
practicable.  The lender has not given any notice or otherwise communicated to
the Company its intentions with respect to its interest in the Cafe Odyssey
units.   Cafe Odyssey, LLC currently has no assets.

Schedule 3.14
Names of Businesses and Addresses





Fan Asylum, Inc.
1250 Folsom Street
San Francisco, CA  94103

Popmail Network, Inc.
1333 Corporate Drive, Suite 350
Irving, TX  75038

Café Odyssey, LLC






500 16th St. Suite 350
Denver, CO  80202



4. 	Cafe Odyssey	
	320 South Avenue
	Mall of America
	Bloomington, MN  55425


Schedule 3.15
Contingent Liabilities

The Kenwood Restaurant opened in December 1996 under the name
Hotel Discovery and was closed by the Company in August 1999. In November 1999,
the Company assigned the related lease (described below) in connection with the
pending sale of restaurant assets to a third party, who subsequently reopened
the restaurant under another name and continues to operate the same. The
property is approximately 17,000 square feet in size on three levels and is
located at the northeast corner of Sycamore Plaza at Kenwood Shopping Center in
Cincinnati, Ohio. Although the third party has paid all payments due under the
lease since November 1999, the Company remains primarily obligated under the
lease. 

The initial term of the lease is 15 years with an option for
two additional five-year periods. The lease provides for the payment of both a
monthly fixed minimum rent and a percentage rent based on gross sales in excess
of an escalating base amount. The monthly fixed minimum rent is $12,833 for the
first five years of the initial lease term, $14,117 for the sixth through tenth
years of the initial lease term, $15,400 for the eleventh through fifteenth
years of the initial lease term.

In addition to the fixed minimum rent, the lease provides for
the payment of a percentage rent equal to 4% of the gross sales from the
restaurant in excess of the following annual gross sales amounts; $3,850,000 for
the first five years of the initial lease term, $4,235,000 for the sixth through
tenth years of the initial lease term, $4,620,000 for the eleventh through
fifteenth years of the initial lease term. No percentage rent was paid in 1998
or 1999. In addition to the fixed minimum rent and percentage rent, the Company
is required to pay its proportionate share of common area maintenance costs;
taxes, insurance, maintenance and operating costs. 

Schedule 4.7
Encumbrances

See Schedule 3.6.



EX-10.57
29
exh1057.htm
EXHIBIT











Exhibit 10.57
AMENDMENT NO. 1 TO THE LOAN
AGREEMENT


	This Amendment No. 1 to that certain Loan Agreement by and among GSI
Ventures, LLC, an Ohio limited liability company ("Lender") PopMail.com,
inc., a Minnesota corporation (the "Borrower"), SDK Investments, Inc., an
Ohio corporation ("SDKI"), PopMail Network, Inc., a Texas corporation
("PNI"), Fan Asylum, Inc., a California corporation ("FAI"),
Café Odyssey, LLC, a Minnesota limited liability company ("COL")
dated December 1, 2000 is made among all parties to that Agreement as of
December 8, 2000.

	In consideration of the mutual covenants and agreements contained herein
and other good and valuable consideration, the receipt, sufficiency and adequacy
of which are hereby acknowledged, the parties hereby covenant and agree as
follows:



The parties do hereby agree to amend the Agreement as follows:



Recitals:  The recitals the Agreement are amended and
superceded in their entirety with the following:

	A.	Lender has agreed to loan Borrower up to the principal amount of
$400,000 and at Lender's option, in its sole and absolute discretion, an
additional principal amount of $3,600,000.

	B.	Borrower has agreed to borrow up to $400,000  from Lender and the
additional $3,600,000 from Lender, to the extent that Lender makes that amount
available to Borrower.  

	C.	SDKI has acted as a finder in connection with the loan to be made
by Lender to Borrower and, as a result, Borrower has agreed to pay SDKI a
finder's fee consisting of cash and warrants to purchase Borrower's common
stock.  

	D.	PNI, FAI and COL are wholly owned subsidiaries of Borrower and will
materially benefit from the loan Borrower will receive from Lender.

	E.	As a condition to Lender making a loan to Borrower, Lender requires
PNI, FAI and COL to execute this Agreement and be bound by certain terms of this
Agreement.

Event of Default:  A new Section 5.1(o) is added to the
Agreement and will read as follows:





the Borrower shall have materially breached its obligations to J.P. Carey
Securities, Inc. set forth in Section 2(a) of that certain Registration Rights
Agreement dated June 12, 2000 among PopMail.com, inc. and the Buyers set forth
in such agreement.




Capitalized Terms.  All capitalized terms not otherwise defined
herein shall have the same meaning as in the Agreement.


In Witness Whereof, the parties hereto have executed this Amendment No 1 to
the Loan Agreement as of the date first written above.
BORROWER:
POPMAIL.COM, INC., 

By:						

Its:___________________________

PMI:
POPMAIL NETWORK, INC.

By:						

Its:___________________________

LENDER:
GSI VENTURES, LLC,

By: SDK INVESTMENTS, INC., Manager
By:___________________________________
Stephen D. King
President

FAI:
FAN ASYLUM, INC.

By:						

Its:___________________________

SDKI:
SDK INVESTMENTS, INC., 

By:						

Stephen D. King
President

COL:
CAFE ODYSSEY, LLC

By:						

Its:___________________________


















EX-10.58
30
exh1058.htm
EXHIBIT













Exhibit 10.58



NEITHER THIS NOTE NOR THE SHARES OF COMMON STOCK ISSUABLE
UPON CONVERSION HEREUNDER HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION (TOGETHER, THE
"SECURITIES LAWS") AND MAY NOT BE OFFERED FOR SALE, SOLD OR
OTHERWISE  TRANSFERRED  OR  ENCUMBERED  IN  THE  ABSENCE  OF COMPLIANCE WITH
SUCH SECURITIES LAWS AND UNTIL THE COMPANY (AS DEFINED HEREIN) THEREOF SHALL
HAVE RECEIVED AN OPINION FROM COUNSEL REASONABLY ACCEPTABLE TO IT THAT THE
PROPOSED DISPOSITION WILL NOT VIOLATE ANY APPLICABLE SECURITIES LAWS.  

POPMAIL.COM, INC.

CONVERTIBLE PROMISSORY NOTE
WITH COGNOVIT PROVISION

	Irving, Texas
$70,000.00	February 8, 2001

	THIS CONVERTIBLE PROMISSORY NOTE (the
"Note") is one of a duly authorized issue of Convertible
Promissory Notes of PopMail.com., inc., a corporation duly organized and
existing under the laws of the State of Minnesota (the
"Company"), designated as its 12% Convertible Promissory Notes
Due January 5, 2002, in an aggregate principal amount not exceeding U.S.
$4,000,000 (the "Notes").

	FOR VALUE RECEIVED, the Company promises to pay to
GSI Ventures, LLC, an Ohio limited liability company
("Holder"), in lawful money of the United States of America,
the principal sum of  Seventy Thousand Dollars ($70,000.00), together with
interest in arrears on the unpaid principal balance at a rate equal to Twelve
Percent (12%) per annum, in the manner provided below.  Interest shall be
calculated on the basis of a 360-day year of twelve 30-day months and accrued on
a daily basis for the actual number of days elapsed from the date hereof on the
principal balance from time to time outstanding as hereinafter provided.

1.	Payments.

 	1.1	Principal and Interest. Accrued interest
under this Note shall be due and payable in quarterly installments on February
1, 2001, May 1, 2001, August 1, 2001 and November 1, 2001 and the entire
outstanding principal balance of the Note, together with all accrued but unpaid
interest thereon, shall be due and payable in full on January 5, 2002 (the
"Maturity Date"). Notwithstanding anything to the contrary
contained herein, upon Holder's consent, which shall be made in its sole and
absolute discretion, Company may pay any portion of the quarterly installments
of accrued interest payable hereunder with shares of Company's common stock, par
value $.01 per share (the "Common Stock").  The value of the
Common Stock used to pay any such quarterly installments of accrued interest
shall be determined by the closing sale price of the Common Stock as reported by
Nasdaq on the preceding trading day before the quarterly installment is
paid.

1.2	Manner of Payment.  Except as otherwise
provided herein, all payments of principal and interest on this Note shall be
made in immediately available funds.  If any payment of principal or interest on
this Note is due on a day which is not a Business Day, such payment shall be due
on the next succeeding Business Day, and such extension of time shall not be
taken into account in calculating the amount of interest payable under this
Note.  "Business Day" means any day other than a Saturday,
Sunday or legal holiday in the State of Ohio.

1.3	Prepayment.  The Company may, without premium
or penalty, at any time and from time to time, prepay all or any portion of the
outstanding principal balance due under this Note, provided that each such
prepayment is accompanied by the accrued interest on the amount of principal
prepaid calculated to the date of such prepayment.  The Company shall provide
Holder with not less than fifteen (15) days written notice prior to such
prepayment.  In the event a transaction described in Section 4.3 hereof is
contemplated prior to or contemporaneous with prepayment, said written notice
shall include the information specified in the notice made pursuant to Section
4.3 hereof.  
1.4	Default Interest.  Upon the occurrence of an
Event of Default (as defined below), this Note shall accrue interest at a
default rate of interest equal to the lesser of 18% per annum or the maximum
rate permitted under Ohio Law.

2.	Default.

	2.1	Event of Default.  The occurrence of any
one or more of the following events with respect to Company shall, upon 30 days'
written notice to the Company, constitute an event of default hereunder
("Event of Default") provided that, the events set forth in
Sections 2.1(a), 2.1(b), 2.1(c) and 2.1(d) shall constitute an Event of Default
immediately upon their occurrence and Lender shall not be required to provide
the 30 days written notice for any such event:

(a)	If Company shall fail to pay when due any payment of
principal or interest or other amount due on this Note.

(b)	If, pursuant to or within the meaning of the United
States Bankruptcy Code or any other federal or state law relating to insolvency
or relief of debtors (a "Bankruptcy Law"), the Company shall
(i) commence a voluntary case or proceeding; (ii) consent to the entry of an
order for relief against it in an involuntary case; (iii) consent to the
appointment of a trustee, receiver, assignee, liquidator or similar official;
(iv) make an assignment for the benefit of its creditors; or (v) admit in
writing its inability to pay its debts as they become due.







If a court of competent jurisdiction enters an order or
decree under any Bankruptcy Law that (i) is for relief against the Company in an
involuntary case, (ii) appoints a trustee, receiver, assignee, liquidator or
similar official for the Company or substantially all of the Company=s
properties, or (iii) orders the liquidation of the Company, and in each case the
order or decree is not dismissed within  30 days.





	(d)  	If an event of default occurs as defined in that
certain Loan Agreement executed on or about December 1, 2000 by and between the
Company, Holder, the Company's subsidiaries and SDK Investments, Inc., and as
amended on December 8, 2000 (the "Loan Agreement") or an event
of default occurs as defined in any of the Loan Documents, regardless of whether
or not such event of default is caused by Company or any of its subsidiaries or
affiliates who are a party to the Loan Agreement or the Loan Documents.

	(e) 	A breach of any obligation or covenant of Company
set forth in this Note.







Any representation or warranty made in writing to
Holder by Company made in this Note or in connection with the making of the Loan
shall prove at any time to have been incorrect or materially misleading when
made.








Notice by the Company. The Company shall notify
Holder in writing within five days after the occurrence of any Event of Default
of which the Company acquires knowledge.

Remedies.  Upon the occurrence of any Event
of Default hereunder as above provided, and at any time thereafter, all
principal, interest and other amounts payable under this Note shall, at the
option of Holder, become immediately due and payable without presentment,
demand, protest or other notice of any kind, all of which are expressly waived
by Company.  Holder may proceed with every remedy available at law or in equity
or provided for in the Loan Documents or in any other document executed in
connection with the Loan, in such order or sequence as Holder may determine in
its sole discretion, including concurrently, independently, or successively, and
all expenses incurred by Holder in connection with any remedy shall be deemed
indebtedness of Company to Holder including, but not limited to, reasonable
attorneys' fees incurred by Holder.



3.	Conversion.




Holder Conversion.  









The Holder shall have the right, at the Holder's option,
at any time prior to payment in full of the principal balance of this Note, to
convert this Note, in accordance with the provisions of Section 3.2 hereof, in
whole or in part, into fully paid and nonassessable shares of Common Stock (the
"Common Stock") of the Company.  The number of shares of Common
Stock into which this Note may be converted ("Conversion
Shares") shall be determined by dividing: [A] the sum of (i) the
outstanding principal amount of the Note to be converted, (ii) all accrued
interest thereon to the date of conversion, and (iii) all other indebtedness
Company owes Holder under this Note, by [B] the amount equal to 140% of the
"Market Price" of the Common Stock (the "Conversion
Price"). 





 		(b) 	Notwithstanding Section 3.1(a), in the event
that Company has paid any amount it owes to Holder pursuant to this Note
("Partial Payment"), then from the date of the Partial Payment
for a period of 90 days, Holder shall have the right to purchase at a strike
price equal to the Conversion Price (the "Purchase Price") a
certain number of shares of the Common Stock (the "Purchase
Right").  The number of shares of Common Stock that Holder may purchase
shall be determined by dividing the Partial Payment by the Conversion Price.
For purposes of this Note, any shares of Common Stock that Holder purchases
pursuant to its Purchase Right shall be considered Conversion Shares.  The
Purchase Right may be exercised by Holder, in whole or in part, by written
notice to the Company, together with payment by Holder to the Company of the
Purchase Price in immediately available funds.

3.2	Conversion Procedure.

(a)	Notice of Conversion and Purchase Right
Pursuant to Section 3.1.  Before the Holder shall be entitled to convert
this Note into shares of Common Stock, it shall surrender this Note at the
office of the Company and shall give written notice  in the form attached hereto
as Exhibit A (the "Holder Conversion Notice") to the
Company at its principal corporate office, of the election to convert all or a
portion of this Note pursuant to Section 3.1(a).  If this Note is converted in
part only, the Company shall execute and deliver a new note to the Holder
thereof in the principal amount equal to the portion of this Note not so
converted.  Before the Holder may exercise its Purchase Right, it shall give
written notice to the Company at its principal corporate office, of its exercise
of its Purchase Right pursuant to Section 3.1(b) prior to the expiration of the
90-day period the Purchase Right is available.







Mechanics and Effect of Conversion.  No
fractional shares of Common Stock shall be issued upon conversion of this Note
or exercise of the Purchase Right.  Upon the conversion of this Note pursuant to
Section 3.1(a) above, the Holder shall surrender this Note, duly endorsed, at
the principal office of the Company.  At its expense, the Company shall, as soon
as practicable after receiving the Holder Conversion Notice or notice of
Holder's exercise of its Purchase Right, issue and deliver to such Holder at
such principal office a certificate or certificates for the number of shares of
Common Stock to which the Holder shall be entitled upon such conversion or
purchase (bearing such legends as are required by the Loan Agreement or
applicable state and federal securities laws in the opinion of counsel to the
Company), together with a new note for the principal amount of the Note that was
not converted, if any.  Upon conversion of all or a portion of this Note, the
Company shall be forever released from all its obligations and liabilities under
this Note, to the extent of the principal amount so converted.





3.3	Limitations on Conversion.  Unless the Company
shall have obtained the approval of its voting shareholders to such issuance in
accordance with the rules of Nasdaq or any other stock market rules with which
the Company shall be required to comply, but only to the extent required
thereby, the Company shall not issue shares of its Common Stock (i) upon
conversion of any of the principal sum outstanding hereunder, or (ii) as
interest on the principal sum due hereunder, if such issuance of Common Stock,
when added to the number of shares of Common Stock previously issued by the
Company (x) upon conversion of the principal sum due under the Notes and (y) in
payment of interest due under the Notes, would equal or exceed 20 percent of the
number of shares of the Company's Common Stock that were issued and outstanding
on the date hereof (the "Maximum Issuance Amount").  In the
event that a properly executed Holder Conversion Notice is received by the
Company which would require the Company to issue shares of Common Stock equal to
or in excess of the Maximum Issuance Amount, the Company shall honor such
conversion request by (a) converting the amount of the principal and interest
stated in such conversion notice that is not in excess of the Maximum Issuance
Amount and (b) paying the remaining principal and interest due requested by
Holder to be converted; provided that, Company shall first use its best efforts
to obtain as soon as practicable after obtaining a Holder Conversion Notice the
approval of its voting shareholders to issue Conversion Shares in excess of the
Maximum Issuance Amount.




Limitations on Issuance of Common Stock.
Notwithstanding anything herein to the contrary, in no event shall the Holder be
permitted to receive Conversion Shares upon exercising its conversion rights or
Common Stock as payment for accrued interest on this Note (collectively referred
to as "Conversion Rights") to the extent that (x) the number of shares
of Common Stock beneficially owned by the Holder (other than shares of Common
Stock issuable upon exercise of Holder's Conversion Rights) plus (y) the number
of shares of Common Stock issuable upon exercise of the Holder's Conversion
Rights, would be equal to or exceed 4.9% of the number of shares of Common Stock
then issued and outstanding, including shares issuable upon exercise of the
Holder's Conversion Rights after application of this Section 3.4.  As used
herein, beneficial ownership shall be determined in accordance with Section
13(d) of the Securities Exchange Act of 1934 (the "Exchange Act").  To
the extent that the limitation contained in this Section 3.4 applies, the
determination of whether Holder may exercise its Conversion Rights (in relation
to other securities owned by the Holder) and of which a portion of the
Conversion Rights are exercisable shall be in the sole discretion of the Holder,
and the submission of a Holder Conversion Notice (or written notice in the case
of payment of accrued interest in shares of Common Stock) shall be deemed to be
the Holder's determination of whether the Conversion Rights are exercisable (in
relation to other securities owned by the Holder) and of which portion of the
Conversion Rights are exercisable, in each case subject to such aggregate
percentage limitation, and the Company shall have no obligation to verify or
confirm the accuracy of such determination.  Nothing contained herein shall be
deemed to restrict the right of the Holder to exercise its Conversion Rights at
such time as such exercise will not violate the provisions of this Section 3.4.
The provisions of this Section 3.4 may be waived by the Holder upon, at the
election of the Holder, 61 days' prior notice to the Company, and the provisions
of this Section 3.4 shall continue to apply until such 61st day (or
such later date as may be specified in such notice of waiver).  No exercise of
the Conversion Rights in violation of this Section 3.4 but otherwise in
accordance with this Note shall affect the status of the Common Stock issued
upon such exercise as validly issued, fully-paid and
nonassessable.



4.	Anti-Dilution Adjustments.

4.1	Adjustments for Stock Splits and Subdivisions.
In the event the Company should at any time or from time to time after the date
of issuance hereof fix a record date for the effectuation of a split or
subdivision of the outstanding shares of Common Stock or the determination of
holders of Common Stock entitled to receive a dividend or other distribution
payable in additional shares of Common Stock or other securities or rights
convertible into, or entitling the holder thereof to receive directly or
indirectly, additional shares of Common Stock (hereinafter referred to as
"Common Stock Equivalents") without payment of any consideration by
such holder for the additional shares of Common Stock or the Common Stock
Equivalents (including the additional shares of Common Stock issuable upon
conversion or exercise thereof), then, as of such record date (or the date of
such dividend distribution, split or subdivision if no record date is fixed),
the Conversion Price of this Note shall be appropriately decreased so that the
number of shares of Common Stock issuable upon conversion of this Note shall be
increased in proportion to such increase of outstanding shares.

4.2	Adjustments for Reverse Stock Splits. 
If the number of shares of Common Stock outstanding at any time after the date
hereof is decreased by a combination of the outstanding shares of Common Stock
through a reverse stock split, then, following the record date of such
combination, the Conversion Price for this Note shall be appropriately increased
so that the number of shares of Common Stock issuable on conversion of this Note
shall be decreased in proportion to such decrease in outstanding shares.

4.3	Adjust for Reorganization, Reclassification, Merger
and Sale.  If any capital reorganization or reclassification of the capital
stock of the Company, or consolidation or merger of the Company with another
corporation, or the sale of all or substantially all of its assets to another
corporation shall be effected in such a way that holders of the Company's Common
Stock shall be entitled to receive stock, securities or assets with respect to
or in exchange for such common shares, then, as a condition of such
reorganization, reclassification, consolidation, merger or sale, the Holder
shall have the right to convert and receive upon the basis and upon the terms
and conditions specified in this Note and in lieu of the shares of the Common
Stock of the Company immediately theretofore convertible and receivable upon the
exercise of the rights represented hereby, such shares of stock, other
securities or assets as would have been issued or delivered to the Holder as if
it had exercised this Note and had received such shares of common stock prior to
such reorganization, reclassification, consolidation, merger or sale.  The
Company shall not effect any such consolidation, merger or sale, unless prior to
the consummation thereof the successor corporation (if other than the Company)
resulting from such consolidation or merger or the corporation purchasing such
assets shall assume by written instrument executed and mailed to the registered
Holder of this Note at the last address of such Holder appearing on the books of
the Company, the obligation to deliver to such Holder such shares of stock,
securities or assets as, in accordance with the foregoing provisions, such
Holder may be entitled to convert.

4.4	Other Adjustment.  If the Company takes
any other action, or if any other event occurs which does not come within the
scope of the provisions of Sections 4.1 through 4.3, but which should result in
an adjustment in the Conversion Price and/or the number of shares subject to
this Note in order to fairly protect the purchase rights of the Holder, an
appropriate adjustment in such purchase rights shall be made by the Company.

4.5	Reservation of Stock Issuable Upon Conversion.
The Company shall at all times reserve and keep available out of its authorized
but unissued shares of Common Stock solely for the purpose of effecting the
issuance of the Conversion Shares such number of its shares of Common Stock as
shall from time to time be sufficient to issue the Conversion Shares; and if at
any time the number of authorized but unissued shares of Common Stock shall not
be sufficient to effect the issuance of the Conversion Shares,  in addition to
such other remedies as shall be available to the holder of this Note, the
Company will use its best efforts to take such corporate action as may, in the
opinion of Holder's counsel, be necessary to increase its authorized but
unissued shares to such number of shares as shall be sufficient for such
purposes.

5.	Miscellaneous.

5.1	Waiver.  The rights and remedies of Holder
under this Note shall be cumulative and not alternative.  No waiver by Holder of
any right or remedy under this Note shall be effective unless in a writing
signed by Holder.  Neither the failure nor any delay in exercising any right,
power or privilege under this Note will operate as a waiver of such right, power
or privilege and no single or partial exercise of any such right, power or
privilege by Holder will preclude any other or further exercise of such right,
power or privilege or the exercise of any other right, power or privilege.  To
the maximum extent permitted by nonwaivable applicable law, (a) no claim or
right of Holder arising out of this Note can be discharged by Holder, in whole
or in part by a waiver or renunciation of the claim or right unless in a
writing, signed by Holder; (b) no waiver that may be given by Holder will be
applicable except in the specific instance for which it is given; and (c) no
notice to or demand on the Company will be deemed to be a waiver of any
obligation of the Company or of the right of Holder to take further action
without notice or demand as provided in this Note.  The Company hereby waives
presentment, demand, protest and notice of dishonor and protest.

5.2	Notices.  The Company shall give any notice
required or permitted to be given hereunder to the Holder or the Holder to the
Company in accordance with the Loan Agreement. 

5.3	Severability.  If any court of competent
jurisdiction holds any provision in this Note invalid or unenforceable, the
other provisions of this Note will remain in full force and effect. Any
provision of this Note held invalid or unenforceable only in part or degree will
remain in full force and effect to the extent not held invalid or
unenforceable.

5.4	Governing Law.  This Note will be governed by
the laws of the State of Ohio without regard to conflicts of laws
principles.

5.5	Parties in Interest; Assignment.  This Note
shall bind the Company and its successors and assigns.  Subject to the
provisions of the legend on this Note, the Holder may assign this Note upon
providing Company notice of such assignment.




Section Headings, Construction.  The headings of
Sections in this Note are provided for convenience only and will not affect its
construction or interpretation.  All references to "Section" or
"Sections" refer to the corresponding Section or Sections of this Note
unless otherwise specified.



5.7  	Capitalized Terms.  All capitalized terms
used in this Note and not defined herein shall have the same meaning as in the
Loan Agreement.  
	5.8	Gender.  All words used in this Note will
be construed to be of such gender or number, as the circumstances require.
Unless otherwise expressly provided, the words "hereof" and
"hereunder" and similar references refer to this Note in its entirety
and not to any specific section or subsection hereof.

	5.9 	 JURY WAIVER.  THE UNDERSIGNED AND HOLDER
(BY ITS ACCEPTANCE HEREOF) HEREBY VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND
UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY
DISPUTE (WHETHER BASED UPON CONTRACT TORT OR OTHERWISE) BETWEEN OR AMONG THE
UNDERSIGNED AND HOLDER ARISING OUT OF OR IN ANY WAY RELATED TO THIS DOCUMENT,
ANY OTHER RELATED DOCUMENT, OR ANY RELATIONSHIP BETWEEN HOLDER AND THE
UNDERSIGNED.  THIS PROVISION IS A MATERIAL INDUCEMENT TO HOLDER TO PROVIDE THE
FINANCING DESCRIBED HEREIN OR IN THE OTHER LOAN DOCUMENTS.

5.10	Jurisdiction.  Company, by its execution
hereof (i) hereby irrevocably submits to the exclusive jurisdiction of the State
of Ohio and to the exclusive jurisdiction of the United States District Court
for the Southern District of Ohio for the purpose of any suit, action or other
proceeding arising out of or based upon this Note, the Loan Agreement or any
Loan Document or the subject matter hereof or thereof brought by Holder or its
successors or assigns, and (ii) agrees not to assert, by way of motion, as a
defense or otherwise, in any such proceeding, any claim that Company is not
subject personally to the jurisdiction of the above-named courts, that Company's
property is exempt or immune from attachment or execution, that any such
proceeding brought in one of the above-named courts is brought in an
inconvenient forum, that the venue of any such proceeding brought in one of the
above-named courts in improper, or that this Note, the Loan Agreement or any
Loan Document, or the subject matter hereof or thereof, may not be enforced in
or by such court.

CONFESSION OF JUDGMENT.  UPON AN EVENT OF DEFAULT,
COMPANY HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY-AT-LAW TO APPEAR
IN ANY COURT OF RECORD AND TO CONFESS JUDGMENT AGAINST COMPANY FOR THE UNPAID
AMOUNT OF THIS NOTE, PLUS ATTORNEYS' FEES AS PROVIDED IN THIS NOTE, PLUS COSTS
OF SUIT, AND TO RELEASE ALL ERRORS, AND WAIVE ALL RIGHTS OF APPEAL.   IF A COPY
OF THE NOTE, VERIFIED BY AN AFFIDAVIT, SHALL HAVE BEEN FILED IN THE PROCEEDING,
IT WILL NOT BE NECESSARY TO FILE THE ORIGINAL AS A WARRANT OF ATTORNEY.  COMPANY
WAIVES THE RIGHT TO ANY STAY OF EXECUTION AND THE BENEFIT OF ALL EXEMPTION LAWS
NOW OR HEREAFTER IN EFFECT. NO SINGLE EXERCISE OF THE FOREGOING WARRANT AND
POWER TO CONFESS JUDGMENT WILL BE DEEMED TO EXHAUST THE POWER, WHETHER OR NOT
ANY SUCH EXERCISE SHALL BE HELD BY ANY COURT TO BE INVALID, VOIDABLE, OR VOID;
BUT THE POWER WILL CONTINUE UNDIMINISHED AND MAY BE EXERCISED FROM TIME TO TIME
AS HOLDER MAY ELECT UNTIL ALL AMOUNTS OWING ON THIS NOTE HAVE BEEN PAID IN
FULL.

WARNING - BY SIGNING THIS PAPER YOU GIVE UP YOUR
RIGHT TO NOTICE AND COURT TRIAL.  IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY
BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN
BE USED TO COLLECT FROM REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE
CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY
WITH THE AGREEMENT, OR ANY OTHER CAUSE.


IN WITNESS WHEREOF, the Company has executed and
delivered this Note as of the date first stated above.

POPMAIL.COM, INC.


By:______________________________
Title:   Chief Executive Officer  


Acknowledged and agreed to this 
____ day of February, 2001.

GSI Ventures, LLC

By:					

     Its:					


Execution Version
	EXHIBIT A



NOTICE OF CONVERSION
AT THE ELECTION OF THE HOLDER

(To Be Signed Only Upon Conversion of Note)


TO POPMAIL.COM, INC.

The undersigned, the holder of the foregoing Note, hereby
surrenders such Note for conversion into shares of Common Stock of POPMAIL.COM,
INC., to the extent of $_____ of the unpaid principal amount of such Note, and
requests that the certificates for such shares be issued  in  the  name  of,
and  delivered  to,  ______________  whose  address  is
________________________________.  


Dated: __________________________________



_________________________________














 (Signature must conform in all respects to 













name of holder as specified on the face of 
the Note)



_________________________________
(Address)



















EX-10.59
31
exh1059.htm
EXHIBIT











Exhibit 10.59


Schedule of Convertible Promissory Notes
Issued in Connection with Convertible Secured Debt
Financing



Date of	Name of				Date of
Note	Holder		Amount		Repayment


12/01/00	GSI Ventures, LLC	400,000		January 5, 2002

12/08/00	GSI Ventures, LLC	100,000		January 5, 2002

12/13/00	GSI Ventures, LLC	100,000		January 5, 2002

12/15/00	GSI Ventures, LLC	100,000		January 5, 2002

02/08/01	GSI Ventures, LLC	  70,000		January 5, 2002




















EX-10.60
32
exh1060.htm
EXHIBIT












Exhibit 10.60

LOAN AGREEMENT

	THIS LOAN AGREEMENT ("Agreement")
is made by and among THE SHAAR FUND LTD. ("Lender"),
POPMAIL.COM, INC., a Minnesota corporation (the
"Borrower"), SDK INVESTMENTS, INC., an Ohio corporation
("SDKI"), POPMAIL NETWORKS, INC., a Texas corporation
("PNI"), FAN ASYLUM, INC., a California corporation ("FAI")
and CAFÉ ODYSSEY, LLC, a Minnesota limited liability company
("COL") this 21st day of December, 2000.
RECITALS

	A.	Lender has agreed to loan Borrower up to the
principal amount of $200,000.

	B.	Borrower has agreed to borrow up to $200,000  from
Lender.  

	C.	SDKI has acted as a finder in connection with the
loan to be made by Lender to Borrower and, as a result, Borrower has agreed to
pay SDKI a finder's fee consisting of cash and a warrant to purchase Borrower's
common stock.  

	D.	PNI, FAI and COL are wholly owned subsidiaries of
Borrower and will materially benefit from the loan Borrower will receive from
Lender.

	E.	As a condition to Lender making a loan to Borrower,
Lender requires PNI, FAI and COL to execute this Agreement and be bound by
certain terms of this Agreement.

	IN CONSIDERATION of the premises, the mutual
covenants and agreements contained herein and other good and valuable
consideration, the receipt, sufficiency and adequacy of which are hereby
acknowledged, Lender, Borrower PNI, FAI, COL, and SDKI hereby covenant and agree
as follows:  
ARTICLE I
THE LOAN




Agreement to Borrow and Lend.  Subject
to all of the terms, provisions, conditions, covenants and agreements contained
in this Agreement, Lender agrees to make a loan to Borrower (the
"Loan") in the principal amount of Two Hundred Thousand Dollars
($200,000) (the "Loan Proceeds"), which shall be used in
accordance with the terms set forth herein.  

Closing.  The Loan Proceeds shall be distributed
at one closing which shall occur on December 21, 2000, or on such other date as
the parties shall agree (the "Closing").   

Convertible Promissory Note.  The Loan will be
evidenced by a convertible promissory note (the "Note") in the
form attached hereto as Exhibit A that will be executed by Borrower and
delivered to Lender.  

Interest.  The outstanding principal balance of
the Note shall bear interest at a rate of Twelve Percent (12%) per annum as set
forth in the Note. 

Payment Terms.  Accrued interest under the
Note shall be due and payable in quarterly installments on February 1, 2001, May
1, 2001, August 1, 2001 and November 1, 2001 and the entire outstanding
principal balance of the Loan, together with all accrued but unpaid interest
thereon, shall be due and payable in full on January 5, 2002 (the
"Maturity Date"). Notwithstanding anything to the contrary
contained herein, upon Lender's consent, which shall be made in its sole and
absolute discretion, Borrower may pay any portion of the quarterly installments
of accrued interest of the Loan with shares of Borrower's common stock, par
value $.01 per share (the "Common Stock").  The value of the
Common Stock used to pay any quarterly installments of accrued interest shall be
determined by the closing sale price of the Common Stock as reported by Nasdaq
on the preceding trading day before the quarterly installment is paid.

Conversion Right.  The Lender shall have the right
to convert all or any portion of the debt evidenced by the Note into Borrower's
Common Stock in accordance with the terms of the Note.


ARTICLE II

WARRANTS TO PURCHASE COMMON STOCK

	2.1.	Warrant to Purchase Common Stock to
Lender.  The Borrower hereby agrees to issue to Lender as a part of
the consideration for Lender making the Loan to Borrower, a warrant to purchase
the number of shares of Common Stock equal to fifty percent (50%) of the
aggregate face value of the Note and in the form attached hereto as Exhibit
B (the "Lender Warrant"). 




Warrant to Purchase Common Stock to SDKI.
As partial consideration for introducing the Borrower to the Lender, the
Borrower hereby agrees to issue to SDKI a warrant to purchase the number of
shares of Common Stock equal to ten percent (10%) of the aggregate face value of
each Note and in the form attached hereto as Exhibit C ("SDKI
Warrant" and together with the Lender Warrant, the
"Warrants").  

Share Calculation For Warrants; Strike Price;
Issuance.  For purposes only of determining the number of shares which shall
be granted upon exercise of the Warrants, the Common Stock shall be deemed to
have a value of $1.00 per share.  The strike price for each Lender Warrant shall
be 120% of the Market Price (as that term is defined in the Note), and the
strike price for each SDKI Warrant shall be the Market Price.  The Borrower
shall issue the Warrant at the Closing.  The Warrants shall be exercisable for a
period of at least five years.


ARTICLE III
BORROWER'S REPRESENTATIONS AND WARRANTIES

	The Borrower hereby represents and warrants to
Lender that the following are true and correct as of the date hereof and shall
be true and correct as of the date of the Closing and shall remain true and
correct during the term of all of the Loan Documents (as defined below):  

3.1	Borrower and each of its subsidiaries and affiliates
(a) is a duly organized and validly existing corporation in good standing under
the laws of the jurisdiction of its formation, (b) has the power and authority
and the legal right to own its property and assets and to transact the business
in which it is engaged and (c) is duly qualified as a foreign corporation  or
otherwise licensed and authorized to transact business and in good standing in
each jurisdiction where the ownership, leasing or operation of property or the
conduct of its business requires such qualification and where the failure to be
so qualified, licensed or authorized would have a material adverse effect on the
condition (financial or otherwise), prospects, assets or properties of Borrower,
any subsidiary or affiliate. All subsidiaries and affiliates of the Borrower are
listed on Item 3.1 of the Disclosure Schedule.  The term
"affiliate" shall have the meaning ascribed thereto under Rule 12b-2
promulgated under the Exchange Act of 1934, as amended.




3.2  The execution, delivery and performance of this Agreement, the Note and
the Warrants and any and all other security agreements, pledge agreements,
financing statements, certificates or instruments contemplated herein
(collectively "Loan Documents") executed and delivered by the
Borrower or its affiliates have been authorized by all necessary corporate
actions and do not and will not contravene any legal or contractual restriction
binding on the Borrower or any of its property or its assets.

3.3  The Borrower and each of its subsidiaries and affiliates has the power
to take all actions contemplated hereby (including but not limited to the
issuance of the Warrants and Note, the right of first refusal granted to Lender
to participate in any security issuances and the granting of the security
interests in the Collateral (as defined below)) to execute, deliver and carry
out the terms and provisions of each Loan Document to which it is a party and
has taken all necessary actions to authorize the execution, delivery and
performance by it of each Loan Document to which it is a party and all acts
contemplated hereby. The Loan Documents when executed and delivered by the
Borrower and its subsidiaries and affiliates will constitute the legal, valid
and binding obligation of the Borrower and its subsidiaries and affiliates (as
the case may be) and is, or will be upon execution, enforceable against the
Borrower and its subsidiaries and affiliates (as the case may be) in accordance
with their respective terms, except to the extent that enforcement may be
limited by applicable bankruptcy, insolvency, reorganization or other similar
laws affecting creditors' rights generally.  

3.4  The execution, delivery or performance by the Borrower and its
subsidiaries and affiliates of each Loan Document, and compliance by the
Borrower and its subsidiaries and affiliates with the terms and provisions
hereof and thereof, (a) do not contravene any provision of any law, statute,
rule or regulation or any order, writ, injunction or decree of any court or
governmental instrumentality applicable to the Borrower, any subsidiary or
affiliate, (b) do not conflict with or result in any breach of any of the terms,
covenants, conditions or provisions of, or constitute a default under, or result
in the creation or imposition of (or the obligation to create or impose) any
lien (other than as contemplated by the Loan Documents) upon any of the property
or assets of the Borrower, any subsidiary or affiliate pursuant to the terms of
any material indenture, mortgage, deed of trust, credit agreement, loan
agreement or other agreement, contract or instrument to which the Borrower, any
subsidiary or affiliate is a party or by which the Borrower, any subsidiary or
affiliate or any of their respective properties or assets is bound or to which
the Borrower, any subsidiary or affiliate may be subject and (c) do no violate
any provision of the Certificate of Incorporation, Articles of Organization,
operating agreement, bylaws or regulations of the Borrower, any subsidiary and
affiliate. 

3.5  The authorization, issuance, sale and delivery of the shares of Common
Stock issuable upon conversion of the Note and upon exercise of the Warrants has
been duly authorized by all requisite corporate action on the part of the
Borrower.  The shares of the Common Stock issuable upon conversion of the Note
and upon exercise of the Warrants upon their issuance in accordance with the
Note and the Warrants, respectively, will be validly issued, fully paid and
nonassessable.  Any shares of Common Stock issued in accordance with the terms
of the Note for payment of quarterly installments of acquired interest will be
validly issued, fully paid and nonassessable.

3.6  Except as disclosed in Schedule 3.6, there are no actions, suits or
proceedings pending or, to the  knowledge of the Borrower, threatened against
Borrower, any subsidiary  or affiliate  (a) with respect to the Loan Documents,
any of the Collateral (as defined below) or the transactions contemplated hereby
or (b) that are, either individually or in the aggregate, reasonably likely to
have a material adverse effect on the condition (financial or otherwise),
prospects, assets or properties of Borrower, any subsidiary or affiliate.

3.7  All balance sheets, income statements, financial statements, operating
statements and other financial data pertaining to Borrower or its subsidiaries
or affiliates (the "Financial Information") that have been
delivered (or will be delivered) to Lender by or on behalf of Borrower are or
will be accurate and complete in all material respects, are or will be in
accordance with the books and records of Borrower and its subsidiaries and
affiliates, and accurately present or will present the financial condition,
results of operations and changes in financial position of the person or entity
to which they pertain as of their respective dates and there has been no
material change with respect thereto.  All Financial Information delivered to
Lender is and shall be prepared in accordance with the generally accepted
accounting principles, consistently applied.

3.8  None of the Borrower's reports and documents heretofore filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended, and the Securities Exchange Act of 1934, as amended, contained at the
time they were filed  any untrue statement of a material fact or omitted to
state any material fact required to be stated therein or necessary to make the
statements made therein, in light of the circumstances under which they were
made, not misleading.



3.9  The Borrower and its subsidiaries and affiliates own and
possess adequate and enforceable rights to use all patents, patent applications,
trademarks, trademark applications, trade names, service marks, logos,
copyrights, copyright applications, licenses, inventions, software, programs,
know-how (including trade secrets and other unpatented and/or unpatentable
proprietary or confidential information, systems or procedures) and other
similar rights and proprietary knowledge (collectively,
"Intangibles") necessary for the conduct of their respective
businesses.  Borrower and its subsidiaries and affiliates have the unrestricted
right to use all of the Intangibles.  Borrower and its subsidiaries and
affiliates are not infringing upon or in conflict with any right of any other
person or entity with respect to any Intangibles and the Borrower and its
subsidiaries and affiliates are not subject to any outstanding order, decree,
judgment or stipulation with respect to the Intangibles.  No proceedings have
been instituted or are pending or, to Borrower's knowledge, threatened which
challenge the validity or rights of Borrower or its subsidiaries and affiliates
to any of the Intangibles, and Borrower has no knowledge of any infringement by
others of any of the Intangibles.  All of the Intangibles are valid, enforceable
and free and clear of any attachments or liens and all claims, restrictions and
demands of any other person, firm or corporation, including attorneys' fees for
past services, expenses and government fees.  None of the past or present
employees, officers, directors, or shareholders of Borrower, any subsidiary or
affiliate has any rights in any Intangibles.  Borrower and its subsidiaries and
affiliates have not granted any outstanding license or other rights to any of
the Intangibles, except those licenses granted in the ordinary course of
business, and are not liable, and have not made any contract or arrangement
whereby they may become liable, to any person for any royalty or other
compensation for the use of any Intangibles.  The trade secrets and processes
and procedures of Borrower and its subsidiaries and affiliates which are
necessary to the operation of Borrower and its subsidiaries and affiliates have
been reduced to writing, to the extent practical, and will remain available for
use by Borrower and its subsidiaries and affiliates after the date of the
Closing. 

3.10	All factual information heretofore or
contemporaneously furnished by the Borrower, any subsidiary or affiliate to
Lender (including, without limitation, all information contained in this
Agreement) for purposes of this Agreement or any transaction contemplated hereby
or thereby is, and all other such factual information hereafter furnished by the
Borrower, any subsidiary or affiliate to Lender for purposes of this Agreement
or any transaction contemplated herein will be, true and accurate in all
material respects on the date as of which such information is given and the
Borrower in good faith believes such information is not incomplete by omitting
to state any fact necessary to make such information not misleading at such time
in light of the circumstances under which such information was provided.



	3.11  The Borrower, each subsidiary and affiliate has filed all tax
returns required to be filed by it and has paid all income and franchise taxes
payable by it which have become due pursuant to such tax returns and all other
taxes and assessments payable by it which have become due, other than those not
yet delinquent and except for those contested in good faith and by appropriate
proceedings. The amounts shown on those tax returns fairly present the tax
position of the Borrower and such subsidiaries and the Borrower does not expect
any material adjustments or any amounts shown on such tax returns. Each of the
Borrower and each subsidiary or affiliate has paid, or has provided adequate
reserves (in the good faith judgment of the management of the Borrower) for the
payment of, all foreign, federal and state income and franchise taxes applicable
for all prior fiscal years of the Borrower and for the current fiscal year to
the date hereof. As of the date hereof, no tax lien has been filed, and, to the
knowledge of the Borrower, no claim is being asserted, with respect to any tax,
fee or other charge.

	3.12  All employee benefit plans, as defined in Section 3(3) of ERISA
(defined below) and which are maintained for employees by the Borrower, a
subsidiary or an ERISA Affiliate (defined below) ("Plan"), comply with
all relevant provisions of the Internal Revenue Code of 1986 (the
"Code") and ERISA; no Plan is insolvent or in reorganization; no Plan
has an accumulated or waived funding deficiency or has applied for an extension
of any amortization period within the meaning of Section 412 of the Code;
neither the Borrower nor any subsidiary nor any ERISA Affiliate has incurred any
liability to or on account of a Plan which is a single-employer plan as defined
in Section 4001 (a) (15) of ERISA pursuant to Section 4062, 4063, 4064 or a
multi employer plan pursuant to Sections 515, 4201 or 4204, of ERISA; no
proceedings have been instituted to terminate any plan; and no condition exists
which constitutes a prohibited transaction (as defined in Section 406 of ERISA
or Section 4975 of the Code) or a reportable event (as defined in Section 4043
of ERISA), or which is reasonably expected will result in the Borrower, any
subsidiary or an ERISA Affiliate of incurring a liability to or on account of a
Plan pursuant to any of the foregoing Sections of ERISA or the Code.  As of the
date of this Agreement, the aggregate present value of all accrued benefit
liabilities (as defined in Section 4001(a)(6) of ERISA) of all Plans which were
single-employer plans did not exceed the aggregate current value of all assets
of such Plans based upon estimated actuarial data that has been provided to the
Borrower by the consulting actuaries of the Plans, and as of the date of this
Agreement, there was no withdrawal liability (and would be no withdrawal
liability assuming a complete withdrawal from all such Plans) to any Plan which
is a multi employer plan.



	"ERISA" means the Employee Retirement Income
Security Act of 1974, as amended, and any successor statute of similar import,
together with regulations thereunder, in each case as in effect from time to
time. References to sections of ERISA also refer to any successor sections.

	"ERISA Affiliate" means any person (as defined
in Section 3 (9) of ERISA) (including each trade or business (whether or not
incorporated)) which together with the Company or any Subsidiary would be deemed
to be a "single employer" or a member of the same "controlled
group" of "contributing sponsors" within the meaning of Section
4001 of ERISA

	3.13  The Borrower and its subsidiaries and affiliates
are in compliance with all applicable statutes, regulations and orders of, and
all applicable restrictions imposed by, all governmental bodies, domestic or
foreign, in respect of the conduct of their businesses and the ownership of
their properties, except such noncompliance as would not, in the aggregate,
reasonably be expected to have a material adverse effect on the condition
(financial or otherwise), prospects,  assets or properties of Borrower or any
subsidiary or affiliate.

3.14  The Borrower and its subsidiaries and affiliates have
never conducted business under any names other than those set forth in Item
3.14 of the Disclosure Schedule. The addresses of all offices where any of
the Collateral is located is listed in Item 3.14 of the Disclosure
Schedule.  The chief executive office and the chief place of business for the
Borrower, each of its subsidiaries, and affiliates and the office where each
thereof keeps its books and records, is located at the address specified in
Item 3.14 of the Disclosure Schedule.

	3.15    As of the date the last Financial Information was
received by Lender from Borrower, except to the extent disclosed, reflected or
reserved against therein or in Item 3.15 of the Disclosure Schedule,
Borrower did not have any material liabilities or obligations, known or unknown,
secured or unsecured, whether accrued, absolute, contingent or otherwise. 

	3.16  Since the date the last Financial Information was
received by Lender from Borrower, there has been no material adverse change in
or to the business of Borrower or its subsidiaries or affiliates, or to the
operations, earnings, prospects, liabilities or relationships with suppliers,
distributors or customers of Borrower or its subsidiaries or affiliates.  There
is no presently existing condition with respect to Borrower or its subsidiaries
or affiliates which might be expected to have a material adverse effect on the
business or prospects of Borrower or its subsidiaries or affiliates or the
continued conduct of the business of Borrower or its subsidiaries or Affiliates
after the date of the Closing. 

	3.17  No order, consent, approval, license, authorization
or validation of, or filing, recording or registration with, or exemption by, or
other act by (except as have been obtained or made), any governmental or public
body or authority, or any subdivision thereof, is required to authorize, or is
required in connection with, (a) the execution, delivery and performance by the
Borrower or its subsidiaries or affiliates of any Loan Document or (b) the
legality, validity, binding effect or enforceability against the Borrower or its
subsidiaries or affiliates of any Loan Document.



3.18  Borrower shall use the Loan Proceeds exclusively for commercial reasons
that are expressly approved by Lender in accordance with Section 4.2 below.

3.19    Borrower or its subsidiaries and affiliates (as the case may be) are
the legal and beneficial owner of the Collateral, and the Collateral is free and
clear of all mortgages, security interests, liens, equities, encumbrances and
claims of every kind (collectively, the "Encumbrances") except
for the Encumbrances set forth on Item 4.7 of the Disclosure Schedule and
the liens of the Lender as set forth in this Agreement.  The Collateral is and
will remain free and clear of all Encumbrances of any nature whatsoever, except
for those set forth on Item 4.7 of the Disclosure Schedule and the liens
of the Lender as set forth in this Agreement.






All of the subsidiaries and affiliates of Borrower are wholly owned by
Borrower.





3.21  The security interest and leasehold mortgage in favor of the Borrower
on the real and personal property located at Kenwood Mall, Cincinnati, Ohio, is
a first and best lien on such personal property and leasehold and Borrower has
not and will not allow any Encumbrances on such property to be superior to
Borrower's mortgage and security interest.


		ARTICLE IV
		ADDITIONAL COVENANTS AND OTHER AGREEMENTS

	4.1.	Finder's Fee. Borrower shall pay to
SDKI a cash fee of ten percent (10%) of all the Loan Proceeds disbursed to
Borrower, which amount shall be paid from the proceeds disbursed to
Borrower.




Disbursement Approval.  All disbursements of Loan
Proceeds shall be approved in writing in advance by Lender, in its sole and
absolute discretion.  Prior to any use by the Borrower of the Loan Proceeds, or
any portion thereof, Borrower shall have received Lender's prior written
approval of such use, with such approval being determined by Lender in its sole
and absolute discretion.  Notwithstanding the foregoing provisions of this
Section 4.2, Borrower shall not need any approval from Lender with respect to
its use of the first $50,000 of Loan Proceeds received by Borrower.

Registration Rights.  Within 60 days of the date
hereof, Borrower shall have used its best efforts to cause a registration
statement covering the resale of the shares of Common Stock issuable upon
conversion of the Note, exercise of the purchase rights under the Note, used for
payment of the accrued interest on the Note and  exercise of the Warrants to
have been declared effective by the Securities and Exchange Commission.  All
expenses of such registration, except fees for underwriting discounts and
selling commissions applicable to the resale of such Common Stock by Lender or
the holder of the Warrants, shall be borne by Borrower.  Lender and SDKI (and
their respective assigns) each agree to cooperate with the Borrower in the
preparation and filing of any such registration statement and in the furnishing
of information for inclusion therein, or in any efforts by the Borrower to
establish that the proposed sale is exempt under the Securities Act of 1933, as
amended, as to any proposed distribution.



4.4	Right of First Refusal.  As long as their
exists any principal or interest outstanding under the Note, the Borrower grants
to the Lender a right of first refusal to participate as an investor in any
offering of Borrower's Common Stock, securities convertible into Common Stock or
any other equity securities of the Borrower (collectively, the
"Securities"). If the Borrower receives an executed letter of
intent or term sheet from any third party with respect to a sale or transfer of
Securities that the Borrower is willing to accept, the Borrower shall promptly
give written notice thereof to the Lender, including all essential terms and
conditions of such proposed offering.  The Lender shall then have ten (10) days
after receipt of such written notice to elect to enter into an agreement with
the Borrower to participate in the proposed offering on the same terms and
conditions as set forth in the Borrower's written notice.  If the Lender
declines to exercise its right of first refusal upon written notice from the
Borrower or fails to notify the Borrower within a 10-day period of an election
to invoke its right of first refusal, the Borrower shall have a period of 30
days to enter into an agreement with such third party from whom it has received
an executed letter of intent for the sale or transfer of the Securities on the
exact terms and conditions that were provided to Borrower in the notice.  In the
event that Borrower does not effect a transfer or sale of the Securities within
the specified thirty-day period, the Lender's right of first refusal shall
continue to be applicable to any subsequent sale or transfer of the Securities
by the Borrower. 

4.5.	Approval of Equity and Debt Issuances.
Borrower and its subsidiaries and affiliates shall not issue any securities,
including options to purchase  securities, or take on any debt (other than the
debt reflected by the Note and trade payables incurred in the ordinary course of
business), without Lender's prior written approval, which approval shall be
given in Lender's sole and absolute discretion. 

4.6 	[Intentionally Deleted]

4.7 	Security Agreements.  In connection with the
Loan made pursuant to this Agreement, the Note shall be secured by a first and
best lien in all of the assets of the Borrower and its subsidiaries and
affiliates, including the shares of capital stock and membership interest in
Popmail Network, Inc., Fan Asylum, Inc. and Café Odyssey, LLC
(collectively, the "Collateral"); except for the Collateral set forth
in Item 4.7 of the Disclosure Schedule, which Lender shall have a lien
and security interest in, which shall be subordinated only to those persons or
entities identified in Item 4.7 of the Disclosure Schedule.  Borrower and
its subsidiaries and affiliates shall execute and deliver security agreements,
financing statements, pledge agreements and all other instruments and agreements
required by Lender that provide for a grant by Borrower and its subsidiaries and
affiliates to Lender of a security interest in all of the Collateral.   Borrower
shall take all other steps  necessary to keep such security interest in Lender
perfected and shall take no action to subordinate Lender's security interest to
any other person or entity without Lender's prior written approval.

4.8 	Default Under Loan Document.  In the event
that a default shall exist under any of the Loan Documents, Lender shall be
authorized to proceed with any and all remedies available to Lender thereunder.
A default under any of the Loan Documents shall constitute a default under each
other Loan Document and shall entitle Lender to pursue any and all remedies
under each or any of the Loan Documents.




Reserving Common Stock For Issuance.  The Borrower
shall at all times while the Warrants or the Lender's conversion and purchase
rights as set forth in the Note are outstanding, reserve and keep available out
of its authorized but unissued stock, such number of duly authorized Common
Stock as shall be sufficient to effect the conversion rights and purchase rights
under the Note and Warrants in accordance with their respective
terms.	

Reclassification of Common Stock.  The Borrower
covenants and agrees that in the event its present Common Stock shall be
reclassified, split, combined or otherwise changed, or in case of any
consolidation or merger of the Borrower with or into another corporation as a
result of which holders of Common Stock become entitled to receive securities or
other assets (including cash) with respect to or in exchange for their Common
Stock (other than a merger with a subsidiary in which merger the Borrower is the
continuing corporation and which does not result in any reclassification,
capital reorganization or other change of outstanding shares of Common Stock) or
in case of any sale, lease or conveyance to another corporation of the property
of the Borrower as an entirety or substantially as an entirety, the Borrower
shall make proper provision as a part of the terms of such reclassification,
split, combination, change, consolidation, merger or sale, that the holder of
the Warrants and the Note will thereafter be entitled to convert it into the
same kind and amount of securities (including in that term, stock of any class
or classes) and other assets as may be issuable or distributable by the terms of
such reclassification, split, combination, change, consolidation, merger or
sale.



	4.11  	Financial Statements. The Borrower
shall: (i) Within 45 days of the end of each quarter, furnish Lender with any
and all filings with the Securities and Exchange Commission including but not
limited to Form 10Q, and  a No Default Certificate in the form which in a form
acceptable to Lender; (ii) within 90 days of its fiscal year end, furnish
audited copies of the Borrower's balance sheet, income statement, and statement
of cash flows as well as a copy of Borrower's Form 10K; and (iii) within 30 days
of filing, the Borrower's consolidated federal income tax return.

	4.12	Taxes, Assessments and Liabilities. The
Borrower shall pay all taxes, assessments, and other liabilities when due,
except for those which are contested in good faith. File all required federal,
state and local tax returns on a timely basis.

	4.13	Notice.  The Borrower shall give the
Lender prompt notice of any: (i) default of this or any other agreement or
contract under which the Borrower or any of its subsidiaries or affiliates are
liable; (ii) environmental penalty, claim or dispute involving more than
$25,000.00; (iii) litigation, government proceeding or investigation filed or
threatened against Borrower or any of its subsidiaries or affiliates, Lender its
directors and officers involving more than $25,000.00; (iv) reportable event
under ERISA; or (v) material change in the business prospects or financial
condition of the Borrower or any of its subsidiaries or affiliates.

	4.14	Corporate Existence and Status.  Borrower
shall maintain its and its subsidiaries' and affiliates' corporate existence and
remain in good standing under the laws of each jurisdiction where the Borrower
and its subsidiaries or affiliates are duly qualified to conduct its
business.

	4.15	Protection of Intellectual Property.
Borrower and its subsidiaries and affiliates shall take all measures necessary
to defend and protect the Intangibles, and not commit or permit any action that
may impair the value of the Intangibles.

	4.16	Liens.   Borrower and its subsidiaries and
affiliates shall not create or permit to exist any Encumbrance with respect to
the Collateral, except for liens created in favor of the Lender hereunder.

	4.17	Compliance with Laws.  Borrower and its
subsidiaries and affiliates shall keep, observe, satisfy and not suffer
violations of any and all  laws, statutes, ordinances and/or regulations.
	

	4.18	Operate in the Ordinary Course.  Borrower
and its subsidiaries and affiliates shall continue to operate their respective
businesses in the ordinary and customary course, and not take any actions which
materially alter the nature or scope of their respective businesses as conducted
on the date of the Closing.

	4.19	Further Assurances.  Borrower and its
subsidiaries and affiliates shall provide Lender with such additional
information or documentation as Lender may request from time to time.
	4.20	Lender's Attorney's Fees.  At the Closing,
Borrower shall pay Lender's attorney's fees it has incurred related to the Loan
up to a maximum of $10,000.
ARTICLE V
DEFAULT AND REMEDIES

	5.1.	Events of Default.  The occurrence
of any one or more of the following events or the existence of one or more of
the following conditions shall, upon 30 days written notice to Borrower,
constitute an "Event of Default" under this Agreement provided
that the events set forth in Sections 5.1(a), 5.1(c), 5.1(f), 5.1(e), 5.1(g),
5.1(h), 5.1(k), 5.1(l) 5.1(n) and 5.1(o) shall constitute an Event of Default
immediately upon their occurrence and Lender shall not be required to provide
the 30 days' written notice for any such events:  



		(a)	Borrower shall fail to pay when due any
installment of principal or interest due under the Note, whether due on the date
provided for therein or by acceleration or otherwise, or Borrower shall fail to
pay when due any other amounts due under any of the Loan Documents;

(b)	Any material breach of a representation or warranty made in writing to
Lender by Borrower or its subsidiaries or affiliates made herein, in any Loan
Documents or in connection with the making of the Loan; 

(c)	The breach, default or violation by Borrower or its subsidiaries or
affiliates of any obligation, agreement or covenant contained in Loan Documents
or any other agreements, certificates or writings executed in connection
herewith by Borrower or its subsidiaries or affiliates; unless the same is cued
within any applicable grace period; 

(d)	any material provision of any of the Loan Documents shall at any time
for any reason cease to be in full force and effect or shall be declared to be
null and void; 

(e)	any litigation or proceeding is pending which may materially adversely
affect the ability of Borrower, its subsidiaries or affiliates to perform its
obligations under the Loan Documents; 



(f)	 the failure of the Borrower or its subsidiaries or
affiliates to comply with 


any other covenants or agreements contained in any of the
Loan Documents and not herein specifically referenced, unless the same is cured
within any applicable grace period; 

(g)	a material part of the operations of the Borrower or any of its
subsidiaries or affiliates shall cease for a period of thirty days; 

(h)	the liquidation, termination or dissolution of Borrower or any of its
subsidiaries or affiliates;

(i)	the occurrence of an event of default (as defined therein) in any of
the Loan Documents other than this Agreement;

(j)	the occurrence of any of the following transactions concerning the
Borrower without the prior written consent of the Lender (which shall be given
in its sole and absolute discretion): (i) the acquisition of the Borrower by
another entity by means of any transaction or series of related transactions
(including, without limitation, the transfer of more than 50% of the voting
power of the Borrower, reorganization, merger, consolidation); or (ii) a sale of
all or substantially all of the assets of the Borrower; unless the Borrower's
shareholders of record as constituted immediately prior to such acquisition or
sale will, immediately after such acquisition or sale (by virtue of securities
issued as consideration for the Borrower's acquisition or otherwise) hold at
least 50% of the voting power of the surviving or acquiring entity;

(k)	the issuance of any securities by Borrower's subsidiaries and
affiliates without the prior written consent of the Lender; 

(l)	the occurrence of any of the following transactions concerning the
Borrower's subsidiaries or affiliates without the prior written consent of the
Lender: (i) the acquisition (in whole or in part) of any subsidiary or affiliate
of the Borrower by another entity or person by means of any transaction or
series of related transactions (including, without limitation, the stock
purchase, stock issuance, reorganization, merger, consolidation); or (ii) a sale
of all or substantially all of the assets of the Borrower; 

(m)	Borrower's Common Stock is de-listed from the Nasdaq National or
SmallCap Market Systems; or 

(n)	if Lender shall reasonably deem itself to be insecure; or

(o)	the occurrence of an event which, with notice, lapse of time or both,
would constitute a default or event of default under the Loan Agreement dated as
of December 1, 2000, as amended, among GSI Ventures, LLC, Borrower, SDKI, PNI,
FAI,  and COL or the other loan documents relating to such loan.  



	5.2.	Remedies.  Upon the
occurrence of any Event of Default hereunder as above provided, and at any time
thereafter, all principal, interest and other amounts payable under the Note
shall, at the option of Lender, become immediately due and payable without
presentment, demand, protest or other notice of any kind, all of which are
expressly waived by Borrower.  Lender may proceed with every remedy available at
law or in equity or provided for in the Loan Documents or in any other document
executed in connection with the Loan, in such order or sequence as Lender may
determine in its sole discretion, including concurrently, independently, or
successively, and all expenses incurred by Lender in connection with any remedy
shall be deemed indebtedness of Borrower to Lender including, but not limited
to, reasonable attorneys' fees incurred by Lender.  
ARTICLE VI
GENERAL PROVISIONS

	6.1.	Amendments.  No provision or term
of the Loan Documents may be amended, modified, revoked, supplemented, waived or
otherwise changed except by a written instrument duly executed by the party from
whom enforcement is sought.  

	6.2.	Borrower Not Released.  Without
affecting any obligation of Borrower under this Agreement, Lender without notice
or demand may renew, extend or otherwise change the terms and conditions of the
Loan.  

	6.3.	Severability.  Whenever possible,
each provision of the Loan Documents shall be interpreted so as to be effective
and valid under New York law.  Should any provision, covenant or agreement
contained in the Loan Documents be deemed invalid, illegal or unenforceable in
any jurisdiction, the validity, legality and enforceability of the remaining
provisions of the Loan Documents shall not be impaired thereby, nor shall the
validity, legality or enforceability of any such defective provision be in any
way affected or impaired in any other jurisdiction.  

	6.4.	Successors and Assigns Bound;
Assignment.  The covenants and agreements contained herein shall bind the
parties hereto and each of their respective successors and assigns.  Borrower
may not assign this Agreement without the prior written consent of Lender.
Subject to the foregoing restriction, this Agreement shall inure to the benefit
of Lender and SDKI, their successors and assigns.  

	6.5.	No Third Party Benefits.  This
Agreement is made for the sole benefit of Borrower, Lender, PNI, FAO, COL, SDKI
and their respective successors and assigns, and no other person or persons
shall have any rights or remedies under or by reason of this Agreement.  

	6.6.	Headings.  The captions and
headings of the paragraphs in the Agreement are for convenience only and are not
used to interpret or define the provisions of the Agreement.  

	6.7.	Governing Law.  This Agreement and
the Loan Documents or any other documents executed in connection with the loan
shall be governed by and interpreted in accordance with the laws of the State of
New York, without regard to New York's conflict of laws principles.  

	6.8.	Conflict.  Should any provision of
any other Loan Documents conflict with any provision of this Agreement, the
provision selected by Lender, in its sole discretion, shall govern and shall be
controlling.  

6.9 	Jurisdiction.  Borrower, by its execution
hereof (i) hereby irrevocably submits to the exclusive jurisdiction of the State
of New York and to the exclusive jurisdiction of the United States District
Court for the Southern District of New York for the purpose of any suit, action
or other proceeding arising out of or based upon this Agreement, the Collateral
or the Loan Documents or the subject matter hereof or thereof brought by Lender,
any holder of the obligations of Borrower under the Loan Documents or their
respective successors or assigns, and (ii) agrees not to assert, by way of
motion, as a defense or otherwise, in any such proceeding, any claim that
Borrower is not subject personally to the jurisdiction of the above-named
courts, that Borrower's property is exempt or immune from attachment or
execution, that any such proceeding brought in one of the above-named courts is
brought in an inconvenient forum, that the venue of any such proceeding brought
in one of the above-named courts in improper, or that this Agreement, the
Collateral or any of the Loan Documents, or the subject matter hereof or
thereof, may not be enforced in or by such court.

6.10	Waiver of Jury.  LENDER AND BORROWER HEREBY
VOLUNTARILY, KNOWINGLY AND INTENTIONALLY WAIVE ANY AND ALL RIGHTS TO TRIAL BY
JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING UNDER THIS AGREEMENT OR
CONCERNING THE LOAN DOCUMENTS AND/OR ANY COLLATERAL CONTEMPLATED THEREBY,
REGARDLESS OF WHETHER SUCH ACTION OR PROCEEDING CONCERNS ANY CONTRACTUAL OR
TORTIOUS OR OTHER CLAIM.  BORROWER ACKNOWLEDGES THAT THIS WAIVER OF JURY TRIAL
IS A MATERIAL INDUCEMENT TO LENDER IN EXTENDING CREDIT, THAT LENDER WOULD NOT
HAVE EXTENDED SUCH CREDIT WITHOUT THIS JURY TRIAL WAIVER, AND THAT BORROWER HAS
BEEN REPRESENTED BY AN ATTORNEY OR HAS HAD AN OPPORTUNITY TO CONSULT WITH AN
ATTORNEY IN CONNECTION WITH THIS JURY TRIAL WAIVER AND UNDERSTANDS THE LEGAL
EFFECT OF THIS WAIVER.

	6.11	Obligations of Subsidiaries of Borrower.
PNI, FAI and COL all acknowledge and agree that each of them shall be bound by
Section 4.8 and all obligations, covenants, representations and warranties that
reference any subsidiary or affiliate of Borrower as if such obligations,
covenants, representations and warranties were fully made by them.  PNI, FAI and
COL further acknowledge and agree that each of them shall receive a material
benefit from the Loan received by Borrower from Lender because without it, PNI,
FAI and COL would no longer be able to continue their business as currently
operated.  The obligations of PNI, FAI and COL hereunder were a material
inducement to Lender to enter into this Agreement.

	6.12	Counterparts.  This Agreement may be
executed in one or more counterparts, each of which shall de deemed to be an
original but all of which together will constitute one and the same instrument.
This Agreement may be executed by facsimile signatures which shall have the same
force and effect as original signatures.

	6.13	Entire Agreement.  This Agreement and all
documents and agreements referred to in this Agreement supersede all prior
understandings, agreements and discussions between the parties concerning this
subject matter, with such prior understandings, agreements and discussions
between the parties being merged into this Agreement, and constitutes the entire
agreement between the parties with regard to this subject matter.

	6.14	Survival.  All of the obligations,
covenants, representations and warranties of Borrower and its subsidiaries and
affiliates shall survive the Closing and any subsequent Closing.

ARTICLE VII

CONDITIONS TO THE CLOSING

7.1	The obligation of Lender to complete the Closing is
subject to the satisfaction of each of the following conditions:

		(i)	Receipt of certified resolutions of Borrower
and its subsidiaries and affiliates authorizing the Loan and the grant of the
security interest in the Collateral to Lender;

		(ii)	Execution of the Loan Documents by Borrower
and its subsidiaries and affiliates, including the Note representing the
proceeds being disbursed at the Closing; 

		(iii)	Receipt of  Borrower's certified resolutions
authorizing the issuance and reservation of shares of Common Stock upon the
exercise of the Warrants and the conversion rights set forth in the Note in a
form satisfactory to Lender.

[Signature Page to Follow]


IN WITNESS WHEREOF, the parties hereto executed this Loan
Agreement as of the date first written above.
BORROWER:
POPMAIL.COM, INC., 

By:						

Its:___________________________

PMI:
POPMAIL NETWORK, INC.

By:						

Its:___________________________

LENDER:
THE SHAAR FUND LTD.,




By:	Shaar Advisory Services, N.V. (the advisor to The
Shaar Fund Ltd.)


By:						

Name:	W.J.Langeveld

Title:		Managing Director

FAI:
FAN ASYLUM, INC.

By:						

Its:___________________________

SDKI:
SDK INVESTMENTS, INC., 

By:						

Stephen D. King
President

COL:
CAFE ODYSSEY, LLC

By:						

Its:___________________________
DISCLOSURE SCHEDULE

ITEM 3.1 	SUBSIDIARIES AND AFFILIATES

ITEM 3.6	LITIGATION





ITEM 3.14 	NAMES OF BUSINESSES; ADDRESSES WHERE COLLATERAL LOCATED;
PRINCIPAL OFFICE ADDRESS OF BORROWER, SUBSIDIARIES AND AFFILIATES

ITEM 3.15	CONTINGENT LIABILITIES





ITEM 4.7	ENCUMBRANCES ON COLLATERAL



113679.5

SCHEDULE 3.1
Subsidiaries and Affiliates




Fan Asylum, Inc.
Popmail Network, Inc.
Cafe Odyssey, LLC
Schedule 3.6
Litigation

The Company entered into a bridge loan transaction on or about October 6,
2000, in which it issued a promissory note in favor of Great Western Business
Services in the principal amount of $600,000.  The note was payable in 30 days
and was secured by certain computer equipment owned by the Company.
Additionally, the lender obtained a "contingent" security interest in
the Company's units of Cafe Odyssey, LLC, which vested upon an event of default
thereunder.  The Company has failed to repay the note and the lender has
recently given the Company notice of such default.  Additionally, the lender has
informed the Company that it intends to retrieve the collateral as soon as is
practicable.  The lender has not given any notice or otherwise communicated to
the Company its intentions with respect to its interest in the Cafe Odyssey
units.   Cafe Odyssey, LLC currently has no assets.

On September 13, 2000, the Company received a Nasdaq Staff Determination
which indicates that the Company fails to comply with its common stock
maintaining a minimum bid price of $1.00 over the previous 30 consecutive
trading days as required by Marketplace Rule 4310 (c)(4). Therefore, in
accordance with Marketplace Rule 4310 (c)(8)(B), PopMail.com was provided 90
calendar days, or until December 12, 2000 to regain compliance with the Rule
for continued listing. There can be no assurances the Panel will grant the
Company's request for continued listing.  The Company has requested a hearing
with Nasdaq to appeal its determination to delist the Company's common stock,
which is scheduled for January 11, 2001.

On August 9, 2000, a lawsuit was filed against Fan Asylum, Inc. and Tim
McQuaid relating to an automobile accident.  The plaintiff in the action seeks
damages in excess of $25,000.  The Company has no other information concerning
this matter at the present time.


Schedule 3.14
Names of Businesses and Addresses






Fan Asylum, Inc.
1250 Folsom Street
San Francisco, CA  94103

Popmail Network, Inc.
1333 Corporate Drive, Suite 350
Irving, TX  75038

Café Odyssey, LLC






500 16th St. Suite 350
Denver, CO  80202



4. 	Cafe Odyssey	
	320 South Avenue
	Mall of America
	Bloomington, MN  55425


Schedule 3.15
Contingent Liabilities

The Kenwood Restaurant opened in December 1996 under the name
Hotel Discovery and was closed by the Company in August 1999. In November 1999,
the Company assigned the related lease (described below) in connection with the
pending sale of restaurant assets to a third party, who subsequently reopened
the restaurant under another name and continues to operate the same. The
property is approximately 17,000 square feet in size on three levels and is
located at the northeast corner of Sycamore Plaza at Kenwood Shopping Center in
Cincinnati, Ohio. Although the third party has paid all payments due under the
lease since November 1999, the Company remains primarily obligated under the
lease. 

The initial term of the lease is 15 years with an option for
two additional five-year periods. The lease provides for the payment of both a
monthly fixed minimum rent and a percentage rent based on gross sales in excess
of an escalating base amount. The monthly fixed minimum rent is $12,833 for the
first five years of the initial lease term, $14,117 for the sixth through tenth
years of the initial lease term, $15,400 for the eleventh through fifteenth
years of the initial lease term.

In addition to the fixed minimum rent, the lease provides for
the payment of a percentage rent equal to 4% of the gross sales from the
restaurant in excess of the following annual gross sales amounts; $3,850,000 for
the first five years of the initial lease term, $4,235,000 for the sixth through
tenth years of the initial lease term, $4,620,000 for the eleventh through
fifteenth years of the initial lease term. No percentage rent was paid in 1998
or 1999. In addition to the fixed minimum rent and percentage rent, the Company
is required to pay its proportionate share of common area maintenance costs;
taxes, insurance, maintenance and operating costs. 
Schedule 4.7
Encumbrances

See Schedule 3.6.



















EX-10.61
33
exh1061.htm
EXHIBIT













Exhibit 10.61



NEITHER THIS NOTE NOR THE SHARES OF COMMON STOCK ISSUABLE
UPON CONVERSION HEREUNDER HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION (TOGETHER, THE
"SECURITIES LAWS") AND MAY NOT BE OFFERED FOR SALE, SOLD OR
OTHERWISE  TRANSFERRED  OR  ENCUMBERED  IN  THE  ABSENCE  OF COMPLIANCE WITH
SUCH SECURITIES LAWS AND UNTIL THE COMPANY (AS DEFINED HEREIN) THEREOF SHALL
HAVE RECEIVED AN OPINION FROM COUNSEL REASONABLY ACCEPTABLE TO IT THAT THE
PROPOSED DISPOSITION WILL NOT VIOLATE ANY APPLICABLE SECURITIES LAWS.  

POPMAIL.COM, INC.

CONVERTIBLE PROMISSORY NOTE
WITH COGNOVIT PROVISION

	Irving, Texas
$200,000.00	December 21, 2000

	THIS CONVERTIBLE PROMISSORY NOTE (the
"Note") is a duly authorized Convertible Promissory Note of
PopMail.com., inc., a corporation duly organized and existing under the laws of
the State of Minnesota (the "Company"), designated as its 12%
Convertible Promissory Note Due January 5, 2002, in an aggregate principal
amount not exceeding U.S. $200,000 (the "Note").

	FOR VALUE RECEIVED, the Company promises to pay to
The Shaar Fund Ltd. ("Holder"), in lawful money of the United
States of America, the principal sum of Two Hundred Thousand Dollars
($200,000.00), together with interest in arrears on the unpaid principal balance
at a rate equal to Twelve Percent (12%) per annum, in the manner provided below.
Interest shall be calculated on the basis of a 360-day year of twelve 30-day
months and accrued on a daily basis for the actual number of days elapsed from
the date hereof on the principal balance from time to time outstanding as
hereinafter provided.

1.	Payments.

 	1.1	Principal and Interest. Accrued interest
under this Note shall be due and payable in quarterly installments on February
1, 2001, May 1, 2001, August 1, 2001 and November 1, 2001 and the entire
outstanding principal balance of the Note, together with all accrued but unpaid
interest thereon, shall be due and payable in full on January 5, 2002 (the
"Maturity Date"). Notwithstanding anything to the contrary
contained herein, upon Holder's consent, which shall be made in its sole and
absolute discretion, Company may pay any portion of the quarterly installments
of accrued interest payable hereunder with shares of Company's common stock, par
value $.01 per share (the "Common Stock").  The value of the
Common Stock used to pay any such quarterly installments of accrued interest
shall be determined by the closing sale price of the Common Stock as reported by
Nasdaq on the preceding trading day before the quarterly installment is
paid.

1.2	Manner of Payment.  Except as otherwise
provided herein, all payments of principal and interest on this Note shall be
made in immediately available funds.  If any payment of principal or interest on
this Note is due on a day which is not a Business Day, such payment shall be due
on the next succeeding Business Day, and such extension of time shall not be
taken into account in calculating the amount of interest payable under this
Note.  "Business Day" means any day other than a Saturday,
Sunday or legal holiday in the State of New York.

1.3	Prepayment.  The Company may, without premium
or penalty, at any time and from time to time, prepay all or any portion of the
outstanding principal balance due under this Note, provided that each such
prepayment is accompanied by the accrued interest on the amount of principal
prepaid calculated to the date of such prepayment.  The Company shall provide
Holder with not less than fifteen (15) days written notice prior to such
prepayment.  In the event a transaction described in Section 4.3 hereof is
contemplated prior to or contemporaneous with prepayment, said written notice
shall include the information specified in the notice made pursuant to Section
4.3 hereof.  
1.4	Default Interest.  Upon the occurrence of an
Event of Default (as defined below), this Note shall accrue interest at a
default rate of interest equal to the lesser of 18% per annum or the maximum
rate permitted under New York Law.

2.	Default.

	2.1	Event of Default.  The occurrence of any
one or more of the following events with respect to Company shall, upon 30 days'
written notice to the Company, constitute an event of default hereunder
("Event of Default") provided that, the events set forth in
Sections 2.1(a), 2.1(b), 2.1(c) and 2.1(d) shall constitute an Event of Default
immediately upon their occurrence and Lender shall not be required to provide
the 30 days written notice for any such event:

(a)	If Company shall fail to pay when due any payment of
principal or interest or other amount due on this Note.

(b)	If, pursuant to or within the meaning of the United
States Bankruptcy Code or any other federal or state law relating to insolvency
or relief of debtors (a "Bankruptcy Law"), the Company shall
(i) commence a voluntary case or proceeding; (ii) consent to the entry of an
order for relief against it in an involuntary case; (iii) consent to the
appointment of a trustee, receiver, assignee, liquidator or similar official;
(iv) make an assignment for the benefit of its creditors; or (v) admit in
writing its inability to pay its debts as they become due.







If a court of competent jurisdiction enters an order or
decree under any Bankruptcy Law that (i) is for relief against the Company in an
involuntary case, (ii) appoints a trustee, receiver, assignee, liquidator or
similar official for the Company or substantially all of the Company=s
properties, or (iii) orders the liquidation of the Company, and in each case the
order or decree is not dismissed within  30 days.





	(d)  	If an event of default occurs as defined in that
certain Loan Agreement executed on or about December 21, 2000 by and between the
Company, Holder, the Company's subsidiaries and SDK Investments, Inc. (the
"Loan Agreement") or an event of default occurs as defined in
any of the Loan Documents, regardless of whether or not such event of default is
caused by Company or any of its subsidiaries or affiliates who are a party to
the Loan Agreement or the Loan Documents.

	(e) 	A breach of any obligation or covenant of Company
set forth in this Note.







Any representation or warranty made in writing to
Holder by Company made in this Note or in connection with the making of the Loan
shall prove at any time to have been incorrect or materially misleading when
made.








Notice by the Company. The Company shall notify
Holder in writing within five days after the occurrence of any Event of Default
of which the Company acquires knowledge.

Remedies.  Upon the occurrence of any Event
of Default hereunder as above provided, and at any time thereafter, all
principal, interest and other amounts payable under this Note shall, at the
option of Holder, become immediately due and payable without presentment,
demand, protest or other notice of any kind, all of which are expressly waived
by Company.  Holder may proceed with every remedy available at law or in equity
or provided for in the Loan Documents or in any other document executed in
connection with the Loan, in such order or sequence as Holder may determine in
its sole discretion, including concurrently, independently, or successively, and
all expenses incurred by Holder in connection with any remedy shall be deemed
indebtedness of Company to Holder including, but not limited to, reasonable
attorneys' fees incurred by Holder.



3.	Conversion.




Holder Conversion.  









The Holder shall have the right, at the Holder's option,
at any time prior to payment in full of the principal balance of this Note, to
convert this Note, in accordance with the provisions of Section 3.2 hereof, in
whole or in part, into fully paid and nonassessable shares of Common Stock (the
"Common Stock") of the Company.  The number of shares of Common
Stock into which this Note may be converted ("Conversion
Shares") shall be determined by dividing: [A] the sum of (i) the
outstanding principal amount of the Note to be converted, (ii) all accrued
interest thereon to the date of conversion, and (iii) all other indebtedness
Company owes Holder under this Note, by [B] the amount equal to 140% of the
"Market Price" of the Common Stock (the "Conversion
Price"). 





 		(b) 	Notwithstanding Section 3.1(a), in the event
that Company has paid any amount it owes to Holder pursuant to this Note
("Partial Payment"), then from the date of the Partial Payment
for a period of 90 days, Holder shall have the right to purchase at a strike
price equal to the Conversion Price (the "Purchase Price") a
certain number of shares of the Common Stock (the "Purchase
Right").  The number of shares of Common Stock that Holder may purchase
shall be determined by dividing the Partial Payment by the Conversion Price.
For purposes of this Note, any shares of Common Stock that Holder purchases
pursuant to its Purchase Right shall be considered Conversion Shares.  The
Purchase Right may be exercised by Holder, in whole or in part, by written
notice to the Company, together with payment by Holder to the Company of the
Purchase Price in immediately available funds.

3.2	Conversion Procedure.

(a)	Notice of Conversion and Purchase Right
Pursuant to Section 3.1.  Before the Holder shall be entitled to convert
this Note into shares of Common Stock, it shall surrender this Note at the
office of the Company and shall give written notice  in the form attached hereto
as Exhibit A (the "Holder Conversion Notice") to the
Company at its principal corporate office, of the election to convert all or a
portion of this Note pursuant to Section 3.1(a).  If this Note is converted in
part only, the Company shall execute and deliver a new note to the Holder
thereof in the principal amount equal to the portion of this Note not so
converted.  Before the Holder may exercise its Purchase Right, it shall give
written notice to the Company at its principal corporate office, of its exercise
of its Purchase Right pursuant to Section 3.1(b) prior to the expiration of the
90-day period the Purchase Right is available.







Mechanics and Effect of Conversion.  No
fractional shares of Common Stock shall be issued upon conversion of this Note
or exercise of the Purchase Right.  Upon the conversion of this Note pursuant to
Section 3.1(a) above, the Holder shall surrender this Note, duly endorsed, at
the principal office of the Company.  At its expense, the Company shall, as soon
as practicable after receiving the Holder Conversion Notice or notice of
Holder's exercise of its Purchase Right, issue and deliver to such Holder at
such principal office a certificate or certificates for the number of shares of
Common Stock to which the Holder shall be entitled upon such conversion or
purchase (bearing such legends as are required by the Loan Agreement or
applicable state and federal securities laws in the opinion of counsel to the
Company), together with a new note for the principal amount of the Note that was
not converted, if any.  Upon conversion of all or a portion of this Note, the
Company shall be forever released from all its obligations and liabilities under
this Note, to the extent of the principal amount so converted.

Market Price.  The term "Market
Price" shall mean the lower of (i) the lowest trade of the Company's
Common Stock as reported by Nasdaq or (ii) the lowest price for which the
Company sells a share of Common Stock, each determined during the period
commencing thirty (30) days prior to the date of the Closing and ending thirty
(30) days after the date of the Closing.  





3.3	Limitations on Conversion.  Unless the Company
shall have obtained the approval of its voting shareholders to such issuance in
accordance with the rules of Nasdaq or any other stock market rules with which
the Company shall be required to comply, but only to the extent required
thereby, the Company shall not issue shares of its Common Stock (i) upon
conversion of any of the principal sum outstanding hereunder, or (ii) as
interest on the principal sum due hereunder, if such issuance of Common Stock,
when added to the number of shares of Common Stock previously issued by the
Company (x) upon conversion of the principal sum due under the Note and (y) in
payment of interest due under the Note, would equal or exceed 20 percent of the
number of shares of the Company's Common Stock that were issued and outstanding
on the date hereof (the "Maximum Issuance Amount").  In the
event that a properly executed Holder Conversion Notice is received by the
Company which would require the Company to issue shares of Common Stock equal to
or in excess of the Maximum Issuance Amount, the Company shall honor such
conversion request by (a) converting the amount of the principal and interest
stated in such conversion notice that is not in excess of the Maximum Issuance
Amount and (b) paying the remaining principal and interest due requested by
Holder to be converted; provided that, Company shall first use its best efforts
to obtain as soon as practicable after obtaining a Holder Conversion Notice the
approval of its voting shareholders to issue Conversion Shares in excess of the
Maximum Issuance Amount.

4.	Anti-Dilution Adjustments.

4.1	Adjustments for Stock Splits and Subdivisions.
In the event the Company should at any time or from time to time after the date
of issuance hereof fix a record date for the effectuation of a split or
subdivision of the outstanding shares of Common Stock or the determination of
holders of Common Stock entitled to receive a dividend or other distribution
payable in additional shares of Common Stock or other securities or rights
convertible into, or entitling the holder thereof to receive directly or
indirectly, additional shares of Common Stock (hereinafter referred to as
"Common Stock Equivalents") without payment of any consideration by
such holder for the additional shares of Common Stock or the Common Stock
Equivalents (including the additional shares of Common Stock issuable upon
conversion or exercise thereof), then, as of such record date (or the date of
such dividend distribution, split or subdivision if no record date is fixed),
the Conversion Price of this Note shall be appropriately decreased so that the
number of shares of Common Stock issuable upon conversion of this Note shall be
increased in proportion to such increase of outstanding shares.

4.2	Adjustments for Reverse Stock Splits. 
If the number of shares of Common Stock outstanding at any time after the date
hereof is decreased by a combination of the outstanding shares of Common Stock
through a reverse stock split, then, following the record date of such
combination, the Conversion Price for this Note shall be appropriately increased
so that the number of shares of Common Stock issuable on conversion of this Note
shall be decreased in proportion to such decrease in outstanding shares.

4.3	Adjust for Reorganization, Reclassification, Merger
and Sale.  If any capital reorganization or reclassification of the capital
stock of the Company, or consolidation or merger of the Company with another
corporation, or the sale of all or substantially all of its assets to another
corporation shall be effected in such a way that holders of the Company's Common
Stock shall be entitled to receive stock, securities or assets with respect to
or in exchange for such common shares, then, as a condition of such
reorganization, reclassification, consolidation, merger or sale, the Holder
shall have the right to convert and receive upon the basis and upon the terms
and conditions specified in this Note and in lieu of the shares of the Common
Stock of the Company immediately theretofore convertible and receivable upon the
exercise of the rights represented hereby, such shares of stock, other
securities or assets as would have been issued or delivered to the Holder as if
it had exercised this Note and had received such shares of common stock prior to
such reorganization, reclassification, consolidation, merger or sale.  The
Company shall not effect any such consolidation, merger or sale, unless prior to
the consummation thereof the successor corporation (if other than the Company)
resulting from such consolidation or merger or the corporation purchasing such
assets shall assume by written instrument executed and mailed to the registered
Holder of this Note at the last address of such Holder appearing on the books of
the Company, the obligation to deliver to such Holder such shares of stock,
securities or assets as, in accordance with the foregoing provisions, such
Holder may be entitled to convert.

4.4	Other Adjustment.  If the Company takes
any other action, or if any other event occurs which does not come within the
scope of the provisions of Sections 4.1 through 4.3, but which should result in
an adjustment in the Conversion Price and/or the number of shares subject to
this Note in order to fairly protect the purchase rights of the Holder, an
appropriate adjustment in such purchase rights shall be made by the Company.

4.5	Reservation of Stock Issuable Upon Conversion.
The Company shall at all times reserve and keep available out of its authorized
but unissued shares of Common Stock solely for the purpose of effecting the
issuance of the Conversion Shares such number of its shares of Common Stock as
shall from time to time be sufficient to issue the Conversion Shares; and if at
any time the number of authorized but unissued shares of Common Stock shall not
be sufficient to effect the issuance of the Conversion Shares,  in addition to
such other remedies as shall be available to the holder of this Note, the
Company will use its best efforts to take such corporate action as may, in the
opinion of Holder's counsel, be necessary to increase its authorized but
unissued shares to such number of shares as shall be sufficient for such
purposes.

5.	Miscellaneous.

5.1	Waiver.  The rights and remedies of Holder
under this Note shall be cumulative and not alternative.  No waiver by Holder of
any right or remedy under this Note shall be effective unless in a writing
signed by Holder.  Neither the failure nor any delay in exercising any right,
power or privilege under this Note will operate as a waiver of such right, power
or privilege and no single or partial exercise of any such right, power or
privilege by Holder will preclude any other or further exercise of such right,
power or privilege or the exercise of any other right, power or privilege.  To
the maximum extent permitted by nonwaivable applicable law, (a) no claim or
right of Holder arising out of this Note can be discharged by Holder, in whole
or in part by a waiver or renunciation of the claim or right unless in a
writing, signed by Holder; (b) no waiver that may be given by Holder will be
applicable except in the specific instance for which it is given; and (c) no
notice to or demand on the Company will be deemed to be a waiver of any
obligation of the Company or of the right of Holder to take further action
without notice or demand as provided in this Note.  The Company hereby waives
presentment, demand, protest and notice of dishonor and protest.

5.2	Notices.  The Company shall give any notice
required or permitted to be given hereunder to the Holder or the Holder to the
Company in accordance with the Loan Agreement. 

5.3	Severability.  If any court of competent
jurisdiction holds any provision in this Note invalid or unenforceable, the
other provisions of this Note will remain in full force and effect. Any
provision of this Note held invalid or unenforceable only in part or degree will
remain in full force and effect to the extent not held invalid or
unenforceable.

5.4	Governing Law.  This Note will be governed by
the laws of the State of New York without regard to conflicts of laws
principles.

5.5	Parties in Interest; Assignment.  This Note
shall bind the Company and its successors and assigns.  Subject to the
provisions of the legend on this Note, the Holder may assign this Note upon
providing Company notice of such assignment.




Section Headings, Construction.  The headings of
Sections in this Note are provided for convenience only and will not affect its
construction or interpretation.  All references to "Section" or
"Sections" refer to the corresponding Section or Sections of this Note
unless otherwise specified.



5.7  	Capitalized Terms.  All capitalized terms
used in this Note and not defined herein shall have the same meaning as in the
Loan Agreement.  
	5.8	Gender.  All words used in this Note will
be construed to be of such gender or number, as the circumstances require.
Unless otherwise expressly provided, the words "hereof" and
"hereunder" and similar references refer to this Note in its entirety
and not to any specific section or subsection hereof.

	5.9 	 JURY WAIVER.  THE UNDERSIGNED AND HOLDER
(BY ITS ACCEPTANCE HEREOF) HEREBY VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND
UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY
DISPUTE (WHETHER BASED UPON CONTRACT TORT OR OTHERWISE) BETWEEN OR AMONG THE
UNDERSIGNED AND HOLDER ARISING OUT OF OR IN ANY WAY RELATED TO THIS DOCUMENT,
ANY OTHER RELATED DOCUMENT, OR ANY RELATIONSHIP BETWEEN HOLDER AND THE
UNDERSIGNED.  THIS PROVISION IS A MATERIAL INDUCEMENT TO HOLDER TO PROVIDE THE
FINANCING DESCRIBED HEREIN OR IN THE OTHER LOAN DOCUMENTS.

5.10	Jurisdiction.  Company, by its execution
hereof (i) hereby irrevocably submits to the exclusive jurisdiction of the State
of New York and to the exclusive jurisdiction of the United States District
Court for the Southern District of New York for the purpose of any suit, action
or other proceeding arising out of or based upon this Note, the Loan Agreement
or any Loan Document or the subject matter hereof or thereof brought by Holder
or its successors or assigns, and (ii) agrees not to assert, by way of motion,
as a defense or otherwise, in any such proceeding, any claim that Company is not
subject personally to the jurisdiction of the above-named courts, that Company's
property is exempt or immune from attachment or execution, that any such
proceeding brought in one of the above-named courts is brought in an
inconvenient forum, that the venue of any such proceeding brought in one of the
above-named courts in improper, or that this Note, the Loan Agreement or any
Loan Document, or the subject matter hereof or thereof, may not be enforced in
or by such court.

CONFESSION OF JUDGMENT.  UPON AN EVENT OF DEFAULT,
COMPANY HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY-AT-LAW TO APPEAR
IN ANY COURT OF RECORD AND TO CONFESS JUDGMENT AGAINST COMPANY FOR THE UNPAID
AMOUNT OF THIS NOTE, PLUS ATTORNEYS' FEES AS PROVIDED IN THIS NOTE, PLUS COSTS
OF SUIT, AND TO RELEASE ALL ERRORS, AND WAIVE ALL RIGHTS OF APPEAL.   IF A COPY
OF THE NOTE, VERIFIED BY AN AFFIDAVIT, SHALL HAVE BEEN FILED IN THE PROCEEDING,
IT WILL NOT BE NECESSARY TO FILE THE ORIGINAL AS A WARRANT OF ATTORNEY.  COMPANY
WAIVES THE RIGHT TO ANY STAY OF EXECUTION AND THE BENEFIT OF ALL EXEMPTION LAWS
NOW OR HEREAFTER IN EFFECT. NO SINGLE EXERCISE OF THE FOREGOING WARRANT AND
POWER TO CONFESS JUDGMENT WILL BE DEEMED TO EXHAUST THE POWER, WHETHER OR NOT
ANY SUCH EXERCISE SHALL BE HELD BY ANY COURT TO BE INVALID, VOIDABLE, OR VOID;
BUT THE POWER WILL CONTINUE UNDIMINISHED AND MAY BE EXERCISED FROM TIME TO TIME
AS HOLDER MAY ELECT UNTIL ALL AMOUNTS OWING ON THIS NOTE HAVE BEEN PAID IN
FULL.

WARNING - BY SIGNING THIS PAPER YOU GIVE UP YOUR
RIGHT TO NOTICE AND COURT TRIAL.  IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY
BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN
BE USED TO COLLECT FROM REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE
CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY
WITH THE AGREEMENT, OR ANY OTHER CAUSE.


IN WITNESS WHEREOF, the Company has executed and
delivered this Note as of the date first stated above.

POPMAIL.COM, INC.


By:______________________________
Title:____________________________



Acknowledged and agreed to this 
21st day of December, 2000.


THE SHAAR FUND LTD.,



By:	Shaar Advisory Services, N.V.

 (the advisor to The Shaar Fund Ltd.)


By:  						


Name:   W. J. Langeveld

Title:      Managing Director





	EXHIBIT A



NOTICE OF CONVERSION
AT THE ELECTION OF THE HOLDER

(To Be Signed Only Upon Conversion of Note)


TO POPMAIL.COM, INC.

The undersigned, the holder of the foregoing Note, hereby
surrenders such Note for conversion into shares of Common Stock of POPMAIL.COM,
INC., to the extent of $_____ of the unpaid principal amount of such Note, and
requests that the certificates for such shares be issued  in  the  name  of,
and  delivered  to,  ______________  whose  address  is
________________________________.  


Dated: __________________________________



_________________________________














 (Signature must conform in all respects to 













name of holder as specified on the face of 
the Note)



_________________________________
(Address)


EX-10.62
34
exh1062.htm
EXHIBIT











Exhibit 10.62


AMENDMENT NO. 2 TO THE LOAN AGREEMENT AND NOTES


	This Amendment No. 2 to the Loan Agreement and Notes is entered into
on February 8, 2001 by and among GSI Ventures, LLC, an Ohio limited liability
company ("Lender") PopMail.com, inc., a Minnesota corporation (the
"Borrower"), SDK Investments, Inc., an Ohio corporation ("SDKI"),
PopMail Network, Inc., a Texas corporation ("PNI"), Fan Asylum, Inc., a
California corporation ("FAI"), Café Odyssey, LLC, a Minnesota
limited liability company ("COL") to amend (i) that certain Loan
Agreement dated December 1, 2000, as amended on December 8, 2000, by and between
the parties hereto, and (ii) the Notes (as defined below). 

	In consideration of the mutual covenants and agreements contained herein
and other good and valuable consideration, the receipt, sufficiency and adequacy
of which are hereby acknowledged, the parties hereby covenant and agree as
follows:



Amendment to Agreement. The parties do hereby agree to amend the
Agreement as follows:



New Section 2.4.  A new Section 2.4 is hereby added to the Agreement
immediately following Section 2.3 and reads as follows:








Particular Provisions in the Warrants.  The Lender Warrant issued
pursuant to this Agreement shall include a provision that, at the sole
discretion of the Lender, allows for the issuance of shares of Common Stock to
the members of the Lender upon exercise of the Lender Warrant. All Warrants
issued pursuant to this Agreement shall have a provision substantially similar
to the following:





Notwithstanding anything herein to the contrary, in no event shall the
holder be permitted to exercise this Warrant for shares of Common Stock to the
extent that (x) the number of shares of Common Stock beneficially owned by such
Holder (other than shares of Common Stock issuable upon exercise of this
Warrant) plus (y) the number of shares of Common Stock issuable upon exercise of
this Warrant, would be equal to or exceed 4.9% of the number of shares of Common
Stock then issued and outstanding, including shares issuable upon exercise of
this Warrant held by such holder after application of this Section ___.  As used
herein, beneficial ownership shall be determined in accordance with Section
13(d) of the Exchange Act.  To the extent that the limitation contained in this
Section ___ applies, the determination of whether this Warrant is exercisable
(in relation to other securities owned by the holder) and of which a portion of
this Warrant is exercisable shall be in the sole discretion of such holder, and
the submission of a Notice of Exercise shall be deemed to be such holder's
determination of whether this Warrant is exercisable (in relation to other
securities owned by such holder) and of which portion of this Warrant is
exercisable, in each case subject to such aggregate percentage limitation, and
the Company shall have no obligation to verify or confirm the accuracy of such
determination.  Nothing contained herein shall be deemed to restrict the right
of a holder to exercise this Warrant into shares of Common Stock at such time as
such exercise will not violate the provisions of this Section ___.  The
provisions of this Section ___ may be waived by the Holder of this Warrant upon,
at the election of the Holder, with 61 days' prior notice to the Company, and
the provisions of this Section ___ shall continue to apply until such
61st day (or such later date as may be specified in such notice of
waiver).  No exercise of this Warrant in violation of this Section ___ but
otherwise in accordance with this Warrant shall affect the status of the Common
Stock issued upon such exercise as validly issued, fully-paid and
nonassessable.






New Section 1.7.  A new Section 1.7 is added to the Agreement
immediately following Section 1.6,  and  reads as follows:





Limitations on Issuance of Common Stock.  The Notes issued pursuant to
this Agreement shall include a provision substantially similar to the
following:


Notwithstanding anything herein to the contrary, in no event shall the
Holder be permitted to receive Conversion Shares upon exercising its conversion
rights or Common Stock as payment for accrued interest on this Note
(collectively referred to as "Conversion Rights") to the extent that
(x) the number of shares of Common Stock beneficially owned by the Holder (other
than shares of Common Stock issuable upon exercise of Holder's Conversion
Rights) plus (y) the number of shares of Common Stock issuable upon exercise of
the Holder's Conversion Rights, would be equal to or exceed 4.9% of the number
of shares of Common Stock then issued and outstanding, including shares issuable
upon exercise of the Holder's Conversion Rights after application of this
Section ___.  As used herein, beneficial ownership shall be determined in
accordance with Section 13(d) of the Securities Exchange Act of 1934 (the
"Exchange Act").  To the extent that the limitation contained in this
Section ___ applies, the determination of whether Holder may exercise its
Conversion Rights (in relation to other securities owned by the Holder) and of
which a portion of the Conversion Rights are exercisable shall be in the sole
discretion of the Holder, and the submission of a Holder Conversion Notice (or
written notice in the case of payment of accrued interest in shares of Common
Stock) shall be deemed to be the Holder's determination of whether the
Conversion Rights are exercisable (in relation to other securities owned by the
Holder) and of which portion of the Conversion Rights are exercisable, in each
case subject to such aggregate percentage limitation, and the Company shall have
no obligation to verify or confirm the accuracy of such determination.  Nothing
contained herein shall be deemed to restrict the right of the Holder to exercise
its Conversion Rights at such time as such exercise will not violate the
provisions of this Section ___.  The provisions of this Section ___ may be
waived by the Holder upon, at the election of the Holder, 61 days' prior notice
to the Company, and the provisions of this Section ___ shall continue to apply
until such 61st day (or such later date as may be specified in such
notice of waiver).  No exercise of the Conversion Rights in violation of this
Section ___ but otherwise in accordance with this Note shall affect the status
of the Common Stock issued upon such exercise as validly issued, fully-paid and
nonassessable.


Amendment To Notes.  Those certain series of Convertible Promissory
Notes With Cognovit Provision issued by the Company pursuant to the Agreement
and dated December 1, 2000 in the amount of $400,000, December 8, 2000 in the
amount of $100,000, December 13, 2000 in the amount of $100,000 and December 15,
2000 in the amount of $100,000 (collectively the "Notes" or
individually as a "Note") are hereby amended as follows:





New Section 3.4.  A new Section 3.4 is added to the Notes immediately
following Section 3.3, which shall read as follows:

Limitations on Issuance of Common Stock.  Notwithstanding anything
herein to the contrary, in no event shall the Holder be permitted to receive
Conversion Shares upon exercising its conversion rights or Common Stock as
payment for accrued interest on this Note (collectively referred to as
"Conversion Rights") to the extent that (x) the number of shares of
Common Stock beneficially owned by the Holder (other than shares of Common Stock
issuable upon exercise of Holder's Conversion Rights) plus (y) the number of
shares of Common Stock issuable upon exercise of the Holder's Conversion Rights,
would be equal to or exceed 4.9% of the number of shares of Common Stock then
issued and outstanding, including shares issuable upon exercise of the Holder's
Conversion Rights after application of this Section 3.4.  As used herein,
beneficial ownership shall be determined in accordance with Section 13(d) of the
Securities Exchange Act of 1934 (the "Exchange Act").  To the extent
that the limitation contained in this Section 3.4 applies, the determination of
whether Holder may exercise its Conversion Rights (in relation to other
securities owned by the Holder) and of which a portion of the Conversion Rights
are exercisable shall be in the sole discretion of the Holder, and the
submission of a Holder Conversion Notice (or written notice in the case of
payment of accrued interest in shares of Common Stock) shall be deemed to be the
Holder's determination of whether the Conversion Rights are exercisable (in
relation to other securities owned by the Holder) and of which portion of the
Conversion Rights are exercisable, in each case subject to such aggregate
percentage limitation, and the Company shall have no obligation to verify or
confirm the accuracy of such determination.  Nothing contained herein shall be
deemed to restrict the right of the Holder to exercise its Conversion Rights at
such time as such exercise will not violate the provisions of this Section 3.4.
The provisions of this Section 3.4 may be waived by the Holder upon, at the
election of the Holder, 61 days' prior notice to the Company, and the provisions
of this Section 3.4 shall continue to apply until such 61st day (or
such later date as may be specified in such notice of waiver).  No exercise of
the Conversion Rights in violation of this Section 3.4 but otherwise in
accordance with this Note shall affect the status of the Common Stock issued
upon such exercise as validly issued, fully-paid and nonassessable.

Section 3.2(c).  Section 3.2(c) is hereby amended and superceded in
its entirety with the following:



(c)	Market Price.  The term "Market Price" shall mean
$.125.


Capitalized Terms.  All capitalized terms not otherwise defined
herein shall have the same meaning as in the Agreement or the Notes.

<SIGNATURE PAGE TO FOLLOW>

In Witness Whereof, the parties hereto have executed this Amendment No 2 to
the Loan Agreement and Notes as of the date first written above.

BORROWER:
POPMAIL.COM, INC., 

By:						

Its:___________________________

PMI:
POPMAIL NETWORK, INC.

By:						

Its:___________________________

LENDER:
GSI VENTURES, LLC,

By: SDK INVESTMENTS, INC., Manager
By:___________________________________
Stephen D. King
President

FAI:
FAN ASYLUM, INC.

By:						

Its:___________________________

SDKI:
SDK INVESTMENTS, INC., 

By:						

Stephen D. King
President

COL:
CAFE ODYSSEY, LLC

By:						

Its:___________________________






















EX-10.63
35
exh1063.htm
EXHIBIT











Exhibit 10.63


	STOCK PURCHASE AGREEMENT


	BETWEEN


	TIM McQUAID 


	AND


	PopMail.com, inc.



	February 14, 2001





	STOCK PURCHASE AGREEMENT

This Agreement entered into as of February 14, 2001, by and among
PopMail.com, inc., a Minnesota corporation ("Seller" and/or
"Shareholder"), and Tim McQuaid ("Buyer"). The Seller and
Buyer are referred to collectively herein as the "Parties," and
individually as a "Party."

The Seller owns all of the outstanding capital stock of Fan Asylum, Inc., a
California corporation (the "Target").

This Agreement contemplates a transaction in which the Buyer will purchase
from the Seller, and the Seller will sell to the Buyer, all of the outstanding
capital stock of the Target in return for cash and the other consideration set
forth herein.


1. Definitions.


"Adverse Consequences" means all actions, suits, proceedings,
hearings, investigations, charges, complaints, claims, demands, injunctions,
judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs,
reasonable amounts paid in settlement, liabilities, obligations, taxes, liens,
losses, expenses, and fees, including court costs and reasonable attorneys' fees
and expenses.

"Affiliate" has the meaning set forth in Rule 12b-2 of the regulations
promulgated under the Securities Exchange Act.

"Affiliated Group" means any affiliated group within the meaning of
Code  1504(a) or any similar group defined under a similar provision of state,
local or foreign law.

"Allocable Portion" means with respect to the share of any Seller in a
particular amount that fraction equal to the number of Target Shares the Seller
holds as set forth in  4(b) of the Disclosure Schedule over the total number of
outstanding Target Shares.

"Buyer" has the meaning set forth in the preface above.




"Cash" means cash and cash equivalents (including marketable
securities and short term investments) calculated in accordance with GAAP
applied on a basis consistent with the preparation of the Financial
Statements.

"Closing" has the meaning set forth in  2(f) below.

"Closing Date" has the meaning set forth in  2(f) below.

"COBRA" means the requirements of Part 6 of Subtitle B of Title I of
ERISA and Code  4980B.

"Code" means the Internal Revenue Code of 1986, as amended.

"Confidential Information" means any information concerning the
businesses and affairs of the Target that is not already generally available to
the public.

"Employee Benefit Plan" means any (a) nonqualified deferred
compensation or retirement plan or arrangement, (b) qualified defined
contribution retirement plan or arrangement which is an Employee Pension Benefit
Plan, (c) qualified defined benefit retirement plan or arrangement which is an
Employee Pension Benefit Plan (including any Multiemployer Plan), or (d)
Employee Welfare Benefit Plan or material fringe benefit or other retirement,
bonus, or incentive plan or program.

"Employee Pension Benefit Plan" has the meaning set forth in ERISA
 3(2).

"Employee Welfare Benefit Plan" has the meaning set forth in ERISA
 3(1).

"Environmental, Health, and Safety Requirements" shall mean all
federal, state, local and foreign statutes, regulations, and ordinances
concerning public health and safety, worker health and safety, and pollution or
protection of the environment, including without limitation all those relating
to the presence, use, production, generation, handling, transportation,
treatment, storage, disposal, distribution, labeling, testing, processing,
discharge, release, threatened release, control, or cleanup of any hazardous
materials, substances or wastes, as such requirements are enacted and in effect
on or prior to the Closing Date.

"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

"ERISA Affiliate" means each entity which is treated as a single
employer with Seller for purposes of Code  414.
"GAAP" means United States generally accepted accounting principles as
in effect from time to time.

"Income Tax" means any federal, state, local, or foreign income tax,
including any interest, penalty, or addition thereto, whether disputed or
not.

"Income Tax Return" means any return, declaration, report, claim for
refund, or information return or statement relating to Income Taxes, including
any schedule or attachment thereto.

"Knowledge" means actual knowledge without independent investigation.

"Multiemployer Plan" has the meaning set forth in ERISA  3(37).

"Ordinary Course of Business" means the ordinary course of business
consistent with part custom and practice (including with respect to quantity and
frequency).

"Party" has the meaning set forth in the preface above.

"PBGC" means the Pension Benefit Guaranty Corporation.

"Person" means an individual, a partnership, a corporation, an
association, a joint stock company, a trust, a joint venture, an unincorporated
organization, or a governmental entity (or any department, agency, or political
subdivision thereof).

"Purchase Price" has the meaning set forth in  2(b) below.

"Reportable Event" has the meaning set forth in ERISA  4043.

"Securities Act" means the Securities Act of 1933, as amended.

"Securities Exchange Act" means the Securities Exchange Act of 1934,
as amended.

"Security Interest" means any mortgage, pledge, lien, encumbrance,
charge, or other security interest, other than (a) mechanic's, materialmen's,
and similar liens, (b) liens for taxes not yet due and payable or for taxes that
the taxpayer is contesting in good faith through appropriate proceedings, (c)
purchase money liens and liens securing rental payments under capital lease
arrangements, and (d) other liens arising in the Ordinary Course of Business and
not incurred in connection with the borrowing of money.

"Seller" has the meaning set forth in the preface above.

"Subsidiary" means any corporation with respect to which a specified
Person (or a Subsidiary thereof) owns a majority of the common stock or has the
power to vote or direct the voting of sufficient securities to elect a majority
of the directors.

"Target" has the meaning set forth in the preface above.

"Target Share" means any share of the Common Stock of the Target.

"Third Party Claim" has the meaning set forth in  8(d) below.

2. Purchase and Sale of Target Shares.


(a) Basic Transaction. On and subject to the terms and conditions of
this Agreement, the Buyer agrees to purchase from the Seller, the Seller agrees
to sell to the Buyer, all of its Target Shares for the consideration specified
below in this  2.

(b) Purchase Price. The Buyer agrees to pay to the Seller at the
Closing the "Purchase Price" by delivery of (i) $100,000 in cash by wire
transfer or other delivery of immediately available funds (disbursement of which
is subject to post-closing covenants as described herein), (ii) the forfeiture
of all rights to receive additional PopMail stock, beyond the 87,673 shares
purchased on or about October 12, 2000 which are currently in escrow and to
which he is currently entitled and (iii) the release of all claims against
Seller, Seller's subsidiaries, past and present officers and directors of Seller
and Seller's subsidiaries, and agents, attorneys, consultants and employees of
Seller.  In addition, (A) McQuaid shall not be entitled to the 280,000 earn-out
shares or any shares which would otherwise be issued in connection with his
reset rights under the agreement by which PopMail.com, inc. bought the shares of
Fan Asylum and (B) PopMail.com, inc. shall have a 15% carried interest in
Target, such that if Target shall be sold before January 31, 2004, PopMail.com,
inc. shall receive 15% of the net sales proceeds arising from the sale of
Target.

(c)  Liabilities of Target.  Buyer takes the stock of Target subject
to all the liabilities of Target as they existed as of the Closing Date.

(d)	Releases.  On Closing, Buyer shall release
Seller of any and all claims it may have up through the date of Closing of this
Agreement.  Seller shall release Buyer, Buyer's subsidiaries, past and present
officers and directors of Buyer and Buyer's subsidiaries, and agents, attorneys,
consultants and employees of Buyer of any and all claims it may have against
Buyer up through the date of Closing of this Agreement, including any rights
under the Covenant not to Compete contained in the  June 14, 2000 Stock Purchase
Agreement and/or Employment Agreement and/or Non-Compete Agreement between Tim
McQuaid and Popmail.com and Fan Asylum, Inc. (together, the "2000 Stock
Purchase Agreement").

(e)  Popmail Shares.  The 87,673 shares of
PopMail.com, inc. referenced in 2(b) above shall be released from escrow to
Buyer upon the Closing, and shall be included in the next registration statement
which PopMail.com, inc. prepares and be `locked up' (no public sale allowed) for
90 days from the Closing Date.  Provided, however, that if said registration
statement is not accepted, PopMail.com, inc. agrees to include said share on
each subsequent registration statement which it files for any stock of the same
class. 

(f) The Closing. The closing of the transactions
contemplated by this Agreement (the "Closing") shall take place at the
offices of McQuaid, Metzler, Bedford & Van Zandt, commencing at 5:00 p.m.
local time on or before February 15, 2001 or such other date as the Buyer and
Seller may mutually determine (the "Closing Date).

(g) Deliveries at the Closing. At the Closing, (i) the
Seller will deliver to the Buyer the various certificates, instruments, and
documents referred to in  7(a) below, (ii) the Buyer will deliver to the Seller
the various certificates, instruments, and documents referred to in  7(b) below,
(iii) the Seller will deliver to the Buyer stock certificates representing all
of his or its Target Shares, endorsed in blank or accompanied by duly executed
assignment documents, and will deliver all of Target's corporate and financial
records, and the releases of liens described in   3(a)(v) below, iv) the Buyer
will deliver to Seller the cash consideration specified in  2(b) above, and (v)
the Seller will deliver to the Buyer the shares of PopMail.com, inc. described
in  2(e) above. 

3. Representations and Warranties Concerning the
Transaction.


(a) Representations and Warranties of the Seller.
Seller represents and warrants to the Buyer that the statements contained in
this  3(a) are correct and complete as of the date of this Agreement and will be
correct and complete as of the Closing Date (as though made then and as though
the Closing Date were substituted for the date of this Agreement throughout this
 3(a)) with respect to himself or itself, except as set forth herein.

(i) Organization of Seller. Seller is a corporation
duly organized, validly existing, and in good standing under the laws of the
jurisdiction of its incorporation.

(ii) Authorization of Transaction. The Seller has full
power and authority (including, if the Seller is a corporation, full corporate
power and authority) to execute and deliver this Agreement and to perform his or
its obligations hereunder. This Agreement constitutes the valid and legally
binding obligation of the Seller, enforceable in accordance with its terms and
conditions. The Seller need not give any notice to, make any filing with, or
obtain any authorization, consent, or approval of any government or governmental
agency in order to consummate the transactions contemplated by this
Agreement.

(iii) Noncontravention. Other than the liens
specifically identified in  3(a)(v) below, neither the execution and the
delivery of this Agreement, nor the consummation of the transactions
contemplated hereby, will (A) violate any constitution, statute, regulation,
rule, injunction, judgment, order, decree, ruling, charge, or other restriction
of any government, governmental agency, or court to which the Seller is subject
or, if the Seller is a corporation, any provision of its charter or bylaws or
(B) conflict with, result in a breach of, constitute a default under, result in
the acceleration of, create in any party the right to accelerate, terminate,
modify, or cancel, or require any notice under any agreement, contract, lease,
license, instrument, or other arrangement to which the Seller is a party or by
which it is bound or to which any of its assets is subject.

(iv) Brokers' Fees. The Seller has no liability or
obligation to pay any fees or commissions to any broker, finder, or agent with
respect to the transactions contemplated by this Agreement for which the Buyer
could become liable or obligated.

(v) Target Shares. The Seller holds of record and owns
beneficially 1,000 Target Shares, free and clear of any restrictions on transfer
(other than restrictions under the Securities Act and state securities laws),
taxes, Security Interests, options, warrants, purchase rights, contracts,
commitments, equities, claims, and demands.  The Seller is not a party to any
option, warrant, purchase right, or other contract or commitment that could
require the Seller to sell, transfer, or otherwise dispose of any capital stock
of the Target (other than this Agreement). The Seller is not a party to any
voting trust, proxy, or other agreement or understanding with respect to the
voting of any capital stock of the Target.  In addition to, and not by way of
limitation of the foregoing, Seller specifically warrants that it will deliver
the Target Shares free and clear of any liens held or purported to be held by
the Shaar Fund Ltd., SDK Investments, GSI Ventures, LLC, or Stephen King or any
Affiliate of any of them.

(b) Representations and Warranties of the Buyer. Buyer
represents and warrants to the Seller that the statements contained in this
 3(b) are correct and complete as of the date of this Agreement and will be
correct and complete as of the Closing Date (as though made then and as though
the Closing Date were substituted for the date of this Agreement throughout this
 3(b)), except as set forth herein.


(i) Authorization of Transaction. The Buyer has full
power and to execute and deliver this Agreement and to perform his obligations
hereunder. This Agreement constitutes the valid and legally binding obligation
of the Buyer, enforceable in accordance with its terms and conditions. The Buyer
need not give any notice to, make any filing with, or obtain any authorization,
consent, or approval of any government or governmental agency in order to
consummate the transactions contemplated by this Agreement.

(ii) Noncontravention, Neither the execution and the
delivery of this Agreement, nor the consummation of the transactions
contemplated hereby, will (A) violate any constitution, statute, regulation,
rule, injunction, judgment, order, decree, ruling, charge, or other restriction
of any government, governmental agency, or court to which the Buyer is subject
or any provision of its charter or bylaws or (B) conflict with, result in a
breach of, constitute a default under, result in the acceleration of, create in
any party the right to accelerate, terminate, modify, or cancel, or require any
notice under any agreement, contract, lease, license, instrument, or other
arrangement to which the Buyer is a party or by which it is bound or to which
any of its assets is subject.

(iii) Brokers' Fees. Buyer has no liability or
obligation to pay any fees or commissions to any broker, finder, or agent with
respect to the transactions contemplated by this Agreement for which any Seller
could become liable or obligated.

(iv) Investment. The Buyer is not acquiring the Target
Shares with a view to or for sale in connection with any distribution thereof
within the meaning of the Securities Act.

4. Representations and Warranties Concerning the
Target. Subject to the representations and warranties given by the Selling
Shareholders in Article IV of the 2000 Stock Purchase Agreement being correct in
all material respects, Seller makes the following Representations and
Warranties:

(a) Organization, Qualification, and Corporate Power.
Target is a corporation duly organized, validly existing, and in good standing
under the laws of the jurisdiction of its incorporation. 

(b) Capitalization. The entire authorized capital
stock of the Target consists of ten million (10,000,000) Target Shares, of which
one thousand (1,000) Target Shares are issued and outstanding. All of the issued
and outstanding Target Shares have been duly authorized, are validly issued,
fully paid, and nonassessable, and are held of record by. There are no
outstanding or authorized options, warrants, purchase rights, subscription
rights, conversion rights, exchange rights, or other contracts or commitments
that could require the Target to issue, sell, or otherwise cause to become
outstanding any of its capital stock. There are no outstanding or authorized
stock appreciation, phantom stock, profit participation, or similar rights with
respect to the Target.

(c) Title to Tangible Assets. The Target has good and
marketable title to, or a valid leasehold interest in, the material tangible
assets it uses regularly in the conduct of its business.

(d) Tax Matters.  Seller will be responsible for all
state and federal Income Tax Returns that Target is or was required to file
while the Seller owned Target through the Closing Date, and has or will pay all
Income Taxes owing, except where the failure to file Income Tax Returns or to
pay Income Taxes would not have a material adverse effect on the financial
condition of the Target taken as a whole.  Seller covenants that it will not
report in any Income Tax Return or related filing any allocation to Target of
items of income or expenses that is not reflected on the books as maintained by
Target for the time that Seller has been the owner of Target's shares, except to
the extent that such allocation is required by the Code or regulations
thereunder. 

(e) Real Property.  Target owns no real estate, and
leases its current office property from Buyer.

(f) Intellectual Property.  Seller has not transferred
any of the intellectual property held by Target when it was acquired by Seller
to any party.  Any Intellectual Property held by Seller as of the date of
acquisition of Target by Seller, unless it has expired, lapsed or otherwise been
terminated through no fault of Seller, remains the property of Target.  
(g) Contracts. Seller has not caused Target to enter
into any contract not signed by Tim McQuaid.

(h) Litigation. To the Knowledge of Seller, other than
the case of Law and Cerreta v. McQuaid and Fan Asylum, Inc. (Civ. Case No.
314245, San Francisco Superior Court) there is no instance in which the Target
(i) is subject to any outstanding injunction, judgment, order, decree, ruling,
or charge or (ii) is a party to any action, suit, proceeding, hearing, or
investigation of, in, or before any court or quasi-judicial or administrative
agency of any federal, state, local, or foreign jurisdiction, except where the
injunction, judgment, order, decree, ruling, action, suit, proceeding, hearing,
or investigation would not have a material adverse effect on the financial
condition of the Target taken as a whole.

(i) Disclaimer of other Representations and
Warranties. Except as expressly set forth in Sections 2(e), 3 and this
Section 4, the Seller make no representation or warranty, express or implied, at
law or in equity, in respect of the Target, its Subsidiaries, or any of their
respective assets, liabilities or operations, including, without limitation,
with respect to merchantability or fitness for any particular purpose, and any
such other representations or warranties are hereby expressly disclaimed. Buyer
hereby acknowledges and agrees that, except to the extent specifically set forth
in Section 3 and this Section 4, the Buyer is purchasing the Target shares on an
"as-is, where-is" basis.

5. Pre-Closing Covenants. The Parties agree as follows
with respect to the period between the execution of this Agreement and the
Closing.

(a) General. Each of the Parties will use his or its
reasonable best efforts to take all action and to do all things necessary in
order to consummate and make effective the transactions contemplated by this
Agreement (including satisfaction, but not waiver, of the closing conditions set
forth in  7 below).

(b) Exclusivity. Seller will not (and the Seller will
not cause or permit Target to) solicit, initiate, or encourage the submission of
any proposal or offer from any Person relating to the acquisition of all or
substantially all of the capital stock or assets of Target (including any
acquisition structured as a merger, consolidation, or share exchange);
provided, however, that the Seller, the Target, and their directors and
officers will remain free to participate in any discussions or negotiations
regarding, furnish any information with respect to, assist or participate in, or
facilitate in any other manner any effort or attempt by any Person to do or seek
any of the foregoing to the extent their fiduciary duties may require.

6. Post-Closing Covenants. The Parties agree as
follows with respect to the period following the Closing.

(a) General. In case at any time after the Closing any
further action is necessary to carry out the purposes of this Agreement, each of
the Parties will take such further action (including the execution and delivery
of such further instruments and documents) as any other Party reasonably may
request, all at the sole cost and expense of the requesting Party (unless the
requesting Party is entitled to indemnification therefor under  8 below).

(b) Litigation Support. In the event and for so long
as any Party actively is contesting or defending against any action, suit,
proceeding, hearing, investigation, charge, complaint, claim, or demand in
connection with (i) any transaction contemplated under this Agreement or (ii)
any fact, situation, circumstance, status, condition, activity, practice, plan,
occurrence, event, incident, action, failure to act, or transaction on or prior
to the Closing Date involving Target, each of the other Parties shall cooperate
with him or it and his or its counsel in the defense or contest, make available
their personnel, and provide such testimony and access to their books and
records as shall be necessary in connection with the defense or contest, all at
the sole cost and expense of the contesting or defending Party (unless the
contesting or defending Party is entitled to indemnification therefor under  8
below).

(c) Funding.  (i) Any capital (or funding of any kind)
advanced to Target by Seller on or after January 31, 2001 and through the date
of Close shall be reimbursed to Seller at Closing. (ii) Buyer commits to
providing a minimum of $200,000 in funding to Target within 90 days of
Closing.

	(d) Disbursements from Escrows. So long as all other
conditions of this Agreement are satisfied, Buyer and Seller covenant to execute
escrow instructions at Closing which pertain to the escrow held by the law firm
of Maslon Edelman Borman & Brand, LLP (the "Escrow Agent")
instructing the Escrow Agent to disburse $50,000 of $100,000 in its possession
to Seller and to hold the remaining $50,000 in accordance with this Section
6(d). Buyer shall thereafter cause Target to endeavor to secure a suitable fan
club contract with Aerosmith. Seller shall file a registration statement which
includes Buyer's 87,673 shares of PopMail.com, inc. described in sections 2(b)
and 2(e) above. If and only if a contract with Aerosmith is secured, and said
registration statement is filed, both to be consummated no later than 60 days
following the Closing, then Buyer and Seller covenant to execute further escrow
instructions  to the Escrow Agent instructing it to disburse the remaining
$50,000 of $100,000 in its possession to Seller. If either condition is not
satisfied within 60 days following the Closing, then the Escrow Agent shall
return the remaining $50,000 in funds in its possession to Buyer, and Buyer
shall have no further obligation 
to Seller.


7. Conditions to Obligation to Close.


(a) Conditions to Obligation of the Buyer. The
obligation of the Buyer to consummate the transactions to be performed by it in
connection with the Closing is subject to satisfaction of the following
conditions:

(i) the representations and warranties set forth in  3(a) and
 4 above shall be true and correct in all material respects at and as of the
Closing Date;

(ii) the Seller shall have performed and complied with all of
its covenants hereunder in all material respects through the Closing;

(iii) there shall not be any injunction, judgment, order,
decree, ruling, or charge in effect preventing consummation of any of the
transactions contemplated by this Agreement;

(iv) the Seller shall have delivered to the Buyer a
certificate to the effect that each of the conditions specified above in
 7(a)(i)-(iii) is satisfied in all respects; 

(v) all actions to be taken by the Seller in connection with
consummation of the transactions contemplated hereby and all certificates,
opinions, instruments, and other documents required to effect the transactions
contemplated hereby will be satisfactory in form and substance to the Buyer.

The Buyer may waive any condition specified in this  7(a) if
it executes a writing so stating at or prior to the Closing.

(b) Conditions to Obligation of the Seller. The
obligation of the Seller to consummate the transactions to be performed by them
in connection with the Closing is subject to satisfaction of the following
conditions:

(i) the representations and warranties set forth in  3(b)
above shall be true and correct in all material respects at and as of the
Closing Date;

(ii) the Buyer shall have performed and complied with all of
its covenants hereunder in all material respects through the Closing;

(iii) there shall not be any injunction, judgment, order,
decree, ruling, or charge in effect preventing consummation of any of the
transactions contemplated by this Agreement;

(iv) the Buyer shall have delivered to the Seller a
certificate to the effect that each of the conditions specified above in
 7(b)(i)-(iii) is satisfied in all respects;

(v) Seller's Board of Directors shall have approved and
Seller's secured lenders shall have approved and released all liens on Target
Stock and Target assets;

(vi) all actions to be taken by the Buyer in connection with
consummation of the transactions contemplated hereby and all certificates,
opinions, instruments, and other documents required to effect the transactions
contemplated hereby will be [reasonably] satisfactory in form and substance to
the Requisite Seller.

Seller may waive any condition specified in this  7(b) if it
executes a writing so stating at or prior to the Closing.
8. Survival of Representations and Warranties.


Other than as set forth in  4(d) and in  4(f) above, none of
the representations and warranties of the Seller contained in  4 above shall
survive the Closing hereunder. All of the representations and warranties of the
Parties contained in  3 above shall survive the Closing (unless the damaged
Party knew or had reason to know of any misrepresentation or breach of warranty
at the time of Closing) and continue in full force and effect forever thereafter
(subject to any applicable statutes of limitations).

9. Termination.


(a) Termination of Agreement. Certain of the Parties
may terminate this Agreement as provided below:

(i) Buyer and Seller may terminate this Agreement by mutual
written consent at any time prior to the Closing;

(ii) the Buyer may terminate this Agreement by giving written
notice to Seller at any time prior to the Closing in the event (A) Seller has
given the Buyer any notice pursuant to this Agreement above and (B) the
development that is the subject of the notice has had a material adverse effect
upon the financial condition of the Target taken as a whole;

(iii) the Buyer may terminate this Agreement by giving
written notice to Seller at any time prior to the Closing (A) in the event
Seller has breached any material representation, warranty, or covenant contained
in this Agreement (other than the representations and warranties in  4 above) in
any material respect, the Buyer has notified Seller of the breach, and the
breach has continued without cure for a period of 15 days after the notice of
breach or (B) if the Closing shall not have occurred on or before February 15,
2001, (unless the failure results primarily from the Buyer itself breaching any
representation, warranty, or covenant contained in this Agreement); and

(iv) Seller may terminate this Agreement by giving written
notice to the Buyer at any time prior to the Closing (A) in the event the Buyer
has breached any material representation, warranty, or covenant contained in
this Agreement in any material respect, any of the Seller has notified the Buyer
of the breach, and the breach has continued without cure for a period of 15 days
after the notice of breach or (B) if the Closing shall not have occurred on or
before February 15, 2001, (unless the failure results primarily from Seller
breaching any representation, warranty, or covenant contained in this
Agreement).

(b) Effect of Termination. If any Party terminates
this Agreement pursuant to  9(a) above, all rights and obligations of the
Parties hereunder shall terminate without any liability of any Party to any
other Party (except for any liability of any Party then in breach); provided,
however, that the confidentiality provisions contained herein shall survive
termination.

10. Miscellaneous.


(a) Press Releases and Public Announcements. No Party
shall issue any press release or make any public announcement relating to the
subject matter of this Agreement without the prior written approval of the Buyer
and Seller; provided, however, that any Party may make any public
disclosure it believes in good faith is required by applicable law or any
listing or trading agreement concerning its publicly-traded securities (in which
case the disclosing Party will use its best efforts to advise the other Parties
prior to making the disclosure).

(b) No Third-Party Beneficiaries. This Agreement shall
not confer any rights or remedies upon any Person other than the Parties and
their respective successors and permitted assigns.

(c) Entire Agreement. This Agreement (including the
documents referred to herein) constitutes the entire agreement among the Parties
and supersedes any prior understandings, agreements, or representations by or
among the Parties, written or oral, to the extent they have related in any way
to the subject matter hereof.

(d) Succession and Assignment. This Agreement shall be
binding upon and inure to the benefit of the Parties named herein and their
respective successors and permitted assigns. No Party may assign either this
Agreement or any of his or its rights, interests, or obligations hereunder
without the prior written approval of the Buyer and Seller; provided,
however, that the Buyer may (i) assign any or all of its rights and
interests hereunder to one or more of its Affiliates and (ii) designate one or
more of its Affiliates to perform its obligations hereunder (in any or all of
which cases the Buyer nonetheless shall remain responsible for the performance
of all of its obligations hereunder).

(e) Counterparts. This Agreement may be executed in
one or more counterparts, each of which shall be deemed an original but all of
which together will constitute one and the same instrument.

(f) Headings. The section headings contained in this
Agreement are inserted for convenience only and shall not affect in any way the
meaning or interpretation of this Agreement.

(g) Notices. All notices, requests, demands, claims,
and other communications hereunder will be in writing. Any notice, request,
demand, claim, or other communication hereunder shall be deemed duly given if
(and then two business days after) it is sent by registered or certified mail,
return receipt requested, postage prepaid, and addressed to the intended
recipient as set forth below:

If to the Seller:		Copy to:


	PopMail.com, inc.		Maslon, Edelman, Borman &
Brand
	Attn:  Stephen Spohn	Attn:  William Mower
	1333 Corporate Drive	3300 Norwest Center
	Suite 350				Minneapolis, Minnesota 55402
	Irving, Texas 75038


If to the Buyer:
Fan Asylum, Inc.
Attn: Tim McQuaid
1250 Folsom Street
San Francisco, CA 94103

Copy to:
	McQuaid, Metzler, Bedford & Van Zandt, LLP
	Attn: J. Dennis McQuaid, Esq.
	221 Main Street, 16th Floor
	San Francisco, CA 94105

Any Party may send any notice, request, demand, claim, or
other communication hereunder to the intended recipient at the address set forth
above using any other means (including personal delivery, expedited courier,
messenger service, telecopy, telex, ordinary mail, or electronic mail), but no
such notice, request, demand, claim, or other communication shall be deemed to
have been duly given unless and until it actually is received by the intended
recipient. Any Party may change the address to which notices, requests, demands,
claims, and other communications hereunder are to be delivered by giving the
other Parties notice in the manner herein set forth.

(h) Governing Law. This Agreement shall be governed by and
construed in accordance with the domestic laws of the State of California
without giving effect to any choice or conflict of law provision or rule
(whether of the State of California or any other jurisdiction) that would cause
the application of the laws of any jurisdiction other than the State of
California.


(i) Amendments and Waivers. No amendment of any
provision of this Agreement shall be valid unless the same shall be in writing
and signed by the Buyer and Seller. No waiver by any Party of any default,
misrepresentation, or breach of warranty or covenant hereunder, whether
intentional or not, shall be deemed to extend to any prior or subsequent
default, misrepresentation, or breach of warranty or covenant hereunder or
affect in any way any rights arising by virtue of any prior or subsequent such
occurrence.

(j) Severability. Any term or provision of this
Agreement that is invalid or unenforceable in any situation in any jurisdiction
shall not affect the validity or enforceability of the remaining terms and
provisions hereof or the validity or enforceability of the offending term or
provision in any other situation or in any other jurisdiction.

(k) Expenses. Each of the Buyer, the Target, and the
Seller will bear its own costs and expenses (including legal fees and expenses)
incurred in connection with this Agreement and the transactions contemplated
hereby. 

(l) Construction. The Parties have participated
jointly in the negotiation and drafting of this Agreement. In the event an
ambiguity or question of intent or interpretation arises, this Agreement shall
be construed as if drafted jointly by the Parties and no presumption or burden
of proof shall arise favoring or disfavoring any Party by virtue of the
authorship of any of the provisions of this Agreement.  Any reference to any
federal, state, local, or foreign statute or law shall be deemed also to refer
to all rules and regulations promulgated thereunder, unless the context requires
otherwise. The word "including" shall mean including without limitation.

(m) Incorporation of Exhibits, Annexes, and Schedules.
The Exhibits, Annexes, and Schedules identified in this Agreement are
incorporated herein by reference and made a part hereof.

IN WITNESS WHEREOF, the Parties hereto have executed this
Agreement as of the date first above written.


PopMail.com, inc. 		PopMail.com, inc.		
Stephen J. Spohn, Secretary		Stephen J. Spohn, C.F.O.




By: ________________________		By: _______________________




TIM McQUAID




By: __________________________	



















EX-10.64
36
exh1064.htm
EXHIBIT











Exhibit 10.64

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE
SECURITIES LAWS OF CERTAIN STATES.  THESE SECURITIES ARE SUBJECT TO RESTRICTIONS
ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM.  HOLDERS SHOULD BE AWARE THAT THEY MAY BE
REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD
OF TIME.  THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN
FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED
TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE
SECURITIES LAWS.
PROMISSORY NOTE
$100,000.00		March 2, 2001
Minneapolis, MN
Subject to the terms and conditions of this Note, for good and valuable
consideration received in the form of fifty thousand dollars ($50,000) on March
2, 2001 and fifty thousand dollars ($50,000) on February 1, 2001, PopMail.com,
Inc., a Minnesota corporation (the "Company"), promises to pay to the
order of The Shaar Fund Ltd. (the "Holder"), the principal amount of
one hundred thousand dollars ($100,000.00), plus simple interest accrued on
unpaid principal from the date of this Note until paid at the rate of twelve
percent (12%) per annum, payable on demand.
The following is a statement of the rights of the Holder and the terms and
conditions to which this Note is subject, and to which the Holder hereof, by the
acceptance of this Note, agrees.  Neither Holder, its principals or affiliates
have any other obligations, liabilities or responsibilities to the Company
except as expressly set forth in this Note or as may otherwise be agreed to in
writing by the parties.
Payment.  The principal and accrued interest under this Note will be
paid to the Holder within five (5) days of demand by the Holder (the
"Maturity Date").  All payments of principal and/or interest under
this Note will be made by mail to the address of record of the Holder.

Events of Default.  If the Company defaults in the payment of any part
of the principal or interest of this Note when due and payable, and if such
default is not cured by the Company within five (5) business days after the
Holder has given the Company written notice of such default, then the Holder may
declare the entire unpaid principal and accrued interest on this Note
immediately due and payable, by notice in writing to the Company, without any
other presentment, demand, protest or other notice of any kind or character, all
of which are hereby expressly waived, anything herein to the contrary
notwithstanding.  
Assignment.  The rights and obligations of the Company and the Holder
will be binding upon and inure to the benefit of the successors, assigns, heirs,
administrators and transferees of the parties.  The Company may not assign this
Note without the express written consent of Holder. 
Waiver and Amendment.  Any provision of this Note may be amended,
waived or modified upon the written consent of the Company and the Holder.
Notices.  Any notice, request or other communication required or
permitted hereunder will be in writing and shall be deemed to have been duly
given if delivered (i) personally or telephonically (including by
facsimile), (ii) by email (if receipt thereof is confirmed by a separate message
delivered by the recipient to the sender), (iii) by courier, or (iv) mailed
by registered or certified mail, postage prepaid, at the respective addresses of
the parties as set forth herein.  Notice to the Holder shall be provided to: The
Shaar Fund Ltd., c/o Levinson Capital Management, Attention: Samuel Levinson, 2
World Trade Center, Suite 1820, New York, NY 10048.  Any party hereto may by
notice so given change its address for future notice under this Note.  Notice
will conclusively be deemed to have been given when personally delivered or when
deposited in the mail or delivered to a courier, or when sent by email following
confirmation in the manner set forth above and will be deemed to have been
received when delivered.  
Governing Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of Minnesota, excluding that body of law
relating to conflict of laws.
Headings.  All headings used herein are used for convenience only and
will not be used to construe or interpret this Note.  
IN WITNESS WHEREOF, the parties have caused this Note to be issued on March
2, 2001.
"COMPANY":
PopMail.com, Inc.


By: 		Stephen J. Spohn
Title: 		CFO
Address: 	PopMail.com, Inc.
		1333 Corporate Drive, Suite 350
		Irving, TX 75038


















EX-10.65
37
exh1065.htm
EXHIBIT













Exhibit 10.65


THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE
SECURITIES LAWS OF CERTAIN STATES.  THESE SECURITIES ARE SUBJECT TO RESTRICTIONS
ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM.  HOLDERS SHOULD BE AWARE THAT THEY MAY BE
REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD
OF TIME.  THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN
FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED
TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE
SECURITIES LAWS.
PROMISSORY NOTE
$80,000.00		March 13, 2001
Minneapolis, MN
Subject to the terms and conditions of this Note, for good and valuable
consideration received in the form of fifty thousand dollars ($50,000) on March
13, 2001 and thirty thousand dollars ($30,000) on March 16, 2001, PopMail.com,
Inc., a Minnesota corporation (the "Company"), promises to pay to the
order of The Shaar Fund Ltd. (the "Holder"), the principal amount of
eighty thousand dollars ($80,000.00), plus simple interest accrued on unpaid
principal from the date of this Note until paid at the rate of twelve
percent (12%) per annum, payable on demand.
The following is a statement of the rights of the Holder and the terms and
conditions to which this Note is subject, and to which the Holder hereof, by the
acceptance of this Note, agrees.  Neither Holder, its principals or affiliates
have any other obligations, liabilities or responsibilities to the Company
except as expressly set forth in this Note or as may otherwise be agreed to in
writing by the parties.
Payment.  The principal and accrued interest under this Note will be
paid to the Holder within five (5) days of demand by the Holder (the
"Maturity Date").  All payments of principal and/or interest under
this Note will be made by mail to the address of record of the Holder.

Events of Default.  If the Company defaults in the payment of any part
of the principal or interest of this Note when due and payable, and if such
default is not cured by the Company within five (5) business days after the
Holder has given the Company written notice of such default, then the Holder may
declare the entire unpaid principal and accrued interest on this Note
immediately due and payable, by notice in writing to the Company, without any
other presentment, demand, protest or other notice of any kind or character, all
of which are hereby expressly waived, anything herein to the contrary
notwithstanding.  
Assignment.  The rights and obligations of the Company and the Holder
will be binding upon and inure to the benefit of the successors, assigns, heirs,
administrators and transferees of the parties.  The Company may not assign this
Note without the express written consent of Holder.
Waiver and Amendment.  Any provision of this Note may be amended,
waived or modified upon the written consent of the Company and the Holder.
Notices.  Any notice, request or other communication required or
permitted hereunder will be in writing and shall be deemed to have been duly
given if delivered (i) personally or telephonically (including by
facsimile), (ii) by email (if receipt thereof is confirmed by a separate message
delivered by the recipient to the sender), (iii) by courier, or (iv) mailed
by registered or certified mail, postage prepaid, at the respective addresses of
the parties as set forth herein.  Notice to the Holder shall be provided to: The
Shaar Fund Ltd., c/o Levinson Capital Management, Attention: Samuel Levinson, 2
World Trade Center, Suite 1820, New York, NY 10048.  Any party hereto may by
notice so given change its address for future notice under this Note.  Notice
will conclusively be deemed to have been given when personally delivered or when
deposited in the mail or delivered to a courier, or when sent by email following
confirmation in the manner set forth above and will be deemed to have been
received when delivered.
Governing Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of Minnesota, excluding that body of law
relating to conflict of laws.
Headings.  All headings used herein are used for convenience only and
will not be used to construe or interpret this Note.  
IN WITNESS WHEREOF, the parties have caused this Note to be issued on March
13, 2001.
"COMPANY":
PopMail.com, Inc.


By: 		Stephen J. Spohn
Title: 		CFO
Address:	PopMail.com, Inc.
		1333 Corporate Drive, Suite 350
		Irving, TX 75038



















EX-10.66
38
exh1066.htm
EXHIBIT











Exhibit 10.66
INTERCREDITOR AND
SUBORDINATION AGREEMENT
	THIS INTERCREDITOR AND SUBORDINATION AGREEMENT (the
"Intercreditor Agreement") is made as of this ___ day of __________, 2001, by
and between GSI VENTURES, LLC, an Ohio limited liability company ("GSI"),
THE SHAAR FUND LTD. ("Shaar"), GREAT WESTERN BUSINESS SERVICES,
INC. ("GWBS"), a Texas corporation and FAIRVIEW PARTNERS, an Ohio
general partnership ("Fairview")(each individually a "Lender" and collectively
the "Lenders").


RECITALS:

	WHEREAS, Popmail.com, Inc., a Minnesota corporation (the
"Borrower"), is engaged in the business of (i) internet commerce and (ii) the
ownership and operation of two Café Odyssey restaurants located at 320
South Avenue, Mall of America, Bloomington, Minnesota 55425 (the "MOA
Restaurant") and at 500 16th Street, Suite 350, Denver, Colorado 80202 (the
"Denver Restaurant") (collectively, the MOA Restaurant and the Denver Restaurant
are referred to herein as the "Restaurant Operations"), which the MOA Restaurant
has been or will be purchased by SDK AD, LLC, an Ohio limited liability company,
and which the Denver Restaurant has been or will be purchased by SD KINGDM, LLC,
an Ohio limited liability company;

	WHEREAS, the Borrower and GSI are parties to that certain
Loan Agreement dated December 1, 2000, as amended pursuant to the Amendment No.
1 to the Loan Agreement dated December 8, 2000, Amendment No. 2 to the Loan
Agreement and Notes dated February 8, 2001 and other related agreements, all as
may be amended further from time to time (collectively, the "GSI Loan
Documents"), pursuant to which GSI has issued or will issue loans to Borrower in
the aggregate original principal amount of up to Four Million Dollars
($4,000,000) (the "GSI Debt").  Pursuant to the GSI Loan Documents, Borrower has
granted GSI a security interest in all of Borrower's assets related to the
Restaurant Operations (the "Collateral") and a security interest in all other
assets of the Borrower excluding the Restaurant Operations (the "Other
Collateral");

	WHEREAS, Borrower and GWBS have agreed to enter into a
certain Promissory Note to be dated  on or about February __, 2001 (the
"GWBS/Popmail Note"), GWBS and SDK AD, LLC have agreed to enter into a certain
Promissory Note to be dated of even date with the GWBS/Popmail Note, and GWBS
and SDKINGDM, LLC have agreed to enter into a certain Promissory Note to be
dated of even date with the GWBS/Popmail Note, and other related documents
thereto, all as may be amended further from time to time (collectively, the
"GWBS Loan Documents") pursuant to which Borrower, SDK AD, LLC and SDKINGDM, LLC
will be obligated to pay GWBS an aggregate principal amount for all three notes
of Eight Hundred Seventeen Thousand Dollars ($817,000.00) (the "GWBS Debt").
Pursuant to the GWBS Loan Documents, Borrower, SDK AD, LLC and SDKINGDM, LLC
have granted or will grant GWBS a security interest in the Collateral;

	WHEREAS, Borrower and Shaar are parties to that certain
Loan Agreement dated December 20, 2000 and other related agreements, all as may
be amended further from time to time (collectively, the "Shaar Loan Documents")
pursuant to which Shaar has issued a loan to Borrower in the original principal
amount of Two Hundred Thousand Dollars ($200,000) (the "Shaar Debt").  Pursuant
to the Shaar Loan Agreement, Borrower has granted Shaar a security interest in
the Collateral and the Other Collateral;

	WHEREAS, Borrower and Fairview are parties to that
certain Loan Agreement dated August 24, 1999, as amended pursuant to the
Amendment To Loan Documents and Agreement dated October 30, 2000 and other
related agreements (including the Assignment, Assumption and Modification
Agreement entered into or to be entered into between Fairview  SDK AD, LLC
("SDKAD"), SDKINGDM, LLC ("SDKINGDM") and Popmail.com, inc. concerning the
Fairview Debt (the "Fairview Agreement")), all as may be amended further from
time to time (collectively the "Fairview Loan Documents") pursuant to which
Fairview has issued a loan to Borrower in the original principal amount of Two
Million Dollars ($2,000,000) with a current outstanding principal balance of One
Million Five-Hundred Thousand Dollars ($1,500,000) (the "Fairview Debt").
Pursuant to the Fairview Loan Documents, Borrower has granted Fairview a
security interest in the Collateral (the GSI Loan Documents, GWBS Loan
Documents, Shaar Loan Documents and Fairview Loan Documents are sometimes
collectively referred to herein as the "Loan Documents") (the GSI Debt, GWBS
Debt and the Shaar Debt are sometimes collectively referred to as the
"Subordinate Debt" and GSI, GWBS and Shaar are sometimes collectively referred
to as "Subordinate Lenders" or individually as a "Subordinate Lender"); and

	WHEREAS, GSI, GWBS, Shaar and Fairview, each as a
creditor of Borrower, desire to enter into this Intercreditor Agreement for
purposes of setting forth the relative rights and interests of each party in and
to the collateral pledged by Borrower.

	NOW, THEREFORE, in consideration of the foregoing
Recitals, which are hereby incorporated herein as if fully set forth below, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:

	1. Subordination and Intercreditor Provisions.
	1.1 Subordination.  Subject to Section 1.3 of this
Intercreditor Agreement, each of the Subordinate Lenders agree that each
Subordinate Lender's right to receive scheduled payments of principal and/or
interest under their respective Loan Documents shall be subordinate and junior
to Fairview's right to receive scheduled payments of principal and/or interest
under the Fairview Loan Documents until such time as the Fairview Debt is repaid
in full.
	1.2 Insolvency, Etc.

	(a) Subject to Section 1.3 of
this Intercreditor Agreement, in the event of any insolvency, bankruptcy,
receivership, liquidation, reorganization or other similar proceedings
(collectively, "Bankruptcy Proceedings") relative to the Borrower or to the
Collateral, or in the event of any proceedings for voluntary liquidation,
dissolution or other winding up of the Borrower, whether or not involving
insolvency or bankruptcy, Fairview shall be entitled in any such proceedings to
receive payment from the sale or other distribution of the Collateral on account
of the Fairview Debt before the Subordinate Lenders are entitled in any such
proceedings to receive any payment on account of the Subordinate Debt from the
sale or other distribution of the Collateral, and to that end in any such
proceedings any payment or distribution of any kind or character of the
Collateral, whether in cash or in other property, to which the Subordinate
Lenders would be entitled but for the provisions hereof, shall be delivered to
Fairview to the extent necessary to make payment in full in cash of all Fairview
Debt remaining unpaid.

(b) The Subordinate Lenders at the request of Fairview shall
in any proceedings described in Section 00, in the name of Fairview, file
claims, proofs of claims and other instruments of similar character necessary to
enforce the obligations of the Borrower in respect of the Subordinate Debt.  In
the event that any Subordinate Lender shall fail to take such action within five
business days upon request by Fairview, Fairview may, on behalf of such
Subordinate Lender, demand, sue for, collect and receive any and all such monies
or other assets and give acquittance therefor, file any claim, proof of claim or
other instrument of similar character, and take such other action (in its own
name or in the name of such Subordinate Lender) as Fairview may reasonably deem
necessary or advisable for enforcement of the obligations of the Borrower in
respect of the Subordinate Debt; provided that, Fairview shall have no right to
take any action in the name of any Subordinate Lender related to the Other
Collateral.
	1.3 Other Collateral; Conversion Rights.  
 (a) 	Notwithstanding anything to the contrary in this
Intercreditor Agreement, nothing in this Intercreditor Agreement shall impair
the rights of the Subordinate Lenders to take any and all action to enforce
their respective rights in, or receive payments or distributions on account of a
sale or other disposition of the Other Collateral; provided,
however, the Subordinate Lenders shall not take any action to enforce
their respective rights in the Other Collateral that would have a material
adverse effect on the Collateral; provided further, that any
actions taken by a Subordinate Lender to enforce its rights on Other Collateral
that is not owned or in the possession of the holder of the Collateral shall be
deemed to not cause a material adverse effect on the Collateral.

(b) 	In the event of any Bankruptcy Proceedings relative
to the Borrower or the Other Collateral, or in the event of any proceedings for
voluntary liquidation, dissolution or other winding up of the Borrower, whether
or not involving insolvency or bankruptcy, GSI and Shaar shall be entitled in
any such proceedings to receive payment, on a pro rata basis from the sale or
other distribution of the Other Collateral on account of GSI Debt and Shaar Debt
before Fairview and GWBS are entitled in any such proceedings to receive any
payment on account of the Fairview Debt and GWBS Debt from the sale or other
distribution of the Other Collateral, and to that end in any such proceedings
any payment or distribution of any kind or character of the Other Collateral,
whether in cash or in other property, to which Fairview or GWBS would be
entitled but for the provisions hereof, shall be delivered to GSI and Shaar to
the extent necessary to make payment in full in cash of all GSI Debt and Shaar
Debt remaining unpaid.



(c) 	Notwithstanding anything to the contrary in this
Intercreditor Agreement, the Subordinate Lenders are permitted at any time to
exercise their rights to convert any of the Subordinate Debt into the common
stock of Borrower or accept any prepayments or payments on the Subordinate Debt
that are made with the Borrower's common stock or other equity securities of
Borrower.



	2. Security Interests;
Priority.
	2.1 Notwithstanding any conflicting terms or conditions
which may be contained in any of the Loan Documents, the time of filing or
renewal of any financing statement, the time of attachment of any security
interest or any other priority provided by law: (a) the security interests upon
the Collateral evidenced by the Fairview Loan Documents shall have priority over
all other security interests upon the Collateral evidenced by the Loan
Documents;  (b) the security interests upon the Collateral of GWBS evidenced by
the GWBS Loan Documents shall have priority over all other security interests
upon the Collateral evidenced by the Loan Documents, except those evidenced by
the Fairview Loan Documents; and (c) the security interests upon the Collateral
of GSI and Shaar shall be subordinate to all security interests evidenced by the
Fairview Loan Documents and GWBS Loan Documents and shall be pari passu with
respect to each other as evidenced by that certain Intercreditor Agreement
between GSI and Shaar dated December 21, 2000 (the "GSI/Shaar Intercreditor
Agreement").  Notwithstanding anything to the contrary herein, this
Intercreditor Agreement shall not affect the rights and obligations between
Shaar and GSI as set forth in the GSI/Shaar Intercreditor Agreement.
	2.2 Each Lender shall be solely responsible for
perfecting and maintaining the perfection of its security interests in and to
each item constituting the Collateral in which such Lender has been granted a
security interest.  The provisions of this Intercreditor Agreement are intended
solely to govern the respective lien priorities as between the Lenders and,
except as set forth herein, shall not impose on any Lender any obligations in
respect of the disposition of proceeds of foreclosure on any Collateral which
would conflict with prior perfected claims therein in favor of any other person
or any order or decree of any court or governmental authority or any applicable
law.  Notwithstanding anything to the contrary herein, the relative priority
arrangements set forth in this Intercreditor Agreement are expressly conditioned
on the non-avoidability and perfection of the security interests and/or liens
evidenced by the Loan Documents and if the security interests and/or liens
evidenced by the Loan Documents are not perfected or are voidable for any
reason, then such relative priority arrangements set forth herein shall not be
effective to the extent of any such avoidability or non-perfection;
provided, however, that this condition shall be null and void and
of no effect if at any time any Lender shall directly or indirectly take any
action to contest or challenge the validity, legality, enforceability,
perfection, priority or avoidability of any other Lender's loans or documents or
any of the security interests and/or liens of any other Lender in any of the
Collateral or if such action is taken by SDKAD or SDKINGDM while Fairview is the
manager of either such entity.
	2.3 The lien priorities provided in this Section 0 shall
not be altered or otherwise affected by any amendment, modification, supplement,
extension, renewal, restatement or refinancing of any indebtedness evidenced by
any of the Loan Documents.  The respective rights and priorities of each Lender
in any assets of the Borrower not specified herein shall not be affected in any
way by this Intercreditor Agreement.
	3. Default Under the Loan Documents.

	3.1 In the event that Borrower shall cause or permit
to occur an event of default under any of the Loan Documents, such Lender that
is a party to any such Loan Document (a "Notifying Lender") will, upon becoming
aware of the existence of such event of default, use its best efforts to notify
all other Lenders of the existence of such event of default.  Receipt by any
Lender of such a notice of default shall not cause any Lender to be obligated to
cure any such default.  Failure of a Notifying Lender to provide such notice of
default shall not result in any liability to any Lender in the absence of gross
negligence or willful misconduct.  Upon receiving notice from a Notifying Lender
of an event of default for failure to pay monies due and owing to any Lender
under any Loan Document, any Lender may, but is not required to, cure such
payment default on behalf of Borrower within ten (10) business days of receiving
notice of the payment default from a Notifying Lender.  During such ten (10)
business day period, if any Lender cures such payment default, Lenders shall not
take any action against Borrower with respect to such default.  In the event
that any Lender elects to cure such payment default, any amount such Lender pays
to any other Lender to cure Borrower's payment default shall be considered a
portion of Borrower's indebtedness to such Lender.
	3.2 In the event that a default or an event of default
exists with respect to any of the Loan Documents, the applicable Lender may,
after providing written notice of such default to all other Lenders and subject
to the provisions of this Intercreditor Agreement, take any action it deems
appropriate to enforce its rights and remedies under the Loan Documents and its
security interests in or liens on, or exercise any other rights or remedies to
foreclose or otherwise realize upon, any of the Collateral.
	3.3 In the event Borrower defaults on its obligations to
any Lender and, as a result, any Lender undertakes to enforce its security
interest in the Collateral, each Lender agrees that it will not hinder, delay or
otherwise prevent such Lender from taking any and all action which such Lender
deems necessary to enforce its security interest in said Collateral and to
realize thereon.  Lenders agree that, to the extent any Lender receives any
proceeds directly from any bank account, any account debtor or from the sale of
any Collateral, then such Lender shall distribute such proceeds in accordance
with the terms of this Intercreditor Agreement.  To the extent that any Lender
retains any Collateral pursuant to its respective rights as a secured party,
such Collateral shall be divided among the Lenders in accordance with the terms
of this Intercreditor Agreement. 
	4. Standstill.  (a) Notwithstanding anything to
the contrary in Section 3.3, or the rights of any Lender under applicable law or
any provision of the Loan Documents to the contrary, each Subordinate Lender
hereby covenants that it shall not: 

(i)	(A) accelerate payment of any indebtedness or any
portion thereof under the Loan Documents, or  (B) take any other action to
enforce its rights under the Loan Documents, until the earlier of 60 days
following the effective date hereof or the execution of the Fairview Agreement;
provided that, each Lender may take any action to enforce its
rights under the Loan Documents during such 60-day period in the event that a
creditor of the Borrower who is not a party to this Agreement takes any action
or provides notice to a Lender of its intent to take any action against Borrower
to enforce its rights against the Borrower; and
(ii) 	take any action to enforce their respective rights
in, or receive payments or distributions on account of a sale or other
disposition of the Collateral upon an event of default under a Subordinate
Lender's Loan Documents so long as:







(A) 	the Fairview Debt is outstanding; and 




(B) 	(1) the Borrower, its guarantors or assigns are not
in default on the Fairview Loan Documents, or (2) in the event that the
Borrower, its guarantors or assigns are in default on the Fairview Loan
Documents, Fairview has either taken no action  to enforce its rights under the
Fairview Loan Documents or the only action it takes is to take over as manager
of SDKAD and/or SDKINGDM pursuant to its rights under the Fairview Loan
Documents; 



provided that, nothing herein shall impair the
rights of the Subordinate Lenders to take any and all action to enforce their
respective rights in the Other Collateral pursuant to Section 1.3(a) of this
Agreement. 







Notwithstanding anything to the contrary in Section 3.3,
or the rights of any Lender under applicable law or any provision of the Loan
Documents to the contrary, Fairview hereby covenants that it shall not:


accelerate payment of any indebtedness or any portion
thereof under the Fairview Loan Documents, or  (B) take any other action to
enforce its rights under the Fairview Loan Documents, until the earlier of 60
days following the effective date hereof or the execution of the Fairview
Agreement; provided that, Fairview may take any action to enforce
its rights under the Loan Documents during such period in the event that a
creditor of the Borrower who is not a party to this Agreement takes any action
or provides notice to Fairview of its intent to take any action against Borrower
to enforce its rights against the Borrower; and






(ii) 	take any action to enforce its rights in, or receive
payments or distributions on account of a sale or other disposition of the
Collateral upon an event of default of Popmail.com, inc. under the Fairview Loan
Documents so long as (A) an event of default by SDKAD or SDKINGDM (as assignees
of the Fairview Debt) has not occurred, and (B) if such event of default of
Popmail.com, inc. is due to a failure to make payments when due, SDKAD and
SDKINGDM assume the balance of the Fairview Debt not assumed by them under the
Fairview Agreement within the applicable time period provided for in the
Fairview Agreement.

		(c) 	Notwithstanding anything to the contrary in
this Section 4, but subject to Section 1.2, in the event of any Bankruptcy
Proceeding relative to SDKAD, SDKINGDM or the Collateral, or in the event of any
proceedings for voluntary liquidation, dissolution or other winding up of SDKAD
or SDKINGDM, whether or not involving insolvency or bankruptcy, the Subordinate
Lenders may take any and all action to enforce their respective rights under
their respective Loan Documents.

	5. Prepayments.  Subject to Section 1.3
of this Intercreditor Agreement, without the prior written consent of Fairview,
no Subordinate Lender shall be entitled to receive or retain any optional
prepayment (in cash, property, by set-off or otherwise) of or on account of any
Subordinate Debt.  

	6. Turn-Over of Payments Received.  In the
event that the Borrower shall make any payment on the Subordinate Debt which the
holders thereof are not permitted to receive and retain pursuant to the terms of
this Agreement, such payment shall be held in trust for the benefit of, and
shall be paid over promptly on demand to, Fairview for application to the
payment of all Fairview Debt remaining unpaid until the same shall have been
paid in full in cash, after giving effect to any concurrent payment or
distribution to Fairview.  No such payments or distributions to Fairview by any
Subordinate Lender shall be deemed to discharge any of such Subordinate
Debt.

	7. Representations and Warranties.  As a
material inducement to each other Lender to enter into this Intercreditor
Agreement, each Lender hereby represents and warrants to each other Lender that
the following are true and correct as of the date hereof and shall remain true
and correct so long as this Intercreditor Agreement is in effect:

	7.1 the execution, delivery and performance of this
Intercreditor Agreement has been duly authorized by such Lender and does not
contravene any law, any provision of the Loan Documents or any agreement to
which such Lender is a party or by which it is bound;
	7.2 this Intercreditor Agreement constitutes the legal,
valid and binding obligation of such Lender and is binding and enforceable in
accordance with its terms; and
	7.3 the Loan Documents to which such Lender is a party
are in the form of the copies thereof made available to each Lender, and no
amendment, waiver or modification thereof shall be permitted without the written
consent of all other Lenders, which shall not be unreasonably withheld or
delayed.
	8. Term; Default.  

	8.1 This Intercreditor Agreement shall continue for
so long as any Lender has a security interest in the Collateral.  This
Intercreditor Agreement shall remain in full force and effect notwithstanding
the filing of a petition for relief by or against Borrower under the United
States Bankruptcy Code. 



8.2	Nothing contained herein, or in any prior agreement or
understanding, shall be deemed to create any duty on the part of any Lender to
extend or continue financial accommodations to Borrower.



8.3	Notwithstanding anything to the contrary in the Loan
Documents or this Intercreditor Agreement, Lenders acknowledge and agree that
any additional indebtedness up to $4,000,000 of Borrower under the GSI Loan
Documents and additional indebtedness up to $500,000 of Borrower under the
Fairview Loan Documents shall not be considered an event of default or breach of
this Intercreditor Agreement or the Loan Documents and Borrower shall not be
required to obtain the consent of the Lenders to enter into any such
indebtedness; provided, however, such additional indebtedness
shall be subject to the terms of this Intercreditor Agreement.  The additional
indebtedness of  up to $500,000 under the Fairview Loan Documents shall be
considered as part of the Fairview Debt for purposes of this Agreement.
8.4	Notwithstanding anything to the contrary in the Loan
Documents or this Intercreditor Agreement, Lenders hereby consent to the
purchase by SDK AD, LLC, an Ohio limited liability company, from the Borrower of
the Collateral associated with the MOA Restaurant and the purchase by SD KINGDM,
LLC, an Ohio limited liability company, from the Borrower of the Collateral
associated with the Denver Restaurant, and hereby waive any default under each
Lender's Loan Documents that such a sale of the Collateral may create;
provided, however, Borrower shall provide five (5) business days
prior written notice to each Lender and shall cause SDK AD, LLC and SD KINGDM,
LLC to execute any and all documents deemed necessary by any Lender to continue
and maintain the Collateral and Lender's lien position in the Collateral,
including but not limited to filing all appropriate UCC's which shall have the
same priority as set forth herein.  The Collateral shall continue to be subject
to the terms and conditions of this Intercreditor Agreement.
	9. Miscellaneous.
	9.1 Neither of the parties
hereto, nor any of their managers, members, officers, agents or employees, shall
be responsible to any other party hereto or to any other person for: (a)
Borrower's solvency, financial condition or ability to repay its indebtedness to
any party hereto; (b) any oral or written statements of Borrower; or (c) the
validity, sufficiency or enforceability of any indebtedness, any agreements or
documents or the security interests and liens granted by Borrower to any party
hereto. Each party hereto has entered into its respective agreements, documents
and financing agreements with Borrower based upon its own independent
investigation, and makes no warranty or representation to any other party
hereto, with respect to the matters referred to in this Section 0.
	9.2 Nothing contained herein, or in any prior agreement
or understanding, shall be deemed to create any duty on the part of any Lender
to extend or continue to extend financial accommodations to Borrower.  
	9.3 Each Lender irrevocably waives any right to compel
any other Lender to marshal assets of the Borrower.
	9.4 Any notice required or desired to be served, given or
delivered hereunder shall be in the form and manner specified below, and shall
be addressed to the party to be notified as follows:
		If to GSI, to:				If to GWBS:

		SDK Investments, Inc.			Great Western
Business Services, Inc.
		c/o Barycenter Capital Management	14643 Dallas
Parkway, Suite 650
		PMB 329				Dallas, Texas 75240
		1232 W. Kemper Road			
		Cincinnati, Ohio 45240
		Attn: Stephen D.  King

		If to Shaar, to:				If to Fairview,
to:

		The Shaar Fund Ltd. 			Fairview Partners
		c/o Levinson Capital Management		5807 McCray
Court
		2 World Trade Center, Suite 1820		Cincinnati,
Ohio 45224
		New York, New York 10048			
		Attention:  Samuel Levinson

or to such other address as each party designates to the
other parties by notice in the manner herein prescribed.  Notice shall be deemed
given hereunder if (i) delivered personally or otherwise actually received, (ii)
sent by nationally recognized overnight courier service, (iii) mailed by first-
class United States mail, postage prepaid, certified, with return receipt
requested, or (iv) sent via telecopy machine with a duplicate signed copy sent
on the same day as provided in clause (ii) above.  Notice mailed as provided in
clause (iii) above shall be effective upon the expiration of five (5) business
days after its deposit in the United States mail, and notice telecopied as
provided in clause (iv) above shall be effective upon delivery of such telecopy
if the duplicate signed copy is sent under clause (iv) above.  Notice given in
any other manner described in this section shall be effective upon receipt by
the addressee thereof; provided, however, that if any notice is tendered to an
addressee and delivery thereof is refused by such addressee, such notice shall
be effective upon such tender unless otherwise expressly set forth in such
notice.

	9.5 THIS AGREEMENT SHALL BE DEEMED TO HAVE BEEN MADE IN
THE STATE OF OHIO AND THE VALIDITY OF THIS AGREEMENT, ITS CONSTRUCTION,
INTERPRETATION AND ENFORCEMENT, AND THE RIGHTS OF THE PARTIES HEREUNDER, SHALL
BE DETERMINED UNDER, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF OHIO. THE PARTIES HERETO AGREE THAT ALL ACTIONS OR PROCEEDINGS
ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE TRIED AND LITIGATED ONLY IN
THE STATE OR FEDERAL COURTS LOCATED IN HAMILTON COUNTY, OHIO.
	9.6 This Intercreditor Agreement shall be binding and
deemed effective when executed by each of the parties hereto.  This
Intercreditor Agreement shall bind, and inure to the benefit of, the respective
successors and assigns of each of the parties hereto, and shall be effective
before and after any bankruptcy filing by or against Borrower.
	9.7 The invalidity, illegality or unenforceability of any
provision in or obligation under this Intercreditor Agreement shall not affect
or impair the validity, legality or enforceability of the remaining provisions
or obligations under this Intercreditor Agreement.
	9.8 It is not the intent of either the parties hereto
that Borrower be a third party beneficiary hereunder or have any other rights
with respect to this Intercreditor Agreement.
	9.9 This Intercreditor Agreement cannot be changed,
amended, modified or terminated except by a written agreement signed by the duly
authorized officers of the parties hereto.  All prior agreements,
understandings, representations, warranties, and negotiations, if any, are
merged into this Agreement.
	9.10 LENDERS, TO THE EXTENT EACH
MAY LEGALLY DO SO, HEREBY EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY
CLAIM, DEMAND, ACTION, CAUSE OF ACTION OR PROCEEDING ARISING UNDER OR OUT OF
THIS AGREEMENT OR IN ANY WAY CONNECTED WITH OR RELATED TO, OR INCIDENTAL TO, THE
DEALINGS OF THE PARTIES HERETO WITH RESPECT TO THIS AGREEMENT OR THE
TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER
ARISING, AND IRRESPECTIVE OF WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.
LENDERS, TO THE EXTENT EACH MAY LEGALLY DO SO, HEREBY AGREE THAT ANY SUCH CLAIM,
DEMAND, ACTION, CAUSE OF ACTION, OR PROCEEDINGS SHALL BE DECIDED BY A COURT
TRIAL WITHOUT A JURY AND THAT EITHER PARTY HERETO MAY FILE AN ORIGINAL
COUNTERPART OR COPY OF THIS SECTION 0 WITH ANY COURT AS WRITTEN EVIDENCE OF THE
CONSENT BY THE UNDERSIGNED TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.
 	9.11 For purposes of this Agreement, the term "Borrower"
shall include any successors and assigns to Borrowers duties and obligations
under any of the Loan Documents, including, without limitation, SDKAD and
SDKINGDM.
 	9.12 Each Subordinate Lender acknowledges and consents
to Borrower assigning and SDKAD and SDKINGDM assuming a portion of the Fairview
Debt in accordance with the terms of the Fairview Agreement.
9.13 	This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which shall
together constitute one and the same instrument.




[SIGNATURE PAGE TO FOLLOW]

	IN WITNESS WHEREOF, this Intercreditor Agreement has been
duly executed and delivered by each of the parties hereto as of the date first
written above.





			GREAT WESTERN BUSINESS SERVICES, INC.




WITNESS:

_________________________________		By:________________________________<
/P>





			Name:______________________________




_________________________________		Title:______________________________
_



				FAIRVIEW PARTNERS




_________________________________		By:________________________________<
/P>









	Name:______________________________








_________________________________		Title:______________________________
_

						THE SHAAR FUND LTD.







		By:	Levinson Capital Management
















_________________________________		By:______________________________
						Name:	Sam Levinson 
_________________________________		Title:	Managing Director 

						GSI VENTURES, LLC 











By:	SDK Investments, Inc. (Manager
	of GSI Ventures, LLC)











_________________________________		By:_____________________________











Name:	Stephen D. King 










_________________________________		Title:	President


STATE OF ________________	)
				)SS:
COUNTY OF ______________	)

	This instrument was acknowledged before us this ________
day of _______________, 2001 by ___________________________,
____________________________ of Great Western Business Services, Inc., a Texas
corporation, on behalf of the corporation.

						________________________________________

						Notary Public

STATE OF ________________	)
				)SS:
COUNTY OF ______________	)

	This instrument was acknowledged before us this ________
day of _______________, 2001 by ___________________________,
____________________________ of Fairview Partners, an Ohio general partnership,
on behalf of the partnership.

						________________________________________

						Notary Public

STATE OF ________________	)
				)SS:
COUNTY OF ______________	)

	This instrument was acknowledged before us this ________
day of _______________, 2001 by Sam Levinson, Managing Director of Levinson
Capital Management, on behalf of the The Shaar Fund Ltd.

						________________________________________

						Notary Public

STATE OF ________________	)
				)SS:
COUNTY OF ______________	)

	This instrument was acknowledged before us this ________
day of _______________, 2001 by Stephen D. King, President of SDK Investments,
Inc., Manager of GSI Ventures, LLC, an Ohio limited liability company, on behalf
of the limited liability company.

						________________________________________

						Notary Public



ACKNOWLEDGMENT BY

POPMAIL.COM, INC.



The undersigned hereby acknowledges that it has received a
copy of the foregoing Intercreditor Agreement by and between Great Western
Business Services, Inc., The Shaar Fund Ltd., GSI Ventures, LLC and Fairview
Partners (the "Intercreditor Agreement"), and consents thereto, and agrees to
recognize all priorities and other rights granted therein to the parties hereto,
and the undersigned will not do any act or perform any obligation which is not
in accordance with the priorities and agreements set forth in the Intercreditor
Agreement. 

Dated:	_______________, 2001



								POPMAIL.COM, INC.
WITNESS:

______________________________				By:____________________________
____

______________________________				Name:__________________________
____

								Title:_______________________________


STATE OF ________________	)
				)SS:
COUNTY OF ______________	)

	This instrument was acknowledged before us this ________
day of _______________, 2001 by ___________________________,
____________________________ of Popmail.com, inc., a Minnesota corporation, on
behalf of the corporation.

						________________________________________

						Notary Public


ACKNOWLEDGMENT BY

SDK AD, LLC


The undersigned hereby acknowledges that it has received a
copy of the foregoing Intercreditor Agreement by and between Great Western
Business Services, Inc., The Shaar Fund Ltd., GSI Ventures, LLC and Fairview
Partners (the "Intercreditor Agreement"), and consents thereto, and agrees to
recognize all priorities and other rights granted therein to the parties hereto,
and the undersigned will not do any act or perform any obligation which is not
in accordance with the priorities and agreements set forth in the Intercreditor
Agreement. 

Dated:	_______________, 2001



								SDK AD, LLC
WITNESS:
								By:  SDK Investments, Inc.
__________________________

__________________________					By:
________________________________



								Stephen D. King, President



STATE OF ________________	)
				)SS:
COUNTY OF ______________	)

	This instrument was acknowledged before us this ________
day of _______________, 2001 by Stephen D. King, President of SDK Investments,
Inc., Manager of SDK AD, LLC, an Ohio limited liability company, on behalf of
the limited liability company.

						________________________________________

						Notary Public

ACKNOWLEDGMENT BY

SD KINGDM, LLC



The undersigned hereby acknowledges that it has received a
copy of the foregoing Intercreditor Agreement by and between Great Western
Business Services, Inc., The Shaar Fund Ltd., GSI Ventures, LLC and Fairview
Partners (the "Intercreditor Agreement"), and consents thereto, and agrees to
recognize all priorities and other rights granted therein to the parties hereto,
and the undersigned will not do any act or perform any obligation which is not
in accordance with the priorities and agreements set forth in the Intercreditor
Agreement. 

Dated:	_______________, 2001



							SD KINGDM, LLC
WITNESS:
							By:  SDK Investments, Inc.
____________________________

____________________________				By:
_________________________________
								Stephen D. King, President


STATE OF ________________	)
				)SS:
COUNTY OF ______________	)

	This instrument was acknowledged before us this ________
day of _______________, 2001 by Stephen D. King, President of SDK Investments,
Inc., Manager of SD KINGDM, LLC, an Ohio limited liability company, on behalf of
the limited liability company.

						________________________________________

						Notary Public



















-----END PRIVACY-ENHANCED MESSAGE-----

EX-10.29

EXHIBIT 10.29

Schedule of Warrants

Issued in Connection with Series C 8% Convertible Preferred Stock

Date of	Name of 		Warrant	Number		Exercise Price
Issuance	Recipient		No.	Shares		Expiration Date

11/12/99	The Shaar Fund, Ltd.	C-1	100,000		$3.00
						7/13/2004
						Cancelled

7/13/99	Progressive Group	C-2	150,000		$3.00
						7/13/2004

11/12/99	The Shaar Fund, Ltd.	C-1b	100,000		$3.00
						7/13/2004
						Cancelled

11/12/99	The Shaar Fund, Ltd.	C-3	200,000		$2.00
						7/13/2004
						Cancelled



Note:  All share numbers and exercise prices are pre-split values.




















EX-10.33
23
exh1033.htm
EXHIBIT










EXHIBIT 10.33


Schedule of Warrants
Issued in Connection with Series D 8% Convertible Preferred
Stock

Date of		Name of		Warrant		Number		Expiration Date
Issuance		Recipient		No.		Shares


8/31/99		The Shaar Fund, Ltd.	D-1		300,000		8/31/2004
								Cancelled

8/31/99		Progressive Group	D-2		150,000		8/31/2004

Note:  All share amounts are pre-split
values.




















EX-10.52
24
exh1052.htm
EXHIBIT












Exhibit 10.52

STOCK PURCHASE AGREEMENT
By and Between
NETCALENDAR, INC.
and
POPMAIL.COM, INC.
______________________________
August __, 2000
______________________________






STOCK PURCHASE AGREEMENT


This Stock Purchase Agreement (the "Agreement") is entered into as of
August 8, 2000 (the "Effective Date") by and between NetCalendar, Inc., a
corporation organized under the laws of the State of Delaware (hereinafter
"NetCalendar"), and PopMail.com, inc., a Minnesota corporation
("PopMail").



W I T N E S S E T H:


WHEREAS, PopMail desires to purchase 27,624 shares of NetCalendar common
stock, par value $0.01 per share (the "Shares") and NetCalendar is willing to
sell the Shares to PopMail pursuant to the terms, and subject to the conditions
set forth hereinafter.
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
A G R E E M E N T:




PURCHASE AND SALE OF STOCK


Purchase and Sale.  Pursuant to the terms, and subject to the
conditions set forth herein, NetCalendar shall issue and sell the Shares to
PopMail, and PopMail shall purchase the Shares from NetCalendar for the price of
$1,000,000 (the "Purchase Price") payable in the manner specified in Section
1.2.

Payment of the Purchase Price. The Purchase Price shall be paid in
shares of PopMail common stock, $.01 par value, ("Purchase Price Shares")
delivered to NetCalendar at the closing (the "Closing") of the purchase
transaction contemplated herein selected by mutual agreement of the parties, but
not later than August 26, 2000 (the "Initial Closing Date").  For purposes of
this Section 1.2, the Purchase Price Shares shall be valued at the average
closing share price of PopMail common stock for the ten consecutive trading days
preceding the second business day prior to the Initial Closing Date (the
"Initial Closing Share Price"); provided, however, that PopMail
shall not be obligated to issue shares of its common stock at an effective per
share price of less than $.50.  If the average closing share price of PopMail
common stock for the ten consecutive trading days preceding the second business
day prior to the Initial Closing Date is less than $.50, PopMail shall offer to
NetCalendar Purchase Price Shares at an effective per share price of $.50 and
NetCalendar shall have the option to accept such offer (in which event the
Initial Closing Share Price shall be $.50) or to reject such offer and terminate
this Agreement pursuant to Section 6.1.
The Closing.  The Closing shall take place at the offices of Maslon
Edelman Borman & Brand, LLP, 3300 Wells Fargo Center, Minneapolis, MN 55402.
At the Closing, NetCalendar shall deliver to PopMail a certificate representing
the Shares in a form reasonably satisfactory to PopMail and its counsel and duly
executed by authorized officers of NetCalendar. At the Closing, PopMail shall
deliver to NetCalendar certificates representing the Purchase Price Shares in a
form reasonably satisfactory to NetCalendar and its counsel and duly executed by
authorized officers of PopMail. 
Supplemental Closing.  During the seven (7) business day period
commencing on the 435th day following the Initial Closing Date, NetCalendar
shall make the following determinations:  (a) the average per share selling
price (the "Average Selling Price") of all Purchase Price Shares, if any, sold
by NetCalendar during the 15-month period beginning upon the Initial Closing
Date pursuant to the provisions of Section 5.2 hereof, and (b) the number of
Purchase Price Shares, if any, which NetCalendar offered for sale at any time
pursuant to the provisions of Section 5.2 hereof, but was not able to sell due
to lack of a buyer during the applicable period (the "Unsold Purchase Price
Shares").  NetCalendar shall provide to PopMail written notice of each such
determination in reasonable detail, which notice shall include a certificate
containing any Unsold Purchase Price Shares (the "Lookback Notice").  If the
Average Selling Price of Purchase Price Shares sold by NetCalendar during such
period is less than the Initial Closing Share Price of such shares, NetCalendar
shall have the right to receive additional cash or, at PopMail's option, shares
of PopMail common stock ("Supplemental Purchase Price Shares") equal in value to
the amount by which the Initial Closing Share Price exceeds the Average Selling
Price, multiplied by the number of Purchase Price Shares sold by NetCalendar
during such 15-month period (such amount constituting the "Supplemental Purchase
Price").  In addition to the Supplemental Purchase Price, to the extent
NetCalendar has returned any Unsold Purchase Price Shares with the Lookback
Notice, NetCalendar shall have the right to receive, in exchange therefor, such
number of NetCalendar Shares as provided  below.  On the 10th business day
following the date of the Lookback Notice delivered in accordance herewith(the
"Supplemental Closing Date"), PopMail shall deliver to NetCalendar (a) either
cash or one or more certificates executed by duly authorized officers of PopMail
representing Supplemental Purchase Price Shares equal in value to the
Supplemental Purchase Price, and (b) such number of Shares as shall have been
purchased by PopMail with the Unsold Purchase Price Shares as of the Initial
Closing Date.  For purposes of this Section 1.4, the value of the Supplemental
Purchase Price Shares shall be equal to the average closing share price of
PopMail common stock for the ten consecutive trading days preceding the second
business day prior to the Supplemental Closing Date.  In the event that the
Supplemental Registration Statement is not declared effective by the Securities
and Exchange Commission (the "SEC") on or before the Supplemental Registration
Due Date, or is not maintained effective throughout the Supplemental
Registration Period, pursuant to the provisions of Section 5.3 hereof,
NetCalendar shall be entitled to return to PopMail certificates representing
such number of Supplemental Purchase Price Shares as shall then be held by
NetCalendar (such shares representing the "Unrealized Supplemental Purchase
Price") and PopMail shall, within five (5) days following receipt of same,
either pay to NetCalendar the Unrealized Supplemental Purchase Price in cash or
return to NetCalendar that number of Shares as shall have been equivalent in
value to the Unrealized Supplemental Purchase Price as of the Initial Closing
Date.


REPRESENTATIONS AND WARRANTIES


Representations and Warranties of NetCalendar.  NetCalendar
hereby represents and warrants to PopMail as of the date hereof as follows:


Organization and Qualification.  NetCalendar is a corporation,
validly existing and in good standing under the laws of the State of Delaware,
with the requisite corporate power and authority to own and use its properties
and assets and to carry on its business as currently conducted.  NetCalendar is
duly qualified to do business and is in good standing as a foreign corporation
in each jurisdiction in which the nature of the business conducted or property
owned by it makes such qualification necessary, except where the failure to be
so qualified or in good standing, as the case may be, could not, individually or
in the aggregate, (x) adversely affect the legality, validity or enforceability
of the Shares or this Agreement, (y) have a material adverse effect on the
results of operations, assets, or financial condition of NetCalendar, or (z)
adversely impair NetCalendar's ability to perform fully on a timely basis its
material obligations under this Agreement (a "Material Adverse Effect").
Authorization; Enforcement.  NetCalendar has the requisite corporate
power and authority to enter into and to consummate the transactions
contemplated by this Agreement and to otherwise carry out its obligations
thereunder. The execution and delivery of this Agreement by NetCalendar and the
consummation by it of the transactions contemplated hereby have been duly
authorized by all necessary action on the part of NetCalendar. This Agreement
has been duly executed by NetCalendar and when delivered in accordance with the
terms hereof shall constitute the legal, valid and binding obligation of
NetCalendar enforceable against NetCalendar in accordance with its terms, except
as such enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating to, or
affecting generally the enforcement of, creditors' rights and remedies or by
other equitable principles of general application.  NetCalendar is not in
violation of any provision of its certificate of incorporation, bylaws or other
charter documents.
Capitalization.  The authorized, issued and outstanding capital stock
of NetCalendar is set forth in Schedule 2.1(c).  The only shares of currently
issued and outstanding NetCalendar capital stock (including shares of common
stock) entitled to preemptive or similar rights are shares of Series A, B and C
Convertible Preferred Stock. Except as disclosed in Schedule 2.1(c), there are
no outstanding options, warrants, script rights to subscribe to, calls or
commitments of any character whatsoever relating to, or, securities, rights or
obligations convertible into or exchangeable for, or giving any person any right
to subscribe for or acquire any shares of common stock, or contracts,
commitments, understandings, or arrangements by which NetCalendar is or may
become bound to issue additional shares of common stock, or securities or rights
convertible or exchangeable into shares of common stock. 
Issuance of the Shares.  The Shares are duly authorized, and, when
issued against payment as contemplated by this Agreement, shall be validly
issued.
No Conflicts.  The execution, delivery and performance of this
Agreement by NetCalendar and the consummation by NetCalendar of the transactions
contemplated hereby do not and will not (i) conflict with or violate any
provision of its certificate of incorporation, bylaws or other charter documents
(each as amended through the date hereof), (ii) conflict with, or constitute a
default (or an event which with notice or lapse of time or both would become a
default) under, or give to others any rights of termination, amendment,
acceleration or cancellation of, any agreement, indenture or instrument
(evidencing a NetCalendar debt or otherwise) to which NetCalendar is a party or
by which any property or asset of NetCalendar is bound or affected, or (iii)
result in a violation of any law, rule, regulation, order, judgment, injunction,
decree or other restriction of any court or governmental authority to which
NetCalendar is subject (including federal and state securities laws and
regulations), or by which any property or asset of NetCalendar is bound or
affected, except in the case of each of clauses (ii) and (iii), as could not,
individually or in the aggregate, have or result in a Material Adverse Effect.
The business of NetCalendar is not being conducted in violation of any law,
ordinance or regulation of any governmental authority, except for violations
which, individually or in the aggregate, could not have or result in a Material
Adverse Effect.
Consents and Approvals.  NetCalendar is not required to obtain any
consent, waiver, authorization or order of, or make any filing or registration
with, any court or other federal, state, local, foreign or other governmental
authority or other Person (defined below) in connection with the execution,
delivery and performance by NetCalendar of this Agreement other than where the
failure to obtain such consent, waiver, authorization or order, or to give or
make such notice or filing, could not have or result in, individually or in the
aggregate, a Material Adverse Effect.  NetCalendar shall deliver to PopMail the
Shares in the manner contemplated hereby free and clear of all liens and
encumbrances of any nature whatsoever. A "Person" means an individual or
corporation, partnership, trust, incorporated or unincorporated association,
joint venture, limited liability company, joint stock company, government (or an
agency or subdivision thereof) or other entity of any kind.
Litigation; Proceedings.  Except as specifically disclosed in
Schedule 2.1(g), there is no action, suit, notice of violation, proceeding or
investigation pending or, to the knowledge of NetCalendar, threatened against or
affecting NetCalendar or any of its properties before or by any court,
governmental or administrative agency or regulatory authority (federal, state,
county, local or foreign) which (i) adversely affects or challenges the
legality, validity or enforceability of this Agreement or the Shares or (ii)
could, individually or in the aggregate, have or result in a Material Adverse
Effect.
No Default or Violation.  NetCalendar (i) is not in default under or
in violation of (and has not received notice of a claim that it is in default
under or that it is in violation of) any indenture, loan or credit agreement or
any other agreement or instrument to which it is a party or by which it or any
of its properties is bound, (ii) is not in violation of any order of any court,
arbitrator or governmental body, or (iii) is not in violation of any statute,
rule or regulation of any governmental authority, except as could not
individually or in the aggregate, have or result in, a Material Adverse
Effect.
Private Offering.  Assuming the accuracy of the representations and
warranties of PopMail set forth in Sections 2.2(h), (i) and (j), the offer,
issuance and sale of the Shares to PopMail as contemplated hereby are exempt
from the registration requirements of the Securities Act of 1933, as amended
(the "Securities Act").
Investment Intent.  NetCalendar is acquiring the Purchase Price
Shares, and may acquire the Supplemental Purchase Price Shares, for
NetCalendar's own account for investment purposes only and not with a view to or
for distributing or reselling such securities except pursuant to a registration
statement then effective under the Securities Act.
Access to Information. NetCalendar acknowledges that NetCalendar has
been afforded (i) the opportunity to ask such questions as NetCalendar has
deemed necessary of, and to receive answers from, representatives of PopMail
concerning the merits and risks of investing in the Purchase Price Shares and
the Supplemental Purchase Price Shares; (ii) access to information about PopMail
and PopMail's financial condition, results of operations, business, properties,
management and prospects sufficient to enable NetCalendar to evaluate
NetCalendar's investment; and (iii) the opportunity to obtain such additional
information which PopMail possesses or can acquire without unreasonable effort
or expense that is necessary to make an informed investment decision.
Reliance. NetCalendar understands and acknowledges that (i) the
Purchase Price Shares and the Supplemental Purchase Price Shares are being
issued to NetCalendar without registration under the Securities Act in a private
placement that is exempt from the registration provisions of the Securities Act
and (ii) the availability of such exemption, depends in part on, and PopMail
will rely upon the accuracy and truthfulness of, the foregoing representations
and NetCalendar hereby consents to such reliance.

Representations and Warranties of PopMail.  PopMail hereby represents
and warrants to NetCalendar as of the date hereof as follows:


Organization and Qualification.  PopMail is a corporation, validly
existing and in good standing under the laws of the State of Minnesota, with the
requisite corporate power and authority to own and use its properties and assets
and to carry on its business as currently conducted.  PopMail is duly qualified
to do business and is in good standing as a foreign corporation in each
jurisdiction in which the nature of the business conducted or property owned by
it makes such qualification necessary, except where the failure to be so
qualified or in good standing, as the case may be, could not, individually or in
the aggregate, (x) adversely affect the legality, validity or enforceability of
the Purchase Price Shares, the Supplemental Purchase Price Shares or this
Agreement, (y) have a material adverse effect on the results of operations,
assets, or financial condition of PopMail, or (z) adversely impair PopMail's
ability to perform fully on a timely basis its material obligations under this
Agreement (a "Material Adverse Effect").
Authorization; Enforcement.  PopMail has the requisite corporate
power and authority to enter into and to consummate the transactions
contemplated by this Agreement and to otherwise carry out its obligations
thereunder. The execution and delivery of this Agreement by PopMail and the
consummation by it of the transactions contemplated hereby have been duly
authorized by all necessary action on the part of PopMail. This Agreement has
been duly executed by PopMail and when delivered in accordance with the terms
hereof shall constitute the legal, valid and binding obligation of PopMail
enforceable against PopMail in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating to, or
affecting generally the enforcement of, creditors' rights and remedies or by
other equitable principles of general application.  PopMail is not in violation
of any provision of its articles of incorporation, bylaws or other charter
documents.
Issuance of the Purchase Price Shares and the Supplemental Purchase Price
Shares.  The Purchase Price Shares and the Supplemental Purchase Price
Shares are duly authorized, and, when issued against payment as contemplated by
this Agreement, shall be validly issued.
No Conflicts.  The execution, delivery and performance of this
Agreement by PopMail and the consummation by PopMail of the transactions
contemplated hereby do not and will not (i) conflict with or violate any
provision of its articles of incorporation, bylaws or other charter documents
(each as amended through the date hereof), (ii) conflict with, or constitute a
default (or an event which with notice or lapse of time or both would become a
default) under, or give to others any rights of termination, amendment,
acceleration or cancellation of, any agreement, indenture or instrument
(evidencing a PopMail debt or otherwise) to which PopMail is a party or by which
any property or asset of PopMail is bound or affected, or (iii) result in a
violation of any law, rule, regulation, order, judgment, injunction, decree or
other restriction of any court or governmental authority to which PopMail is
subject (including federal and state securities laws and regulations), or by
which any property or asset of PopMail is bound or affected, except in the case
of each of clauses (ii) and (iii), as could not, individually or in the
aggregate, have or result in a Material Adverse Effect.  The business of PopMail
is not being conducted in violation of any law, ordinance or regulation of any
governmental authority, except for violations which, individually or in the
aggregate, could not have or result in a Material Adverse Effect.
Consents and Approvals.  PopMail is not required to obtain any
consent, waiver, authorization or order of, or make any filing or registration
with, any court or other federal, state, local, foreign or other governmental
authority or other Person (defined below) in connection with the execution,
delivery and performance by PopMail of this Agreement other than where the
failure to obtain such consent, waiver, authorization or order, or to give or
make such notice or filing, could not have or result in, individually or in the
aggregate, a Material Adverse Effect.  PopMail shall deliver to PopMail the
Purchase Price Shares and, if applicable, the Supplemental Purchase Price Shares
in the manner contemplated hereby free and clear of all liens and encumbrances
of any nature whatsoever. A "Person" means an individual or corporation,
partnership, trust, incorporated or unincorporated association, joint venture,
limited liability company, joint stock company, government (or an agency or
subdivision thereof) or other entity of any kind.
Litigation; Proceedings.  Except as specifically disclosed in
Schedule 2.2(f), there is no action, suit, notice of violation, proceeding or
investigation pending or, to the knowledge of PopMail, threatened against or
affecting PopMail or any of its properties before or by any court, governmental
or administrative agency or regulatory authority (federal, state, county, local
or foreign) which (i) adversely affects or challenges the legality, validity or
enforceability of this Agreement or the Purchase Price Shares or the
Supplemental Purchase Price Shares or (ii) could, individually or in the
aggregate, have or result in a Material Adverse Effect.
Private Offering.  Assuming the accuracy of the representations and
warranties of NetCalendar set forth in Sections 2.1(j), (k) and (l), the offer,
issuance and sale of the Purchase Price Shares and the Supplemental Purchase
Price Shares to NetCalendar as contemplated hereby are exempt from the
registration requirements of the Securities Act of 1933, as amended (the
"Securities Act").
Investment Intent.  PopMail is acquiring the Shares for PopMail's own
account for investment purposes only and not with a view to or for distributing
or reselling such securities.
Access to Information. PopMail acknowledges that PopMail has been
afforded (i) the opportunity to ask such questions as PopMail has deemed
necessary of, and to receive answers from, representatives of NetCalendar
concerning the merits and risks of investing in the Shares; (ii) access to
information about NetCalendar and NetCalendar's financial condition, results of
operations, business, properties, management and prospects sufficient to enable
PopMail to evaluate PopMail's investment; and (iii) the opportunity to obtain
such additional information which PopMail possesses or can acquire without
unreasonable effort or expense that is necessary to make an informed investment
decision.
Reliance. PopMail understands and acknowledges that (i) the Shares
are being issued to PopMail without registration under the Securities Act in a
private placement that is exempt from the registration provisions of the
Securities Act and (ii) the availability of such exemption, depends in part on,
and NetCalendar will rely upon the accuracy and truthfulness of, the foregoing
representations and PopMail hereby consents to such reliance.



INDEMNIFICATION


Survival of Representations and Warranties. Notwithstanding any
investigation made by or on behalf of any of the parties hereto or the results
of any such investigation and notwithstanding the participation of such party in
the Closing, the representations and warranties contained in Article 2
hereof shall survive the Closing, provided that claims based upon any alleged
breach of a representation or warranty contained in Sections 2.1(g) or 2.2(f)
may be brought at any time on or prior to the expiration of any relevant statute
of limitations governing the underlying claim.
Indemnification of PopMail.  NetCalendar agrees to indemnify and hold
harmless PopMail, and each of PopMail's subsidiaries, and their respective
officers, directors, employees, agents, affiliates and shareholders against and
in respect of: (i) any and all losses, damages or deficiencies (whether as a
result of a direct claim by PopMail against NetCalendar, a third party claim
against PopMail or otherwise) resulting to PopMail from any and all breaches of
representations, warranties, covenants or other terms of this Agreement by
NetCalendar made or contained in this Agreement or in any certification, list,
document, exhibit or schedule delivered to PopMail under or in connection with
this Agreement or the transactions contemplated herein; and (ii) all costs and
expenses incident to any and all actions, suits, proceedings, claims, demands,
assessments, settlements or judgments in respect of  the foregoing, regardless
of the merit thereof, including PopMail's reasonable legal and accounting fees
and expenses (whether incident to the foregoing or to PopMail's enforcement of
said rights of defense and indemnity) (items (i) and(ii) above shall be referred
to herein collectively as "PopMail's Damages").
Procedure for Indemnification of PopMail.  If any action, suit or
proceeding shall be commenced against PopMail or any claim, demand or assessment
be asserted against PopMail in respect of which PopMail proposes to demand
indemnification, PopMail shall notify NetCalendar to that effect with reasonable
promptness. PopMail will have the right to cause NetCalendar to assume the
entire control of the defense, compromise or settlement thereof, including, at
the expense of NetCalendar, employment of counsel satisfactory to PopMail and,
in connection therewith, PopMail shall cooperate fully to make available to
NetCalendar all pertinent information under its control.  With respect to any
action, suit, proceeding claim, demand or assessment made against PopMail as to
which PopMail does not cause NetCalendar to assume control of the defense
thereof, NetCalendar shall thereafter reimburse PopMail for all of PopMail's
Damages, as and when they are incurred.
Indemnification of NetCalendar.  PopMail agrees to indemnify and hold
harmless NetCalendar, and each of NetCalendar's subsidiaries, and their
respective officers, directors, employees, agents, affiliates and stockholders
against and in respect of: (i) any and all losses, damages or deficiencies
(whether as a result of a direct claim by NetCalendar against PopMail, a third
party claim against NetCalendar or otherwise) resulting to NetCalendar from any
and all breaches of representations, warranties, covenants or other terms of
this Agreement by PopMail made or contained in this Agreement or in any
certification, list, document, exhibit or schedule delivered to NetCalendar
under or in connection with this Agreement or the transactions contemplated
herein; and (ii) all costs and expenses incident to any and all actions, suits,
proceedings, claims, demands, assessments, settlements or judgments in respect
of  the foregoing, regardless of the merit thereof, including NetCalendar's
reasonable legal and accounting fees and expenses (whether incident to the
foregoing or to NetCalendar's enforcement of said rights of defense and
indemnity) (items (i) and(ii) above shall be referred to herein collectively as
"NetCalendar's Damages").
Procedure for Indemnification of NetCalendar.  If any action, suit or
proceeding shall be commenced against NetCalendar or any claim, demand or
assessment be asserted against NetCalendar in respect of which NetCalendar
proposes to demand indemnification, NetCalendar shall notify PopMail to that
effect with reasonable promptness. NetCalendar will have the right to cause
PopMail to assume the entire control of the defense, compromise or settlement
thereof, including, at the expense of PopMail, employment of counsel
satisfactory to NetCalendar and, in connection therewith, NetCalendar shall
cooperate fully to make available to PopMail all pertinent information under its
control.  With respect to any action, suit, proceeding claim, demand or
assessment made against NetCalendar as to which NetCalendar does not cause
PopMail to assume control of the defense thereof, PopMail shall thereafter
reimburse NetCalendar for all of NetCalendar's Damages, as and when they are
incurred.


OTHER AGREEMENTS OF THE PARTIES


Transfer Restrictions.  


The Shares, Purchase Price Shares, the Supplemental Purchase Price Shares
and the Additional Shares (defined in Section 4.4 below) may only be disposed of
pursuant to an effective registration statement under the Securities Act or
pursuant to an available exemption from or in a transaction not subject to the
registration requirements thereof. In connection with any transfer of such
securities other than pursuant to an effective registration statement, the
issuer may require the transferor thereof to provide to the issuer an opinion of
counsel experienced in the area of federal securities laws selected by the
transferor, the form and substance of which opinion shall be reasonably
satisfactory to the issuer and its counsel, to the effect that such transfer
does not require registration under the Securities Act of 1933, as amended.

Each of NetCalendar and PopMail agree to the imprinting, so long as is
required by this Section 4.1(b), of either of the following legends on
certificates and other documents representing the Shares, Purchase Price Shares,
Supplemental Purchase Price Shares and Additional Shares: 

Legend (1):
THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE, IN
RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT
OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS.
Legend (2):
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND
MAY BE TRANSFERRED ONLY IF REGISTERED UNDER SUCH APPLICABLE ACTS OR UPON
DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE
COMPANY, THAT SUCH TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
The legends set forth above shall be removed from such certificates and
other documents and the issuer shall issue a certificate without any legend
(upon surrender of the legended certificates or other documents duly endorsed)
to each holder of such certificates and other documents upon which it is stamped
if (i) such securities are registered for resale under the Securities Act or
(ii) such legend is not required pursuant to Rule 144(k) promulgated under the
Securities Act. Each of NetCalendar and PopMail agrees that it will provide the
other, upon request, with certificates representing the issuer's securities
issued pursuant to this Agreement free from such legend at such time as such
legend is no longer required in accordance with this Section.
Appointment to Board of Advisors; Appointment to Board of Directors.



Promptly upon the Closing of the purchase of the Shares contemplated by this
Agreement, NetCalendar shall appoint one person designated by PopMail to the
NetCalendar Board of Advisors and permit such person (or any replacement
designated by PopMail) to fully participate in the duties and other activities
of the Board of Advisors, and shall reimburse such person for any and all
expense reasonably incurred in connection therewith, so long as PopMail owns any
of the Shares.  PopMail hereby designates ______________ as PopMail's first
appointee to serve on the NetCalendar Board of Advisors.
In the event that PopMail fully exercises the Option pursuant to Section 4.4
below as to all 27,624 Additional Shares, and PopMail causes the Initial
Registration Statement defined in Section 5.1 to be declared effective on or
before the Initial Registration Due Date, NetCalendar shall cause PopMail's
designee (or any replacement designee subsequently identified by PopMail) to be
appointed to the NetCalendar Board of Directors.  So long as (i) the Initial
Registration Statement is maintained effective throughout the Registration
Period and any Supplemental Registration Statement is maintained effective
throughout the Supplemental Registration Period, and (ii) PopMail owns in excess
of eight percent (8%) of NetCalendar's issued and outstanding shares of capital
stock, on a fully diluted, as-converted basis, PopMail's designee shall continue
to serve on the NetCalendar Board of Directors.

Option to Purchase Additional Shares.  NetCalendar hereby grants to
PopMail an option (the "Option") to purchase up to 27,624 additional shares of
NetCalendar common stock (the "Additional Shares") at a per share price of
$36.2004 (the "Exercise Price"), payable in cash. To exercise the Option,
PopMail must deliver written notice thereof (the "Option Notice") to NetCalendar
on or before the 30th day following the Initial Closing Date.  In the event that
PopMail elects to exercise the Option, the parties shall select a mutually
agreeable closing date, time and location within thirty (30) days of the Option
Notice, at which PopMail will deliver to NetCalendar the aggregate Exercise
Price and NetCalendar shall deliver to PopMail certificates representing the
Additional Shares.
Notice of Breaches.  Each of NetCalendar and PopMail shall give
prompt written notice to the other of any breach of any representation, warranty
or other agreement contained in this Agreement, as well as any events or
occurrences arising after the date hereof and prior to the Initial Closing Date
which would reasonably be likely to cause any representation or warranty or
other agreement of such party, as the case may be, contained herein to be
materially incorrect or breached as the date thereof.  However, no disclosure by
either party pursuant to this Section 4.5 shall be deemed to cure any breach of
any representation, warranty or other agreement contained herein


REGISTRATION OF POPMAIL COMMON STOCK


Filing of Initial Registration Statement.  On or before the 30th
day following the Initial Closing Date, PopMail shall prepare and file a
registration statement on Form S-3 (or any successor form thereto) (the "Initial
Registration Statement") covering the resale of the Purchase Price Shares issued
pursuant to Section 1.2 hereof with the SEC pursuant to Rule 415 of the
Securities Act.  PopMail will use its reasonable best efforts to have the
Initial Registration Statement declared effective by the SEC on or before the
75th day following the Initial Closing Date (the Initial Registration Due
Date").  PopMail  shall maintain the effectiveness of the Initial Registration
Statement at all times until the second anniversary of the Initial Closing Date
(the "Registration Period").
Resale of Purchase Price Shares.  NetCalendar may sell pursuant to
the Initial Registration Statement up to 25 percent of the Purchase Price Shares
during each of four successive 90 day periods commencing on the date the Initial
Registration Statement is declared effective by the SEC (the "Effective Date").
NetCalendar may sell any remaining Purchase Price Shares pursuant to the Initial
Registration Statement during the period commencing on the 361 day following the
Effective Date and ending upon the expiration of the Registration Period and,
thereafter, pursuant to Rule 144 promulgated under the Securities Act of 1933,
as amended.
Supplemental Registration Statement.  In the event that PopMail
issues Supplemental Purchase Price Shares pursuant to the provisions of Section
1.4 hereof, PopMail shall prepare and file a registration statement on Form S-3
(or any successor form thereto) (the "Supplemental Registration Statement")
covering the resale of such securities with the SEC pursuant to Rule 415 of the
Securities Act.  PopMail will use its reasonable best efforts to have the
Supplemental Registration Statement declared effective by the SEC on or before
the 75th day following the Supplemental Closing Date (the "Supplemental
Registration Due Date"). PopMail shall maintain the effectiveness of the
Supplemental Registration Statement at all times until the first anniversary of
the Supplemental Closing Date (the "Supplemental Registration Period").
Filing of Amendments.  PopMail shall prepare and file with the SEC
such amendments (including post-effective amendments) and supplements to the
Initial Registration Statement (and, if applicable, the Supplemental
Registration Statement) and the prospectus(es) used in connection therewith as
may be necessary to keep such Registration Statements effective at all times
through the Registration Period and the Supplemental Registration Period.
Qualification Under Blue Sky Laws. PopMail shall use its reasonable
best efforts to (i) register and qualify the securities covered by the Initial
Registration Statement and Supplemental Registration Statement (collectively,
the "PopMail Shares") under such other securities or blue sky laws of such
jurisdictions as NetCalendar may reasonably request, (ii) prepare and file in
those jurisdictions such amendments (including post-effective amendments) and
supplements, (iii) take such other actions as may be necessary to maintain such
registrations and qualifications in effect at all times through the Registration
Period and, if applicable, the Supplemental Registration Period and (iv) take
all other actions reasonably necessary or advisable to qualify the PopMail
Shares for sale in such jurisdictions; provided, however, that
PopMail shall not be required in connection therewith or as a condition thereto
to (I) qualify to do business in any jurisdiction where it would not otherwise
be required to qualify but for this Section 5.5, (II) subject itself to general
taxation in any such jurisdiction, (III) file a general consent to service of
process in any such jurisdiction (excluding execution of a Form U-2 Uniform
Consent to Service of Process or equivalent filing which may be required for
such registration, qualification or any exemption therefrom), or (IV) make any
change in its charter or bylaws.
Registration Expenses.  All expenses (other than fees and expenses of
investment bankers  retained by NetCalendar, if any, and brokerage commissions)
incurred in connection with registrations, filings or qualifications pursuant to
this Article 5, including, without limitation, all registration, listing and
qualifications fees, printers and accounting fees and the fees and disbursements
of counsel for PopMail, shall be borne by PopMail; provided,
however, that NetCalendar shall bear the fees and out-of-pocket expenses
of its own legal counsel and any  accountants and agents engaged by
NetCalendar.
Indemnification.  In the event any PopMail Shares are included in a
registration statement pursuant to this Agreement:


To the extent permitted by law, PopMail (in such capacity an "Indemnifying
Party") shall indemnify and hold NetCalendar (in such capacity an "Indemnified
Person") harmless against any losses, claims, damages, expenses or liabilities
(collectively the "Claims") to which NetCalendar becomes subject under the
Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange
Act") or otherwise, insofar as such Claims (or actions or proceedings, whether
commenced or threatened, in respect thereof) arise out of or are based upon any
of the following statements, omissions or violations in the Initial Registration
Statement or Supplemental Registration Statement, or any post-effective
amendment thereof, or any prospectus included therein: (i) any untrue statement
or alleged untrue statement of a material fact contained in either registration
statement or any post-effective amendment thereof or the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, (ii) any untrue
statement or alleged untrue statement of a material fact contained in any
preliminary prospectus if used prior to the effective date of the applicable
registration statement, or contained in the final prospectus (as amended or
supplemented, if PopMail files any amendment thereof or supplement thereto with
the SEC) or the omission or alleged omission to state therein any material fact
necessary to make the statements made therein, in light of the circumstances
under which the statements therein were made, not misleading or (iii) any
violation or alleged violation by PopMail of the Securities Act, the Exchange
Act or any state securities law or any rule or regulation (the matters in the
foregoing clauses (i) through (iii) being, collectively, "Violations").  PopMail
shall reimburse NetCalendar promptly as such expenses are incurred and are due
and payable, for any legal fees or other reasonable expenses incurred by
NetCalendar in connection with investigating or defending any such Claim.
Notwithstanding anything to the contrary contained herein, the indemnification
agreement contained in this Section 5.7 shall not apply to a Claim arising out
of or based upon a Violation which occurs in reliance upon and in conformity
with information furnished in writing to PopMail by NetCalendar expressly for
use in connection with the preparation of either the Initial Registration
Statement or the Supplemental Registration Statement or any such amendment
thereof.  Such indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of such Indemnified Person.
In connection with the Initial Registration Statement and, if applicable,
the Supplemental Registration Statement, NetCalendar (in such capacity an
"Indemnifying Party") agrees to indemnify and hold harmless, to the same extent
and in the same manner set forth in Section 5.7(a), PopMail, each of its
directors, each of its officers who signs the Registration Statement, each
person, if any, who controls PopMail within the meaning of the Securities Act or
the Exchange Act, and any other shareholder selling securities pursuant to the
applicable registration statement or any of its directors or officers or any
person who controls such shareholder within the meaning of the Securities Act or
the Exchange Act (each an "Indemnified Party"), against any Claim to which any
of them may become subject, under the Securities Act, the Exchange Act or
otherwise, insofar as such Claim arises out of or is based upon any Violation,
in each case to the extent (and only to the extent) that such Violation occurs
in reliance upon and in conformity with written information furnished to PopMail
by NetCalendar expressly for use in connection with either or both registration
statement; and NetCalendar will promptly reimburse any legal or other expenses
reasonably incurred by the Indemnified Parties in connection with investigating
or defending any such Claim; provided, however, that the indemnity
agreement contained in this Section 5.7(b) shall not apply to amounts paid in
settlement of any Claim if such settlement is effected without the prior written
consent of NetCalendar, which consent shall not be unreasonably withheld;
provided, further, however, that NetCalendar shall be
liable under this Section 5.7(b) for only that amount of a Claim as does not
exceed the net proceeds to NetCalendar as a result of the sale of the Purchase
Price Shares or the Supplemental Purchase Price Shares pursuant to either the
Initial Registration Statement or the Supplemental Registration Statement. Such
indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of such Indemnified Party.
Promptly after receipt by the Indemnified Person or any Indemnified Party
under this Section 5.7 of notice of the commencement of any action (including
any governmental action), the Indemnified Person or such Indemnified Party
shall, if a Claim in respect thereof is to made against any Indemnifying Party
under this Section 5.7, deliver to the Indemnifying Party a written notice of
the commencement thereof and this Indemnifying Party shall have the right to
participate in, and, to the extent the Indemnifying Party so desires, jointly
with any other Indemnifying Party similarly noticed, to assume control of the
defense thereof with counsel mutually satisfactory to the Indemnifying Parties;
provided, however, that an Indemnified Person or Indemnified Party
shall have the right to retain its own counsel, with the fees and expenses to be
paid by the Indemnifying Party, if, in the reasonable opinion of counsel
retained by the Indemnifying Party, the representation by such counsel of the
Indemnified Person or Indemnified Party and the Indemnifying Party would be
inappropriate due to actual or potential differing interests between such
Indemnified Person or Indemnified Party and other party represented by such
counsel in such proceeding.  The failure to deliver written notice to the
Indemnifying Party within a reasonable time of the commencement of any such
action shall not relieve such Indemnifying Party of any liability to the
Indemnified Person or Indemnified Party under this Section 5.7, except to the
extent that the Indemnifying Party is prejudiced in its ability to defend such
action. The indemnification required by this Section 5.7 shall be made by
periodic payments of the amount thereof during the course of the investigation
or defense, as such expense, loss, damage or liability is incurred and is due
and payable.

Contribution.  To the extent any indemnification provided for
herein is prohibited or limited by law, the Indemnifying Party agrees to make
the maximum contribution with respect to any amounts for which it would
otherwise be liable under Section 5.7 to the fullest extent permitted by law;
provided, however, that (a) no contribution shall be made under
circumstances where the maker would not have been liable for indemnification
under the fault standards set forth in Section 5.7, (b) no person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation and (c) contribution by NetCalendar
shall be limited in amount to the net amount of proceeds received by NetCalendar
from the sale of the Purchase Price Shares and the Supplemental Purchase Price
Shares.
Reports under Exchange Act.  With a view to making available to
NetCalendar the benefits of Rule 144 or any other similar rule or regulation of
the SEC that may at any time permit NetCalendar to sell securities of PopMail to
the public without registration, until such time as NetCalendar have sold all
the Purchase Price Shares and the Supplemental Purchase Price Shares pursuant to
the Initial Registration Statement and, if applicable, the Supplemental
Registration Statement, or Rule 144, PopMail agrees to:


make and keep public information available, as those terms are understood
and defined in Rule 144;
file with the SEC all reports and other documents required of PopMail under
the Securities Act and the Exchange Act; and
furnish to NetCalendar so long as NetCalendar owns Purchase Price Shares or
Supplemental Purchase Price Shares, promptly upon request, (i) a written
statement by PopMail that it has complied with the reporting requirements of
Rule 144, the Securities Act and the Exchange Act, (ii) a copy of the most
recent annual or quarterly report of PopMail and such other reports and
documents so filed by PopMail and (iii) such other information as may be
reasonably requested to permit NetCalendar to sell such securities pursuant to
Rule 144 without registration.



TERMINATION; REMEDIES


Termination.  This Agreement will be terminated and, except as
set forth below, the provisions hereof shall have no further force or effect in
the earliest event that:


The average closing share price of PopMail common stock for the ten
consecutive trading days preceding the second business day prior to the Initial
Closing Date is less than $.50 and NetCalendar rejects PopMail's offer of
Purchase Price Shares made pursuant to Section 1.1;
The Initial Registration Statement is not declared effective by the SEC on
or before the Initial Registration Due Date, and NetCalendar elects (as hereby
authorized) to terminate this Agreement at any time during the 60-day period
following the Initial Registration Due Date by providing written notice thereof
(the "Termination Notice") to PopMail during such period; provided,
however, that NetCalendar may not elect to terminate this Agreement if
the Initial Registration Statement is declared effective by the SEC prior to
NetCalendar providing such Termination Notice.  Within ten (10) days of the date
of such Termination Notice, PopMail shall deliver to NetCalendar the
certificates representing the Shares and NetCalendar shall deliver to PopMail
the certificates representing the Purchase Price Shares; or
The Initial Registration Statement, having once been declared effective by
the SEC, is not maintained effective by PopMail throughout the Registration
Period, and NetCalendar elects (as hereby authorized) to terminate this
Agreement at any time during the 60-day period following the date upon which the
Initial Registration shall become not effective, by providing written notice
thereof (the "Termination Notice") to PopMail during such period; provided,
however, that NetCalendar may not elect to terminate this Agreement if the
Initial Registration Statement, having become not effective, is again made
effective by the SEC prior to NetCalendar providing such Termination Notice.
Within ten (10) days of the date of such Termination Notice, NetCalendar shall
deliver to PopMail certificates representing such number of Purchase Price
Shares as shall then be held by NetCalendar, and PopMail shall deliver to
NetCalendar  certificates representing such number of Shares as shall equal the
value of the Purchase Price Shares tendered by NetCalendar hereunder, with the
value of the Purchase Price Shares and the Shares exchanged under this Section
6.1(c) each being determined as of the Initial Closing Date.

Litigation Expense.  In the event any party hereto is made or shall
become a party to any litigation commenced by or against the other party
involving the enforcement of any of the rights or remedies of such party, or
arising on account of a default of the other party in its performance of any of
the other party's obligations hereunder, then the prevailing party in such
litigation shall be entitled to full reimbursement by the other party of any and
all reasonable costs incurred by such prevailing party in connection with such
litigation, including the reasonable costs, fees and expenses of
attorneys.


MISCELLANEOUS


Fees and Expenses.  Each party shall pay the fees and expenses of
its advisers and other experts in connection with the transactions contemplated
by this Agreement.
Entire Agreement.  This Agreement, together with any Exhibits and
Schedules hereto, contains the entire understanding of the parties with respect
to the subject matter hereof and supersedes all prior agreements and
understandings, oral or written, with respect to such matters.
Notices.  Any and all notices or other communications or deliveries
required or permitted to be provided hereunder shall be in writing and shall be
deemed given and effective on the earliest of (i) the date of transmission, if
such notice or communication is delivered via facsimile at the facsimile
telephone number specified in this Section prior to 4:30 p.m. (Minneapolis time)
on a business day, (ii) the business day after the date of transmission, if such
notice or communication is delivered via facsimile at the facsimile telephone
number specified herein later than 4:30 p.m. (Minneapolis time) on any date and
earlier than 11:59 p.m. (Minneapolis time) on such date, (iii) the business day
following the date of mailing, if sent by nationally recognized overnight
courier service, or (iv) upon actual receipt by the party to whom such notice is
required to be given.  The address for such notices and communications shall be
as follows:
If to PopMail:
PopMail.com, inc.
5700 W. Plano Parkway Suite 1000
Plano, TX  75093
telephone:  972-381-2742
facsimile:  972-381-2743 
Attention: Mr. Gary Schneider

With copy to:

Philip J. Tilton, Esq.
Maslon Edelman Borman & Brand, LLP
3300 Wells Fargo Center
Minneapolis, MN 55402
telephone: 612-672-8200
facsimile: 612-672-8397
If to NetCalendar:
NetCalendar, Inc. 
1901 N. Ft. Myer Drive, Suite 702
Arlinton, Virginia  22209
telephone:  703.812.1500
facsimile:  703.812.1507
Attention:  Mr. Edward L. Neumann
With copy to:
J. Stephen Britt, Esq.
Enterprise Business Law Group LLC
7900 Westpark Drive, Suite T-305
McLean, Virginia  22102
telephone:  703.848.8317
facsimile:  703.848.8333
Waivers.  No waiver of any default with respect to any provision,
condition or requirement of this Agreement shall be deemed to be a continuing
waiver in the future or a waiver of any other provision, condition or
requirement hereof, nor shall any delay or omission of either party to exercise
any right hereunder in any manner impair the exercise of any such right accruing
to it thereafter.
Headings.  The headings herein are for convenience only, do not
constitute a part of this Agreement and shall not be deemed to limit or affect
any of the provisions hereof.
Assignment and Delegation.  Neither party may assign its rights nor
delegate its duties or obligations arising under this Agreement without the
written consent of the other, which consent may be withheld for any reason or no
reason.  The assignment by a party of this Agreement or any rights hereunder
shall not affect the obligations of such party under this Agreement.
No Third-Party Beneficiaries.  This Agreement is intended for the
benefit of the parties hereto and their respective permitted successors and
assigns and, other than with respect to permitted assignees under Section 7.6,
is not for the benefit of, nor may any provision hereof be enforced by, any
other Person.
Governing Law.  This Agreement shall be governed by and construed and
enforced in accordance with the internal laws of the State of Minnesota without
regard to the principles of conflicts of law thereof.
Survival.  The representations, warranties, agreements and covenants
contained in this Agreement shall survive after the Closing Date.
Execution.  This Agreement may be executed in two or more
counterparts, all of which when taken together shall be considered one and the
same agreement and shall become effective when counterparts have been signed by
each party and delivered to the other party, it being understood that both
parties need not sign the same counterpart.  In the event that any signature is
delivered by facsimile transmission, such signature shall create a valid and
binding obligation of the party executing (or on whose behalf such signature is
executed) the same with the same force and effect as if such facsimile signature
page were an original thereof.
Severability.  In case any one or more of the provisions of this
Agreement shall be invalid or unenforceable in any respect, the validity and
enforceability of the remaining terms and provisions of this Agreement shall not
in any way be affected or impaired thereby and the parties will attempt to agree
upon a valid and enforceable provision which shall be a reasonable substitute
therefor, and upon so agreeing, shall incorporate such substitute provision in
this Agreement.
Remedies.  Each of the parties to this Agreement acknowledges and
agrees that the other parties would be damaged irreparably in the event any of
the provisions of this Agreement are not performed in accordance with their
specific terms or otherwise are breached.  Accordingly, each of the parties
hereto agrees that the other parties shall be entitled to an injunction or
injunctions to prevent breaches of the provisions of this Agreement and to
enforce specifically this Agreement and the terms and provisions of this
Agreement in any action instituted in any court of the United States of America
or any state thereof having jurisdiction over the parties to this Agreement and
the matter, in addition to any other remedy to which they may be entitled, at
law or in equity.





IN WITNESS WHEREOF, the parties hereto have caused this Stock Purchase
Agreement to be duly executed by their respective authorized persons as of the
date first indicated above.






NETCALENDAR, INC.


By:  _______________________
	Edward L. Neumann
Its: Chief Executive Officer


POPMAIL.COM, INC.


By:  _______________________
	Gary Schneider
Its: Chief Executive Officer



EX-10.53
25
exh1053.htm
EXHIBIT












Exhibit 10.53

SECURITY AGREEMENT
This Security Agreement (the
"Agreement") is made as of December 8, 2000 by and between JBII
Corporation, a Delaware corporation (the "Debtor"), and
PopMail.com, Inc., a Minnesota corporation (the "Secured
Party").
RECITALS
The Debtor and the Secured Party are parties to a
Secured Promissory Note of even date with this Agreement (the
"Note").  The parties intend that the Debtor's obligations to
repay the Note be secured by certain assets of the Debtor.
AGREEMENT

In consideration of the purchase of the Note by the Secured
Party and for other good and valuable consideration, the Debtor hereby agrees
with the Secured Party as follows:
1.	Grant of Security Interest.  To secure
the Debtor's full and timely performance of all of the Debtor's obligations and
liabilities to the Secured Party pursuant to the Note (including, without
limitation, Debtor's obligation to timely pay the principal amount of the Note)
(the "Obligations"), the Debtor hereby grants to the Secured
Party a continuing security interest (the "Security Interest")
in and to all of the property described on Exhibit A to this Agreement
(the "Collateral").  The Security Interest shall be a first and
prior interest in all of the Collateral.
2.	Covenants.  The Debtor covenants and
agrees with the Secured Party that, from and after the date of this Agreement
until the Obligations are paid in full:
(a)	Other Liens.  Except for the Security
Interest, the Debtor is the owner of the Collateral.  No financing statements
covering any Collateral or any proceeds thereof are on file in any public
office.
(b)	Further Documentation.  At any time and
from time to time, upon the written request of the Secured Party, and at the
sole expense of the Secured Party, the Debtor will promptly and duly execute and
deliver such further instruments and documents and take such further action as
the Secured Party may reasonably request for the purpose of obtaining or
preserving the full benefits of this Agreement and of the rights and powers
herein granted, including, without limitation, filing any financing or
continuation statements under the Uniform Commercial Code in effect in any
jurisdiction with respect to the liens created hereby.  The Debtor also hereby
authorizes the Secured Party to file any such financing or continuation
statement without the signature of the Debtor to the extent permitted by
applicable law.  A reproduction of this Agreement shall be sufficient as a
financing statement (or as an exhibit to a financing statement on form UCC-1)
for filing in any jurisdiction.
(c)	Indemnification.  The Debtor agrees to
defend, indemnify and hold harmless the Secured Party against any and all
liabilities, costs and expenses (including, without limitation, legal fees and
expenses): (i) with respect to, or resulting from, any delay in paying, any
and all excise, sales or other taxes which may be payable or determined to be
payable with respect to any of the Collateral or (ii) with respect to, or
resulting from, any delay in complying with any law, rule, regulation or order
of any governmental authority applicable to any of the Collateral.
(d)	Maintenance of Records.  The Debtor will
keep and maintain at its own expense complete and satisfactory records of the
Collateral.
(e)	Inspection Rights.  The Secured Party
shall have full access during normal business hours, and upon reasonable prior
notice, to all the books, correspondence and other records of the Debtor
relating to the Collateral.  The Secured Party or its representatives may
examine such records and make photocopies or otherwise take extracts from such
records.  The Debtor agrees to render to the Secured Party, at the Debtor's
expense, such clerical and other assistance as may be reasonably requested with
regard to the exercise of its rights pursuant to this paragraph.
(f)	Compliance with Laws, etc.  The Debtor
will comply in all material respects with all laws, rules, regulations and
orders of any governmental authority applicable to any part of the Collateral or
to the operation of the Debtor's business; provided, however, that
the Debtor may contest any such law, rule, regulation or order in any reasonable
manner which does not, in the reasonable opinion of the Debtor, adversely affect
the Secured Party's rights or the priority of its liens on the Collateral.
(g)	Payment of Obligations.  The Debtor will
pay promptly when due all taxes, assessments and governmental charges or levies
imposed upon the Collateral or with respect to any of its income or profits
derived from the Collateral, as well as all claims of any kind (including,
without limitation, claims for labor, materials and supplies) against or with
respect to the Collateral, except that no such charge need be paid if
(i) the validity of such charge is being contested in good faith by
appropriate proceedings, (ii) such proceedings do not involve any material
danger of the sale, forfeiture or loss of any of the Collateral or any interest
in the Collateral and (iii) such charge is adequately reserved against on
the Debtor's books in accordance with generally accepted accounting
principles.
(h)	Further Identification of Collateral.
The Debtor will furnish to the Secured Party from time to time statements and
schedules further identifying and describing the Collateral and such other
reports in connection with the Collateral as the Secured Party may reasonably
request, all in reasonable detail.
3.	Secured Party's Appointment as Attorney-in-Fact.

(a)	Powers.  For purposes of this
Agreement, "Event of Default" means Debtor's failure to pay or
discharge the Obligations in full in accordance with the terms of the Note.  The
Debtor hereby appoints the Secured Party and any officer or agent of the Secured
Party, with full power of substitution, as its attorney-in-fact with full
irrevocable power and authority in the place of the Debtor and in the name of
the Debtor or its own name, from time to time in the Secured Party's discretion
so long as an Event of Default has occurred and is continuing, for the purpose
of carrying out the terms of this Agreement, to take any appropriate action and
to execute any instrument which may be necessary or desirable to accomplish the
purposes of this Agreement.  Without limiting the foregoing, so long as an Event
of Default has occurred and is continuing, the Secured Party shall have the
right, without notice to, or the consent of, the Debtor, to do any of the
following on the Debtor's behalf:





	(i)	to pay or discharge any taxes or liens levied or
placed on or threatened against the Collateral;
	(ii)	to direct any party liable for any payment under
any of the Collateral to make payment of any and all amounts due or to become
due thereunder directly to the Secured Party or as the Secured Party
directs;
	(iii)	to ask for or demand, collect, and receive
payment of and receipt for, any payments due or to become due at any time in
respect of or arising out of any Collateral;
	(iv)	to commence and prosecute any suits, actions or
proceedings at law or in equity in any court of competent jurisdiction to
enforce any right in respect of any Collateral;
	(v)	to defend any suit, action or proceeding brought
against the Debtor with respect to any Collateral;
	(vi)	to settle, compromise or adjust any suit, action
or proceeding described in subsection (v) above and to give such discharges
or releases in connection therewith as the Secured Party may deem
appropriate;
	(vii)	to assign any patent right included in the
Collateral of Debtor (along with the goodwill of the business to which any such
patent right pertains), throughout the world for such term or terms, on such
conditions, and in such manner, as the Secured Party shall in its sole
discretion determine; and
	(viii)	generally, to sell, transfer, pledge and make
any agreement with respect to or otherwise deal with any of the Collateral and
to take, at the Secured Party's option and the Debtor's expense, any actions
which the Secured Party deems necessary to protect, preserve or realize upon the
Collateral and the Secured Party's liens on the Collateral and to carry out the
intent of this Agreement, in each case to the same extent as if the Secured
Party were the absolute owner of the Collateral for all purposes.




The Debtor hereby ratifies whatever actions the Secured Party
shall lawfully do or cause to be done in accordance with this Section 3.  This
power of attorney shall be a power coupled with an interest and shall be
irrevocable.
(b)	No Duty on Secured Party's Part.  The
powers conferred on the Secured Party by this Section 3 are solely to protect
the Secured Party's interests in the Collateral and shall not impose any duty
upon it to exercise any such powers.  The Secured Party shall be accountable
only for amounts that it actually receives as a result of the exercise of such
powers, and neither the Secured Party nor any of its officers, directors,
employees or agents shall, in the absence of willful misconduct or gross
negligence, be responsible to the Debtor for any act or failure to act pursuant
to this Section 3.
4.	Remedies.  If an Event of Default has
occurred and is continuing, the Secured Party may exercise, in addition to all
other rights and remedies granted to it in this Agreement and in any other
instrument or agreement relating to the Obligations, all rights and remedies of
a secured party under the Washington Uniform Commercial Code, as amended from
time to time (the "Code").
5.	Limitation on Duties Regarding Preservation of
Collateral.  The Secured Party's sole duty with respect to the custody,
safekeeping and preservation of the Collateral, under RCW 62.9-207 of the Code
or otherwise, shall be to deal with it in the same manner as the Secured Party
deals with similar property for its own account.  Neither the Secured Party nor
any of its directors, officers, employees or agents shall be liable for failure
to demand, collect or realize upon all or any part of the Collateral or for any
delay in doing so or shall be under any obligation to sell or otherwise dispose
of any Collateral upon the request of the Debtor or otherwise.
6.	Powers Coupled with an Interest.  All
authorizations and agencies contained in this Agreement with respect the
Collateral are irrevocable and powers coupled with an interest.
7.	Miscellaneous.

(a)	Amendments and Waivers.  Any term of
this Agreement may be amended with the written consent of the parties or their
respective successors and assigns.  Any amendment or waiver effected in
accordance with this Section 7(a) shall be binding upon the parties and
their respective successors and assigns.
(b)	Transfer; Successors and Assigns. 
The terms and conditions of this Agreement shall be binding upon the Debtor
and its successors and assigns and inure to the benefit of the Secured Party and
its successors and assigns.  Nothing in this Agreement, express or implied, is
intended to confer upon any party other than the parties hereto or their
respective successors and assigns any rights, remedies, obligations
or liabilities under or by reason of this Agreement, except as expressly
provided in this Agreement.
(c)	Governing Law.  This Agreement and all
acts and transactions pursuant hereto and the rights and obligations of the
parties hereto shall be governed, construed and interpreted in accordance with
the laws of the State of Washington, without giving effect to principles of
conflicts of law.
(d)	Counterparts.  This Agreement may be
executed in two or more counterparts, each of which shall be deemed an original
and all of which together shall constitute one instrument.
(e)	Titles and Subtitles.  The titles and
subtitles used in this Agreement are used for convenience only and are not
to be considered in construing or interpreting this Agreement.
(f)	Notices.  Any notice required or
permitted by this Agreement shall be in writing and shall be deemed sufficient
upon receipt, when delivered personally or by courier, overnight delivery
service or confirmed facsimile, or forty-eight (48) hours after being deposited
in the U.S. mail as certified or registered mail with postage prepaid, if such
notice is addressed to the party to be notified at such party's address or
facsimile number as set forth below or as subsequently modified by
written notice.
(g)	Severability.  If one or more provisions
of this Agreement are held to be unenforceable under applicable law, the parties
agree to renegotiate such provision in good faith, in order to maintain the
economic position enjoyed by each party as close as possible to that under the
provision rendered unenforceable.  In the event that the parties cannot reach a
mutually agreeable and enforceable replacement for such provision, then
(i) such provision shall be excluded from this Agreement, (ii) the
balance of the Agreement shall be interpreted as if such provision were so
excluded and (iii) the balance of the Agreement shall be enforceable in
accordance with its terms.
(h)	Entire Agreement.  This Agreement, and
the documents referred to herein constitute the entire agreement between the
parties hereto pertaining to the subject matter hereof, and any and all other
written or oral agreements existing between the parties hereto concerning such
subject matter are expressly canceled.
[Signature Page Follows]
The Debtor and Secured Party have caused this Agreement to be
duly executed and delivered as of the date first above written.
		DEBTOR:


		JBII Corporation

		a Delaware corporation


			By:____________________________

			Name:___________________________

		Title:	___________________________


		Address:	2310 130th Avenue NE
			Suite B-202
			Bellevue, WA  98005

		Facsimile No:(425) 869-3678

SECURED PARTY:
PopMail.com, Inc., 
a Minnesota corporation

By:_________________________

Name:___________________________

Title:  ___________________________	


Address:
1331 Corporate Dr # 350 
Irving, TX 75038
Facsimile Number:  (972) 550-5581



















EX-10.54
26
exh1054.htm
EXHIBIT












Exhibit 10.54


THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A
VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF.  NO SUCH SALE
OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT
RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY
THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.
SECURED PROMISSORY NOTE

$2,250,000.00	December 8, 2000
	Bellevue, Washington

	For value received, JBII Corporation, a Washington
corporation (the "Company"), promises to pay to Popmail.com,
Inc. (the "Holder"), the principal sum of Two Million Two
Hundred Fifty Thousand Dollars and No Cents ($2,250,000.00) (as may be adjusted
as provided in Section 2 below) (the "Principal Amount"), with
zero interest on the unpaid principal hereof; provided, however, in the event
the Company is in default of its obligation to pay any amounts due under this
Note, then interest shall accrue from the date of such default solely on such
amounts at the then applicable prime rate per annum.  This Note is issued
pursuant to that certain Asset Purchase Agreement dated December 8, 2000 by and
among the Company, the Holder and IZ.com, Inc. (the "Asset
Agreement").  All capitalized terms not defined herein shall have the
meaning set forth in the Asset Agreement.  This secured promissory note
("Note") is subject to the following terms and conditions.
1.	Maturity.  This Note will automatically mature and be due
and payable in one of the following options, which option shall be chosen by
Company in its sole discretion except that compliance with option (a) shall
be mandatory upon the occurrence of a Liquidity Event (as defined
below):




(a)	Within five (5) days following the closing of
(i) an underwritten initial public offering of the Company's Common Stock
pursuant to a Registration Statement on Form S-1 under the Securities Act of
1933, as amended (the "IPO"), or (ii) the sale or other
transfer or conveyance of all or substantially all of the Purchased Assets
substantially in exchange for cash consideration, or (iii) the Company's
merger with or into or consolidation with any other corporation (other than a
wholly-owned subsidiary corporation) substantially in exchange for cash
consideration or if the Company effects any other transaction or series of
related transactions substantially in exchange for cash consideration in which
more than fifty percent (50%) of the voting power of the Company is disposed of
and the Company is not the survivor (each of (i), (ii) and (iii) a
"Liquidity Event"); or 

(b) Beginning at the end of the Company's first fiscal
quarter that occurs after the three-year anniversary of the Closing Date (the
"Initial Quarter"), Company shall pay Holder quarterly
installments of exactly 15% of Company's net operating profit (as calculated in
accordance with GAAP) from the previous fiscal quarter, with the first
installment due 30 days after the end of the Initial Quarter and all subsequent
installments payable 30 days after the end of each quarter thereafter, provided
that all amounts due and payable under this Note shall be paid to Holder by no
later than the date that is the eight-year anniversary of the Closing Date;
or

(c) Beginning at the end of the Initial Quarter, if Company
chooses to tender Popmail Stock (as defined in Section 3) pursuant to Section 3,
Company shall pay Holder quarterly installments of shares of Popmail Stock
having a value (determined as set forth in Section 3) equal to at least 50% of
Company's operating profit (as calculated in accordance with GAAP) from the
previous fiscal quarter, with the first installment due 30 days after the end of
the Initial Quarter and all subsequent installments payable 30 days after the
end of each quarter thereafter, provided that all amounts due and payable under
this Note shall be paid to Holder by no later than the date that is the eight-
year anniversary of the Closing Date; or

(d) If Company does not elect (a), (b) or (c) above, then the
Note shall automatically mature and become due and payable in 48 equal monthly
installments, with the first such installment due the date that is the four-year
anniversary of the Closing Date, with subsequent installments due thereafter on
the monthly anniversaries of the Closing Date.




Notwithstanding the foregoing, the entire unpaid principal sum of this Note
shall become immediately due and payable upon the insolvency of the Company, the
commission of any act of bankruptcy by the Company, the execution by the Company
of a general assignment for the benefit of creditors, the filing by or against
the Company of a petition in bankruptcy or any petition for relief under the
federal bankruptcy act or the continuation of such petition without dismissal
for a period of ninety (90) days or more, or the appointment of a receiver or
trustee to take possession of the property or assets of the Company.  
2.	Principal Amount Adjustment.  In the event a
Consideration Adjustment occurs as provided in Section 2.6(a) of the Asset
Agreement or partial forgiveness of the Principal Amount occurs as provided in
Sections 2.6(b) or 2.6(c) of the Asset Agreement, the Principal Amount
shall be correspondingly reduced in an amount equal to such Consideration
Adjustment or partial forgiveness, respectively.  Any such adjustment shall
affect only the Principal Amount, and all other terms and provisions of this
Note shall remain unchanged.
3.	Payment; Prepayment.  All payments shall be made in
either (i) lawful money of the United States of America or (ii) shares of
Popmail.com, Inc. common stock ("Popmail Stock"), in each case
at such place as the Holder hereof may from time to time designate in writing to
the Company.  Any shares of Popmail Stock tendered by Holder pursuant to this
Section 3 shall be valued at the average of the closing trade prices over the
ten day period immediately prior to the date such shares are tendered.
Prepayment of this Note may be made at any time(s) and in any amount(s) without
penalty. 
4.	Transfer; Successors and Assigns.  The terms and
conditions of this Note shall inure to the benefit of and be binding upon the
respective successors and assigns of the parties.  Notwithstanding the
foregoing, the Holder may not assign, pledge, or otherwise transfer this Note
without the prior written consent of the Company, which consent shall not be
unreasonably withheld.  Subject to the preceding sentence, this Note may be
transferred only upon surrender of the original Note for registration of
transfer, duly endorsed, or accompanied by a duly executed written instrument of
transfer in form satisfactory to the Holder.  Thereupon, a new note for the same
Principal Amount and interest will be issued to, and registered in the name of,
the transferee.  Interest and Principal Amount are payable only to the
registered holder of this Note.
5.	Governing Law.  This Note and all acts and transactions
pursuant hereto and the rights and obligations of the parties hereto shall be
governed, construed and interpreted in accordance with the laws of the State of
Washington, without giving effect to principles of conflicts of law.  
6.	Notices.  Any notice required or permitted by this Note
shall be in writing and shall be deemed sufficient upon delivery, when delivered
personally or by a nationally-recognized delivery service (such as Federal
Express or UPS), or forty-eight (48) hours after being deposited in the U.S.
mail, as certified or registered mail, with postage prepaid, addressed to the
party to be notified at such party's address as set forth below or as
subsequently modified by written notice.
7.	Amendments and Waivers.  Any term of this Note may be
amended only with the written consent of the Company and the Holder.  Any
amendment or waiver effected in accordance with this Section 7 shall be
binding upon the Company, the Holder and each transferee of the Note.
8. 	Stockholders, Officers and Directors Not Liable.  In no
event shall any stockholder, officer or director of the Company be liable for
any amounts due or payable pursuant to this Note.
9.	Grant of Security Interest.  This Note is secured by a
security interest in the Purchased Assets in accordance with a separate security
agreement (the "Security Agreement") of even date herewith
between the Company and the Holder, the terms of which are incorporated herein
by reference.  In case of an Event of Default (as defined in the Security
Agreement), the Holder shall have the rights set forth in the Security
Agreement.
10.	Notice Regarding Oral Commitments.  Oral agreements or
oral commitments to loan money extend credit, or to forbear from enforcing
repayment of a debt are not enforceable under Washington law.















COMPANY:

JBII CORPORATION

By:	

Name:	
	(print)
Title:	

Address:  2310 130th Avenue NE, 














	Suite B-202
	Bellevue, WA 98005


AGREED TO AND ACCEPTED:

POPMAIL.com, INC.

By:  ___________________________

Name: _________________________
	           (print)
Title:  __________________________

Address:	1333 Corporate Drive
		Suite 350
		Irving, TX  75038




















EX-10.55
27
exh1055.htm
EXHIBIT












Exhibit 10.55



Asset Purchase Agreement

	This Asset Purchase Agreement (the "Agreement") is
entered into as of December 8, 2000, by and between JBII Corporation, a Delaware
corporation ("Buyer"), PopMail.com, Inc.
("PopMail"), a Minnesota corporation and IZ.com, Inc., a
Delaware corporation and wholly owned subsidiary of PopMail
("IZ" and together with PopMail, the
"Seller").

RECITALS

	IZ conducts a business, which among other things provides content
creation and development for publication on multiple electronic platforms
through the use of the Vignette StoryServer software, both under IZ's own brand
and for clients on a client branded basis (the "IZ Business").
For all purposes of this Agreement, "IZ Business" shall exclude all
the assets and liabilities of PopMail Network, Inc., a Texas company based in
Dallas, Texas and Fan Asylum, Inc., a California company based in San Francisco,
California.  Buyer desires to acquire from Seller, and Seller desires to sell to
Buyer, substantially all of the assets of the IZ Business on the terms and
subject to the conditions set forth in this Agreement.

AGREEMENT

	In consideration of the mutual agreements, representations,
warranties and covenants set forth below, Buyer and Seller agree as follows:

1.	Definitions.

1.1	Definitions.  As used in this Agreement, the
following terms shall have the following meanings:
(a)	"Affiliate" means with respect
to any Person, a Person directly or indirectly controlling or controlled by or
under common control with such Person.
(b)	"Closing" means the
consummation of the transactions contemplated hereby.
(c)	"Closing Date" means the date
of the Closing.
(d)	"Code" means the Internal
Revenue Code of 1986, as amended.
(e)	"Environmental Laws" shall
mean all federal, regional, state, county or local laws, statutes, ordinances,
decisional law, rules, regulations, codes, orders, decrees, directives and
judgments relating to public health or safety, pollution, damage to or
protection of the environment, any environmental contamination or pollution or
threatened contamination or pollution of, or the release or threatened release
of hazardous materials into the environment, whether existing in the past or
present or hereafter enacted, rendered, adopted or promulgated.  Environmental
Laws shall include, but are not limited to, the following laws, and the
regulations promulgated thereunder, as the same may be amended from time to
time:  the Comprehensive Environmental Response Compensation and Liability Act
(42 U.S.C. 9601 et seq.) ("CERCLA"); the Resource
Conservation and Recovery Act (42 U.S.C. 6901 et seq.)
("RCRA"); the Clean Air Act (42 U.S.C. 7401 et
seq.); the Clean Water Act (33 U.S.C. 1251 et seq.); and
state environmental laws.
(f)	"GAAP" means generally
accepted accounting principles of the United States of America.
(g)	"Governmental Authorizations"
means the permits, authorizations, consents or approvals of any Governmental
Entity which are a condition to the lawful consummation of the transactions
contemplated hereby listed on Schedule 1.1(g) to this Agreement.
(h)	"Governmental Entity" means
any court, or any federal, state, municipal or other governmental authority,
department, commission, board, agency or other instrumentality (domestic or
foreign).
(i)	"Lien" means any mortgage,
pledge, lien, security interest or agreement, option, covenant, condition,
restriction, encumbrance, lease, conditional sales contract, title retention
device, charge or other third-party claim of any kind.
(j)	"Material Adverse Effect" with
respect to a Person means any event, change or effect that is materially adverse
to the condition (financial or otherwise), properties, assets, liabilities,
business, operations or results of operations of such Person and its Affiliates,
taken as a whole.
(k)	"Person" means an individual,
corporation, partnership, association, trust, government or political
subdivision or agent or instrumentality thereof, or other entity or
organization.
(l)	"Taxes" means all taxes,
however denominated, including any interest, penalties or other additions to tax
that may become payable in respect thereof, (i) imposed by any federal,
territorial, state, local or foreign government or any agency or political
subdivision of any such government, for which Buyer could become liable as
successor to or transferee of the IZ Business or the Purchased Assets or which
could become a charge against or lien on any of the Purchased Assets, which
taxes shall include, without limiting the generality of the foregoing, all sales
and use taxes, ad valorem taxes, excise taxes, business license taxes,
occupation taxes, real and personal property taxes, stamp taxes, environmental
taxes, real property gains taxes, transfer taxes, payroll and employee
withholding taxes, unemployment insurance contributions, social security taxes,
and other governmental charges, and other obligations of the same or of a
similar nature to any of the foregoing, which are required to be paid, withheld
or collected, or (ii) any liability for amounts referred to in (i) as a result
of any obligations to indemnify another person or as a result of being a member
of a consolidated, combined or unitary group.
2.	Sale and Purchase


	2.1  	Transfer of Assets.  Subject to the terms and
conditions of this Agreement, Seller shall sell, assign, grant, transfer, and
deliver (or cause to be sold, assigned, granted, transferred and delivered) to
Buyer, or to any Affiliate of Buyer designated by Buyer, and Buyer shall
purchase and accept from Seller as of the Closing Date, free and clear of all
Liens, all of the Seller's rights, title and interest in and to all of the
assets enumerated below as the same shall exist on the Closing Date (the
"Purchased Assets"): 

(a)	all tangible personal property and leases of and other
interests in tangible personal property used in connection with the IZ Business
as set forth on Schedule 2.1(a);
(b)	all rights under the contracts, agreements, leases and
other interests in personal property, licenses, commitments, sales and purchase
orders and other instruments, listed on Schedule 2.1(b) (collectively the
"Contracts");
(c)	all of the accounts receivable, notes receivable and
other receivables listed on Schedule 2.1(c);
(d)	all prepaid expenses relating to the operation of the
IZ Business including, but not limited to Taxes, leases and rentals, and Seller
will use its commercially reasonable best efforts to take all action necessary
with appropriate third parties to transfer such prepaid expenses to Buyer as of
the Closing Date;
(e)	all of Seller's rights, claims, credits, causes of
action or rights of set-off against third parties relating to the Purchased
Assets, including, without limitation, unliquidated rights under warranties;
(f)	all copyrights, copyright registrations, proprietary
processes, trade secrets, license rights, specifications, technical manuals and
data, drawings, inventions, designs, patents, patent applications, trade names,
trademarks, service marks, product information and data, know-how and
development work-in-progress, customer lists, software, business and marketing
plans and other intellectual or intangible property embodied in or pertaining to
the IZ Business, whether pending, applied for or issued, whether filed in the
United States or in other countries, including without limitation the items
listed in Schedule 2.1(f), together with all associated goodwill;
(g)	all things authored, discovered, developed, made,
perfected, improved, designed, engineered, acquired, produced, conceived or
first reduced to practice by Seller or any of its employees or agents that are
embodied in, derived from or otherwise directly related to the IZ Business, in
any stage of development, including, without limitation, modifications,
enhancements, designs, concepts, techniques, methods, ideas, flow charts, coding
sheets, notes and all other information relating to the IZ Business;
(h)	any and all design and code documentation,
methodologies, processes, trade secrets, copyrights, design information, product
information, technology, formulae, routines, engineering specifications,
technical manuals and data, drawings, inventions, know-how, techniques,
engineering work papers, and notes, development work-in-process, and other
proprietary information and materials of any kind relating to, used in, or
derived from the Purchased Assets (collectively with subsections (f) and (g),
the "Intellectual Property");
(i)	all permits, authorizations, consents and approvals of
any Governmental Entity affecting or relating in any way to the IZ Business,
including without limitation, the items listed on Schedule 2.1(i) (the
"Permits");
(j)	all books, records, files and papers, whether in hard
copy or electronic format, used in the IZ Business, including without
limitation, engineering information, sales and promotional literature, manuals
and data, sales and purchase correspondence, lists of present, former and
prospective suppliers or customers, personnel and employment records, and any
information relating to Taxes imposed on the IZ Business or Purchased
Assets;
(k)	all computer software programs, data and associated
licenses used in connection with the IZ Business;
(l)	all goodwill associated with the IZ Business or the
Purchased Assets, together with the right to represent to third parties that
Buyer is the successor to the IZ Business; and
(m)	all subscriber and customer lists associated with the
IZ Business or the Purchased Assets. 
2.2	Excluded Assets.  Buyer agrees that notwithstanding any
provision of Section 2.1 the assets of Seller listed on Schedule 2.2 (the
"Excluded Assets") shall be excluded from the Purchased
Assets.
2.3	Transfer of Liabilities. Subject to the terms and
conditions of this Agreement, Buyer or an Affiliate of Buyer designated by Buyer
agrees, effective as of the Closing Date, to assume the following liabilities
(the "Assumed Liabilities"):
(a)	the liabilities set forth on Schedule 2.3(a) to
the extent set forth thereon; and
(b)	the obligations of Seller arising under the Contracts,
other than any and all payment obligations arising or existing under the
Contracts prior to the Closing Date which are identified within 120 days
following the Closing Date.
2.4	Excluded Liabilities.  Except for those liabilities
expressly assumed by Buyer or any Affiliate designated by Buyer pursuant to
Section 2.3, Buyer shall not assume and shall not be liable for, and Seller
and its direct or indirect subsidiaries shall retain and remain solely liable
for and obligated to discharge, all of the debts, contracts, agreements,
commitments, obligations and other liabilities of any nature whatsoever of
Seller and its direct and indirect subsidiaries, whether known or unknown,
accrued or not accrued, fixed or contingent, including without limitation, the
following:
(a)	Any liability for breaches by Seller or any of its
respective direct or indirect subsidiaries on or prior to the Closing Date of
any contract or any other instrument, contract or purchase order, or any
liability for payments or amounts due under any Contract or any other
instrument, contract or purchase order on or prior to the Closing Date; 
(b)	Any liability or obligation for Taxes attributable to
or imposed upon Seller or any of its direct or indirect subsidiaries, or
attributable to or imposed upon the Purchased Assets for any period (or portion
thereof) through and including the Closing Date, including, without limitation,
any Taxes attributable to or arising from the transactions contemplated by this
Agreement;
(c)	Any liability or obligation for or in respect of any
loan, other indebtedness for money borrowed, or account payable of Seller or any
of its direct or indirect subsidiaries, including any such liabilities owed to
Affiliates of Seller;
(d)	Any liability or obligation arising as a result of any
legal or equitable action or judicial or administrative proceeding initiated at
any time, to the extent relating to any action or omission on or prior to the
Closing Date by or on behalf of Seller or any of its direct or indirect
subsidiaries, including, without limitation, any liability for infringement of
intellectual property rights, breach of product warranty, injury or death caused
by products, or violations of federal or state securities or other laws;
(e)	Any liability or obligation arising on or prior to the
Closing Date out of any "employee benefit plan," as such term is
defined by the Employee Retirement Income Security Act of 1974
("ERISA") or other employee benefit plans; 
(f)	Any liability or obligation for making payments of any
kind (including as a result of the sale of Purchased Assets or as a result of
the termination of employment by Seller of employees, or other claims arising
out of the terms and conditions of employment with Seller, or for vacation or
severance pay or otherwise) to employees of Seller or in respect of payroll
taxes for employees of Seller; 
(g)	Any liability of Seller incurred in connection with
the making or performance of this Agreement and the transactions contemplated
hereby;
(h)	Any liability of Seller arising out of the violation
of or failure to comply with any Environmental Laws applicable to any aspect of
the IZ Business; and
(i)	Any costs or expenses of Seller incurred in connection
with shutting down, deinstalling and removing equipment not purchased by Buyer,
and the costs associated with all contracts and agreements not assumed by
Buyer.
2.5	Consideration.  Subject to the performance by Seller of
all of its obligations under this Agreement (including delivering all documents
required to be delivered) at the Closing, in consideration of the acquisition of
the Purchased Assets under Section 2.1, Buyer agrees (i) to deliver to Seller a
non-interest bearing promissory note (the "Note") in the form
attached hereto as Exhibit A in the stated principal amount of
$2,250,000, subject to adjustment as provided in Section 2.6 (collectively with
the Warrant (as defined below, the "Consideration"); and (ii)
to assume the Assumed Liabilities, and Seller agrees to deliver to Buyer a
warrant to purchase 840,000 shares of PopMail common stock (the
"Warrant") in the form attached hereto as Exhibit B.

2.6	Adjustments to Consideration; Certain Third Party
Payments.
(a)	In the event that either (i) Buyer makes any
payment to any of the third parties listed on Schedule 2.6(a) due to Seller's
failure to pay amounts due or liabilities incurred under Contracts with these
third parties or (ii) Seller does not transfer all prepaid expenses
relating to the IZ Business to Buyer as of the Closing Date pursuant to
Section 2.1(d) hereof, then Seller shall promptly deliver to Buyer, either
in cash or written evidence acceptable to Buyer of Seller's partial forgiveness
of the Note, an amount equal to 175% of the Damages (as defined in Section 10.2)
attributable to such agreements and/or prepaid expenses, respectively (the
"Consideration Adjustment"). Damages shall include any amounts
paid by Buyer plus attorneys fees and expenses and other expenses and costs
incurred by Buyer that are reasonably related to paying these third parties the
amounts due them by Seller prior to Closing.  In the event Seller elects to pay
such Consideration Adjustment through partial forgiveness of the Note, Buyer and
Seller hereby agree to take all action necessary to amend the principal amount
due under the Note to reflect such Consideration Adjustment.  
(b)	In the event Buyer makes any payment in respect of any
Taxes described in Section 6.5 below as a result of Seller's failure to pay such
Taxes when due, Seller shall promptly deliver to Buyer written evidence
acceptable to Buyer of Seller's partial forgiveness of the Note in an amount
equal to the amount of Damages (defined in Section 10.2 below) Buyer incurs
in respect of such Taxes, and Buyer and Seller hereby agree to take all action
necessary to amend the principal amount due under the Note to reflect such
forgiveness.
(c)	In the event Seller fails to include the shares of
PopMail common stock purchased or purchasable by Buyer upon the exercise of the
Warrant in the first registration statement covering PopMail's stock filed by
the Company subsequent to November 30, 2000 under the Securities Act of 1933, as
amended (other than any registration statement on Form S-4, S-8 or any other
similarly inappropriate form, or any successor forms thereto, but including,
without limitation, the registration statement on Form S-3 that PopMail was
preparing as of November 30, 2000), Seller shall promptly deliver to Buyer
written evidence acceptable to Buyer of Seller's partial forgiveness of the Note
in an amount such that the Consideration (not taking into account any other
adjustments that may also be made pursuant to this Section 2.6) shall equal One
Million Five Hundred Thousand Dollars ($1,500,000.00), and Buyer and Seller
hereby agree to take all action necessary to amend the principal amount due
under the Note to reflect such forgiveness.
(d)	Seller agrees to remit to Buyer in cash within 10
business days after the Closing Date, the amount of Seller's deferred revenue
attributable to the IZ Business as of the Closing Date determined in accordance
with GAAP.
2.7	Allocation of Consideration.  The Consideration shall be
allocated among the Purchased Assets and other expenses as provided in
Exhibit C prepared by Buyer for purposes of complying with
the requirements of Section 1060 of the Code and the regulations thereunder.
Buyer and Seller agree to each prepare and file on a timely basis with the
Internal Revenue Service (and applicable state tax authorities) substantially
identical and supplemental Internal Revenue Service Forms 8594 (and
corresponding state tax forms) consistent with Buyer's reasonable and lawful
allocation of the Consideration and which gives effect to any Consideration
Adjustment or the actual dates on which payment is made under the Note.  If any
Tax authority challenges such allocation, the party receiving notice of such
challenge shall give the other prompt written notice thereof and the parties
shall cooperate in order to preserve the effectiveness of such allocation.
3.	Closing

3.1  	Closing.  Subject to the terms and conditions
of this Agreement, the Closing shall take place on such date, as soon as
practicable after all conditions precedent in Sections 8 and 9 have been
satisfied or waived, as the parties may agree, but in any case, no later than
December 8, 2000 (the "Closing Date").
3.2  	Actions at the Closing.  At the Closing, Seller shall
deliver the Purchased Assets to Buyer, Buyer shall deliver the Consideration to
Seller, and Buyer and Seller shall take such actions and execute and deliver
such agreements, bills of sale, and other instruments and documents as necessary
or appropriate to effect the transactions contemplated by this Agreement in
accordance with its terms, including without limitation the following:
(a)	Bill of Sale; Assignment and Assumption
Agreement.  Seller shall deliver to Buyer a general Bill of Sale
substantially in the form attached as Exhibit D and with respect
to each Contract, or item of Intellectual Property, an Assignment and Assumption
Agreement substantially in the form attached as Exhibit E (the
"Transfer Documents") in each case duly executed by Seller, and
in the aggregate assigning to Buyer all of Seller's right, title and interest in
and to the Purchased Assets.  Buyer may designate one or more of its Affiliates
as the recipient of certain of the Purchased Assets, and as the party to assume
certain of the Assumed Liabilities, in which case Seller shall transfer such
Purchased Assets and Assumed Liabilities to Buyer or the Affiliate(s) designated
by Buyer pursuant to such Transfer Documents.  
(b)	Consideration.  Buyer shall deliver the
Consideration to Seller.
(c)	Title.  Seller shall provide reasonable
evidence of valid title to such of the Purchased Assets as Buyer may reasonably
request in writing prior to the Closing, in form and substance reasonably
satisfactory to Buyer.
(d)	Third Party Consents and Assignments.
Seller shall deliver to Buyer any assignments, and any required consents to
assignment, that it has obtained in respect of the Contracts, duly executed by
parties having the authority to so assign or consent to assign, in form and
substance as Buyer shall reasonably request, as well as a written confirmation
from such third parties that the Contracts are in good standing.
(e)	Seller Documents.  At the Closing,
Seller shall deliver to Buyer any and all documents required to satisfy the
conditions set forth in Section 9 of this Agreement and any other closing
documents reasonably requested by Buyer.
(f)	Buyer Documents.  At the Closing, Buyer
shall deliver to Seller any and all documents required to satisfy the conditions
set forth in Section 8 of this Agreement and any other closing documents
reasonably requested by Seller.
(g)	Post-Closing Actions.  Subsequent to the
Closing Date, Seller shall, and shall cause any Affiliate of Seller to, from
time to time execute and deliver, upon the request of Buyer, all such other and
further materials and documents and instruments of conveyance, transfer or
assignment as may reasonably be requested by Buyer to effect, record or verify
the transfer to and vesting in Buyer of Seller's and any of Seller's Affiliates'
right, title and interest in and to the Purchased Assets, free and clear of all
Liens in accordance with the terms of this Agreement.
4.	Representations and Warranties of
Seller.
Each representation and warranty set forth below is qualified by any
exception or disclosures set forth in the Seller Disclosure Schedule attached
hereto, which exceptions specifically reference the Section(s) to be qualified.
In all other respects, each representation and warranty set out in this Section
4 is not qualified in any way whatsoever, will not merge on Closing or by reason
of the execution and delivery of any agreement, document or instrument at the
Closing, will remain in force on and after the Closing Date, is given with the
intention that liability is not confined to breaches discovered before Closing,
is separate and independent and is not limited by reference to any other
representation or warranty or any other provision of this Agreement, and is made
and given with the intention of inducing the Buyer to enter into this Agreement.
Seller represents and warrants to Buyer as follows:
4.1	Organization, Standing and Power.  Seller is a
corporation duly organized, validly existing and in good standing under the laws
of its jurisdiction of organization. Seller has the requisite corporate power
and authority and all necessary permits, authorizations, consents, and approvals
of all Governmental Entities to own, lease and operate its properties and to
carry on the IZ Business as now being conducted and as proposed to be conducted,
except where the failure to have such power, authority and governmental
approvals would not, individually or in the aggregate, have a Material Adverse
Effect on the IZ Business. Seller is duly qualified or licensed as a foreign
corporation to do business, and is in good standing, in each jurisdiction where
the character of the properties owned, leased or operated by it or the nature of
its business makes such qualification or licensing necessary, except for
failures to be so qualified or licensed and in good standing that would not,
individually or in the aggregate, have a Material Adverse Effect on the IZ
Business.
4.2	Authority.  The execution and delivery of this Agreement
(and all other agreements and instruments contemplated under this Agreement) by
Seller, the performance by Seller of its obligations hereunder and thereunder,
and the consummation by Seller of the transactions contemplated hereby and
thereby have been duly authorized by all necessary action by the Board of
Directors and shareholders of Seller, and no other act or proceeding on the part
of or on behalf of Seller or its shareholders is necessary to approve the
execution and delivery of this Agreement and such other agreements and
instruments, the performance by Seller of its obligations hereunder and
thereunder and the consummation of the transactions contemplated hereby and
thereby.  The signatory officers of Seller have the power and authority to
execute and deliver this Agreement and all of the other agreements and
instruments to be executed and delivered by Seller pursuant hereto, to
consummate the transactions hereby and thereby contemplated and to take all
other actions required to be taken by Seller pursuant to the provisions hereof
and thereof.
4.3	Execution and Binding Effect.  This Agreement has been
duly and validly executed and delivered by Seller and constitutes, and the other
agreements and instruments to be executed and delivered by Seller pursuant
hereto, upon their execution and delivery by Seller, will constitute (assuming,
in each case, the due and valid authorization, execution and delivery thereof by
Buyer), legal, valid and binding agreements of Seller, enforceable against
Seller in accordance with their respective terms.
4.4	Consents and Approvals of Governmental Entities. Other
than the Governmental Authorizations, there is no requirement applicable to
Seller to make any filing, declaration or registration with, or to obtain any
permit, authorization, consent or approval of, any Governmental Entity as a
condition to the lawful consummation by Seller of the transactions contemplated
by this Agreement and the other agreements and instruments to be executed and
delivered by Seller pursuant hereto or the consummation by Seller of the
transactions contemplated herein or therein.
4.5	No Violation.  Neither the execution, delivery and
performance of this Agreement and all of the other agreements and instruments to
be executed and delivered pursuant hereto, nor the consummation of the
transactions contemplated hereby or thereby, will, with or without the passage
of time or the delivery of notice or both, (a) conflict with, violate or
result in any breach of the terms, conditions or provisions of the Articles of
Incorporation or Bylaws of Seller, (b) conflict with or result in a
violation or breach of, or constitute a default or require consent of any Person
(or give rise to any right of termination, cancellation or acceleration) under,
any of the terms, conditions or provisions of any contract, notice, bond,
mortgage, indenture, license, franchise, permit, agreement, lease or other
instrument or obligation to which Seller is a party or by which Seller or any of
the Purchased Assets may be bound, (c) violate any statute, ordinance or
law or any rule, regulation, order, writ, injunction or decree of any
Governmental Entity applicable to Seller or by which any properties or assets of
Seller may be bound, or (d) result in any cancellation of, or obligation to
repay, any grant, loan or other financial assistance received by Seller from any
Governmental Entity.  No "bulk sales" legislation applies to the
transactions contemplated by this Agreement.
4.6	Consents.  Schedule 4.6 sets forth each
agreement, contract or other instrument binding upon Seller requiring a consent
as a result of the execution, delivery and performance of this Agreement or the
consummation of the transactions contemplated hereby, except such consents as
would not, individually or in the aggregate, have a Material Adverse Effect if
not received by the Closing Date (each a "Required
Consent").
4.7	Financial Statements.  The Seller has made available to
Buyer the audited consolidated financial statements of PopMail (including
balance sheet, income statement and statement of cash flows) as of January 2,
2000, for the fiscal year then ended together with the consolidated financial
statements of PopMail contained in PopMail's Quarterly Reports on Form 10-Q for
fiscal year 2001 filed with the Securities and Exchange Commission
(collectively, the "Financial Statements").  The Financial
Statements have been prepared in accordance with generally accepted accounting
principles applied on a consistent basis throughout the periods indicated.  The
Financial Statements fairly present the financial condition and operating
results of the Seller as of the dates, and for the periods, indicated therein,
subject, in the case of interim financial statements, to normal year-end audit
adjustments. Except as set forth in the Financial Statements, the Seller has no
material liabilities, contingent or otherwise, other than (i) liabilities
incurred in the ordinary course of business subsequent to October 1, 2000
and (ii) obligations under contracts and commitments incurred in the
ordinary course of business and not required under generally accepted accounting
principles to be reflected in the Financial Statements, which, in both cases,
individually or in the aggregate are not material to the financial condition or
operating results of the Seller.

4.8	Absence of Certain Changes.  Since November 1, 2000
Seller has conducted the IZ Business in the ordinary course consistent with past
practice and Seller:  

(a)	has not created, incurred or assumed (i) any
borrowings under capital leases, or (ii) any obligation which in any
material way affect the IZ Business, the Purchased Assets or Buyer's ability to
conduct the IZ Business in substantially the same manner and condition as
conducted by Seller on the date of this Agreement;
(b)	has not changed in any manner the compensation of, or
agreed to provide additional benefits to, or enter into any employment agreement
with, any Employee (as defined in Section 7.1);
(c)	has maintained insurance coverage in amounts adequate
to cover the reasonably anticipated risks of the business conducted with the
Purchased Assets;
(d)	has not acquired or agreed to acquire by merging or
consolidating with, or by purchasing any assets or equity securities of, or by
any other manner, any business or any corporation, partnership, association or
other business organization or division thereof, or otherwise acquire or agree
to acquire any assets which are material, individually or in the aggregate, to
the IZ Business;
(e)	has not sold, disposed of or encumbered any of the
Purchased Assets or licensed any Purchased Assets to any Person except for the
sale of Inventory in the normal course of business consistent with past
practice;
(f)	has not engaged in any special promotion, which
promotes the sale of Inventory with highly discounted terms;
(g) 	has not entered into any agreements or commitments
relating to the business conducted with the Purchased Assets, except on
commercially reasonable terms in the ordinary course of business;
(h)	has complied in all material respects with all laws
and regulations applicable to the IZ Business;
(i)	has not entered into any agreement with any third
party for the distribution of any of the Purchased Assets;
(j)	has not changed or announced any change to the
products or services sold by the IZ Business except with Buyer's written consent
or at Buyer's request;
(k)	has not violated, amended or otherwise change in any
way the terms of any of the Contracts;
(l)	has not commenced a lawsuit related to or involving
the Purchased Assets other than (i) for the routine collection of bills; or (ii)
for a breach of this Agreement;
(m)	has not assigned, sold or otherwise conveyed to any
third party, any of its accounts receivable prior to the Closing Date; or
(n)	made any agreement to do any of the foregoing.
4.9  	Assets Generally.
(a)	The Purchased Assets include all properties, tangible
and intangible, and only such properties, currently used by Seller in operating
the IZ Business and necessary for Buyer to operate the IZ Business after the
Closing Date in a manner substantially equivalent to the manner in which Seller
has operated the IZ Business  prior to and through the Closing Date. Other than
the Required Consents and the Governmental Approvals, no licenses or other
consents from, or payments to, any other Person are or will be necessary for
Buyer to operate the IZ Business and use the Purchased Assets in the manner in
which Seller has operated the same.
(b)	Seller holds good and marketable title, license to or
leasehold interest in  all of the Purchased Assets and has the complete and
unrestricted power and the unqualified right to sell, assign and deliver the
Purchased Assets to Buyer.  Upon consummation of the transactions contemplated
by this Agreement, Buyer will acquire good and marketable title, license or
leasehold interest to the Purchased Assets free and clear of any Liens and there
exists no restriction on the use or transfer of the Purchased Assets, except as
may be assumed hereunder by Buyer as an Assumed Liability.  No Person other than
Seller has any right or interest in the Purchased Assets, including the right to
grant interests in the Purchased Assets to third parties, except for Purchased
Assets licensed or leased from third parties which are set forth in the Seller
Disclosure Schedule and identified as such.
(c)	Except as provided in this Agreement, no restrictions
will exist on Buyer's right to sell, resell, license or sublicense any of the
Purchased Assets or engage in the IZ Business, nor will any such restrictions be
imposed on Buyer as a consequence of the transactions contemplated by this
Agreement or by any agreement referenced in this Agreement.
(d)	All of the Purchased Assets are in good operating
condition and repair, as required for their use in the IZ Business as presently
conducted, and conform to all applicable laws, and no notice of any violation of
any law relating to any of the Purchased Assets or Assumed Liabilities has been
received by Seller.
4.10	Intellectual Property.
(a)	The execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated hereby
(including without limitation the continued conduct by Buyer after the Closing
Date of the IZ Business as presently conducted by Seller and the incorporation
of any Intellectual Property in any product of Buyer or an affiliate of Buyer)
will not breach, violate or conflict with any instrument or agreement governing
any Intellectual Property necessary or required for, or used in, the conduct of
the IZ Business as presently conducted and will not cause the forfeiture or
termination or give rise to a right of forfeiture or termination of any such
Intellectual Property or in any material way impair the right of Buyer or any of
its Affiliates to use, sell, license or dispose of, or to bring any action for
the infringement of, any such Intellectual Property or portion thereof;
(b)	Neither the development, manufacture, marketing,
license, sale or use of any product or Intellectual Property currently licensed,
used or sold by Seller or currently under development violates or will violate
any license or agreement to which Seller is a party or infringes or will
infringe any copyright, patent, trademark, service mark, trade secret or other
intellectual property or other proprietary right of any other party.  All
registered trademarks, service marks, patents and copyrights held by Seller are
valid and subsisting.  There is no pending or threatened claim or litigation
contesting the validity, ownership or right to use, sell, license or dispose of
any of the Purchased Assets (including without limitation the Intellectual
Property) necessary or required for, or used in, the conduct of the business of
Seller as presently conducted nor is there any basis for any such claim, nor has
Seller received any notice asserting that any such Purchased Asset (including
without limitation the Intellectual Property) or the proposed use, sale, license
or disposition thereof conflicts or will conflict with the rights of any other
party, nor is there any basis for any such assertion.  To the best of Seller's
knowledge, there is no unauthorized use, infringement or misappropriation on the
part of any third party of the Purchased Assets (including without limitation
the Intellectual Property); and
(c)	Seller has taken reasonable steps (including, without
limitation, entering into confidentiality and non-disclosure agreements with all
officers and employees of and consultants to Seller with access to or knowledge
of the Purchased Assets (including without limitation the Intellectual
Property)) to maintain the secrecy and confidentiality of, and its proprietary
rights in, the Purchased Assets (including without limitation the Intellectual
Property) necessary or required for, or used in, the conduct of the business of
Seller as presently conducted.  The Seller Disclosure Schedule contains a
complete and accurate list of all applications, filings and other formal actions
made or taken pursuant to federal, state, local and foreign laws by Seller to
perfect or protect its interest in the Purchased Assets, including, without
limitation, all patents, patent applications, trademarks, trademark
applications, service marks and copyright or mask work registrations.
(d)	All fees to maintain Seller's rights in the
Intellectual Property, including, without limitation, patent and trademark
registration and prosecution fees and all professional fees in connection
therewith pertaining to the Intellectual Property due and payable on or before
the Closing Date, have been paid by Seller or will be paid by Seller within a
reasonable period after the Closing.
4.11	Supply Agreements.  
(a)	The only obligations of Seller to deliver or supply
products or services are identified in Schedule 2.1(b) as Co-publishing
or Content Agreements (such agreements, as supplemented below, are referred to
collectively as the "Supply Agreements").  Seller has provided
a true and complete copy of all Supply Agreements to Buyer.  All such Supply
Agreements are in full force and effect and are valid and effective in
accordance with their respective terms against Seller, as the case may be, and
against the other party thereto.  Seller holds right, title and interest under
the terms of each Supply Agreement free of all Liens.  Seller is not in default
under any such Supply Agreements (or has caused an event which with notice or
lapse of time, or both, would constitute a default), nor, to the best of
Seller's knowledge, is the other party thereto in default (or has caused an
event which with notice or lapse of time, or both, would constitute a default)
under any such Supply Agreements.
(b)	Seller has not entered into any agreement under which
Seller is restricted from selling, licensing or otherwise distributing any
products or services to any class of customers, in any geographic area, during
any period of time or in any segment of the market.
(c)	After the Closing, Buyer will not be prevented by any
act of Seller from changing prices charged to existing or future customers of
any products or services.
(d)	Seller has not granted any third party the right to
supply any products or services of the IZ Business to any other third party.  No
agreement for supply of the products or services by Seller obligates Seller, and
no agreement would obligate Buyer after the Closing Date, to provide any change
in specification of such products or services or to provide new products or
services.  No agreement pursuant to which Seller has licensed the use of any
products to any third party obligates Seller to provide any change in
specification in the performance of such products or to provide new products or
services.
4.12	Warranties and Indemnities.  The Seller Disclosure
Schedule sets forth a summary of all warranties and indemnities, express or
implied, relating to products sold or services rendered by Seller, and no
warranty or indemnity has been given by Seller which is not listed on the Seller
Disclosure Schedule or which differs therefrom in any respect.  Seller is in
compliance with all warranties described in the Seller Disclosure Schedule.  The
Seller Disclosure Schedule also indicates all warranty and indemnity claims
currently pending against Seller.
4.13	Accounts Receivable.  All accounts receivable, notes
receivable and other receivables included in the Purchased Assets are valid,
genuine and fully collectible in the aggregate amount thereof, net of Seller's
allowances for doubtful accounts attributable to the IZ Business determined in
accordance with GAAP.
4.14	Licenses and Permits. Seller holds all consents,
approvals, registrations, certifications, authorizations, permits and licenses
of, and has made all filings with, or notifications to, all Governmental
Entities pursuant to applicable requirements of all federal, state, local and
foreign laws, ordinances, governmental rules or regulations applicable to the
business, including, but not limited to, all such laws, ordinances, governmental
rules or regulations relating to registration of the products of the IZ Business
(at their current level of development and use) and certification of the
facilities of the IZ Business, except where the failure to hold any such
consent, approval, registration, certification, authorization, permit or license
of, or make any filing with, or notification to, any Governmental Entity would
not have a Material Adverse Effect on the IZ Business.  The IZ Business is in
compliance with all federal, state, local and foreign laws, ordinances,
governmental rules and regulations relating to the products manufactured by the
IZ Business or otherwise related to the IZ Business, except where the failure to
comply with any such federal, state, local or foreign law, ordinance,
governmental rule or regulation would not have a Material Adverse Effect on the
IZ business, and Seller has no reason to believe that any consents, approvals,
authorizations, registrations, certifications, permits, filings or notifications
that it has received or made to operate the IZ Business are invalid or have been
or are being suspended, canceled, revoked or questioned.  There is no
investigation or inquiry to which Seller is a party or, to Seller's knowledge,
pending or threatened, relating to the IZ Business and its compliance with
applicable foreign, state, local or foreign laws, ordinances, governmental rules
or regulations.  Each such consent, approval, registration, certification,
authorization, permit or license is transferable and shall be transferred to
Buyer in accordance with the terms of this Agreement.
4.15	Employees.
(a)	Schedule 4.15 sets forth the names and job
titles of all of the Employees.  All employees, consultants, officers, directors
and shareholders of Seller or any Seller subsidiary that have had access to the
Purchased Assets are parties to a written agreement (a "Confidentiality
Agreement"), under which each such person or entity (i) is
obligated to disclose and transfer to Seller, without the receipt by such person
of any additional value therefor (other than normal salary or fees for
consulting services), all inventions, developments and discoveries which, during
the period of employment with or performance of services for Seller, he or she
makes or conceives of either solely or jointly with others, that relate to any
subject matter with which his or her work for Seller may be concerned, or relate
to or are connected with the IZ Business, products or projects of Seller, or
involve the use of the time, material or facilities of Seller, and (ii) is
obligated to maintain the confidentiality of proprietary information of Seller.
None of Seller's employees, consultants, officers or directors is obligated
under any contract (including licenses, covenants or commitments of any nature)
or other agreement, or to the best of Seller's knowledge subject to any
judgment, decree or order of any court or administrative agency, that would
conflict with their obligation to promote the interests of Seller with regard to
the IZ Business or the Purchased Assets or that would conflict with the IZ
Business or the Purchased Assets.  Neither the carrying on of the IZ Business by
its employees and consultants, nor to the best of Seller's knowledge the
execution or the delivery of this Agreement, will conflict with or result in a
breach of the terms, conditions or provisions of, or constitute a default under,
any contract, covenant or instrument under which any of such persons or entities
are now obligated.  It is currently not necessary nor will it be necessary for
Seller to utilize in the IZ Business any inventions of any of such persons or
entities (or people it currently intends to hire) made or owned prior to their
employment by or affiliation with Seller, nor is it or will it be necessary to
utilize any other assets or rights of any such persons or entities (or people it
currently intends to hire) made or owned prior to their employment with or
engagement by Seller, in violation of any registered patents, trade names,
trademarks or copyrights or any other limitations or restrictions to which any
such persons or entity is a party or to which any of such assets or rights may
be subject.  To the Seller's knowledge, none of Seller's employees, consultants,
officers, directors or shareholders that has had knowledge or access to
information relating to the Purchased Assets has taken, removed or made use of
any proprietary documentation, manuals, products, materials, or any other
tangible item from his or her previous employer relating to the Purchased Assets
by such previous employer which has resulted in Seller's access to or use of
such proprietary items included in the Purchased Assets, and Seller will not
gain access to or make use of any such proprietary items in the IZ Business,
except to the extent that any such activities would not have a material adverse
effect on the Purchased Assets or the IZ Business.
(b)	Except for the Confidentiality Agreement, there are no
written or oral contracts of employment between Seller and any Employee.
(c)	Seller is not a party to any collective bargaining
agreement covering any employee and Seller knows of no effort to organize any of
its employees as a part of any collective bargaining unit.  Seller's employees
are not members of a trade union certified as a bargaining agent with the Seller
and, to the best of Seller's knowledge, no proceedings to implement any such
certifications are pending.
4.16	Employee Benefit and Compensation Plans.  Buyer will
incur no liability with respect to, or on account of, and Seller will retain any
liability for, and on account of, any employee benefit plan of Seller, any of
its Affiliates or any predecessor employer of any employee, including, but not
limited to, liabilities Seller may have to such employees under all employee
benefit schemes, incentive compensation plans, bonus plans, pension and
retirement plans, profit-sharing plans (including any profit-sharing plan with a
cash-or-deferred arrangement) share purchase and option plans, savings and
similar plans, medical, dental, travel, accident, life, disability and other
insurance and other plans or arrangements, whether written or oral and whether
"qualified" or "non-qualified," or to any employee as a
result of termination of employment by Seller as contemplated by this Agreement
(including any liabilities under the Consolidated Omnibus Budget Reconciliation
Act ("COBRA")).  Seller has not, with respect to any employee,
maintained or contributed to, or been obligated or required to contribute to,
any retirement or pension plan or any employee benefit plan.  The Seller has
complied with all of its obligations (including obligations to make
contributions) in respect of the retirement or pension funds of which its
employees are beneficiaries, there is no outstanding liability of the Seller or
any of its Affiliates to any such funds and all such funds are fully funded to
meet all potential claims for benefits by any and all such employees and any
former employee.  
	4.17	Taxes.  All Taxes have been or will be paid by
Seller which are due or properly accrued with respect to all periods (or
portions thereof) prior to and including the Closing Date, and at the request of
Buyer, Seller shall provide Buyer with proof of such payment.  Seller and any
other person required to file returns or reports of Taxes have duly and timely
filed (or will file prior to the Closing Date) all returns and reports of Taxes
required to be filed prior to such date, and all such returns and reports are
true, correct, and complete.  There are no liens for Taxes on any of the
Purchased Assets.  Seller has complied with all record keeping and tax reporting
obligations relating to income and employment taxes due with respect to
compensation paid to employees or independent contractors providing services to
the IZ Business.  Seller is not a "foreign person" within the meaning
of Section 1445(f)(3) of the Code.  There are no pending or, to Seller's
knowledge, threatened proceedings with respect to Taxes, and there are no
outstanding waivers or extensions of statutes of limitations with respect to
assessments of  Taxes.  No agreement or arrangement regarding compensation of
any employee providing services to the IZ Business provides for any payments
which could result in a nondeductible expense to the Buyer pursuant to
Section 280G of the Code or an excise tax to the recipient of such payment
pursuant to Section 4999 of the Code.

 4.18	Compliance with Law.  The operation of the IZ Business
has been conducted in all material respects in accordance with all applicable
laws, regulations and other requirements of Governmental Entities having
jurisdiction over the same.
4.19	Material Contracts.
(a)	Schedule 2.1(b) contains a list of all Contracts which
are material to the Business.
(b)	Except as would not, individually or in the aggregate,
have a Material Adverse Effect on the IZ Business, each Contract is a legal,
valid and binding agreement, and none of the Contracts is in default by its
terms or has been canceled by the other party; Seller is not in receipt of any
claim of default under any such Contract; and Seller does not anticipate any
termination or change to, or receipt of a proposal with respect to, any such
Contract as a result of the transactions contemplated hereby.  Seller has
furnished Buyer with true and complete copies of all such Contracts together
with all amendments, waivers or other changes thereto.  
4.20	Litigation; Other Claims.
(a)	There are no claims, actions, suits, inquiries,
proceedings, or investigations against Seller, or any of its officers, directors
or shareholders, relating to the IZ Business, the Purchased Assets or Seller's
employees which are currently pending or, to the best of Seller's knowledge,
threatened, at law or in equity or before or by any Governmental Entity, or
which challenges or seeks to prevent, enjoin, alter or materially delay any of
the transactions contemplated hereby, nor is Seller aware of any basis for such
claims, actions, suits, inquiries, proceedings, or investigations; and no
Governmental Entity has at any time challenged or questioned the legal right of
Seller to manufacture, offer or sell any of its products or services in the
present manner or style thereof.
(b)	There are no grievance or arbitration proceedings
pending or threatened, and there are no actual or threatened strikes or work
stoppages with respect to the IZ Business, the Purchased Assets or Seller's
employees, nor is Seller aware of any basis for such proceedings or events.
4.21	Defaults.  Seller is not in default under or with
respect to any judgment, order, writ, injunction or decree of any court or any
Governmental Entity which could reasonably be expected to have a Material
Adverse Effect on the IZ Business or any of the Purchased Assets.  There does
not exist any default by Seller or by any other Person, or event that, with
notice or lapse of time, or both, would constitute a default under any agreement
entered into by Seller as part of the operations of the IZ Business which could
reasonably be expected to have a Material Adverse Effect on the IZ Business or
the Purchased Assets, and no notices of breach thereof have been received by
Seller.
4.22	Schedules.  The schedules describing the Purchased
Assets are complete and accurate and describe the assets in the possession of,
or used by Seller in connection with the IZ Business.  The property listed in
such Schedules constitutes all of the tangible and intangible property necessary
for the conduct by Seller of the IZ Business.
4.23	Full Disclosure.  Seller is not aware of any facts
pertaining to the Purchased Assets which affect the IZ Business or the Purchased
Assets in a materially adverse manner or which will in the future affect the IZ
Business or the Purchased Assets in a materially adverse manner.  Neither this
Agreement nor any other agreement, exhibit, schedule or officer's certificate
being entered into or delivered pursuant to this Agreement contains any untrue
statement of a material fact or omits to state any material fact necessary in
order to make the statements contained in such document not misleading.
4.24	Brokers and Finders.  Neither Seller nor any of its
officers, directors or employees has employed any broker or finder or incurred
any liability for any brokerage fee, commission or finder's fee in connection
with the transactions contemplated by this Agreement.
4.25	Fair Consideration; No Fraudulent Conveyance.  The sale
of the Purchased Assets pursuant to this Agreement is made in exchange for fair
and equivalent consideration.  Seller is not now insolvent and will not be
rendered insolvent by the sale, transfer and assignment of the Purchased Assets
pursuant to the terms of this Agreement.  Seller is not entering into this
Agreement or any of the other agreements referenced in this Agreement with the
intent to defraud, delay or hinder its creditors and the consummation of the
transactions contemplated by this Agreement, and the other agreements referenced
in this Agreement, will not have any such effect.  The transactions contemplated
in this Agreement or any agreements referenced in this Agreement will not
constitute a fraudulent conveyance, or otherwise give rise to any right of any
creditor of Seller to any of the Purchased Assets after the Closing.
4.26	Insurance.  The Seller Disclosure Schedule lists all
insurance policies and fidelity bonds covering the Purchased Assets.  There is
no claim by Seller pending under any of such policies or bonds as to which
coverage has been questioned, denied or disputed by the underwriters of such
policies and bonds.  All premiums due and payable under all such policies and
bonds have been paid and Seller is otherwise in material compliance with the
terms of such policies and bonds (or other policies and bonds providing
substantially similar insurance coverage).  There is no threatened termination
of, or material premium increase with respect to, any of such policies.
5.	Representations and Warranties of Buyer

	Buyer represents and warrants to Seller as follows:

5.1	Organization.  Buyer is a corporation duly formed and
validly existing under the laws of Delaware and has full corporate power and
authority and the legal right to execute and deliver this Agreement and all of
the other agreements and instruments to be executed and delivered by Buyer
pursuant hereto, and to consummate the transactions contemplated hereby and
thereby.
5.2	Authority.  The execution and delivery of this Agreement
(and all other agreements and instruments contemplated hereunder) by Buyer, the
performance by Buyer of its obligations hereunder and thereunder, and the
consummation by Buyer of the transactions contemplated hereby and thereby have
been duly authorized by all necessary action by the Board of Directors of Buyer,
and no other act or proceeding on the part of Buyer or its shareholders is
necessary to approve the execution and delivery of this Agreement and such other
agreements and instruments, the performance by Buyer of its obligations
hereunder and thereunder and the consummation of the transactions contemplated
hereby and thereby.  The signatory officers of Buyer have the power and
authority to execute and deliver this Agreement and all of the other agreements
and instruments to be executed and delivered by Buyer pursuant hereto, to
consummate the transactions hereby and thereby contemplated and to take all
other actions required to be taken by Buyer pursuant to the provisions hereof
and thereof.
5.3	Execution and Binding Effect.  This Agreement and the
Note have been duly and validly executed and delivered by Buyer and constitutes,
and the other agreements and instruments to be executed and delivered by Buyer
pursuant hereto, upon their execution and delivery by Buyer, will constitute
(assuming, in each case, the due and valid authorization, execution and delivery
thereof by Seller), legal, valid and binding agreements of Buyer, enforceable
against Buyer in accordance with their respective terms, except as
enforceability may be limited by bankruptcy, insolvency, moratorium, or other
laws affecting the enforcement of creditors' rights generally or provisions
limiting competition, and by equitable principles.
5.4	Consent and Approvals.  There is no requirement
applicable to Buyer to make any filing, declaration or registration with, or to
obtain any permit, authorization, consent or approval of, any Governmental
Entity as a condition to the lawful consummation by Buyer of the transactions
contemplated by this Agreement and the other agreements and instruments to be
executed and delivered by Buyer pursuant hereto, except for filings (a) which
are referred to in the Seller Disclosure Schedule or (b) the failure of making
which would not have a Material Adverse Effect on the transactions contemplated
hereby.
5.5	No Violation.  Neither the execution, delivery and
performance of this Agreement and of all the other agreements and instruments to
be executed and delivered pursuant hereto, nor the consummation of the
transactions contemplated hereby or thereby, will, with or without the passage
of time or the delivery of notice or both, (a) conflict with, violate or
result in any breach of the terms, conditions or provisions of the Certificate
of Incorporation or Bylaws of Buyer, (b) conflict with or result in a
violation or breach of, or constitute a default or require consent of any Person
(or give rise to any right of termination, cancellation or acceleration) under,
any of the terms, conditions or provisions of any notice, bond, mortgage,
indenture, license, franchise, permit, agreement, lease or other instrument or
obligation to which Buyer is a party or by which Buyer or any of its properties
or assets may be bound, or (c) violate any statute, ordinance or law or any
rule, regulation, order, writ, injunction or decree of any Governmental Entity
applicable to Buyer or by which any of its properties or assets may be
bound.
6.	Covenants.
6.1	Access to Information.
(a)	Prior and subsequent to the Closing, Seller will
permit Buyer to make a full and complete investigation of the Purchased Assets
and to receive from Seller all information of Seller relating to the Purchased
Assets or reasonably related to Seller's conduct of the IZ Business.  Without
limiting this right, Seller will give to Buyer and its accountants, legal
counsel, and other representatives full access, during normal business hours, at
a mutually agreeable location arranged in advance, to all of the books, records,
files, documents, properties, and contracts of Seller relating to the Purchased
Assets or reasonably related to Seller's conduct of the IZ Business and allow
Buyer and any such representatives to make copies thereof, all of which shall be
made available in an organized fashion and so as to facilitate an orderly
review.  This Section 6.1 shall not affect or be deemed to modify any
representation or warranty contained herein or the conditions to the obligations
of the parties to consummate the transactions contemplated by this Agreement.
Seller shall maintain and make available the information and records specified
in this Section 6.1(a) in the ordinary course of Seller's business and document
retention policies, as if the transactions contemplated by this Agreement had
not occurred.
(b)	At all times following the Closing, each party shall
provide the other party (at such other party's expense) with such reasonable
assistance, including the provision of available relevant records or other
information and reasonable access to and cooperation of any employees, as may be
reasonably requested by either of them in connection with the preparation of any
financial statement or tax return, any audit or examination by any taxing
authority, or any judicial or administrative proceeding relating to liability
for Taxes.
6.2	Third Party Consents.  Seller and Buyer shall use
commercially reasonable efforts to obtain, within the applicable time periods
required, all Required Consents, waivers, permits, consents and approvals and to
effect all registrations, filings and notices with or to third parties or
Governmental Entities which are necessary to consummate the transactions
contemplated by this Agreement so as to preserve all rights of, and benefits to,
the Buyer in the Purchased Assets.  Nothing in this Agreement shall be construed
as an assignment of, or an attempt to assign to Buyer, any contract (or rights
therein) or Governmental Entity authorization which, as a matter of law or by
its terms, is (i) not assignable, or (ii) not assignable without the
approval or consent of the issuer thereof or the other party or parties thereto,
without first obtaining such approval or consent (collectively, "Non-
Assignable Rights").  In connection with such Non-Assignable Rights, and
without prejudice to the rights of Buyer elsewhere in this Agreement, Seller
shall, at the request of Buyer:
(a)	apply for and use all reasonable efforts to obtain all
consents or approvals contemplated by the Purchased Assets (or rights therein)
or Governmental Entity authorization, in a form satisfactory to Buyer acting
reasonably;
(b)	co-operate with Buyer in any reasonable and lawful
arrangements designed to provide the benefits of such Non-Assignable Rights to
Buyer, including holding any such Non-Assignable Rights in trust for Buyer or
acting as agent for Buyer;
(c)	enforce any rights of Seller arising from such Non-
Assignable Rights against the issuer thereof or the other party or parties
thereto;
(d)	take all such actions and do, or cause to be done, all
such things at the request of Buyer as shall reasonably be necessary and proper
in order that the value of any Non-Assignable Rights shall be preserved and
shall enure to the benefit of Buyer; and
(e)	pay over to Buyer, all monies collected by or paid to
Seller in respect of such Non-Assignable Rights. 
If Seller is unable to lawfully provide the benefit of any Non-Assignable
Right to Buyer, it shall not, at any time, use such Non-Assignable Right for its
own purposes or assign or provide the benefit of such Non-Assignable Right to
any other party. 
6.3	Certain Notifications.  At all times prior to the
Closing, Seller and Buyer shall promptly notify the other party in writing of
the occurrence of any event which will result, or has a reasonable prospect of
resulting, in the failure to satisfy any of the conditions specified in Section
8 or Section 9 of this Agreement.
6.4	Best Efforts.  The Seller shall use its commercially
reasonable best efforts (i) to cause to be fulfilled and satisfied all of
the conditions to the Closing set forth in Section 8 below, (ii) to cause
to be performed all of the matters required of it at the Closing and
(iii) to cause the Contracts to be assigned to Buyer.
6.5	Tax Returns.  Seller shall, to the extent that failure
to do so could adversely affect Buyer, the IZ Business or the Purchased Assets
following Closing, (a) continue to file in a timely manner all returns and
reports relating to Taxes, and such returns and reports shall be true, correct
and complete and shall be subject to the review and consent of Buyer which
consent shall not be unreasonably withheld, and (b) be responsible for and
pay when due any and all Taxes attributable to or imposed upon Seller or any of
its direct or indirect subsidiaries, or attributable to or imposed upon the
Purchased Assets for any period (or portion thereof) through and including the
Closing Date, including, without limitation, any Taxes attributable to or
arising from the transactions contemplated by this Agreement.  In the event
Buyer makes any payment in respect of such Taxes as a result of Seller's failure
to pay such Taxes when due, there shall be a partial forgiveness of the Note as
set forth in Section 2.6(b) above.
6.6	Post-Closing Access to Information.  If, after the
Closing Date, in order properly to operate the IZ Business or prepare documents
or reports required to be filed with governmental authorities or Buyer's
financial statements, it is necessary that Buyer obtain additional information
within Seller's possession relating to the Purchased Assets or the IZ Business,
Seller will furnish or cause its representatives to furnish such information to
Buyer.  Such information shall include, without limitation, all agreements
between Seller and any Person relating to the IZ Business. Seller shall maintain
and make available the information and records specified in this Section 6.6 for
a period of five (5) years after the Closing Date.
6.7	Post-Closing Cooperation.  Seller agrees that, if
reasonably requested by Buyer, it will cooperate with Buyer, at Buyer's expense,
in enforcing the terms of any agreements between Seller and any third party
involving the IZ Business, including without limitation terms relating to
confidentiality and the protection of intellectual property rights.  In the
event that Buyer is unable to enforce its intellectual property rights against a
third party as a result of a rule or law barring enforcement of such rights by a
transferee of such rights, Seller agrees to reasonably cooperate with Buyer by
assigning to Buyer such rights as may be required by Buyer to enforce its
intellectual property rights in its own name.  If such assignment still does not
permit Buyer to enforce its intellectual property rights against the third
party, Seller agrees to initiate proceedings against such third party in
Seller's name, provided that Buyer shall be entitled to participate in such
proceedings and provided further that Buyer shall be responsible for the
expenses of such proceedings.
6.8	No Post-Closing Retention of Copies.  Immediately after
the Closing, Seller shall deliver to Buyer or destroy copies of Purchased Assets
in Seller's possession that are in addition to copies delivered to Buyer as part
of the Closing, whether such copies are in paper form, on computer media or
stored in another form; provided, however, that Seller may retain and use
copies of financial books and records relating to the IZ Business as well as
other documents required by law to be kept by Seller for the sole purpose of
preparing its financial statements and other reports required by applicable law.
The Seller shall not be permitted to use the financial books and records of the
IZ Business for any other reason.
6.9	Public Announcements.  On and prior to the Closing Date,
Buyer and Seller shall advise and confer with each other prior to the issuance
of any reports, statements or releases concerning this Agreement (including the
exhibits and schedules hereto) and the transactions contemplated herein.
Neither Buyer nor Seller will make any public disclosure prior to the Closing or
with respect to the Closing unless both parties agree on the text and timing of
such public disclosure; provided, however, that nothing contained herein
shall prevent either party at any time from furnishing any information to any
Governmental Entity.  Immediately after this Agreement is signed, both parties
will make public announcements to their respective share exchanges; the text of
such public announcements will be reviewed by the parties prior to release.
6.10	Post-Closing Actions.  Subsequent to the Closing Date,
Seller shall, from time to time, execute and deliver, upon the request of Buyer,
all such other and further materials and documents and instruments of
conveyance, transfer or assignment as may reasonably be requested by Buyer to
effect, record or verify the transfer to, and vesting in Buyer, of Seller's
right, title and interest in and to the Purchased Assets, free and clear of all
Liens, in accordance with the terms of this Agreement.
6.11	Financial Statements.  In the event
Buyer is required by the rules and regulations promulgated by the U.S.
Securities and Exchange Commission to produce any financial statements covering
a period or periods prior to the Closing Date, then Seller at Buyer's expense
shall assist Buyer in the preparation thereof as reasonably requested by Buyer.

6.12	Permits.  Seller will assist Buyer in
obtaining any licenses, permits or authorizations required for carrying on the
IZ Business but which are not transferable.
6.13	Taxes. Seller shall be responsible for
paying, shall promptly discharge when due, and shall reimburse, indemnify and
hold harmless Buyer from, any sales or use, transfer, real property gains,
excise, stamp, or other similar Taxes arising from, imposed on or attributable
to the transactions contemplated by this Agreement, and any other Taxes which
are due or properly accrued with respect to all periods (or portions thereof)
prior to and including the Closing Date, and at the request of Buyer, Seller
shall provide Buyer with proof of such payment.
7.	Employee Matters

7.1	Transferred Employees.

(a)	Offer of Employment.  Subject to and
in accordance with the provisions of this Section 7, Buyer may offer employment
to any or all of the employees who are employed by Seller in the IZ Business as
of the date of this Agreement (the "Employees").  Seller agrees
that it will cooperate with Buyer to identify those employees of Seller who are
necessary for the conduct the IZ Business.  Prior to the Closing, Buyer, after
notice to Seller as to the timing and method of contact, shall have the right to
contact any or all of the Employees for the purposes of making offers of
employment with Buyer (or any Affiliate designated by Buyer) after the Closing
Date and receiving written acceptances of such employment (in each case
contingent on consummation of the transactions contemplated by this Agreement).
Upon Closing, Buyer (or any Affiliates designated by Buyer) shall hire those
Employees to whom it has made an offer in accordance with this Section 7.1 and
who accept such offer in the manner and within the time frame reasonably
established by Buyer. Each such Employee who is employed by Seller on the
Closing Date and who actually transfers to employment with Buyer (or any
Affiliate designated by Buyer) at or after the Closing Date as a result of an
offer of employment made by Buyer is hereafter referred to as a
"Transferred Employee."  Transferred Employees shall not
include any person on a disability leave of more than twenty-six (26) weeks.  On
a periodic basis following the date of this Agreement and prior to the Closing,
Buyer shall advise Seller of its intentions with respect to the employees it
desires to extend or has extended offers to and the general status of
discussions with such employees.  Buyer hereby notifies Seller of Buyer's intent
to offer employment to all Employees set forth on Schedule 7.1(a) on terms
and conditions substantially equivalent to, or greater than, such Employees'
current terms and conditions of employment.  Notwithstanding such periodic
disclosures made to Seller, Buyer shall not be obligated to hire any employee
unless an offer of employment is subsequently made to, and accepted by, such
employee; in addition, Buyer shall have no obligation to hire any employees of
Seller after the Closing Date.
(b)	Transition.  Seller hereby agrees that
it will not terminate the employment of any Employee prior to the Closing;
provided, however, that Seller will terminate the employment of Ronald Dan Berst
and Philip Bane immediately prior to the Closing.  The employment by Seller of
the Transferred Employees shall end at the close of business on the Closing Date
and the employment of the Transferred Employees by Buyer shall commence at
12:01 a.m. on the day after the Closing Date.  The terms of employment with
Buyer (or Buyer's Affiliates) shall be as mutually agreed to between each
Transferred Employee and Buyer (or Buyer's Affiliate, as the case may be),
subject to the provisions of this Section 7.1.  Between the date of this
Agreement and the Closing Date, Seller will provide each Transferred Employee
with the same level of compensation as that currently provided by Seller.  Buyer
shall have no obligation with respect to payments of salary, compensation,
wages, health or similar benefits, commissions, bonuses (deferred or otherwise),
severance (including any severance pay owed to Ronald Dan Berst and Philip
Howard Bane), stock or stock options or any other sums due to any Transferred
Employee that accrued as of or before the Closing Date.  Other than as listed on
Schedule 7.1(b), Seller will be fully responsible for all amounts payable
to any employee who is not a Transferred Employee, including (without
limitation) all termination payments, redundancy compensation, severance pay,
accrued vacation pay and other amounts payable in respect of the termination of
employment of any employee in connection with the sale of the Purchased Assets
to the Buyer.  In addition, Seller will be fully responsible for all amounts
owing to Transferred Employees prior to Closing.
(c)	Retention of Employees Prior to Closing.
Seller agrees to use reasonable efforts to retain the Employees as employees of
the IZ Business until the Closing Date, and to assist Buyer in securing the
employment after the Closing Date of those Employees to whom Buyer (or
designated by Buyer) makes or intends to make offers of employment under
subsection (a) above.  Seller shall not transfer any Employee to employment with
Seller outside of the IZ Business prior to the Closing or without the consent of
Buyer.  Seller shall notify Buyer promptly if, notwithstanding the foregoing,
any Employee terminates employment with Seller after the date of this Agreement
but prior to the Closing.  Buyer may request Seller to hire additional employees
for the IZ Business, in which case Seller will use commercial reasonable efforts
to identify and hire such employees.
7.2	Compensation and Benefits of Transferred Employees.
Coverage for Transferred Employees under Buyer's compensation and benefit plans
and other programs shall commence as of 12:01 a.m. on the day after the Closing
Date.  Buyer shall be free to establish its own employee benefit plans; Buyer
shall have no obligation to offer benefit plans of the same type or with terms
similar to or better than the terms of Seller's current employee benefit plans.
Buyer may, at its option, give each Transferred Employee credit for such
Transferred Employee's years of most recent continuous service with Seller for
purposes of determining participation and benefit levels under all of Buyer's
vacation policies and benefit plans and programs.
7.3	Other Employees of the IZ Business.  With respect to
each employee of the IZ Business as of the Closing Date who is not a Transferred
Employee (each a "Non-Transferred Employee"), Seller agrees to
either terminate such Non-Transferred Employee's employment with Seller,
effective prior to the Closing or offer such Non-Transferred Employee continued
employment with Seller other than in the IZ Business.  Seller further
acknowledges that the Non-Transferred Employees shall not be employees of Buyer
after the Closing.
7.4	No Right to Continued Employment or Benefits.  No
provision in this Agreement shall create any third party beneficiary or other
right in any Person (including any beneficiary or dependent thereof) for any
reason, including, without limitation, in respect of continued, resumed or new
employment with Seller or Buyer (or any Affiliate of Seller or Buyer) or in
respect of any benefits that may be provided, directly or indirectly, under any
plan or arrangement maintained by Seller, Buyer or any Affiliate of Seller or
Buyer.  Except as otherwise expressly provided in this Agreement, Buyer is under
no obligation to hire any employee of Seller, provide any employee with any
particular benefits, or make any payments or provide any benefits to those
employees of Seller whom Buyer chooses not to employ.
8.	Conditions to Buyer's Obligations


	The obligations of Buyer under this Agreement are subject to the
fulfillment, prior to or on the Closing Date, of each of the following
conditions, all or any of which may be waived by Buyer in writing, except as
otherwise provided by law:
8.1	Representations and Warranties True; Performance;
Certificate. 
(a)	The representations and warranties of Seller contained
in this Agreement shall be true and correct in all material respects as of the
Closing Date with the same effect as though such representations and warranties
had been made or given again at and as of the Closing Date;
(b)	Seller shall have performed and complied with all of
its agreements, covenants and conditions required by this Agreement to be
performed or complied with by them prior to or on the Closing Date;
(c)	The conditions set forth in this Section 8 have been
fulfilled or satisfied, unless otherwise waived in writing by Buyer; and
(d)	Buyer shall have received a certificate, dated as of
the Closing Date, signed and verified by an officer of Seller on behalf of
Seller certifying to the matters set forth in Sections 8.1(a) and 8.1(b)
above.
8.2	Consents.  All Governmental Authorizations, Required
Consents and consents required to transfer the Contracts to Buyer on the terms
and conditions provided to Seller, without change as a result of the transfer to
Buyer, shall have been obtained.
8.3	No Proceedings or Litigation.
(a)  No preliminary or permanent injunction or other order
shall have been issued by any Governmental Entity, nor shall any statute, rule,
regulation or executive order be promulgated or enacted by any Governmental
Entity which prevents the consummation of the transactions contemplated by this
Agreement.
(b)  No suit, action, claim, proceeding or investigation
before any Governmental Entity shall have been commenced and be pending against
any of the parties, or any of their respective Affiliates, associates, officers
or directors, seeking to prevent transactions contemplated by this Agreement,
including, without limitation, the sale of the Purchased Assets or asserting
that the sale of the Purchased Assets would be illegal or create liability for
damages or which may have a Material Adverse Effect on the IZ Business or the
Purchased Assets.
8.4	Documents.  This Agreement, the exhibits and schedules
attached hereto, and any other instruments of conveyance and transfer and all
other documents to be delivered by Seller at the Closing and all actions of
Seller required by this Agreement and the exhibit agreements, or incidental
thereto, and all related matters, shall be in form and substance reasonably
satisfactory to Buyer and Buyer's counsel and shall be in full force and
effect.
8.5	Governmental Filings.  The parties shall have made any
required filing with Governmental Entities in connection with this Agreement and
the exhibit agreements, and any approvals related thereto shall have been
obtained or any applicable waiting periods shall have expired.  If a proceeding
or review process by a Governmental Entity is pending in which a decision is
expected, Buyer shall not be required to consummate the transactions
contemplated by this Agreement until such decision is reached or rendered,
notwithstanding Buyer's legal ability to consummate the transactions
contemplated by this Agreement prior to such decision being reached or rendered.

8.6	No Material Adverse Change.  There shall have been no
material adverse change in the financial condition or results of operations of
the IZ Business on the Closing Date as compared with the date of this
Agreement.
8.7	Termination of Benefit Plans.  Seller shall have
provided Buyer with evidence, reasonably satisfactory to Buyer as to the
termination of all benefit plans and payments owing by Seller relating to all
Employees and the termination of all Non-Transferred Employees' benefit
plans.
8.8	Legal Opinion.  Buyer shall have
received a legal opinion from Maslon Edelman Borman & Brand, LLP, legal
counsel to Seller, dated the Closing Date, in a form satisfactory to Buyer.
8.9	Outside Financing.  Buyer shall have received equity
financing in an amount of no less than $1,000,000 in aggregate proceeds and on
terms satisfactory to Buyer prior to the Closing Date. 
8.10	Operations Manual.  Prior to the Closing Date, Buyer
shall have received and been assigned ownership of a written manual, produced by
PopMail at its own cost, detailing the operations of the IZ Publishing System
that is in form and substance satisfactory to Buyer.
8.11	Severance Due Transferred Employees. Seller shall have
agreed in writing to pay any Transferred Employee (including Ronald Dan Berst
and Philip Howard Bane) 50% of the severance due from Seller within ten (10)
business days of Closing and the remaining 50% within twenty (20) business days
of Closing.
9.	Conditions to Seller's Obligations


	The obligations of Seller under this Agreement are subject to the
fulfillment, prior to or on the Closing Date, of each of the following
conditions, all or any of which may be waived in writing by Seller, except as
otherwise provided by law:

9.1	Representations and Warranties True; Performance.
(a)	The representations and warranties of Buyer contained
in this Agreement shall be true and correct in all material respects as of the
Closing Date with the same effect as though such representations and warranties
had been made or given again at and as of the Closing Date;
(b)	Buyer shall have performed and complied with all of
its agreements, covenants and conditions required by this Agreement to be
performed or complied with by them prior to or on the Closing Date;
(c)	Seller shall have received a certificate, dated as of
the Closing Date, signed and verified by an officer of Buyer on behalf of Buyer
certifying to the matters set forth in Sections 9.1(a) and 9.1(b) above.
9.2	No Proceeding or Litigation.
(a)  No preliminary or permanent injunction or other order
shall have been issued by any Governmental Entity, nor shall any statute, rule,
regulation or executive order be promulgated or enacted by any Governmental
Entity which prevents the consummation of the transactions contemplated by this
Agreement.
(b)  No suit, action, claim, proceeding or investigation
before any Governmental Entity shall have been commenced and be pending against
any of the parties, or any of their respective Affiliates, associates, officers
or directors, seeking to prevent the sale of the Purchased Assets or asserting
that the sale of the Assets would be illegal or create liability for
damages.
9.3	Documents.  This Agreement, any other instruments of
conveyance and transfer and all other documents to be delivered by Buyer to
Seller at the Closing and all actions of Buyer required by this Agreement or
incidental thereto, and all related matters, shall be in form and substance
reasonably satisfactory to Seller and Seller's counsel.
9.4	Governmental Filings.  The parties shall have made any
filing required with Governmental Entities, and any approvals shall have been
obtained or any applicable waiting periods shall have expired.  If a proceeding
or review process by a Governmental Entity is pending in which a decision is
expected, Seller shall not be required to consummate the transactions
contemplated by this Agreement until such decision is reached or rendered,
notwithstanding Seller's legal ability to consummate the transactions
contemplated by this Agreement prior to such decision being reached or
rendered.
9.5	Fairness Opinion.   Seller shall have received an
opinion from its financial adviser, Duff & Phelps, stating that in the
opinion of such financial adviser, the terms of the Purchase are fair and
reasonable to the shareholders of Seller from a financial point of view.  Seller
shall bear all costs of obtaining such an opinion. 
9.6	Legal Opinion.  Seller shall have received a legal
opinion from Venture Law Group, A Professional Corporation, legal counsel to
Buyer, dated the Closing Date, in a form satisfactory to Seller.
10.	Indemnification.
10.1	Survival of Representations and Warranties.  All
covenants to be performed prior to the Closing Date, and all representations and
warranties in this Agreement or in any instrument delivered pursuant to this
Agreement shall survive the consummation of the transactions contemplated hereby
and continue until the two (2) year anniversary of the Closing Date (the
"Indemnification Termination Date"); provided that if
any claims for indemnification have been asserted with respect to any such
representations, warranties and covenants prior to the Indemnification
Termination Date, the representations, warranties and covenants on which any
such claims are based shall continue in effect until final resolution of any
claims, and provided, further, that representations, warranties
and covenants relating to Taxes shall survive until 30 days after expiration of
all applicable statutes of limitations relating to such  Taxes.  All covenants
to be performed after the Closing Date shall continue indefinitely.
Notwithstanding the foregoing, all representations, warranties and covenants in
this Agreement relating to Taxes shall continue until 30 days after expiration
of all applicable statutes of limitations. 
10.2	Indemnification of Buyer.  Subject to the limitations
set forth in this Section 10, from and after the Effective Time, Seller shall
protect, defend, indemnify and hold harmless Buyer and Buyer's Affiliates,
officers, directors, employees, representatives and agents (each of the
foregoing Persons is hereinafter referred to individually as a "Buyer
Indemnified Person" and collectively as "Buyer Indemnified
Persons") from and against any and all losses, costs, damages,
liabilities, fees (including without limitation reasonable attorneys' fees) and
expenses (collectively, the "Damages"), that any of the Buyer
Indemnified Persons incurs by reason of or in connection with any claim, demand,
action or cause of action alleging misrepresentation, breach of, or default in
connection with, any of the representations, warranties, covenants or agreements
of the Seller contained in this Agreement, including any exhibits or schedules
attached hereto, known to Buyer prior to the Indemnification Termination Date.
Damages in each case shall be net of the amount of any insurance proceeds and
indemnity and contribution actually recovered by Buyer.
10.3	Indemnification of Seller.  Subject to the limitations
set forth in this Section 10, from and after the Effective Time, Buyer shall
protect, defend, indemnify and hold harmless Seller and Seller's Affiliates,
officers, directors, employees, representatives and agents (each of the
foregoing Persons is hereinafter referred to individually as a "Seller
Indemnified Person" and collectively as "Seller Indemnified
Persons") from and against any and all Damages that any of the Seller
Indemnified Persons incurs by reason of or in connection with any claim, demand,
action or cause of action alleging misrepresentation or breach of any of the
representations or warranties of the Buyer contained in Section 5 of this
Agreement known to Seller prior to the Indemnification Termination Date.
Damages in each case shall be net of the amount of any insurance proceeds and
indemnity and contribution actually recovered by Seller.
10.4	Method of Asserting Claims.  All claims
for indemnification pursuant to this Section 10 shall be made in accordance with
the following provisions: 
Buyer or Seller, as applicable, shall deliver to Seller or
Buyer, respectively, at any time on or before the Indemnification Termination
Date, a certificate signed by any officer of Buyer or Seller, as applicable (an
"Officer's Certificate"):
(i)	stating that Buyer or Seller, as applicable, or any
other Buyer Indemnified Person or Seller Indemnified Person, respectively, has
paid or incurred Damages and
(ii)	specifying in reasonable detail the individual items
of Damages included in the amount so stated, the date each such item was paid or
incurred and the nature of the misrepresentation, breach of warranty or claim to
which such item is related.
Seller or Buyer, as applicable, shall have thirty (30) days to object in
writing to any claim or claims made in such Officer's Certificate pursuant to
Section 10.5 below.  After the expiration of such thirty-day period, if Seller
or Buyer, as applicable, has raised no objections, Seller or Buyer, as
applicable, shall deliver to Buyer or Seller, respectively, as promptly as
practicable, either cash or, in the case of Seller, written evidence of Seller's
partial forgiveness of the Note, in each case in an amount equal to such
Damages.
10.5	Resolution of Conflicts; Arbitration.

(i)	In case Seller or Buyer, as applicable, shall
object in writing to any claim or claims made in any Officer's Certificate,
Seller and Buyer shall attempt in good faith to agree upon the rights of the
respective parties with respect to each of such claims within 45 days after
Buyer's or Seller's receipt of the other party's written objection to the claim
pursuant to Section 10  (the "Negotiation Period").  If Seller
and Buyer should so agree during the Negotiation Period, a memorandum setting
forth such agreement shall be prepared and signed by both parties and funds
shall be distributed in accordance with the terms thereof.
(ii)	If no such agreement has been reached by the end of
the Negotiation Period, either Buyer or Seller may demand arbitration of the
matter unless the amount of the Damages is at issue in pending litigation with a
third party, in which event arbitration shall not be commenced until such amount
is ascertained by settlement or a non-appealable decision of a court of
competent jurisdiction or both parties agree to binding arbitration.  The
binding arbitration shall be conducted in King County, Washington if brought by
Seller and in Dallas County, Texas if brought by Buyer, in accordance with the
then-current Commercial Arbitration Rules of the American Arbitration
Association by one arbitrator appointed in accordance with said rules.  The
Arbitrator shall apply Washington law, without reference to rules of conflicts
of law or rules of statutory arbitration, to the resolution of any dispute. The
written decision of the arbitrator as to the validity and amount of any claim in
such Officer's Certificate shall be binding and conclusive upon the parties to
this Agreement, and notwithstanding anything in Section 10 hereof, the
parties shall be entitled to act in accordance with such decision and make or
withhold payments in accordance therewith.  The arbitrator shall award
reimbursement to the prevailing party in the arbitration of its reasonable
expenses of the arbitration (including costs and reasonable attorneys' fees).
The award of the arbitrator shall be the sole and exclusive monetary
remedy of the parties and shall be enforceable in any court of competent
jurisdiction.  Notwithstanding the foregoing, any party shall be entitled to
seek injunctive relief or other equitable remedies from any court of competent
jurisdiction.
10.6	Third Party Claims.  In the event either party becomes
aware of a third-party claim which such party believes may result in a demand
against the other party, such party shall notify the other party of such claim,
and the other party shall be entitled, at the other party's expense, to
participate in any defense of such claim; provided, however, that failure to so
notify the other party shall not relieve such other party from any liability it
has under this Agreement with respect to such third party claim.  Each party
shall have the right in its discretion to settle any such claim; provided,
however, that except with the written consent of the other party, no settlement
of any such claim with third-party claimants shall alone be determinative of the
validity of any claim against such other party.  In the event such other
party has consented in writing to any such settlement, such other party shall
have no power or authority to object under any provision hereof to the amount of
any claim by consistent with such settlement.
10.7	Exclusive Contractual Remedy.  Indemnification pursuant
to this Section 10 shall be the exclusive contractual remedy of Buyer and
Seller for any Damages; provided, however, that nothing herein shall limit the
liability of any officer or director of Seller for such person's fraud or
intentional misrepresentation.
11.	Miscellaneous.


11.1	Amendments and Waivers.  Any term
of this Agreement may be amended or waived with the written consent of the
parties or their respective successors and assigns.  Any amendment or waiver
effected in accordance with this Section 11.1 shall be binding upon the
parties and their respective successors and assigns.
11.2	Successors and Assigns.  The
terms and conditions of this Agreement shall inure to the benefit of and be
binding upon the respective successors and assigns of the parties.
Nothing in this Agreement, express or implied, is intended to confer upon any
party other than the parties hereto or their respective successors and assigns
any rights, remedies, obligations, or liabilities under or by reason of this
Agreement, except as expressly provided in this Agreement.
11.3	Governing Law; Jurisdiction.  This
Agreement and all acts and transactions pursuant hereto and the rights and
obligations of the parties hereto shall be governed, construed and interpreted
in accordance with the laws of the State of Washington, without giving effect to
principles of conflicts of law.  
11.4	Counterparts.  This Agreement may be
executed in two or more counterparts, each of which shall be deemed an original
and all of which together shall constitute one instrument.
11.5	Titles and Subtitles.  The titles and
subtitles used in this Agreement are used for convenience only and are not
to be considered in construing or interpreting this Agreement.
11.6	Notices.  Any notice required or
permitted by this Agreement shall be in writing and shall be deemed sufficient
upon receipt, when delivered personally or by courier, overnight delivery
service or confirmed facsimile, or forty-eight (48) hours after being deposited
in the regular mail as certified or registered mail (airmail if sent
internationally) with postage prepaid, if such notice is addressed to the party
to be notified at such party's address or facsimile number as set forth below,
or as subsequently modified by written notice, and (a) if to Buyer,  with a
copy to Craig E. Sherman, 4750 Carillon Point, Kirkland, Washington 98033 or
(b) if to Seller, with a copy to Philip J. Tilton, Maslon Edelman Borman
& Brand, LLP, 3300 Wells Fargo Center, Minneapolis, Minnesota 55402.
11.7	Berst Attorneys Fees.  PopMail agrees
to reimburse Ronald Dan Berst for reasonable legal fees and expenses as owed in
connection with the registration, drafting and execution of this Agreement, up
to a maximum of $10,000.
11.8	Severability.  If one or more
provisions of this Agreement are held to be unenforceable under applicable law,
the parties agree to renegotiate such provision in good faith, in order to
maintain the economic position enjoyed by each party as close as possible to
that under the provision rendered unenforceable.  In the event that the parties
cannot reach a mutually agreeable and enforceable replacement for such
provision, then (i) such provision shall be excluded from this Agreement,
(ii) the balance of the Agreement shall be interpreted as if such provision
were so excluded and (iii) the balance of the Agreement shall be
enforceable in accordance with its terms.
11.9	Entire Agreement.  This Agreement
and the documents referred to herein are the product of all of the parties
hereto, and constitute the entire agreement between such parties pertaining to
the subject matter hereof and thereof, and merge all prior negotiations and
drafts of the parties with regard to the transactions contemplated herein and
therein.  Any and all other written or oral agreements existing between the
parties hereto regarding such transactions are expressly canceled.
11.10	Advice of Legal Counsel.  Each party
acknowledges and represents that, in executing this Agreement, it has had the
opportunity to seek advice as to its legal rights from legal counsel and that
the person signing on its behalf has read and understood all of the terms and
provisions of this Agreement.  This Agreement shall not be construed against any
party by reason of the drafting or preparation thereof.



[Signature pages follow]
	This Agreement has been duly executed and delivered by the duly
authorized officers of Seller and Buyer as of the date first above written.














						JBII CORPORATION



						By:  	


						Name:  	


						Title:  	




						POPMAIL.COM, INC.



						By:  	


						Name:  	














						Title:  						















						IZ.com, Inc.



						By:  	


						Name:  	
































EX-10.56
28
exh1056.htm
EXHIBIT












Exhibit 10.56


LOAN AGREEMENT

	THIS LOAN AGREEMENT ("Agreement")
is made by and among GSI VENTURES, LLC, an Ohio limited liability company
("Lender"), POPMAIL.COM, INC., a Minnesota corporation
(the "Borrower"), SDK INVESTMENTS, INC., an Ohio
corporation ("SDKI"), POPMAIL NETWORKS, INC., a Texas
corporation ("PNI"), FAN ASYLUM, INC., a California corporation
("FAI") and CAFÉ ODYSSEY, LLC, a Minnesota limited liability
company ("COL") this 1st day of December, 2000.
RECITALS

	A.	Lender has agreed to loan Borrower up to the
principal amount of $1,200,000 and at Lender's option, in its sole and absolute
discretion, an additional principal amount of $2,800,000.

	B.	Borrower has agreed to borrow up to $1,200,000
from Lender and the additional $2,800,000 from Lender, to the extent that Lender
makes that amount available to Borrower.  

	C.	SDKI has acted as a finder in connection with the
loan to be made by Lender to Borrower and, as a result, Borrower has agreed to
pay SDKI a finder's fee consisting of cash and warrants to purchase Borrower's
common stock.  

	D.	PNI, FAI and COL are wholly owned subsidiaries of
Borrower and will materially benefit from the loan Borrower will receive from
Lender.

	E.	As a condition to Lender making a loan to Borrower,
Lender requires PNI, FAI and COL to execute this Agreement and be bound by
certain terms of this Agreement.

	IN CONSIDERATION of the premises, the mutual
covenants and agreements contained herein and other good and valuable
consideration, the receipt, sufficiency and adequacy of which are hereby
acknowledged, Lender, Borrower PNI, FAI, COL, and SDKI hereby covenant and agree
as follows:  
ARTICLE I
THE LOAN




Agreement to Borrow and Lend.  Subject
to all of the terms, provisions, conditions, covenants and agreements contained
in this Agreement, Lender agrees to make a loan to Borrower (the
"Loan") in the principal amount of at least Four Hundred
Thousand Dollars ($400,000) and for a period of 270 days from the date hereof,
at Lender's option and in its sole and absolute discretion, an additional
principal amount of Three Million Eight Hundred Thousand Dollars ($3,600,000)
(collectively, the "Loan Proceeds"), which shall be used in
accordance with the terms set forth herein.  Subject to all of the terms,
provisions, conditions, covenants and agreements contained in this Agreement,
Borrower agrees to borrow from Lender Loan Proceeds that Lender offers to
Borrower within 270 days from the date hereof.

Closing.  The Loan Proceeds shall be distributed
in increments as determined by the Lender, in its sole and absolute discretion
of at least $100,000, at one or more closings (each a
"Closing"), the first of which shall occur on November 30,
2000, or on such other date as the parties shall agree (the "Initial
Closing").   

Convertible Promissory Notes.  The Loan will be
evidenced by a series of convertible promissory notes (the
"Notes", or singularly a "Note") in the form
attached hereto as Exhibit A that will be executed by Borrower and
delivered to Lender.  

Interest.  The outstanding principal balance of
the Notes shall bear interest at a rate of Twelve Percent (12%) per annum as set
forth in the Notes. 

Payment Terms.  Accrued interest under the
Notes shall be due and payable in quarterly installments on February 1, 2001,
May 1, 2001, August 1, 2001 and November 1, 2001 and the entire outstanding
principal balance of the Loan, together with all accrued but unpaid interest
thereon, shall be due and payable in full on January 5, 2002 (the
"Maturity Date"). Notwithstanding anything to the contrary
contained herein, upon Lender's consent, which shall be made in its sole and
absolute discretion, Borrower may pay any portion of the quarterly installments
of accrued interest of the Loan with shares of Borrower's common stock, par
value $.01 per share (the "Common Stock").  The value of the
Common Stock used to pay any quarterly installments of accrued interest shall be
determined by the closing sale price of the Common Stock as reported by Nasdaq
on the preceding trading day before the quarterly installment is paid.

Conversion Right.  The Lender shall have the right
to convert all or any portion of the debt evidenced by the Notes into Borrower's
Common Stock in accordance with the terms of the Notes.


ARTICLE II

WARRANTS TO PURCHASE COMMON STOCK

	2.1.	Warrant to Purchase Common Stock to
Lender.  The Borrower hereby agrees to issue to Lender as a part of
the consideration for Lender making the Loan to Borrower, a warrant to purchase
the number of shares of Common Stock equal to fifty percent (50%) of the
aggregate face value of each Note and in the form attached hereto as Exhibit
B (the "Lender Warrant"). 




Warrant to Purchase Common Stock to SDKI.
As partial consideration for introducing the Borrower to the Lender, the
Borrower hereby agrees to issue to SDKI a warrant to purchase the number of
shares of Common Stock equal to ten percent (10%) of the aggregate face value of
each Note and in the form attached hereto as Exhibit C ("SDKI
Warrant" and together with the Lender Warrant, the
"Warrants").  

Share Calculation For Warrants; Strike Price;
Issuance.  For purposes only of determining the number of shares which shall
be granted upon exercise of the Warrants, the Common Stock shall be deemed to
have a value of $1.00 per share.  The strike price for each Lender Warrant shall
be 120% of the Market Price (as that term is defined in the Notes), and the
strike price for each SDKI Warrant shall be the Market Price.  The Borrower
shall issue each Warrant at the Initial Closing and each subsequent Closing.
The Warrants shall be exercisable for a period of at least five
years.


ARTICLE III
BORROWER'S REPRESENTATIONS AND WARRANTIES

	The Borrower hereby represents and warrants to
Lender that the following are true and correct as of the date hereof and shall
be true and correct as of the date of the Initial Closing and any subsequent
Closing and shall remain true and correct during the term of all of the Loan
Documents (as defined below):  

3.1	Borrower and each of its subsidiaries and affiliates
(a) is a duly organized and validly existing corporation in good standing under
the laws of the jurisdiction of its formation, (b) has the power and authority
and the legal right to own its property and assets and to transact the business
in which it is engaged and (c) is duly qualified as a foreign corporation  or
otherwise licensed and authorized to transact business and in good standing in
each jurisdiction where the ownership, leasing or operation of property or the
conduct of its business requires such qualification and where the failure to be
so qualified, licensed or authorized would have a material adverse effect on the
condition (financial or otherwise), prospects, assets or properties of Borrower,
any subsidiary or affiliate. All subsidiaries and affiliates of the Borrower are
listed on Item 3.1 of the Disclosure Schedule.  The term
"affiliate" shall have the meaning ascribed thereto under Rule 12b-2
promulgated under the Exchange Act of 1934, as amended.



3.2  The execution, delivery and performance of this Agreement, the Notes and
the Warrants and any and all other security agreements, pledge agreements,
financing statements, certificates or instruments contemplated herein
(collectively "Loan Documents") executed and delivered by the
Borrower or its affiliates have been authorized by all necessary corporate
actions and do not and will not contravene any legal or contractual restriction
binding on the Borrower or any of its property or its assets.

3.3  The Borrower and each of its subsidiaries and affiliates has the power
to take all actions contemplated hereby (including but not limited to the
issuance of the Warrants and Notes, the right of first refusal granted to Lender
to participate in any security issuances and the granting of the security
interests in the Collateral (as defined below)) to execute, deliver and carry
out the terms and provisions of each Loan Document to which it is a party and
has taken all necessary actions to authorize the execution, delivery and
performance by it of each Loan Document to which it is a party and all acts
contemplated hereby. The Loan Documents when executed and delivered by the
Borrower and its subsidiaries and affiliates will constitute the legal, valid
and binding obligation of the Borrower and its subsidiaries and affiliates (as
the case may be) and is, or will be upon execution, enforceable against the
Borrower and its subsidiaries and affiliates (as the case may be) in accordance
with their respective terms, except to the extent that enforcement may be
limited by applicable bankruptcy, insolvency, reorganization or other similar
laws affecting creditors rights generally.  

3.4  The execution, delivery or performance by the Borrower and its
subsidiaries and affiliates of each Loan Document, and compliance by the
Borrower and its subsidiaries and affiliates with the terms and provisions
hereof and thereof, (a) do not contravene any provision of any law, statute,
rule or regulation or any order, writ, injunction or decree of any court or
governmental instrumentality applicable to the Borrower, any subsidiary or
affiliate, (b) do not conflict with or result in any breach of any of the terms,
covenants, conditions or provisions of, or constitute a default under, or result
in the creation or imposition of (or the obligation to create or impose) any
lien (other than as contemplated by the Loan Documents) upon any of the property
or assets of the Borrower, any subsidiary or affiliate pursuant to the terms of
any material indenture, mortgage, deed of trust, credit agreement, loan
agreement or other agreement, contract or instrument to which the Borrower, any
subsidiary or affiliate is a party or by which the Borrower, any subsidiary or
affiliate or any of their respective properties or assets is bound or to which
the Borrower, any subsidiary or affiliate may be subject and (c) do no violate
any provision of the Certificate of Incorporation, Articles of Organization,
operating agreement, bylaws or regulations of the Borrower, any subsidiary and
affiliate. 

3.5  The authorization, issuance, sale and delivery of the shares of Common
Stock issuable upon conversion of the Notes and upon exercise of the Warrants
has been duly authorized by all requisite corporate action on the part of the
Borrower.  The shares of the Common Stock issuable upon conversion of the Notes
and upon exercise of the Warrants upon their issuance in accordance with the
Notes and the Warrants, respectively, will be validly issued, fully paid and
nonassessable.  Any shares of Common Stock issued in accordance with the terms
of the Notes for payment of quarterly installments of acquired interest will be
validly issued, fully paid and nonassessable.

3.6  Except as disclosed in Schedule 3.6, there are no actions, suits or
proceedings pending or, to the  knowledge of the Borrower, threatened against
Borrower, any subsidiary  or affiliate  (a) with respect to the Loan Documents,
any of the Collateral (as defined below) or the transactions contemplated hereby
or (b) that are, either individually or in the aggregate, reasonably likely to
have a material adverse effect on the condition (financial or otherwise),
prospects, assets or properties of Borrower, any subsidiary or affiliate.

3.7  All balance sheets, income statements, financial statements, operating
statements and other financial data pertaining to Borrower or its subsidiaries
or affiliates (the "Financial Information") that have been
delivered (or will be delivered) to Lender by or on behalf of Borrower are or
will be accurate and complete in all material respects, are or will be in
accordance with the books and records of Borrower and its subsidiaries and
affiliates, and accurately present or will present the financial condition,
results of operations and changes in financial position of the person or entity
to which they pertain as of their respective dates and there has been no
material change with respect thereto.  All Financial Information delivered to
Lender is and shall be prepared in accordance with the generally accepted
accounting principles, consistently applied.

3.8  None of the Borrower's reports and documents heretofore filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended, and the Securities Exchange Act of 1934, as amended, contained at the
time they were filed  any untrue statement of a material fact or omitted to
state any material fact required to be stated therein or necessary to make the
statements made therein, in light of the circumstances under which they were
made, not misleading.



3.9  The Borrower and its subsidiaries and affiliates own and
possess adequate and enforceable rights to use all patents, patent applications,
trademarks, trademark applications, trade names, service marks, logos,
copyrights, copyright applications, licenses, inventions, software, programs,
know-how (including trade secrets and other unpatented and/or unpatentable
proprietary or confidential information, systems or procedures) and other
similar rights and proprietary knowledge (collectively,
"Intangibles") necessary for the conduct of their respective
businesses.  Borrower and its subsidiaries and affiliates have the unrestricted
right to use all of the Intangibles.  Borrower and its subsidiaries and
affiliates are not infringing upon or in conflict with any right of any other
person or entity with respect to any Intangibles and the Borrower and its
subsidiaries and affiliates are not subject to any outstanding order, decree,
judgment or stipulation with respect to the Intangibles.  No proceedings have
been instituted or are pending or, to Borrower's knowledge, threatened which
challenge the validity or rights of Borrower or its subsidiaries and affiliates
to any of the Intangibles, and Borrower has no knowledge of any infringement by
others of any of the Intangibles.  All of the Intangibles are valid, enforceable
and free and clear of any attachments or liens and all claims, restrictions and
demands of any other person, firm or corporation, including attorneys' fees for
past services, expenses and government fees.  None of the past or present
employees, officers, directors, or shareholders of Borrower, any subsidiary or
affiliate has any rights in any Intangibles.  Borrower and its subsidiaries and
affiliates have not granted any outstanding license or other rights to any of
the Intangibles, except those licenses granted in the ordinary course of
business, and are not liable, and have not made any contract or arrangement
whereby they may become liable, to any person for any royalty or other
compensation for the use of any Intangibles.  The trade secrets and processes
and procedures of Borrower and its subsidiaries and affiliates which are
necessary to the operation of Borrower and its subsidiaries and affiliates have
been reduced to writing, to the extent practical, and will remain available for
use by Borrower and its subsidiaries and affiliates after the date of the
Initial Closing and any subsequent Closing. 

3.10	All factual information heretofore or
contemporaneously furnished by the Borrower, any subsidiary or affiliate to
Lender (including, without limitation, all information contained in this
Agreement) for purposes of this Agreement or any transaction contemplated hereby
or thereby is, and all other such factual information hereafter furnished by the
Borrower, any subsidiary or affiliate to Lender for purposes of this Agreement
or any transaction contemplated herein will be, true and accurate in all
material respects on the date as of which such information is given and the
Borrower in good faith believes such information is not incomplete by omitting
to state any fact necessary to make such information not misleading at such time
in light of the circumstances under which such information was provided.



	3.11  The Borrower, each subsidiary and affiliate has filed all tax
returns required to be filed by it and has paid all income and franchise taxes
payable by it which have become due pursuant to such tax returns and all other
taxes and assessments payable by it which have become due, other than those not
yet delinquent and except for those contested in good faith and by appropriate
proceedings. The amounts shown on those tax returns fairly present the tax
position of the Borrower and such subsidiaries and the Borrower does not expect
any material adjustments or any amounts shown on such tax returns. Each of the
Borrower and each subsidiary or affiliate has paid, or has provided adequate
reserves (in the good faith judgment of the management of the Borrower) for the
payment of, all foreign, federal and state income and franchise taxes applicable
for all prior fiscal years of the Borrower and for the current fiscal year to
the date hereof. As of the date hereof, no tax lien has been filed, and, to the
knowledge of the Borrower, no claim is being asserted, with respect to any tax,
fee or other charge.

	3.12  All employee benefit plans, as defined in Section 3(3) of ERISA
(defined below) and which are maintained for employees by the Borrower, a
subsidiary or an ERISA Affiliate (defined below) ("Plan"), comply with
all relevant provisions of the Internal Revenue Code of 1986 (the
"Code") and ERISA; no Plan is insolvent or in reorganization; no Plan
has an accumulated or waived funding deficiency or has applied for an extension
of any amortization period within the meaning of Section 412 of the Code;
neither the Borrower nor any subsidiary nor any ERISA Affiliate has incurred any
liability to or on account of a Plan which is a single-employer plan as defined
in Section 4001 (a) (15) of ERISA pursuant to Section 4062, 4063, 4064 or a
multi employer plan pursuant to Sections 515, 4201 or 4204, of ERISA; no
proceedings have been instituted to terminate any plan; and no condition exists
which constitutes a prohibited transaction (as defined in Section 406 of ERISA
or Section 4975 of the Code) or a reportable event (as defined in Section 4043
of ERISA), or which is reasonably expected will result in the Borrower, any
subsidiary or an ERISA Affiliate of incurring a liability to or on account of a
Plan pursuant to any of the foregoing Sections of ERISA or the Code.  As of the
date of this Agreement, the aggregate present value of all accrued benefit
liabilities (as defined in Section 4001(a)(6) of ERISA) of all Plans which were
single-employer plans did not exceed the aggregate current value of all assets
of such Plans based upon estimated actuarial data that has been provided to the
Borrower by the consulting actuaries of the Plans, and as of the date of this
Agreement, there was no withdrawal liability (and would be no withdrawal
liability assuming a complete withdrawal from all such Plans) to any Plan which
is a multi employer plan.



	"ERISA" means the Employee Retirement Income
Security Act of 1974, as amended, and any successor statute of similar import,
together with regulations thereunder, in each case as in effect from time to
time. References to sections of ERISA also refer to any successor sections.

	"ERISA Affiliate" means any person (as defined
in Section 3 (9) of ERISA) (including each trade or business (whether or not
incorporated)) which together with the Company or any Subsidiary would be deemed
to be a "single employer" or a member of the same "controlled
group" of "contributing sponsors" within the meaning of Section
4001 of ERISA

	3.13  The Borrower and its subsidiaries and affiliates
are in compliance with all applicable statutes, regulations and orders of, and
all applicable restrictions imposed by, all governmental bodies, domestic or
foreign, in respect of the conduct of their businesses and the ownership of
their properties, except such noncompliance as would not, in the aggregate,
reasonably be expected to have a material adverse effect on the condition
(financial or otherwise), prospects,  assets or properties of Borrower or any
subsidiary or affiliate.

3.14  The Borrower and its subsidiaries and affiliates have
never conducted business under any names other than those set forth in Item
3.14 of the Disclosure Schedule. The addresses of all offices where any of
the Collateral is located is listed in Item 3.14 of the Disclosure
Schedule.  The chief executive office and the chief place of business for the
Borrower, each of its subsidiaries, and affiliates and the office where each
thereof keeps its books and records, is located at the address specified in
Item 3.14 of the Disclosure Schedule.

	3.15    As of the date the last Financial Information was
received by Lender from Borrower, except to the extent disclosed, reflected or
reserved against therein or in Item 3.15 of the Disclosure Schedule,
Borrower did not have any material liabilities or obligations, known or unknown,
secured or unsecured, whether accrued, absolute, contingent or otherwise. 

	3.16  Since the date the last Financial Information was
received by Lender from Borrower, there has been no material adverse change in
or to the business of Borrower or its subsidiaries or affiliates, or to the
operations, earnings, prospects, liabilities or relationships with suppliers,
distributors or customers of Borrower or its subsidiaries or affiliates.  There
is no presently existing condition with respect to Borrower or its subsidiaries
or affiliates which might be expected to have a material adverse effect on the
business or prospects of Borrower or its subsidiaries or affiliates or the
continued conduct of the business of Borrower or its subsidiaries or Affiliates
after the date of the Initial Closing or any subsequent Closing. 

	3.17  No order, consent, approval, license, authorization
or validation of, or filing, recording or registration with, or exemption by, or
other act by (except as have been obtained or made), any governmental or public
body or authority, or any subdivision thereof, is required to authorize, or is
required in connection with, (a) the execution, delivery and performance by the
Borrower or its subsidiaries or affiliates of any Loan Document or (b) the
legality, validity, binding effect or enforceability against the Borrower or its
subsidiaries or affiliates of any Loan Document.



3.18  Borrower shall use the Loan Proceeds exclusively for commercial reasons
that are expressly approved by Lender in accordance with Section 4.2 below.

3.19    Borrower or its subsidiaries and affiliates (as the case may be) are
the legal and beneficial owner of the Collateral, and the Collateral is free and
clear of all mortgages, security interests, liens, equities, encumbrances and
claims of every kind (collectively, the "Encumbrances") except
for the Encumbrances set forth on Item 4.7 of the Disclosure Schedule and
the liens of the Lender as set forth in this Agreement.  The Collateral is and
will remain free and clear of all Encumbrances of any nature whatsoever, except
for those set forth on Item 4.7 of the Disclosure Schedule and the liens
of the Lender as set forth in this Agreement.






All of the subsidiaries and affiliates of Borrower are wholly owned by
Borrower.





3.21  The security interest and leasehold mortgage in favor of the Borrower
on the real and personal property located at Kenwood Mall, Cincinnati, Ohio, is
a first and best lien on such personal property and leasehold and Borrower has
not and will not allow any Encumbrances on such property to be superior to
Borrower's mortgage and security interest.


ARTICLE IV
ADDITIONAL COVENANTS AND OTHER AGREEMENTS

	4.1.	Finder's Fee. Borrower shall pay to
SDKI a cash fee of ten percent (10%) of all the Loan Proceeds disbursed to
Borrower, which amount shall be paid from the proceeds disbursed to
Borrower.




Disbursement Approval.  All disbursements of Loan
Proceeds shall be approved in writing in advance by Lender, in its sole and
absolute discretion.  Prior to any use by the Borrower of the Loan Proceeds, or
any portion thereof, Borrower shall have received Lender's prior written
approval of such use, with such approval being determined by Lender in its sole
and absolute discretion.  Notwithstanding the foregoing provisions of this
Section 4.2, Borrower shall not need any approval from Lender with respect to
its use of the first $50,000 of Loan Proceeds received by Borrower.

Registration Rights.  Within 60 days of the date
hereof, Borrower shall have used its best efforts to cause a registration
statement covering the resale of the shares of Common Stock issuable upon
conversion of the Notes, exercise of the purchase rights under the Notes, used
for payment of the accrued interest on the Notes and  exercise of the Warrants
to have been declared effective by the Securities and Exchange Commission.  All
expenses of such registration, except fees for underwriting discounts and
selling commissions applicable to the resale of such Common Stock by Lender or
the holder of the Warrants, shall be borne by Borrower.  Lender and SDKI (and
their respective assigns) each agree to cooperate with the Borrower in the
preparation and filing of any such registration statement and in the furnishing
of information for inclusion therein, or in any efforts by the Borrower to
establish that the proposed sale is exempt under the Securities Act of 1933, as
amended, as to any proposed distribution.



4.4	Right of First Refusal.  As long as their
exists any principal or interest outstanding under the Notes, the Borrower
grants to the Lender a right of first refusal to participate as an investor in
any offering of Borrower's Common Stock, securities convertible into Common
Stock or any other equity securities of the Borrower (collectively, the
"Securities"). If the Borrower receives an executed letter of
intent or term sheet from any third party with respect to a sale or transfer of
Securities that the Borrower is willing to accept, the Borrower shall promptly
give written notice thereof to the Lender, including all essential terms and
conditions of such proposed offering.  The Lender shall then have ten (10) days
after receipt of such written notice to elect to enter into an agreement with
the Borrower to participate in the proposed offering on the same terms and
conditions as set forth in the Borrower's written notice.  If the Lender
declines to exercise its right of first refusal upon written notice from the
Borrower or fails to notify the Borrower within a 10-day period of an election
to invoke its right of first refusal, the Borrower shall have a period of 30
days to enter into an agreement with such third party from whom it has received
an executed letter of intent for the sale or transfer of the Securities on the
exact terms and conditions that were provided to Borrower in the notice.  In the
event that Borrower does not effect a transfer or sale of the Securities within
the specified thirty-day period, the Lender's right of first refusal shall
continue to be applicable to any subsequent sale or transfer of the Securities
by the Borrower. 

4.5.	Approval of Equity and Debt Issuances.
Borrower and its subsidiaries and affiliates shall not issue any securities,
including options to purchase  securities, or take on any debt (other than the
debt reflected by the Notes and trade payables incurred in the ordinary course
of business), without Lender's prior written approval, which approval shall be
given in Lender's sole and absolute discretion. 

4.6 	Board Seats.  Upon Lender's request, the Board
of Directors of Borrower (the "Board") shall take all necessary
and appropriate action to create up to two (2) new director seats of the Board
and appoint such persons as designated by Lender.  Additionally, for each
$1,400,000 of principal amount of Notes purchased by Lender in excess of
$1,200,000, Lender may, at its election, designate one (1) additional member of
the Board and the Board shall take all necessary and appropriate action to
create such director seats and appoint such persons designated by Lender;
provided, however, that Lender's election to designate such new members must be
made, if at all, within 30 days of the closing of the purchase of such
additional principal amounts of Notes.

4.7 	Security Agreements.  In connection with the
Loan made pursuant to this Agreement, the Notes shall be secured by a first and
best lien in all of the assets of the Borrower and its subsidiaries and
affiliates, including the shares of capital stock and membership interest in
Popmail Network, Inc., Fan Asylum, Inc. and Café Odyssey, LLC
(collectively, the "Collateral"); except for the Collateral set forth
in Item 4.7 of the Disclosure Schedule, which Lender shall have a lien
and security interest in, which shall be subordinated only to those persons or
entities identified in Item 4.7 of the Disclosure Schedule.  Borrower and
its subsidiaries and affiliates shall execute and deliver security agreements,
financing statements, pledge agreements and all other instruments and agreements
required by Lender that provide for a grant by Borrower and its subsidiaries and
affiliates to Lender of a security interest in all of the Collateral.   Borrower
shall take all other steps  necessary to keep such security interest in Lender
perfected and shall take no action to subordinate Lender's security interest to
any other person or entity without Lender's prior written approval.

4.8 	Default Under Loan Document.  In the event
that a default shall exist under any of the Loan Documents, Lender shall be
authorized to proceed with any and all remedies available to Lender thereunder.
A default under any of the Loan Documents shall constitute a default under each
other Loan Document and shall entitle Lender to pursue any and all remedies
under each or any of the Loan Documents.




Reserving Common Stock For Issuance.  The Borrower
shall at all times while the Warrants or the Lender's conversion and purchase
rights as set forth in the Notes are outstanding, reserve and keep available out
of its authorized but unissued stock, such number of duly authorized Common
Stock as shall be sufficient to effect the conversion rights and purchase rights
under the Notes and Warrants in accordance with their respective
terms.	

Reclassification of Common Stock.  The Borrower
covenants and agrees that in the event its present Common Stock shall be
reclassified, split, combined or otherwise changed, or in case of any
consolidation or merger of the Borrower with or into another corporation as a
result of which holders of Common Stock become entitled to receive securities or
other assets (including cash) with respect to or in exchange for their Common
Stock (other than a merger with a subsidiary in which merger the Borrower is the
continuing corporation and which does not result in any reclassification,
capital reorganization or other change of outstanding shares of Common Stock) or
in case of any sale, lease or conveyance to another corporation of the property
of the Borrower as an entirety or substantially as an entirety, the Borrower
shall make proper provision as a part of the terms of such reclassification,
split, combination, change, consolidation, merger or sale, that the holder of
the Warrants and the Notes will thereafter be entitled to convert it into the
same kind and amount of securities (including in that term, stock of any class
or classes) and other assets as may be issuable or distributable by the terms of
such reclassification, split, combination, change, consolidation, merger or
sale.



	4.11  	Financial Statements. The Borrower
shall: (i) Within 45 days of the end of each quarter, furnish Lender with any
and all filings with the Securities and Exchange Commission including but not
limited to Form 10Q, and  a No Default Certificate in the form which in a form
acceptable to Lender; (ii) within 90 days of its fiscal year end, furnish
audited copies of the Borrower's balance sheet, income statement, and statement
of cash flows as well as a copy of Borrower's Form 10K; and (iii) within 30 days
of filing, the Borrower's consolidated federal income tax return.

	4.12	Taxes, Assessments and Liabilities. The
Borrower shall pay all taxes, assessments, and other liabilities when due,
except for those which are contested in good faith. File all required federal,
state and local tax returns on a timely basis.

	4.13	Notice.  The Borrower shall give the
Lender prompt notice of any: (i) default of this or any other agreement or
contract under which the Borrower or any of its subsidiaries or affiliates are
liable; (ii) environmental penalty, claim or dispute involving more than
$25,000.00; (iii) litigation, government proceeding or investigation filed or
threatened against Borrower or any of its subsidiaries or affiliates, Lender its
directors and officers involving more than $25,000.00; (iv) reportable event
under ERISA; or (v) material change in the business prospects or financial
condition of the Borrower or any of its subsidiaries or affiliates.

	4.14	Corporate Existence and Status.  Borrower
shall maintain its and its subsidiaries' and affiliates' corporate existence and
remain in good standing under the laws of each jurisdiction where the Borrower
and its subsidiaries or affiliates are duly qualified to conduct its
business.

	4.15	Protection of Intellectual Property.
Borrower and its subsidiaries and affiliates shall take all measures necessary
to defend and protect the Intangibles, and not commit or permit any action that
may impair the value of the Intangibles.

	4.16	Liens.   Borrower and its subsidiaries and
affiliates shall not create or permit to exist any Encumbrance with respect to
the Collateral, except for liens created in favor of the Lender hereunder.

	4.17	Compliance with Laws.  Borrower and its
subsidiaries and affiliates shall keep, observe, satisfy and not suffer
violations of any and all  laws, statutes, ordinances and/or regulations.
	

	4.18	Operate in the Ordinary Course.  Borrower
and its subsidiaries and affiliates shall continue to operate their respective
businesses in the ordinary and customary course, and not take any actions which
materially alter the nature or scope of their respective businesses as conducted
on the date of the Initial Closing.

	4.19	Further Assurances.  Borrower and its
subsidiaries and affiliates shall provide Lender with such additional
information or documentation as Lender may request from time to time.
	4.20	Lender's Attorney's Fees.  At each
closing, Borrower shall pay Lender's attorney's fees it has incurred related to
the Loan up to a maximum of $10,000.
ARTICLE V
DEFAULT AND REMEDIES

	5.1.	Events of Default.  The occurrence
of any one or more of the following events or the existence of one or more of
the following conditions shall, upon 30 days written notice to Borrower,
constitute an "Event of Default" under this Agreement provided
that the events set forth in Sections 5.1(a), 5.1(c), 5.1(f), 5.1(e), 5.1(g),
5.1(h), 5.1(k), 5.1(l) and 5.1(n) shall constitute an Event of Default
immediately upon their occurrence and Lender shall not be required to provide
the 30 days' written notice for any such events:  



		(a)	Borrower shall fail to pay when due any
installment of principal or interest due under the Notes, whether due on the
date provided for therein or by acceleration or otherwise, or Borrower shall
fail to pay when due any other amounts due under any of the Loan Documents;









Any material breach of a representation or warranty made
in writing to Lender by Borrower or its subsidiaries or affiliates made herein,
in any Loan Documents or in connection with the making of the Loan; 
The breach, default or violation by Borrower or its
subsidiaries or affiliates of any obligation, agreement or covenant contained in
Loan Documents or any other agreements, certificates or writings executed in
connection herewith by Borrower or its subsidiaries or affiliates; unless the
same is cued within any applicable grace period; 

any material provision of any of the Loan Documents shall
at any time for any reason cease to be in full force and effect or shall be
declared to be null and void; 

any litigation or proceeding is pending which may
materially adversely affect the ability of Borrower, its subsidiaries or
affiliates to perform its obligations under the Loan Documents; 

 the failure of the Borrower or its subsidiaries or
affiliates to comply with any other covenants or agreements contained in any of
the Loan Documents and not herein specifically referenced, unless the same is
cured within any applicable grace period; 

a material part of the operations of the Borrower or any
of its subsidiaries or affiliates shall cease for a period of thirty days;


the liquidation, termination or dissolution of Borrower
or any of its subsidiaries or affiliates;

the occurrence of an event of default (as defined
therein) in any of the Loan Documents other than this Agreement;

the occurrence of any of the following transactions
concerning the Borrower without the prior written consent of the Lender (which
shall be given in its sole and absolute discretion): (i) the acquisition of the
Borrower by another entity by means of any transaction or series of related
transactions (including, without limitation, the transfer of more than 50% of
the voting power of the Borrower, reorganization, merger, consolidation); or
(ii) a sale of all or substantially all of the assets of the Borrower; unless
the Borrower's shareholders of record as constituted immediately prior to such
acquisition or sale will, immediately after such acquisition or sale (by virtue
of securities issued as consideration for the Borrower's acquisition or
otherwise) hold at least 50% of the voting power of the surviving or acquiring
entity;

the issuance of any securities by Borrower's subsidiaries
and affiliates without the prior written consent of the Lender; 

the occurrence of any of the following transactions
concerning the Borrower's subsidiaries or affiliates without the prior written
consent of the Lender: (i) the acquisition (in whole or in part) of any
subsidiary or affiliate of the Borrower by another entity or person by means of
any transaction or series of related transactions (including, without
limitation, the stock purchase, stock issuance, reorganization, merger,
consolidation); or (ii) a sale of all or substantially all of the assets of the
Borrower; 
Borrower's Common Stock is de-listed from the Nasdaq
National or SmallCap Market Systems; or 
if Lender shall reasonably deem itself to be insecure.






	5.2.	Remedies.  Upon the
occurrence of any Event of Default hereunder as above provided, and at any time
thereafter, all principal, interest and other amounts payable under the Notes
shall, at the option of Lender, become immediately due and payable without
presentment, demand, protest or other notice of any kind, all of which are
expressly waived by Borrower.  Lender may proceed with every remedy available at
law or in equity or provided for in the Loan Documents or in any other document
executed in connection with the Loan, in such order or sequence as Lender may
determine in its sole discretion, including concurrently, independently, or
successively, and all expenses incurred by Lender in connection with any remedy
shall be deemed indebtedness of Borrower to Lender including, but not limited
to, reasonable attorneys' fees incurred by Lender.  
ARTICLE VI
GENERAL PROVISIONS

	6.1.	Amendments.  No provision or term
of the Loan Documents may be amended, modified, revoked, supplemented, waived or
otherwise changed except by a written instrument duly executed by the party from
whom enforcement is sought.  

	6.2.	Borrower Not Released.  Without
affecting any obligation of Borrower under this Agreement, Lender without notice
or demand may renew, extend or otherwise change the terms and conditions of the
Loan.  

	6.3.	Severability.  Whenever possible,
each provision of the Loan Documents shall be interpreted so as to be effective
and valid under Ohio law.  Should any provision, covenant or agreement contained
in the Loan Documents be deemed invalid, illegal or unenforceable in any
jurisdiction, the validity, legality and enforceability of the remaining
provisions of the Loan Documents shall not be impaired thereby, nor shall the
validity, legality or enforceability of any such defective provision be in any
way affected or impaired in any other jurisdiction.  

	6.4.	Successors and Assigns Bound;
Assignment.  The covenants and agreements contained herein shall bind the
parties hereto and each of their respective successors and assigns.  Borrower
may not assign this Agreement without the prior written consent of Lender.
Subject to the foregoing restriction, this Agreement shall inure to the benefit
of Lender and SDKI, their successors and assigns.  

	6.5.	No Third Party Benefits.  This
Agreement is made for the sole benefit of Borrower, Lender, PNI, FAO, COL, SDKI
and their respective successors and assigns, and no other person or persons
shall have any rights or remedies under or by reason of this Agreement.  

	6.6.	Headings.  The captions and
headings of the paragraphs in the Agreement are for convenience only and are not
used to interpret or define the provisions of the Agreement.  

	6.7.	Governing Law.  This Agreement and
the Loan Documents or any other documents executed in connection with the loan
shall be governed by and interpreted in accordance with the laws of the State of
Ohio, without regard to Ohio's conflict of laws principles.  

	6.8.	Conflict.  Should any provision of
any other Loan Documents conflict with any provision of this Agreement, the
provision selected by Lender, in its sole discretion, shall govern and shall be
controlling.  

6.9 	Jurisdiction.  Borrower, by its execution
hereof (i) hereby irrevocably submits to the exclusive jurisdiction of the State
of Ohio and to the exclusive jurisdiction of the United States District Court
for the Southern District of Ohio for the purpose of any suit, action or other
proceeding arising out of or based upon this Agreement, the Collateral or the
Loan Documents or the subject matter hereof or thereof brought by Lender, any
holder of the obligations of Borrower under the Loan Documents or their
respective successors or assigns, and (ii) agrees not to assert, by way of
motion, as a defense or otherwise, in any such proceeding, any claim that
Borrower is not subject personally to the jurisdiction of the above-named
courts, that Borrower's property is exempt or immune from attachment or
execution, that any such proceeding brought in one of the above-named courts is
brought in an inconvenient forum, that the venue of any such proceeding brought
in one of the above-named courts in improper, or that this Agreement, the
Collateral or any of the Loan Documents, or the subject matter hereof or
thereof, may not be enforced in or by such court.

6.10	Waiver of Jury.  LENDER AND BORROWER HEREBY
VOLUNTARILY, KNOWINGLY AND INTENTIONALLY WAIVE ANY AND ALL RIGHTS TO TRIAL BY
JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING UNDER THIS AGREEMENT OR
CONCERNING THE LOAN DOCUMENTS AND/OR ANY COLLATERAL CONTEMPLATED THEREBY,
REGARDLESS OF WHETHER SUCH ACTION OR PROCEEDING CONCERNS ANY CONTRACTUAL OR
TORTIOUS OR OTHER CLAIM.  BORROWER ACKNOWLEDGES THAT THIS WAIVER OF JURY TRIAL
IS A MATERIAL INDUCEMENT TO LENDER IN EXTENDING CREDIT, THAT LENDER WOULD NOT
HAVE EXTENDED SUCH CREDIT WITHOUT THIS JURY TRIAL WAIVER, AND THAT BORROWER HAS
BEEN REPRESENTED BY AN ATTORNEY OR HAS HAD AN OPPORTUNITY TO CONSULT WITH AN
ATTORNEY IN CONNECTION WITH THIS JURY TRIAL WAIVER AND UNDERSTANDS THE LEGAL
EFFECT OF THIS WAIVER.

	6.11	Obligations of Subsidiaries of Borrower.
PNI, FAI and COL all acknowledge and agree that each of them shall be bound by
Section 4.8 and all obligations, covenants, representations and warranties that
reference any subsidiary or affiliate of Borrower as if such obligations,
covenants, representations and warranties were fully made by them.  PNI, FAI and
COL further acknowledge and agree that each of them shall receive a material
benefit from the Loan received by Borrower from Lender because without it, PNI,
FAI and COL would no longer be able to continue their business as currently
operated.  The obligations of PNI, FAI and COL hereunder were a material
inducement to Lender to enter into this Agreement.

	6.12	Counterparts.  This Agreement may be
executed in one or more counterparts, each of which shall de deemed to be an
original but all of which together will constitute one and the same instrument.
This Agreement may be executed by facsimile signatures which shall have the same
force and effect as original signatures.

	6.13	Entire Agreement.  This Agreement and all
documents and agreements referred to in this Agreement supersede all prior
understandings, agreements and discussions between the parties concerning this
subject matter, with such prior understandings, agreements and discussions
between the parties being merged into this Agreement, and constitutes the entire
agreement between the parties with regard to this subject matter.

	6.14	Survival.  All of the obligations,
covenants, representations and warranties of Borrower and its subsidiaries and
affiliates shall survive the Initial Closing and any subsequent Closing.

ARTICLE VII

CONDITIONS TO SUBSEQUENT CLOSINGS

7.1	The obligation of Lender to complete any subsequent
Closing after the Initial Closing are subject to the satisfaction of each of the
following conditions:

		(i)	Receipt of certified resolutions of Borrower
and its subsidiaries and affiliates authorizing the Loan and the grant of the
security interest in the Collateral to Lender;

		(ii)	Execution of the Loan Documents by Borrower
and its subsidiaries and affiliates, including any Notes representing the
additional proceeds being disbursed in a subsequent Closing;

		(iii)	No Event of Default exists;

		(iv)	Confirmation from the applicable federal and
state filing offices of Lender's perfected security interest in the
Collateral;

		(v)	Receipt of evidence satisfactory to Lender and
its legal counsel, in their sole discretion, of Lender's first and best lien
position with respect to the Collateral with the exception of the Collateral set
forth in Item 4.7 of the Disclosure Schedule;



		(vi)	Receipt of  Borrower's certified resolutions authorizing the
issuance and reservation of shares of Common Stock upon the exercise of the
Warrants and the conversion rights set forth in the Notes in a form satisfactory
to Lender;

		(vii)	All representations and warranties set forth in the
Agreement or any Loan Document are true and correct as of the date of any
subsequent Closing;



		(viii)	Receipt of a No Default Certificate from
the Borrower and each subsidiary and affiliate of Borrower in a form acceptable
to Lender.

[Signature Page to Follow]


IN WITNESS WHEREOF, the parties hereto executed this Loan
Agreement as of the date first written above.

BORROWER:
POPMAIL.COM, INC., 

By:						

Its:___________________________


PMI:
POPMAIL NETWORK, INC.

By:						

Its:___________________________


LENDER:
GSI VENTURES, LLC,

By: SDK INVESTMENTS, INC., Manager
By:___________________________________
Stephen D. King
President

FAI:
FAN ASYLUM, INC.

By:						

Its:___________________________

SDKI:
SDK INVESTMENTS, INC., 

By:						

Stephen D. King
President

COL:
CAFE ODYSSEY, LLC

By:						

Its:___________________________




DISCLOSURE SCHEDULE

ITEM 3.1	SUBSIDIARIES AND AFFILIATES

ITEM 3.6	LITIGATION





ITEM 3.14 	NAMES OF BUSINESSES; ADDRESSES WHERE COLLATERAL LOCATED;
PRINCIPAL OFFICE ADDRESS OF BORROWER, SUBSIDIARIES AND AFFILIATES

ITEM 3.15	CONTINGENT LIABILITIES





ITEM 4.7	ENCUMBRANCES ON COLLATERAL



113679.5

SCHEDULE 3.1
Subsidiaries and Affiliates




Fan Asylum, Inc.
Popmail Network, Inc.
Café Odyssey, Inc.
Schedule 3.6
Litigation

The Company entered into a bridge loan transaction on or about October 6,
2000, in which it issued a promissory note in favor of Great Western Business
Services in the principal amount of $600,000.  The note was payable in 30 days
and was secured by certain computer equipment owned by the Company.
Additionally, the lender obtained a "contingent" security interest in
the Company's units of Cafe Odyssey, LLC, which vested upon an event of default
thereunder.  The Company has failed to repay the note and the lender has
recently given the Company notice of such default.  Additionally, the lender has
informed the Company that it intends to retrieve the collateral as soon as is
practicable.  The lender has not given any notice or otherwise communicated to
the Company its intentions with respect to its interest in the Cafe Odyssey
units.   Cafe Odyssey, LLC currently has no assets.

Schedule 3.14
Names of Businesses and Addresses





Fan Asylum, Inc.
1250 Folsom Street
San Francisco, CA  94103

Popmail Network, Inc.
1333 Corporate Drive, Suite 350
Irving, TX  75038

Café Odyssey, LLC






500 16th St. Suite 350
Denver, CO  80202



4. 	Cafe Odyssey	
	320 South Avenue
	Mall of America
	Bloomington, MN  55425


Schedule 3.15
Contingent Liabilities

The Kenwood Restaurant opened in December 1996 under the name
Hotel Discovery and was closed by the Company in August 1999. In November 1999,
the Company assigned the related lease (described below) in connection with the
pending sale of restaurant assets to a third party, who subsequently reopened
the restaurant under another name and continues to operate the same. The
property is approximately 17,000 square feet in size on three levels and is
located at the northeast corner of Sycamore Plaza at Kenwood Shopping Center in
Cincinnati, Ohio. Although the third party has paid all payments due under the
lease since November 1999, the Company remains primarily obligated under the
lease. 

The initial term of the lease is 15 years with an option for
two additional five-year periods. The lease provides for the payment of both a
monthly fixed minimum rent and a percentage rent based on gross sales in excess
of an escalating base amount. The monthly fixed minimum rent is $12,833 for the
first five years of the initial lease term, $14,117 for the sixth through tenth
years of the initial lease term, $15,400 for the eleventh through fifteenth
years of the initial lease term.

In addition to the fixed minimum rent, the lease provides for
the payment of a percentage rent equal to 4% of the gross sales from the
restaurant in excess of the following annual gross sales amounts; $3,850,000 for
the first five years of the initial lease term, $4,235,000 for the sixth through
tenth years of the initial lease term, $4,620,000 for the eleventh through
fifteenth years of the initial lease term. No percentage rent was paid in 1998
or 1999. In addition to the fixed minimum rent and percentage rent, the Company
is required to pay its proportionate share of common area maintenance costs;
taxes, insurance, maintenance and operating costs. 

Schedule 4.7
Encumbrances

See Schedule 3.6.



EX-10.57
29
exh1057.htm
EXHIBIT











Exhibit 10.57
AMENDMENT NO. 1 TO THE LOAN
AGREEMENT


	This Amendment No. 1 to that certain Loan Agreement by and among GSI
Ventures, LLC, an Ohio limited liability company ("Lender") PopMail.com,
inc., a Minnesota corporation (the "Borrower"), SDK Investments, Inc., an
Ohio corporation ("SDKI"), PopMail Network, Inc., a Texas corporation
("PNI"), Fan Asylum, Inc., a California corporation ("FAI"),
Café Odyssey, LLC, a Minnesota limited liability company ("COL")
dated December 1, 2000 is made among all parties to that Agreement as of
December 8, 2000.

	In consideration of the mutual covenants and agreements contained herein
and other good and valuable consideration, the receipt, sufficiency and adequacy
of which are hereby acknowledged, the parties hereby covenant and agree as
follows:



The parties do hereby agree to amend the Agreement as follows:



Recitals:  The recitals the Agreement are amended and
superceded in their entirety with the following:

	A.	Lender has agreed to loan Borrower up to the principal amount of
$400,000 and at Lender's option, in its sole and absolute discretion, an
additional principal amount of $3,600,000.

	B.	Borrower has agreed to borrow up to $400,000  from Lender and the
additional $3,600,000 from Lender, to the extent that Lender makes that amount
available to Borrower.  

	C.	SDKI has acted as a finder in connection with the loan to be made
by Lender to Borrower and, as a result, Borrower has agreed to pay SDKI a
finder's fee consisting of cash and warrants to purchase Borrower's common
stock.  

	D.	PNI, FAI and COL are wholly owned subsidiaries of Borrower and will
materially benefit from the loan Borrower will receive from Lender.

	E.	As a condition to Lender making a loan to Borrower, Lender requires
PNI, FAI and COL to execute this Agreement and be bound by certain terms of this
Agreement.

Event of Default:  A new Section 5.1(o) is added to the
Agreement and will read as follows:





the Borrower shall have materially breached its obligations to J.P. Carey
Securities, Inc. set forth in Section 2(a) of that certain Registration Rights
Agreement dated June 12, 2000 among PopMail.com, inc. and the Buyers set forth
in such agreement.




Capitalized Terms.  All capitalized terms not otherwise defined
herein shall have the same meaning as in the Agreement.


In Witness Whereof, the parties hereto have executed this Amendment No 1 to
the Loan Agreement as of the date first written above.
BORROWER:
POPMAIL.COM, INC., 

By:						

Its:___________________________

PMI:
POPMAIL NETWORK, INC.

By:						

Its:___________________________

LENDER:
GSI VENTURES, LLC,

By: SDK INVESTMENTS, INC., Manager
By:___________________________________
Stephen D. King
President

FAI:
FAN ASYLUM, INC.

By:						

Its:___________________________

SDKI:
SDK INVESTMENTS, INC., 

By:						

Stephen D. King
President

COL:
CAFE ODYSSEY, LLC

By:						

Its:___________________________


















EX-10.58
30
exh1058.htm
EXHIBIT













Exhibit 10.58



NEITHER THIS NOTE NOR THE SHARES OF COMMON STOCK ISSUABLE
UPON CONVERSION HEREUNDER HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION (TOGETHER, THE
"SECURITIES LAWS") AND MAY NOT BE OFFERED FOR SALE, SOLD OR
OTHERWISE  TRANSFERRED  OR  ENCUMBERED  IN  THE  ABSENCE  OF COMPLIANCE WITH
SUCH SECURITIES LAWS AND UNTIL THE COMPANY (AS DEFINED HEREIN) THEREOF SHALL
HAVE RECEIVED AN OPINION FROM COUNSEL REASONABLY ACCEPTABLE TO IT THAT THE
PROPOSED DISPOSITION WILL NOT VIOLATE ANY APPLICABLE SECURITIES LAWS.  

POPMAIL.COM, INC.

CONVERTIBLE PROMISSORY NOTE
WITH COGNOVIT PROVISION

	Irving, Texas
$70,000.00	February 8, 2001

	THIS CONVERTIBLE PROMISSORY NOTE (the
"Note") is one of a duly authorized issue of Convertible
Promissory Notes of PopMail.com., inc., a corporation duly organized and
existing under the laws of the State of Minnesota (the
"Company"), designated as its 12% Convertible Promissory Notes
Due January 5, 2002, in an aggregate principal amount not exceeding U.S.
$4,000,000 (the "Notes").

	FOR VALUE RECEIVED, the Company promises to pay to
GSI Ventures, LLC, an Ohio limited liability company
("Holder"), in lawful money of the United States of America,
the principal sum of  Seventy Thousand Dollars ($70,000.00), together with
interest in arrears on the unpaid principal balance at a rate equal to Twelve
Percent (12%) per annum, in the manner provided below.  Interest shall be
calculated on the basis of a 360-day year of twelve 30-day months and accrued on
a daily basis for the actual number of days elapsed from the date hereof on the
principal balance from time to time outstanding as hereinafter provided.

1.	Payments.

 	1.1	Principal and Interest. Accrued interest
under this Note shall be due and payable in quarterly installments on February
1, 2001, May 1, 2001, August 1, 2001 and November 1, 2001 and the entire
outstanding principal balance of the Note, together with all accrued but unpaid
interest thereon, shall be due and payable in full on January 5, 2002 (the
"Maturity Date"). Notwithstanding anything to the contrary
contained herein, upon Holder's consent, which shall be made in its sole and
absolute discretion, Company may pay any portion of the quarterly installments
of accrued interest payable hereunder with shares of Company's common stock, par
value $.01 per share (the "Common Stock").  The value of the
Common Stock used to pay any such quarterly installments of accrued interest
shall be determined by the closing sale price of the Common Stock as reported by
Nasdaq on the preceding trading day before the quarterly installment is
paid.

1.2	Manner of Payment.  Except as otherwise
provided herein, all payments of principal and interest on this Note shall be
made in immediately available funds.  If any payment of principal or interest on
this Note is due on a day which is not a Business Day, such payment shall be due
on the next succeeding Business Day, and such extension of time shall not be
taken into account in calculating the amount of interest payable under this
Note.  "Business Day" means any day other than a Saturday,
Sunday or legal holiday in the State of Ohio.

1.3	Prepayment.  The Company may, without premium
or penalty, at any time and from time to time, prepay all or any portion of the
outstanding principal balance due under this Note, provided that each such
prepayment is accompanied by the accrued interest on the amount of principal
prepaid calculated to the date of such prepayment.  The Company shall provide
Holder with not less than fifteen (15) days written notice prior to such
prepayment.  In the event a transaction described in Section 4.3 hereof is
contemplated prior to or contemporaneous with prepayment, said written notice
shall include the information specified in the notice made pursuant to Section
4.3 hereof.  
1.4	Default Interest.  Upon the occurrence of an
Event of Default (as defined below), this Note shall accrue interest at a
default rate of interest equal to the lesser of 18% per annum or the maximum
rate permitted under Ohio Law.

2.	Default.

	2.1	Event of Default.  The occurrence of any
one or more of the following events with respect to Company shall, upon 30 days'
written notice to the Company, constitute an event of default hereunder
("Event of Default") provided that, the events set forth in
Sections 2.1(a), 2.1(b), 2.1(c) and 2.1(d) shall constitute an Event of Default
immediately upon their occurrence and Lender shall not be required to provide
the 30 days written notice for any such event:

(a)	If Company shall fail to pay when due any payment of
principal or interest or other amount due on this Note.

(b)	If, pursuant to or within the meaning of the United
States Bankruptcy Code or any other federal or state law relating to insolvency
or relief of debtors (a "Bankruptcy Law"), the Company shall
(i) commence a voluntary case or proceeding; (ii) consent to the entry of an
order for relief against it in an involuntary case; (iii) consent to the
appointment of a trustee, receiver, assignee, liquidator or similar official;
(iv) make an assignment for the benefit of its creditors; or (v) admit in
writing its inability to pay its debts as they become due.







If a court of competent jurisdiction enters an order or
decree under any Bankruptcy Law that (i) is for relief against the Company in an
involuntary case, (ii) appoints a trustee, receiver, assignee, liquidator or
similar official for the Company or substantially all of the Company=s
properties, or (iii) orders the liquidation of the Company, and in each case the
order or decree is not dismissed within  30 days.





	(d)  	If an event of default occurs as defined in that
certain Loan Agreement executed on or about December 1, 2000 by and between the
Company, Holder, the Company's subsidiaries and SDK Investments, Inc., and as
amended on December 8, 2000 (the "Loan Agreement") or an event
of default occurs as defined in any of the Loan Documents, regardless of whether
or not such event of default is caused by Company or any of its subsidiaries or
affiliates who are a party to the Loan Agreement or the Loan Documents.

	(e) 	A breach of any obligation or covenant of Company
set forth in this Note.







Any representation or warranty made in writing to
Holder by Company made in this Note or in connection with the making of the Loan
shall prove at any time to have been incorrect or materially misleading when
made.








Notice by the Company. The Company shall notify
Holder in writing within five days after the occurrence of any Event of Default
of which the Company acquires knowledge.

Remedies.  Upon the occurrence of any Event
of Default hereunder as above provided, and at any time thereafter, all
principal, interest and other amounts payable under this Note shall, at the
option of Holder, become immediately due and payable without presentment,
demand, protest or other notice of any kind, all of which are expressly waived
by Company.  Holder may proceed with every remedy available at law or in equity
or provided for in the Loan Documents or in any other document executed in
connection with the Loan, in such order or sequence as Holder may determine in
its sole discretion, including concurrently, independently, or successively, and
all expenses incurred by Holder in connection with any remedy shall be deemed
indebtedness of Company to Holder including, but not limited to, reasonable
attorneys' fees incurred by Holder.



3.	Conversion.




Holder Conversion.  









The Holder shall have the right, at the Holder's option,
at any time prior to payment in full of the principal balance of this Note, to
convert this Note, in accordance with the provisions of Section 3.2 hereof, in
whole or in part, into fully paid and nonassessable shares of Common Stock (the
"Common Stock") of the Company.  The number of shares of Common
Stock into which this Note may be converted ("Conversion
Shares") shall be determined by dividing: [A] the sum of (i) the
outstanding principal amount of the Note to be converted, (ii) all accrued
interest thereon to the date of conversion, and (iii) all other indebtedness
Company owes Holder under this Note, by [B] the amount equal to 140% of the
"Market Price" of the Common Stock (the "Conversion
Price"). 





 		(b) 	Notwithstanding Section 3.1(a), in the event
that Company has paid any amount it owes to Holder pursuant to this Note
("Partial Payment"), then from the date of the Partial Payment
for a period of 90 days, Holder shall have the right to purchase at a strike
price equal to the Conversion Price (the "Purchase Price") a
certain number of shares of the Common Stock (the "Purchase
Right").  The number of shares of Common Stock that Holder may purchase
shall be determined by dividing the Partial Payment by the Conversion Price.
For purposes of this Note, any shares of Common Stock that Holder purchases
pursuant to its Purchase Right shall be considered Conversion Shares.  The
Purchase Right may be exercised by Holder, in whole or in part, by written
notice to the Company, together with payment by Holder to the Company of the
Purchase Price in immediately available funds.

3.2	Conversion Procedure.

(a)	Notice of Conversion and Purchase Right
Pursuant to Section 3.1.  Before the Holder shall be entitled to convert
this Note into shares of Common Stock, it shall surrender this Note at the
office of the Company and shall give written notice  in the form attached hereto
as Exhibit A (the "Holder Conversion Notice") to the
Company at its principal corporate office, of the election to convert all or a
portion of this Note pursuant to Section 3.1(a).  If this Note is converted in
part only, the Company shall execute and deliver a new note to the Holder
thereof in the principal amount equal to the portion of this Note not so
converted.  Before the Holder may exercise its Purchase Right, it shall give
written notice to the Company at its principal corporate office, of its exercise
of its Purchase Right pursuant to Section 3.1(b) prior to the expiration of the
90-day period the Purchase Right is available.







Mechanics and Effect of Conversion.  No
fractional shares of Common Stock shall be issued upon conversion of this Note
or exercise of the Purchase Right.  Upon the conversion of this Note pursuant to
Section 3.1(a) above, the Holder shall surrender this Note, duly endorsed, at
the principal office of the Company.  At its expense, the Company shall, as soon
as practicable after receiving the Holder Conversion Notice or notice of
Holder's exercise of its Purchase Right, issue and deliver to such Holder at
such principal office a certificate or certificates for the number of shares of
Common Stock to which the Holder shall be entitled upon such conversion or
purchase (bearing such legends as are required by the Loan Agreement or
applicable state and federal securities laws in the opinion of counsel to the
Company), together with a new note for the principal amount of the Note that was
not converted, if any.  Upon conversion of all or a portion of this Note, the
Company shall be forever released from all its obligations and liabilities under
this Note, to the extent of the principal amount so converted.





3.3	Limitations on Conversion.  Unless the Company
shall have obtained the approval of its voting shareholders to such issuance in
accordance with the rules of Nasdaq or any other stock market rules with which
the Company shall be required to comply, but only to the extent required
thereby, the Company shall not issue shares of its Common Stock (i) upon
conversion of any of the principal sum outstanding hereunder, or (ii) as
interest on the principal sum due hereunder, if such issuance of Common Stock,
when added to the number of shares of Common Stock previously issued by the
Company (x) upon conversion of the principal sum due under the Notes and (y) in
payment of interest due under the Notes, would equal or exceed 20 percent of the
number of shares of the Company's Common Stock that were issued and outstanding
on the date hereof (the "Maximum Issuance Amount").  In the
event that a properly executed Holder Conversion Notice is received by the
Company which would require the Company to issue shares of Common Stock equal to
or in excess of the Maximum Issuance Amount, the Company shall honor such
conversion request by (a) converting the amount of the principal and interest
stated in such conversion notice that is not in excess of the Maximum Issuance
Amount and (b) paying the remaining principal and interest due requested by
Holder to be converted; provided that, Company shall first use its best efforts
to obtain as soon as practicable after obtaining a Holder Conversion Notice the
approval of its voting shareholders to issue Conversion Shares in excess of the
Maximum Issuance Amount.




Limitations on Issuance of Common Stock.
Notwithstanding anything herein to the contrary, in no event shall the Holder be
permitted to receive Conversion Shares upon exercising its conversion rights or
Common Stock as payment for accrued interest on this Note (collectively referred
to as "Conversion Rights") to the extent that (x) the number of shares
of Common Stock beneficially owned by the Holder (other than shares of Common
Stock issuable upon exercise of Holder's Conversion Rights) plus (y) the number
of shares of Common Stock issuable upon exercise of the Holder's Conversion
Rights, would be equal to or exceed 4.9% of the number of shares of Common Stock
then issued and outstanding, including shares issuable upon exercise of the
Holder's Conversion Rights after application of this Section 3.4.  As used
herein, beneficial ownership shall be determined in accordance with Section
13(d) of the Securities Exchange Act of 1934 (the "Exchange Act").  To
the extent that the limitation contained in this Section 3.4 applies, the
determination of whether Holder may exercise its Conversion Rights (in relation
to other securities owned by the Holder) and of which a portion of the
Conversion Rights are exercisable shall be in the sole discretion of the Holder,
and the submission of a Holder Conversion Notice (or written notice in the case
of payment of accrued interest in shares of Common Stock) shall be deemed to be
the Holder's determination of whether the Conversion Rights are exercisable (in
relation to other securities owned by the Holder) and of which portion of the
Conversion Rights are exercisable, in each case subject to such aggregate
percentage limitation, and the Company shall have no obligation to verify or
confirm the accuracy of such determination.  Nothing contained herein shall be
deemed to restrict the right of the Holder to exercise its Conversion Rights at
such time as such exercise will not violate the provisions of this Section 3.4.
The provisions of this Section 3.4 may be waived by the Holder upon, at the
election of the Holder, 61 days' prior notice to the Company, and the provisions
of this Section 3.4 shall continue to apply until such 61st day (or
such later date as may be specified in such notice of waiver).  No exercise of
the Conversion Rights in violation of this Section 3.4 but otherwise in
accordance with this Note shall affect the status of the Common Stock issued
upon such exercise as validly issued, fully-paid and
nonassessable.



4.	Anti-Dilution Adjustments.

4.1	Adjustments for Stock Splits and Subdivisions.
In the event the Company should at any time or from time to time after the date
of issuance hereof fix a record date for the effectuation of a split or
subdivision of the outstanding shares of Common Stock or the determination of
holders of Common Stock entitled to receive a dividend or other distribution
payable in additional shares of Common Stock or other securities or rights
convertible into, or entitling the holder thereof to receive directly or
indirectly, additional shares of Common Stock (hereinafter referred to as
"Common Stock Equivalents") without payment of any consideration by
such holder for the additional shares of Common Stock or the Common Stock
Equivalents (including the additional shares of Common Stock issuable upon
conversion or exercise thereof), then, as of such record date (or the date of
such dividend distribution, split or subdivision if no record date is fixed),
the Conversion Price of this Note shall be appropriately decreased so that the
number of shares of Common Stock issuable upon conversion of this Note shall be
increased in proportion to such increase of outstanding shares.

4.2	Adjustments for Reverse Stock Splits. 
If the number of shares of Common Stock outstanding at any time after the date
hereof is decreased by a combination of the outstanding shares of Common Stock
through a reverse stock split, then, following the record date of such
combination, the Conversion Price for this Note shall be appropriately increased
so that the number of shares of Common Stock issuable on conversion of this Note
shall be decreased in proportion to such decrease in outstanding shares.

4.3	Adjust for Reorganization, Reclassification, Merger
and Sale.  If any capital reorganization or reclassification of the capital
stock of the Company, or consolidation or merger of the Company with another
corporation, or the sale of all or substantially all of its assets to another
corporation shall be effected in such a way that holders of the Company's Common
Stock shall be entitled to receive stock, securities or assets with respect to
or in exchange for such common shares, then, as a condition of such
reorganization, reclassification, consolidation, merger or sale, the Holder
shall have the right to convert and receive upon the basis and upon the terms
and conditions specified in this Note and in lieu of the shares of the Common
Stock of the Company immediately theretofore convertible and receivable upon the
exercise of the rights represented hereby, such shares of stock, other
securities or assets as would have been issued or delivered to the Holder as if
it had exercised this Note and had received such shares of common stock prior to
such reorganization, reclassification, consolidation, merger or sale.  The
Company shall not effect any such consolidation, merger or sale, unless prior to
the consummation thereof the successor corporation (if other than the Company)
resulting from such consolidation or merger or the corporation purchasing such
assets shall assume by written instrument executed and mailed to the registered
Holder of this Note at the last address of such Holder appearing on the books of
the Company, the obligation to deliver to such Holder such shares of stock,
securities or assets as, in accordance with the foregoing provisions, such
Holder may be entitled to convert.

4.4	Other Adjustment.  If the Company takes
any other action, or if any other event occurs which does not come within the
scope of the provisions of Sections 4.1 through 4.3, but which should result in
an adjustment in the Conversion Price and/or the number of shares subject to
this Note in order to fairly protect the purchase rights of the Holder, an
appropriate adjustment in such purchase rights shall be made by the Company.

4.5	Reservation of Stock Issuable Upon Conversion.
The Company shall at all times reserve and keep available out of its authorized
but unissued shares of Common Stock solely for the purpose of effecting the
issuance of the Conversion Shares such number of its shares of Common Stock as
shall from time to time be sufficient to issue the Conversion Shares; and if at
any time the number of authorized but unissued shares of Common Stock shall not
be sufficient to effect the issuance of the Conversion Shares,  in addition to
such other remedies as shall be available to the holder of this Note, the
Company will use its best efforts to take such corporate action as may, in the
opinion of Holder's counsel, be necessary to increase its authorized but
unissued shares to such number of shares as shall be sufficient for such
purposes.

5.	Miscellaneous.

5.1	Waiver.  The rights and remedies of Holder
under this Note shall be cumulative and not alternative.  No waiver by Holder of
any right or remedy under this Note shall be effective unless in a writing
signed by Holder.  Neither the failure nor any delay in exercising any right,
power or privilege under this Note will operate as a waiver of such right, power
or privilege and no single or partial exercise of any such right, power or
privilege by Holder will preclude any other or further exercise of such right,
power or privilege or the exercise of any other right, power or privilege.  To
the maximum extent permitted by nonwaivable applicable law, (a) no claim or
right of Holder arising out of this Note can be discharged by Holder, in whole
or in part by a waiver or renunciation of the claim or right unless in a
writing, signed by Holder; (b) no waiver that may be given by Holder will be
applicable except in the specific instance for which it is given; and (c) no
notice to or demand on the Company will be deemed to be a waiver of any
obligation of the Company or of the right of Holder to take further action
without notice or demand as provided in this Note.  The Company hereby waives
presentment, demand, protest and notice of dishonor and protest.

5.2	Notices.  The Company shall give any notice
required or permitted to be given hereunder to the Holder or the Holder to the
Company in accordance with the Loan Agreement. 

5.3	Severability.  If any court of competent
jurisdiction holds any provision in this Note invalid or unenforceable, the
other provisions of this Note will remain in full force and effect. Any
provision of this Note held invalid or unenforceable only in part or degree will
remain in full force and effect to the extent not held invalid or
unenforceable.

5.4	Governing Law.  This Note will be governed by
the laws of the State of Ohio without regard to conflicts of laws
principles.

5.5	Parties in Interest; Assignment.  This Note
shall bind the Company and its successors and assigns.  Subject to the
provisions of the legend on this Note, the Holder may assign this Note upon
providing Company notice of such assignment.




Section Headings, Construction.  The headings of
Sections in this Note are provided for convenience only and will not affect its
construction or interpretation.  All references to "Section" or
"Sections" refer to the corresponding Section or Sections of this Note
unless otherwise specified.



5.7  	Capitalized Terms.  All capitalized terms
used in this Note and not defined herein shall have the same meaning as in the
Loan Agreement.  
	5.8	Gender.  All words used in this Note will
be construed to be of such gender or number, as the circumstances require.
Unless otherwise expressly provided, the words "hereof" and
"hereunder" and similar references refer to this Note in its entirety
and not to any specific section or subsection hereof.

	5.9 	 JURY WAIVER.  THE UNDERSIGNED AND HOLDER
(BY ITS ACCEPTANCE HEREOF) HEREBY VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND
UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY
DISPUTE (WHETHER BASED UPON CONTRACT TORT OR OTHERWISE) BETWEEN OR AMONG THE
UNDERSIGNED AND HOLDER ARISING OUT OF OR IN ANY WAY RELATED TO THIS DOCUMENT,
ANY OTHER RELATED DOCUMENT, OR ANY RELATIONSHIP BETWEEN HOLDER AND THE
UNDERSIGNED.  THIS PROVISION IS A MATERIAL INDUCEMENT TO HOLDER TO PROVIDE THE
FINANCING DESCRIBED HEREIN OR IN THE OTHER LOAN DOCUMENTS.

5.10	Jurisdiction.  Company, by its execution
hereof (i) hereby irrevocably submits to the exclusive jurisdiction of the State
of Ohio and to the exclusive jurisdiction of the United States District Court
for the Southern District of Ohio for the purpose of any suit, action or other
proceeding arising out of or based upon this Note, the Loan Agreement or any
Loan Document or the subject matter hereof or thereof brought by Holder or its
successors or assigns, and (ii) agrees not to assert, by way of motion, as a
defense or otherwise, in any such proceeding, any claim that Company is not
subject personally to the jurisdiction of the above-named courts, that Company's
property is exempt or immune from attachment or execution, that any such
proceeding brought in one of the above-named courts is brought in an
inconvenient forum, that the venue of any such proceeding brought in one of the
above-named courts in improper, or that this Note, the Loan Agreement or any
Loan Document, or the subject matter hereof or thereof, may not be enforced in
or by such court.

CONFESSION OF JUDGMENT.  UPON AN EVENT OF DEFAULT,
COMPANY HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY-AT-LAW TO APPEAR
IN ANY COURT OF RECORD AND TO CONFESS JUDGMENT AGAINST COMPANY FOR THE UNPAID
AMOUNT OF THIS NOTE, PLUS ATTORNEYS' FEES AS PROVIDED IN THIS NOTE, PLUS COSTS
OF SUIT, AND TO RELEASE ALL ERRORS, AND WAIVE ALL RIGHTS OF APPEAL.   IF A COPY
OF THE NOTE, VERIFIED BY AN AFFIDAVIT, SHALL HAVE BEEN FILED IN THE PROCEEDING,
IT WILL NOT BE NECESSARY TO FILE THE ORIGINAL AS A WARRANT OF ATTORNEY.  COMPANY
WAIVES THE RIGHT TO ANY STAY OF EXECUTION AND THE BENEFIT OF ALL EXEMPTION LAWS
NOW OR HEREAFTER IN EFFECT. NO SINGLE EXERCISE OF THE FOREGOING WARRANT AND
POWER TO CONFESS JUDGMENT WILL BE DEEMED TO EXHAUST THE POWER, WHETHER OR NOT
ANY SUCH EXERCISE SHALL BE HELD BY ANY COURT TO BE INVALID, VOIDABLE, OR VOID;
BUT THE POWER WILL CONTINUE UNDIMINISHED AND MAY BE EXERCISED FROM TIME TO TIME
AS HOLDER MAY ELECT UNTIL ALL AMOUNTS OWING ON THIS NOTE HAVE BEEN PAID IN
FULL.

WARNING - BY SIGNING THIS PAPER YOU GIVE UP YOUR
RIGHT TO NOTICE AND COURT TRIAL.  IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY
BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN
BE USED TO COLLECT FROM REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE
CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY
WITH THE AGREEMENT, OR ANY OTHER CAUSE.


IN WITNESS WHEREOF, the Company has executed and
delivered this Note as of the date first stated above.

POPMAIL.COM, INC.


By:______________________________
Title:   Chief Executive Officer  


Acknowledged and agreed to this 
____ day of February, 2001.

GSI Ventures, LLC

By:					

     Its:					


Execution Version
	EXHIBIT A



NOTICE OF CONVERSION
AT THE ELECTION OF THE HOLDER

(To Be Signed Only Upon Conversion of Note)


TO POPMAIL.COM, INC.

The undersigned, the holder of the foregoing Note, hereby
surrenders such Note for conversion into shares of Common Stock of POPMAIL.COM,
INC., to the extent of $_____ of the unpaid principal amount of such Note, and
requests that the certificates for such shares be issued  in  the  name  of,
and  delivered  to,  ______________  whose  address  is
________________________________.  


Dated: __________________________________



_________________________________














 (Signature must conform in all respects to 













name of holder as specified on the face of 
the Note)



_________________________________
(Address)



















EX-10.59
31
exh1059.htm
EXHIBIT











Exhibit 10.59


Schedule of Convertible Promissory Notes
Issued in Connection with Convertible Secured Debt
Financing



Date of	Name of				Date of
Note	Holder		Amount		Repayment


12/01/00	GSI Ventures, LLC	400,000		January 5, 2002

12/08/00	GSI Ventures, LLC	100,000		January 5, 2002

12/13/00	GSI Ventures, LLC	100,000		January 5, 2002

12/15/00	GSI Ventures, LLC	100,000		January 5, 2002

02/08/01	GSI Ventures, LLC	  70,000		January 5, 2002




















EX-10.60
32
exh1060.htm
EXHIBIT












Exhibit 10.60

LOAN AGREEMENT

	THIS LOAN AGREEMENT ("Agreement")
is made by and among THE SHAAR FUND LTD. ("Lender"),
POPMAIL.COM, INC., a Minnesota corporation (the
"Borrower"), SDK INVESTMENTS, INC., an Ohio corporation
("SDKI"), POPMAIL NETWORKS, INC., a Texas corporation
("PNI"), FAN ASYLUM, INC., a California corporation ("FAI")
and CAFÉ ODYSSEY, LLC, a Minnesota limited liability company
("COL") this 21st day of December, 2000.
RECITALS

	A.	Lender has agreed to loan Borrower up to the
principal amount of $200,000.

	B.	Borrower has agreed to borrow up to $200,000  from
Lender.  

	C.	SDKI has acted as a finder in connection with the
loan to be made by Lender to Borrower and, as a result, Borrower has agreed to
pay SDKI a finder's fee consisting of cash and a warrant to purchase Borrower's
common stock.  

	D.	PNI, FAI and COL are wholly owned subsidiaries of
Borrower and will materially benefit from the loan Borrower will receive from
Lender.

	E.	As a condition to Lender making a loan to Borrower,
Lender requires PNI, FAI and COL to execute this Agreement and be bound by
certain terms of this Agreement.

	IN CONSIDERATION of the premises, the mutual
covenants and agreements contained herein and other good and valuable
consideration, the receipt, sufficiency and adequacy of which are hereby
acknowledged, Lender, Borrower PNI, FAI, COL, and SDKI hereby covenant and agree
as follows:  
ARTICLE I
THE LOAN




Agreement to Borrow and Lend.  Subject
to all of the terms, provisions, conditions, covenants and agreements contained
in this Agreement, Lender agrees to make a loan to Borrower (the
"Loan") in the principal amount of Two Hundred Thousand Dollars
($200,000) (the "Loan Proceeds"), which shall be used in
accordance with the terms set forth herein.  

Closing.  The Loan Proceeds shall be distributed
at one closing which shall occur on December 21, 2000, or on such other date as
the parties shall agree (the "Closing").   

Convertible Promissory Note.  The Loan will be
evidenced by a convertible promissory note (the "Note") in the
form attached hereto as Exhibit A that will be executed by Borrower and
delivered to Lender.  

Interest.  The outstanding principal balance of
the Note shall bear interest at a rate of Twelve Percent (12%) per annum as set
forth in the Note. 

Payment Terms.  Accrued interest under the
Note shall be due and payable in quarterly installments on February 1, 2001, May
1, 2001, August 1, 2001 and November 1, 2001 and the entire outstanding
principal balance of the Loan, together with all accrued but unpaid interest
thereon, shall be due and payable in full on January 5, 2002 (the
"Maturity Date"). Notwithstanding anything to the contrary
contained herein, upon Lender's consent, which shall be made in its sole and
absolute discretion, Borrower may pay any portion of the quarterly installments
of accrued interest of the Loan with shares of Borrower's common stock, par
value $.01 per share (the "Common Stock").  The value of the
Common Stock used to pay any quarterly installments of accrued interest shall be
determined by the closing sale price of the Common Stock as reported by Nasdaq
on the preceding trading day before the quarterly installment is paid.

Conversion Right.  The Lender shall have the right
to convert all or any portion of the debt evidenced by the Note into Borrower's
Common Stock in accordance with the terms of the Note.


ARTICLE II

WARRANTS TO PURCHASE COMMON STOCK

	2.1.	Warrant to Purchase Common Stock to
Lender.  The Borrower hereby agrees to issue to Lender as a part of
the consideration for Lender making the Loan to Borrower, a warrant to purchase
the number of shares of Common Stock equal to fifty percent (50%) of the
aggregate face value of the Note and in the form attached hereto as Exhibit
B (the "Lender Warrant"). 




Warrant to Purchase Common Stock to SDKI.
As partial consideration for introducing the Borrower to the Lender, the
Borrower hereby agrees to issue to SDKI a warrant to purchase the number of
shares of Common Stock equal to ten percent (10%) of the aggregate face value of
each Note and in the form attached hereto as Exhibit C ("SDKI
Warrant" and together with the Lender Warrant, the
"Warrants").  

Share Calculation For Warrants; Strike Price;
Issuance.  For purposes only of determining the number of shares which shall
be granted upon exercise of the Warrants, the Common Stock shall be deemed to
have a value of $1.00 per share.  The strike price for each Lender Warrant shall
be 120% of the Market Price (as that term is defined in the Note), and the
strike price for each SDKI Warrant shall be the Market Price.  The Borrower
shall issue the Warrant at the Closing.  The Warrants shall be exercisable for a
period of at least five years.


ARTICLE III
BORROWER'S REPRESENTATIONS AND WARRANTIES

	The Borrower hereby represents and warrants to
Lender that the following are true and correct as of the date hereof and shall
be true and correct as of the date of the Closing and shall remain true and
correct during the term of all of the Loan Documents (as defined below):  

3.1	Borrower and each of its subsidiaries and affiliates
(a) is a duly organized and validly existing corporation in good standing under
the laws of the jurisdiction of its formation, (b) has the power and authority
and the legal right to own its property and assets and to transact the business
in which it is engaged and (c) is duly qualified as a foreign corporation  or
otherwise licensed and authorized to transact business and in good standing in
each jurisdiction where the ownership, leasing or operation of property or the
conduct of its business requires such qualification and where the failure to be
so qualified, licensed or authorized would have a material adverse effect on the
condition (financial or otherwise), prospects, assets or properties of Borrower,
any subsidiary or affiliate. All subsidiaries and affiliates of the Borrower are
listed on Item 3.1 of the Disclosure Schedule.  The term
"affiliate" shall have the meaning ascribed thereto under Rule 12b-2
promulgated under the Exchange Act of 1934, as amended.




3.2  The execution, delivery and performance of this Agreement, the Note and
the Warrants and any and all other security agreements, pledge agreements,
financing statements, certificates or instruments contemplated herein
(collectively "Loan Documents") executed and delivered by the
Borrower or its affiliates have been authorized by all necessary corporate
actions and do not and will not contravene any legal or contractual restriction
binding on the Borrower or any of its property or its assets.

3.3  The Borrower and each of its subsidiaries and affiliates has the power
to take all actions contemplated hereby (including but not limited to the
issuance of the Warrants and Note, the right of first refusal granted to Lender
to participate in any security issuances and the granting of the security
interests in the Collateral (as defined below)) to execute, deliver and carry
out the terms and provisions of each Loan Document to which it is a party and
has taken all necessary actions to authorize the execution, delivery and
performance by it of each Loan Document to which it is a party and all acts
contemplated hereby. The Loan Documents when executed and delivered by the
Borrower and its subsidiaries and affiliates will constitute the legal, valid
and binding obligation of the Borrower and its subsidiaries and affiliates (as
the case may be) and is, or will be upon execution, enforceable against the
Borrower and its subsidiaries and affiliates (as the case may be) in accordance
with their respective terms, except to the extent that enforcement may be
limited by applicable bankruptcy, insolvency, reorganization or other similar
laws affecting creditors' rights generally.  

3.4  The execution, delivery or performance by the Borrower and its
subsidiaries and affiliates of each Loan Document, and compliance by the
Borrower and its subsidiaries and affiliates with the terms and provisions
hereof and thereof, (a) do not contravene any provision of any law, statute,
rule or regulation or any order, writ, injunction or decree of any court or
governmental instrumentality applicable to the Borrower, any subsidiary or
affiliate, (b) do not conflict with or result in any breach of any of the terms,
covenants, conditions or provisions of, or constitute a default under, or result
in the creation or imposition of (or the obligation to create or impose) any
lien (other than as contemplated by the Loan Documents) upon any of the property
or assets of the Borrower, any subsidiary or affiliate pursuant to the terms of
any material indenture, mortgage, deed of trust, credit agreement, loan
agreement or other agreement, contract or instrument to which the Borrower, any
subsidiary or affiliate is a party or by which the Borrower, any subsidiary or
affiliate or any of their respective properties or assets is bound or to which
the Borrower, any subsidiary or affiliate may be subject and (c) do no violate
any provision of the Certificate of Incorporation, Articles of Organization,
operating agreement, bylaws or regulations of the Borrower, any subsidiary and
affiliate. 

3.5  The authorization, issuance, sale and delivery of the shares of Common
Stock issuable upon conversion of the Note and upon exercise of the Warrants has
been duly authorized by all requisite corporate action on the part of the
Borrower.  The shares of the Common Stock issuable upon conversion of the Note
and upon exercise of the Warrants upon their issuance in accordance with the
Note and the Warrants, respectively, will be validly issued, fully paid and
nonassessable.  Any shares of Common Stock issued in accordance with the terms
of the Note for payment of quarterly installments of acquired interest will be
validly issued, fully paid and nonassessable.

3.6  Except as disclosed in Schedule 3.6, there are no actions, suits or
proceedings pending or, to the  knowledge of the Borrower, threatened against
Borrower, any subsidiary  or affiliate  (a) with respect to the Loan Documents,
any of the Collateral (as defined below) or the transactions contemplated hereby
or (b) that are, either individually or in the aggregate, reasonably likely to
have a material adverse effect on the condition (financial or otherwise),
prospects, assets or properties of Borrower, any subsidiary or affiliate.

3.7  All balance sheets, income statements, financial statements, operating
statements and other financial data pertaining to Borrower or its subsidiaries
or affiliates (the "Financial Information") that have been
delivered (or will be delivered) to Lender by or on behalf of Borrower are or
will be accurate and complete in all material respects, are or will be in
accordance with the books and records of Borrower and its subsidiaries and
affiliates, and accurately present or will present the financial condition,
results of operations and changes in financial position of the person or entity
to which they pertain as of their respective dates and there has been no
material change with respect thereto.  All Financial Information delivered to
Lender is and shall be prepared in accordance with the generally accepted
accounting principles, consistently applied.

3.8  None of the Borrower's reports and documents heretofore filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended, and the Securities Exchange Act of 1934, as amended, contained at the
time they were filed  any untrue statement of a material fact or omitted to
state any material fact required to be stated therein or necessary to make the
statements made therein, in light of the circumstances under which they were
made, not misleading.



3.9  The Borrower and its subsidiaries and affiliates own and
possess adequate and enforceable rights to use all patents, patent applications,
trademarks, trademark applications, trade names, service marks, logos,
copyrights, copyright applications, licenses, inventions, software, programs,
know-how (including trade secrets and other unpatented and/or unpatentable
proprietary or confidential information, systems or procedures) and other
similar rights and proprietary knowledge (collectively,
"Intangibles") necessary for the conduct of their respective
businesses.  Borrower and its subsidiaries and affiliates have the unrestricted
right to use all of the Intangibles.  Borrower and its subsidiaries and
affiliates are not infringing upon or in conflict with any right of any other
person or entity with respect to any Intangibles and the Borrower and its
subsidiaries and affiliates are not subject to any outstanding order, decree,
judgment or stipulation with respect to the Intangibles.  No proceedings have
been instituted or are pending or, to Borrower's knowledge, threatened which
challenge the validity or rights of Borrower or its subsidiaries and affiliates
to any of the Intangibles, and Borrower has no knowledge of any infringement by
others of any of the Intangibles.  All of the Intangibles are valid, enforceable
and free and clear of any attachments or liens and all claims, restrictions and
demands of any other person, firm or corporation, including attorneys' fees for
past services, expenses and government fees.  None of the past or present
employees, officers, directors, or shareholders of Borrower, any subsidiary or
affiliate has any rights in any Intangibles.  Borrower and its subsidiaries and
affiliates have not granted any outstanding license or other rights to any of
the Intangibles, except those licenses granted in the ordinary course of
business, and are not liable, and have not made any contract or arrangement
whereby they may become liable, to any person for any royalty or other
compensation for the use of any Intangibles.  The trade secrets and processes
and procedures of Borrower and its subsidiaries and affiliates which are
necessary to the operation of Borrower and its subsidiaries and affiliates have
been reduced to writing, to the extent practical, and will remain available for
use by Borrower and its subsidiaries and affiliates after the date of the
Closing. 

3.10	All factual information heretofore or
contemporaneously furnished by the Borrower, any subsidiary or affiliate to
Lender (including, without limitation, all information contained in this
Agreement) for purposes of this Agreement or any transaction contemplated hereby
or thereby is, and all other such factual information hereafter furnished by the
Borrower, any subsidiary or affiliate to Lender for purposes of this Agreement
or any transaction contemplated herein will be, true and accurate in all
material respects on the date as of which such information is given and the
Borrower in good faith believes such information is not incomplete by omitting
to state any fact necessary to make such information not misleading at such time
in light of the circumstances under which such information was provided.



	3.11  The Borrower, each subsidiary and affiliate has filed all tax
returns required to be filed by it and has paid all income and franchise taxes
payable by it which have become due pursuant to such tax returns and all other
taxes and assessments payable by it which have become due, other than those not
yet delinquent and except for those contested in good faith and by appropriate
proceedings. The amounts shown on those tax returns fairly present the tax
position of the Borrower and such subsidiaries and the Borrower does not expect
any material adjustments or any amounts shown on such tax returns. Each of the
Borrower and each subsidiary or affiliate has paid, or has provided adequate
reserves (in the good faith judgment of the management of the Borrower) for the
payment of, all foreign, federal and state income and franchise taxes applicable
for all prior fiscal years of the Borrower and for the current fiscal year to
the date hereof. As of the date hereof, no tax lien has been filed, and, to the
knowledge of the Borrower, no claim is being asserted, with respect to any tax,
fee or other charge.

	3.12  All employee benefit plans, as defined in Section 3(3) of ERISA
(defined below) and which are maintained for employees by the Borrower, a
subsidiary or an ERISA Affiliate (defined below) ("Plan"), comply with
all relevant provisions of the Internal Revenue Code of 1986 (the
"Code") and ERISA; no Plan is insolvent or in reorganization; no Plan
has an accumulated or waived funding deficiency or has applied for an extension
of any amortization period within the meaning of Section 412 of the Code;
neither the Borrower nor any subsidiary nor any ERISA Affiliate has incurred any
liability to or on account of a Plan which is a single-employer plan as defined
in Section 4001 (a) (15) of ERISA pursuant to Section 4062, 4063, 4064 or a
multi employer plan pursuant to Sections 515, 4201 or 4204, of ERISA; no
proceedings have been instituted to terminate any plan; and no condition exists
which constitutes a prohibited transaction (as defined in Section 406 of ERISA
or Section 4975 of the Code) or a reportable event (as defined in Section 4043
of ERISA), or which is reasonably expected will result in the Borrower, any
subsidiary or an ERISA Affiliate of incurring a liability to or on account of a
Plan pursuant to any of the foregoing Sections of ERISA or the Code.  As of the
date of this Agreement, the aggregate present value of all accrued benefit
liabilities (as defined in Section 4001(a)(6) of ERISA) of all Plans which were
single-employer plans did not exceed the aggregate current value of all assets
of such Plans based upon estimated actuarial data that has been provided to the
Borrower by the consulting actuaries of the Plans, and as of the date of this
Agreement, there was no withdrawal liability (and would be no withdrawal
liability assuming a complete withdrawal from all such Plans) to any Plan which
is a multi employer plan.



	"ERISA" means the Employee Retirement Income
Security Act of 1974, as amended, and any successor statute of similar import,
together with regulations thereunder, in each case as in effect from time to
time. References to sections of ERISA also refer to any successor sections.

	"ERISA Affiliate" means any person (as defined
in Section 3 (9) of ERISA) (including each trade or business (whether or not
incorporated)) which together with the Company or any Subsidiary would be deemed
to be a "single employer" or a member of the same "controlled
group" of "contributing sponsors" within the meaning of Section
4001 of ERISA

	3.13  The Borrower and its subsidiaries and affiliates
are in compliance with all applicable statutes, regulations and orders of, and
all applicable restrictions imposed by, all governmental bodies, domestic or
foreign, in respect of the conduct of their businesses and the ownership of
their properties, except such noncompliance as would not, in the aggregate,
reasonably be expected to have a material adverse effect on the condition
(financial or otherwise), prospects,  assets or properties of Borrower or any
subsidiary or affiliate.

3.14  The Borrower and its subsidiaries and affiliates have
never conducted business under any names other than those set forth in Item
3.14 of the Disclosure Schedule. The addresses of all offices where any of
the Collateral is located is listed in Item 3.14 of the Disclosure
Schedule.  The chief executive office and the chief place of business for the
Borrower, each of its subsidiaries, and affiliates and the office where each
thereof keeps its books and records, is located at the address specified in
Item 3.14 of the Disclosure Schedule.

	3.15    As of the date the last Financial Information was
received by Lender from Borrower, except to the extent disclosed, reflected or
reserved against therein or in Item 3.15 of the Disclosure Schedule,
Borrower did not have any material liabilities or obligations, known or unknown,
secured or unsecured, whether accrued, absolute, contingent or otherwise. 

	3.16  Since the date the last Financial Information was
received by Lender from Borrower, there has been no material adverse change in
or to the business of Borrower or its subsidiaries or affiliates, or to the
operations, earnings, prospects, liabilities or relationships with suppliers,
distributors or customers of Borrower or its subsidiaries or affiliates.  There
is no presently existing condition with respect to Borrower or its subsidiaries
or affiliates which might be expected to have a material adverse effect on the
business or prospects of Borrower or its subsidiaries or affiliates or the
continued conduct of the business of Borrower or its subsidiaries or Affiliates
after the date of the Closing. 

	3.17  No order, consent, approval, license, authorization
or validation of, or filing, recording or registration with, or exemption by, or
other act by (except as have been obtained or made), any governmental or public
body or authority, or any subdivision thereof, is required to authorize, or is
required in connection with, (a) the execution, delivery and performance by the
Borrower or its subsidiaries or affiliates of any Loan Document or (b) the
legality, validity, binding effect or enforceability against the Borrower or its
subsidiaries or affiliates of any Loan Document.



3.18  Borrower shall use the Loan Proceeds exclusively for commercial reasons
that are expressly approved by Lender in accordance with Section 4.2 below.

3.19    Borrower or its subsidiaries and affiliates (as the case may be) are
the legal and beneficial owner of the Collateral, and the Collateral is free and
clear of all mortgages, security interests, liens, equities, encumbrances and
claims of every kind (collectively, the "Encumbrances") except
for the Encumbrances set forth on Item 4.7 of the Disclosure Schedule and
the liens of the Lender as set forth in this Agreement.  The Collateral is and
will remain free and clear of all Encumbrances of any nature whatsoever, except
for those set forth on Item 4.7 of the Disclosure Schedule and the liens
of the Lender as set forth in this Agreement.






All of the subsidiaries and affiliates of Borrower are wholly owned by
Borrower.





3.21  The security interest and leasehold mortgage in favor of the Borrower
on the real and personal property located at Kenwood Mall, Cincinnati, Ohio, is
a first and best lien on such personal property and leasehold and Borrower has
not and will not allow any Encumbrances on such property to be superior to
Borrower's mortgage and security interest.


		ARTICLE IV
		ADDITIONAL COVENANTS AND OTHER AGREEMENTS

	4.1.	Finder's Fee. Borrower shall pay to
SDKI a cash fee of ten percent (10%) of all the Loan Proceeds disbursed to
Borrower, which amount shall be paid from the proceeds disbursed to
Borrower.




Disbursement Approval.  All disbursements of Loan
Proceeds shall be approved in writing in advance by Lender, in its sole and
absolute discretion.  Prior to any use by the Borrower of the Loan Proceeds, or
any portion thereof, Borrower shall have received Lender's prior written
approval of such use, with such approval being determined by Lender in its sole
and absolute discretion.  Notwithstanding the foregoing provisions of this
Section 4.2, Borrower shall not need any approval from Lender with respect to
its use of the first $50,000 of Loan Proceeds received by Borrower.

Registration Rights.  Within 60 days of the date
hereof, Borrower shall have used its best efforts to cause a registration
statement covering the resale of the shares of Common Stock issuable upon
conversion of the Note, exercise of the purchase rights under the Note, used for
payment of the accrued interest on the Note and  exercise of the Warrants to
have been declared effective by the Securities and Exchange Commission.  All
expenses of such registration, except fees for underwriting discounts and
selling commissions applicable to the resale of such Common Stock by Lender or
the holder of the Warrants, shall be borne by Borrower.  Lender and SDKI (and
their respective assigns) each agree to cooperate with the Borrower in the
preparation and filing of any such registration statement and in the furnishing
of information for inclusion therein, or in any efforts by the Borrower to
establish that the proposed sale is exempt under the Securities Act of 1933, as
amended, as to any proposed distribution.



4.4	Right of First Refusal.  As long as their
exists any principal or interest outstanding under the Note, the Borrower grants
to the Lender a right of first refusal to participate as an investor in any
offering of Borrower's Common Stock, securities convertible into Common Stock or
any other equity securities of the Borrower (collectively, the
"Securities"). If the Borrower receives an executed letter of
intent or term sheet from any third party with respect to a sale or transfer of
Securities that the Borrower is willing to accept, the Borrower shall promptly
give written notice thereof to the Lender, including all essential terms and
conditions of such proposed offering.  The Lender shall then have ten (10) days
after receipt of such written notice to elect to enter into an agreement with
the Borrower to participate in the proposed offering on the same terms and
conditions as set forth in the Borrower's written notice.  If the Lender
declines to exercise its right of first refusal upon written notice from the
Borrower or fails to notify the Borrower within a 10-day period of an election
to invoke its right of first refusal, the Borrower shall have a period of 30
days to enter into an agreement with such third party from whom it has received
an executed letter of intent for the sale or transfer of the Securities on the
exact terms and conditions that were provided to Borrower in the notice.  In the
event that Borrower does not effect a transfer or sale of the Securities within
the specified thirty-day period, the Lender's right of first refusal shall
continue to be applicable to any subsequent sale or transfer of the Securities
by the Borrower. 

4.5.	Approval of Equity and Debt Issuances.
Borrower and its subsidiaries and affiliates shall not issue any securities,
including options to purchase  securities, or take on any debt (other than the
debt reflected by the Note and trade payables incurred in the ordinary course of
business), without Lender's prior written approval, which approval shall be
given in Lender's sole and absolute discretion. 

4.6 	[Intentionally Deleted]

4.7 	Security Agreements.  In connection with the
Loan made pursuant to this Agreement, the Note shall be secured by a first and
best lien in all of the assets of the Borrower and its subsidiaries and
affiliates, including the shares of capital stock and membership interest in
Popmail Network, Inc., Fan Asylum, Inc. and Café Odyssey, LLC
(collectively, the "Collateral"); except for the Collateral set forth
in Item 4.7 of the Disclosure Schedule, which Lender shall have a lien
and security interest in, which shall be subordinated only to those persons or
entities identified in Item 4.7 of the Disclosure Schedule.  Borrower and
its subsidiaries and affiliates shall execute and deliver security agreements,
financing statements, pledge agreements and all other instruments and agreements
required by Lender that provide for a grant by Borrower and its subsidiaries and
affiliates to Lender of a security interest in all of the Collateral.   Borrower
shall take all other steps  necessary to keep such security interest in Lender
perfected and shall take no action to subordinate Lender's security interest to
any other person or entity without Lender's prior written approval.

4.8 	Default Under Loan Document.  In the event
that a default shall exist under any of the Loan Documents, Lender shall be
authorized to proceed with any and all remedies available to Lender thereunder.
A default under any of the Loan Documents shall constitute a default under each
other Loan Document and shall entitle Lender to pursue any and all remedies
under each or any of the Loan Documents.




Reserving Common Stock For Issuance.  The Borrower
shall at all times while the Warrants or the Lender's conversion and purchase
rights as set forth in the Note are outstanding, reserve and keep available out
of its authorized but unissued stock, such number of duly authorized Common
Stock as shall be sufficient to effect the conversion rights and purchase rights
under the Note and Warrants in accordance with their respective
terms.	

Reclassification of Common Stock.  The Borrower
covenants and agrees that in the event its present Common Stock shall be
reclassified, split, combined or otherwise changed, or in case of any
consolidation or merger of the Borrower with or into another corporation as a
result of which holders of Common Stock become entitled to receive securities or
other assets (including cash) with respect to or in exchange for their Common
Stock (other than a merger with a subsidiary in which merger the Borrower is the
continuing corporation and which does not result in any reclassification,
capital reorganization or other change of outstanding shares of Common Stock) or
in case of any sale, lease or conveyance to another corporation of the property
of the Borrower as an entirety or substantially as an entirety, the Borrower
shall make proper provision as a part of the terms of such reclassification,
split, combination, change, consolidation, merger or sale, that the holder of
the Warrants and the Note will thereafter be entitled to convert it into the
same kind and amount of securities (including in that term, stock of any class
or classes) and other assets as may be issuable or distributable by the terms of
such reclassification, split, combination, change, consolidation, merger or
sale.



	4.11  	Financial Statements. The Borrower
shall: (i) Within 45 days of the end of each quarter, furnish Lender with any
and all filings with the Securities and Exchange Commission including but not
limited to Form 10Q, and  a No Default Certificate in the form which in a form
acceptable to Lender; (ii) within 90 days of its fiscal year end, furnish
audited copies of the Borrower's balance sheet, income statement, and statement
of cash flows as well as a copy of Borrower's Form 10K; and (iii) within 30 days
of filing, the Borrower's consolidated federal income tax return.

	4.12	Taxes, Assessments and Liabilities. The
Borrower shall pay all taxes, assessments, and other liabilities when due,
except for those which are contested in good faith. File all required federal,
state and local tax returns on a timely basis.

	4.13	Notice.  The Borrower shall give the
Lender prompt notice of any: (i) default of this or any other agreement or
contract under which the Borrower or any of its subsidiaries or affiliates are
liable; (ii) environmental penalty, claim or dispute involving more than
$25,000.00; (iii) litigation, government proceeding or investigation filed or
threatened against Borrower or any of its subsidiaries or affiliates, Lender its
directors and officers involving more than $25,000.00; (iv) reportable event
under ERISA; or (v) material change in the business prospects or financial
condition of the Borrower or any of its subsidiaries or affiliates.

	4.14	Corporate Existence and Status.  Borrower
shall maintain its and its subsidiaries' and affiliates' corporate existence and
remain in good standing under the laws of each jurisdiction where the Borrower
and its subsidiaries or affiliates are duly qualified to conduct its
business.

	4.15	Protection of Intellectual Property.
Borrower and its subsidiaries and affiliates shall take all measures necessary
to defend and protect the Intangibles, and not commit or permit any action that
may impair the value of the Intangibles.

	4.16	Liens.   Borrower and its subsidiaries and
affiliates shall not create or permit to exist any Encumbrance with respect to
the Collateral, except for liens created in favor of the Lender hereunder.

	4.17	Compliance with Laws.  Borrower and its
subsidiaries and affiliates shall keep, observe, satisfy and not suffer
violations of any and all  laws, statutes, ordinances and/or regulations.
	

	4.18	Operate in the Ordinary Course.  Borrower
and its subsidiaries and affiliates shall continue to operate their respective
businesses in the ordinary and customary course, and not take any actions which
materially alter the nature or scope of their respective businesses as conducted
on the date of the Closing.

	4.19	Further Assurances.  Borrower and its
subsidiaries and affiliates shall provide Lender with such additional
information or documentation as Lender may request from time to time.
	4.20	Lender's Attorney's Fees.  At the Closing,
Borrower shall pay Lender's attorney's fees it has incurred related to the Loan
up to a maximum of $10,000.
ARTICLE V
DEFAULT AND REMEDIES

	5.1.	Events of Default.  The occurrence
of any one or more of the following events or the existence of one or more of
the following conditions shall, upon 30 days written notice to Borrower,
constitute an "Event of Default" under this Agreement provided
that the events set forth in Sections 5.1(a), 5.1(c), 5.1(f), 5.1(e), 5.1(g),
5.1(h), 5.1(k), 5.1(l) 5.1(n) and 5.1(o) shall constitute an Event of Default
immediately upon their occurrence and Lender shall not be required to provide
the 30 days' written notice for any such events:  



		(a)	Borrower shall fail to pay when due any
installment of principal or interest due under the Note, whether due on the date
provided for therein or by acceleration or otherwise, or Borrower shall fail to
pay when due any other amounts due under any of the Loan Documents;

(b)	Any material breach of a representation or warranty made in writing to
Lender by Borrower or its subsidiaries or affiliates made herein, in any Loan
Documents or in connection with the making of the Loan; 

(c)	The breach, default or violation by Borrower or its subsidiaries or
affiliates of any obligation, agreement or covenant contained in Loan Documents
or any other agreements, certificates or writings executed in connection
herewith by Borrower or its subsidiaries or affiliates; unless the same is cued
within any applicable grace period; 

(d)	any material provision of any of the Loan Documents shall at any time
for any reason cease to be in full force and effect or shall be declared to be
null and void; 

(e)	any litigation or proceeding is pending which may materially adversely
affect the ability of Borrower, its subsidiaries or affiliates to perform its
obligations under the Loan Documents; 



(f)	 the failure of the Borrower or its subsidiaries or
affiliates to comply with 


any other covenants or agreements contained in any of the
Loan Documents and not herein specifically referenced, unless the same is cured
within any applicable grace period; 

(g)	a material part of the operations of the Borrower or any of its
subsidiaries or affiliates shall cease for a period of thirty days; 

(h)	the liquidation, termination or dissolution of Borrower or any of its
subsidiaries or affiliates;

(i)	the occurrence of an event of default (as defined therein) in any of
the Loan Documents other than this Agreement;

(j)	the occurrence of any of the following transactions concerning the
Borrower without the prior written consent of the Lender (which shall be given
in its sole and absolute discretion): (i) the acquisition of the Borrower by
another entity by means of any transaction or series of related transactions
(including, without limitation, the transfer of more than 50% of the voting
power of the Borrower, reorganization, merger, consolidation); or (ii) a sale of
all or substantially all of the assets of the Borrower; unless the Borrower's
shareholders of record as constituted immediately prior to such acquisition or
sale will, immediately after such acquisition or sale (by virtue of securities
issued as consideration for the Borrower's acquisition or otherwise) hold at
least 50% of the voting power of the surviving or acquiring entity;

(k)	the issuance of any securities by Borrower's subsidiaries and
affiliates without the prior written consent of the Lender; 

(l)	the occurrence of any of the following transactions concerning the
Borrower's subsidiaries or affiliates without the prior written consent of the
Lender: (i) the acquisition (in whole or in part) of any subsidiary or affiliate
of the Borrower by another entity or person by means of any transaction or
series of related transactions (including, without limitation, the stock
purchase, stock issuance, reorganization, merger, consolidation); or (ii) a sale
of all or substantially all of the assets of the Borrower; 

(m)	Borrower's Common Stock is de-listed from the Nasdaq National or
SmallCap Market Systems; or 

(n)	if Lender shall reasonably deem itself to be insecure; or

(o)	the occurrence of an event which, with notice, lapse of time or both,
would constitute a default or event of default under the Loan Agreement dated as
of December 1, 2000, as amended, among GSI Ventures, LLC, Borrower, SDKI, PNI,
FAI,  and COL or the other loan documents relating to such loan.  



	5.2.	Remedies.  Upon the
occurrence of any Event of Default hereunder as above provided, and at any time
thereafter, all principal, interest and other amounts payable under the Note
shall, at the option of Lender, become immediately due and payable without
presentment, demand, protest or other notice of any kind, all of which are
expressly waived by Borrower.  Lender may proceed with every remedy available at
law or in equity or provided for in the Loan Documents or in any other document
executed in connection with the Loan, in such order or sequence as Lender may
determine in its sole discretion, including concurrently, independently, or
successively, and all expenses incurred by Lender in connection with any remedy
shall be deemed indebtedness of Borrower to Lender including, but not limited
to, reasonable attorneys' fees incurred by Lender.  
ARTICLE VI
GENERAL PROVISIONS

	6.1.	Amendments.  No provision or term
of the Loan Documents may be amended, modified, revoked, supplemented, waived or
otherwise changed except by a written instrument duly executed by the party from
whom enforcement is sought.  

	6.2.	Borrower Not Released.  Without
affecting any obligation of Borrower under this Agreement, Lender without notice
or demand may renew, extend or otherwise change the terms and conditions of the
Loan.  

	6.3.	Severability.  Whenever possible,
each provision of the Loan Documents shall be interpreted so as to be effective
and valid under New York law.  Should any provision, covenant or agreement
contained in the Loan Documents be deemed invalid, illegal or unenforceable in
any jurisdiction, the validity, legality and enforceability of the remaining
provisions of the Loan Documents shall not be impaired thereby, nor shall the
validity, legality or enforceability of any such defective provision be in any
way affected or impaired in any other jurisdiction.  

	6.4.	Successors and Assigns Bound;
Assignment.  The covenants and agreements contained herein shall bind the
parties hereto and each of their respective successors and assigns.  Borrower
may not assign this Agreement without the prior written consent of Lender.
Subject to the foregoing restriction, this Agreement shall inure to the benefit
of Lender and SDKI, their successors and assigns.  

	6.5.	No Third Party Benefits.  This
Agreement is made for the sole benefit of Borrower, Lender, PNI, FAO, COL, SDKI
and their respective successors and assigns, and no other person or persons
shall have any rights or remedies under or by reason of this Agreement.  

	6.6.	Headings.  The captions and
headings of the paragraphs in the Agreement are for convenience only and are not
used to interpret or define the provisions of the Agreement.  

	6.7.	Governing Law.  This Agreement and
the Loan Documents or any other documents executed in connection with the loan
shall be governed by and interpreted in accordance with the laws of the State of
New York, without regard to New York's conflict of laws principles.  

	6.8.	Conflict.  Should any provision of
any other Loan Documents conflict with any provision of this Agreement, the
provision selected by Lender, in its sole discretion, shall govern and shall be
controlling.  

6.9 	Jurisdiction.  Borrower, by its execution
hereof (i) hereby irrevocably submits to the exclusive jurisdiction of the State
of New York and to the exclusive jurisdiction of the United States District
Court for the Southern District of New York for the purpose of any suit, action
or other proceeding arising out of or based upon this Agreement, the Collateral
or the Loan Documents or the subject matter hereof or thereof brought by Lender,
any holder of the obligations of Borrower under the Loan Documents or their
respective successors or assigns, and (ii) agrees not to assert, by way of
motion, as a defense or otherwise, in any such proceeding, any claim that
Borrower is not subject personally to the jurisdiction of the above-named
courts, that Borrower's property is exempt or immune from attachment or
execution, that any such proceeding brought in one of the above-named courts is
brought in an inconvenient forum, that the venue of any such proceeding brought
in one of the above-named courts in improper, or that this Agreement, the
Collateral or any of the Loan Documents, or the subject matter hereof or
thereof, may not be enforced in or by such court.

6.10	Waiver of Jury.  LENDER AND BORROWER HEREBY
VOLUNTARILY, KNOWINGLY AND INTENTIONALLY WAIVE ANY AND ALL RIGHTS TO TRIAL BY
JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING UNDER THIS AGREEMENT OR
CONCERNING THE LOAN DOCUMENTS AND/OR ANY COLLATERAL CONTEMPLATED THEREBY,
REGARDLESS OF WHETHER SUCH ACTION OR PROCEEDING CONCERNS ANY CONTRACTUAL OR
TORTIOUS OR OTHER CLAIM.  BORROWER ACKNOWLEDGES THAT THIS WAIVER OF JURY TRIAL
IS A MATERIAL INDUCEMENT TO LENDER IN EXTENDING CREDIT, THAT LENDER WOULD NOT
HAVE EXTENDED SUCH CREDIT WITHOUT THIS JURY TRIAL WAIVER, AND THAT BORROWER HAS
BEEN REPRESENTED BY AN ATTORNEY OR HAS HAD AN OPPORTUNITY TO CONSULT WITH AN
ATTORNEY IN CONNECTION WITH THIS JURY TRIAL WAIVER AND UNDERSTANDS THE LEGAL
EFFECT OF THIS WAIVER.

	6.11	Obligations of Subsidiaries of Borrower.
PNI, FAI and COL all acknowledge and agree that each of them shall be bound by
Section 4.8 and all obligations, covenants, representations and warranties that
reference any subsidiary or affiliate of Borrower as if such obligations,
covenants, representations and warranties were fully made by them.  PNI, FAI and
COL further acknowledge and agree that each of them shall receive a material
benefit from the Loan received by Borrower from Lender because without it, PNI,
FAI and COL would no longer be able to continue their business as currently
operated.  The obligations of PNI, FAI and COL hereunder were a material
inducement to Lender to enter into this Agreement.

	6.12	Counterparts.  This Agreement may be
executed in one or more counterparts, each of which shall de deemed to be an
original but all of which together will constitute one and the same instrument.
This Agreement may be executed by facsimile signatures which shall have the same
force and effect as original signatures.

	6.13	Entire Agreement.  This Agreement and all
documents and agreements referred to in this Agreement supersede all prior
understandings, agreements and discussions between the parties concerning this
subject matter, with such prior understandings, agreements and discussions
between the parties being merged into this Agreement, and constitutes the entire
agreement between the parties with regard to this subject matter.

	6.14	Survival.  All of the obligations,
covenants, representations and warranties of Borrower and its subsidiaries and
affiliates shall survive the Closing and any subsequent Closing.

ARTICLE VII

CONDITIONS TO THE CLOSING

7.1	The obligation of Lender to complete the Closing is
subject to the satisfaction of each of the following conditions:

		(i)	Receipt of certified resolutions of Borrower
and its subsidiaries and affiliates authorizing the Loan and the grant of the
security interest in the Collateral to Lender;

		(ii)	Execution of the Loan Documents by Borrower
and its subsidiaries and affiliates, including the Note representing the
proceeds being disbursed at the Closing; 

		(iii)	Receipt of  Borrower's certified resolutions
authorizing the issuance and reservation of shares of Common Stock upon the
exercise of the Warrants and the conversion rights set forth in the Note in a
form satisfactory to Lender.

[Signature Page to Follow]


IN WITNESS WHEREOF, the parties hereto executed this Loan
Agreement as of the date first written above.
BORROWER:
POPMAIL.COM, INC., 

By:						

Its:___________________________

PMI:
POPMAIL NETWORK, INC.

By:						

Its:___________________________

LENDER:
THE SHAAR FUND LTD.,




By:	Shaar Advisory Services, N.V. (the advisor to The
Shaar Fund Ltd.)


By:						

Name:	W.J.Langeveld

Title:		Managing Director

FAI:
FAN ASYLUM, INC.

By:						

Its:___________________________

SDKI:
SDK INVESTMENTS, INC., 

By:						

Stephen D. King
President

COL:
CAFE ODYSSEY, LLC

By:						

Its:___________________________
DISCLOSURE SCHEDULE

ITEM 3.1 	SUBSIDIARIES AND AFFILIATES

ITEM 3.6	LITIGATION





ITEM 3.14 	NAMES OF BUSINESSES; ADDRESSES WHERE COLLATERAL LOCATED;
PRINCIPAL OFFICE ADDRESS OF BORROWER, SUBSIDIARIES AND AFFILIATES

ITEM 3.15	CONTINGENT LIABILITIES





ITEM 4.7	ENCUMBRANCES ON COLLATERAL



113679.5

SCHEDULE 3.1
Subsidiaries and Affiliates




Fan Asylum, Inc.
Popmail Network, Inc.
Cafe Odyssey, LLC
Schedule 3.6
Litigation

The Company entered into a bridge loan transaction on or about October 6,
2000, in which it issued a promissory note in favor of Great Western Business
Services in the principal amount of $600,000.  The note was payable in 30 days
and was secured by certain computer equipment owned by the Company.
Additionally, the lender obtained a "contingent" security interest in
the Company's units of Cafe Odyssey, LLC, which vested upon an event of default
thereunder.  The Company has failed to repay the note and the lender has
recently given the Company notice of such default.  Additionally, the lender has
informed the Company that it intends to retrieve the collateral as soon as is
practicable.  The lender has not given any notice or otherwise communicated to
the Company its intentions with respect to its interest in the Cafe Odyssey
units.   Cafe Odyssey, LLC currently has no assets.

On September 13, 2000, the Company received a Nasdaq Staff Determination
which indicates that the Company fails to comply with its common stock
maintaining a minimum bid price of $1.00 over the previous 30 consecutive
trading days as required by Marketplace Rule 4310 (c)(4). Therefore, in
accordance with Marketplace Rule 4310 (c)(8)(B), PopMail.com was provided 90
calendar days, or until December 12, 2000 to regain compliance with the Rule
for continued listing. There can be no assurances the Panel will grant the
Company's request for continued listing.  The Company has requested a hearing
with Nasdaq to appeal its determination to delist the Company's common stock,
which is scheduled for January 11, 2001.

On August 9, 2000, a lawsuit was filed against Fan Asylum, Inc. and Tim
McQuaid relating to an automobile accident.  The plaintiff in the action seeks
damages in excess of $25,000.  The Company has no other information concerning
this matter at the present time.


Schedule 3.14
Names of Businesses and Addresses






Fan Asylum, Inc.
1250 Folsom Street
San Francisco, CA  94103

Popmail Network, Inc.
1333 Corporate Drive, Suite 350
Irving, TX  75038

Café Odyssey, LLC






500 16th St. Suite 350
Denver, CO  80202



4. 	Cafe Odyssey	
	320 South Avenue
	Mall of America
	Bloomington, MN  55425


Schedule 3.15
Contingent Liabilities

The Kenwood Restaurant opened in December 1996 under the name
Hotel Discovery and was closed by the Company in August 1999. In November 1999,
the Company assigned the related lease (described below) in connection with the
pending sale of restaurant assets to a third party, who subsequently reopened
the restaurant under another name and continues to operate the same. The
property is approximately 17,000 square feet in size on three levels and is
located at the northeast corner of Sycamore Plaza at Kenwood Shopping Center in
Cincinnati, Ohio. Although the third party has paid all payments due under the
lease since November 1999, the Company remains primarily obligated under the
lease. 

The initial term of the lease is 15 years with an option for
two additional five-year periods. The lease provides for the payment of both a
monthly fixed minimum rent and a percentage rent based on gross sales in excess
of an escalating base amount. The monthly fixed minimum rent is $12,833 for the
first five years of the initial lease term, $14,117 for the sixth through tenth
years of the initial lease term, $15,400 for the eleventh through fifteenth
years of the initial lease term.

In addition to the fixed minimum rent, the lease provides for
the payment of a percentage rent equal to 4% of the gross sales from the
restaurant in excess of the following annual gross sales amounts; $3,850,000 for
the first five years of the initial lease term, $4,235,000 for the sixth through
tenth years of the initial lease term, $4,620,000 for the eleventh through
fifteenth years of the initial lease term. No percentage rent was paid in 1998
or 1999. In addition to the fixed minimum rent and percentage rent, the Company
is required to pay its proportionate share of common area maintenance costs;
taxes, insurance, maintenance and operating costs. 
Schedule 4.7
Encumbrances

See Schedule 3.6.



















EX-10.61
33
exh1061.htm
EXHIBIT













Exhibit 10.61



NEITHER THIS NOTE NOR THE SHARES OF COMMON STOCK ISSUABLE
UPON CONVERSION HEREUNDER HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION (TOGETHER, THE
"SECURITIES LAWS") AND MAY NOT BE OFFERED FOR SALE, SOLD OR
OTHERWISE  TRANSFERRED  OR  ENCUMBERED  IN  THE  ABSENCE  OF COMPLIANCE WITH
SUCH SECURITIES LAWS AND UNTIL THE COMPANY (AS DEFINED HEREIN) THEREOF SHALL
HAVE RECEIVED AN OPINION FROM COUNSEL REASONABLY ACCEPTABLE TO IT THAT THE
PROPOSED DISPOSITION WILL NOT VIOLATE ANY APPLICABLE SECURITIES LAWS.  

POPMAIL.COM, INC.

CONVERTIBLE PROMISSORY NOTE
WITH COGNOVIT PROVISION

	Irving, Texas
$200,000.00	December 21, 2000

	THIS CONVERTIBLE PROMISSORY NOTE (the
"Note") is a duly authorized Convertible Promissory Note of
PopMail.com., inc., a corporation duly organized and existing under the laws of
the State of Minnesota (the "Company"), designated as its 12%
Convertible Promissory Note Due January 5, 2002, in an aggregate principal
amount not exceeding U.S. $200,000 (the "Note").

	FOR VALUE RECEIVED, the Company promises to pay to
The Shaar Fund Ltd. ("Holder"), in lawful money of the United
States of America, the principal sum of Two Hundred Thousand Dollars
($200,000.00), together with interest in arrears on the unpaid principal balance
at a rate equal to Twelve Percent (12%) per annum, in the manner provided below.
Interest shall be calculated on the basis of a 360-day year of twelve 30-day
months and accrued on a daily basis for the actual number of days elapsed from
the date hereof on the principal balance from time to time outstanding as
hereinafter provided.

1.	Payments.

 	1.1	Principal and Interest. Accrued interest
under this Note shall be due and payable in quarterly installments on February
1, 2001, May 1, 2001, August 1, 2001 and November 1, 2001 and the entire
outstanding principal balance of the Note, together with all accrued but unpaid
interest thereon, shall be due and payable in full on January 5, 2002 (the
"Maturity Date"). Notwithstanding anything to the contrary
contained herein, upon Holder's consent, which shall be made in its sole and
absolute discretion, Company may pay any portion of the quarterly installments
of accrued interest payable hereunder with shares of Company's common stock, par
value $.01 per share (the "Common Stock").  The value of the
Common Stock used to pay any such quarterly installments of accrued interest
shall be determined by the closing sale price of the Common Stock as reported by
Nasdaq on the preceding trading day before the quarterly installment is
paid.

1.2	Manner of Payment.  Except as otherwise
provided herein, all payments of principal and interest on this Note shall be
made in immediately available funds.  If any payment of principal or interest on
this Note is due on a day which is not a Business Day, such payment shall be due
on the next succeeding Business Day, and such extension of time shall not be
taken into account in calculating the amount of interest payable under this
Note.  "Business Day" means any day other than a Saturday,
Sunday or legal holiday in the State of New York.

1.3	Prepayment.  The Company may, without premium
or penalty, at any time and from time to time, prepay all or any portion of the
outstanding principal balance due under this Note, provided that each such
prepayment is accompanied by the accrued interest on the amount of principal
prepaid calculated to the date of such prepayment.  The Company shall provide
Holder with not less than fifteen (15) days written notice prior to such
prepayment.  In the event a transaction described in Section 4.3 hereof is
contemplated prior to or contemporaneous with prepayment, said written notice
shall include the information specified in the notice made pursuant to Section
4.3 hereof.  
1.4	Default Interest.  Upon the occurrence of an
Event of Default (as defined below), this Note shall accrue interest at a
default rate of interest equal to the lesser of 18% per annum or the maximum
rate permitted under New York Law.

2.	Default.

	2.1	Event of Default.  The occurrence of any
one or more of the following events with respect to Company shall, upon 30 days'
written notice to the Company, constitute an event of default hereunder
("Event of Default") provided that, the events set forth in
Sections 2.1(a), 2.1(b), 2.1(c) and 2.1(d) shall constitute an Event of Default
immediately upon their occurrence and Lender shall not be required to provide
the 30 days written notice for any such event:

(a)	If Company shall fail to pay when due any payment of
principal or interest or other amount due on this Note.

(b)	If, pursuant to or within the meaning of the United
States Bankruptcy Code or any other federal or state law relating to insolvency
or relief of debtors (a "Bankruptcy Law"), the Company shall
(i) commence a voluntary case or proceeding; (ii) consent to the entry of an
order for relief against it in an involuntary case; (iii) consent to the
appointment of a trustee, receiver, assignee, liquidator or similar official;
(iv) make an assignment for the benefit of its creditors; or (v) admit in
writing its inability to pay its debts as they become due.







If a court of competent jurisdiction enters an order or
decree under any Bankruptcy Law that (i) is for relief against the Company in an
involuntary case, (ii) appoints a trustee, receiver, assignee, liquidator or
similar official for the Company or substantially all of the Company=s
properties, or (iii) orders the liquidation of the Company, and in each case the
order or decree is not dismissed within  30 days.





	(d)  	If an event of default occurs as defined in that
certain Loan Agreement executed on or about December 21, 2000 by and between the
Company, Holder, the Company's subsidiaries and SDK Investments, Inc. (the
"Loan Agreement") or an event of default occurs as defined in
any of the Loan Documents, regardless of whether or not such event of default is
caused by Company or any of its subsidiaries or affiliates who are a party to
the Loan Agreement or the Loan Documents.

	(e) 	A breach of any obligation or covenant of Company
set forth in this Note.







Any representation or warranty made in writing to
Holder by Company made in this Note or in connection with the making of the Loan
shall prove at any time to have been incorrect or materially misleading when
made.








Notice by the Company. The Company shall notify
Holder in writing within five days after the occurrence of any Event of Default
of which the Company acquires knowledge.

Remedies.  Upon the occurrence of any Event
of Default hereunder as above provided, and at any time thereafter, all
principal, interest and other amounts payable under this Note shall, at the
option of Holder, become immediately due and payable without presentment,
demand, protest or other notice of any kind, all of which are expressly waived
by Company.  Holder may proceed with every remedy available at law or in equity
or provided for in the Loan Documents or in any other document executed in
connection with the Loan, in such order or sequence as Holder may determine in
its sole discretion, including concurrently, independently, or successively, and
all expenses incurred by Holder in connection with any remedy shall be deemed
indebtedness of Company to Holder including, but not limited to, reasonable
attorneys' fees incurred by Holder.



3.	Conversion.




Holder Conversion.  









The Holder shall have the right, at the Holder's option,
at any time prior to payment in full of the principal balance of this Note, to
convert this Note, in accordance with the provisions of Section 3.2 hereof, in
whole or in part, into fully paid and nonassessable shares of Common Stock (the
"Common Stock") of the Company.  The number of shares of Common
Stock into which this Note may be converted ("Conversion
Shares") shall be determined by dividing: [A] the sum of (i) the
outstanding principal amount of the Note to be converted, (ii) all accrued
interest thereon to the date of conversion, and (iii) all other indebtedness
Company owes Holder under this Note, by [B] the amount equal to 140% of the
"Market Price" of the Common Stock (the "Conversion
Price"). 





 		(b) 	Notwithstanding Section 3.1(a), in the event
that Company has paid any amount it owes to Holder pursuant to this Note
("Partial Payment"), then from the date of the Partial Payment
for a period of 90 days, Holder shall have the right to purchase at a strike
price equal to the Conversion Price (the "Purchase Price") a
certain number of shares of the Common Stock (the "Purchase
Right").  The number of shares of Common Stock that Holder may purchase
shall be determined by dividing the Partial Payment by the Conversion Price.
For purposes of this Note, any shares of Common Stock that Holder purchases
pursuant to its Purchase Right shall be considered Conversion Shares.  The
Purchase Right may be exercised by Holder, in whole or in part, by written
notice to the Company, together with payment by Holder to the Company of the
Purchase Price in immediately available funds.

3.2	Conversion Procedure.

(a)	Notice of Conversion and Purchase Right
Pursuant to Section 3.1.  Before the Holder shall be entitled to convert
this Note into shares of Common Stock, it shall surrender this Note at the
office of the Company and shall give written notice  in the form attached hereto
as Exhibit A (the "Holder Conversion Notice") to the
Company at its principal corporate office, of the election to convert all or a
portion of this Note pursuant to Section 3.1(a).  If this Note is converted in
part only, the Company shall execute and deliver a new note to the Holder
thereof in the principal amount equal to the portion of this Note not so
converted.  Before the Holder may exercise its Purchase Right, it shall give
written notice to the Company at its principal corporate office, of its exercise
of its Purchase Right pursuant to Section 3.1(b) prior to the expiration of the
90-day period the Purchase Right is available.







Mechanics and Effect of Conversion.  No
fractional shares of Common Stock shall be issued upon conversion of this Note
or exercise of the Purchase Right.  Upon the conversion of this Note pursuant to
Section 3.1(a) above, the Holder shall surrender this Note, duly endorsed, at
the principal office of the Company.  At its expense, the Company shall, as soon
as practicable after receiving the Holder Conversion Notice or notice of
Holder's exercise of its Purchase Right, issue and deliver to such Holder at
such principal office a certificate or certificates for the number of shares of
Common Stock to which the Holder shall be entitled upon such conversion or
purchase (bearing such legends as are required by the Loan Agreement or
applicable state and federal securities laws in the opinion of counsel to the
Company), together with a new note for the principal amount of the Note that was
not converted, if any.  Upon conversion of all or a portion of this Note, the
Company shall be forever released from all its obligations and liabilities under
this Note, to the extent of the principal amount so converted.

Market Price.  The term "Market
Price" shall mean the lower of (i) the lowest trade of the Company's
Common Stock as reported by Nasdaq or (ii) the lowest price for which the
Company sells a share of Common Stock, each determined during the period
commencing thirty (30) days prior to the date of the Closing and ending thirty
(30) days after the date of the Closing.  





3.3	Limitations on Conversion.  Unless the Company
shall have obtained the approval of its voting shareholders to such issuance in
accordance with the rules of Nasdaq or any other stock market rules with which
the Company shall be required to comply, but only to the extent required
thereby, the Company shall not issue shares of its Common Stock (i) upon
conversion of any of the principal sum outstanding hereunder, or (ii) as
interest on the principal sum due hereunder, if such issuance of Common Stock,
when added to the number of shares of Common Stock previously issued by the
Company (x) upon conversion of the principal sum due under the Note and (y) in
payment of interest due under the Note, would equal or exceed 20 percent of the
number of shares of the Company's Common Stock that were issued and outstanding
on the date hereof (the "Maximum Issuance Amount").  In the
event that a properly executed Holder Conversion Notice is received by the
Company which would require the Company to issue shares of Common Stock equal to
or in excess of the Maximum Issuance Amount, the Company shall honor such
conversion request by (a) converting the amount of the principal and interest
stated in such conversion notice that is not in excess of the Maximum Issuance
Amount and (b) paying the remaining principal and interest due requested by
Holder to be converted; provided that, Company shall first use its best efforts
to obtain as soon as practicable after obtaining a Holder Conversion Notice the
approval of its voting shareholders to issue Conversion Shares in excess of the
Maximum Issuance Amount.

4.	Anti-Dilution Adjustments.

4.1	Adjustments for Stock Splits and Subdivisions.
In the event the Company should at any time or from time to time after the date
of issuance hereof fix a record date for the effectuation of a split or
subdivision of the outstanding shares of Common Stock or the determination of
holders of Common Stock entitled to receive a dividend or other distribution
payable in additional shares of Common Stock or other securities or rights
convertible into, or entitling the holder thereof to receive directly or
indirectly, additional shares of Common Stock (hereinafter referred to as
"Common Stock Equivalents") without payment of any consideration by
such holder for the additional shares of Common Stock or the Common Stock
Equivalents (including the additional shares of Common Stock issuable upon
conversion or exercise thereof), then, as of such record date (or the date of
such dividend distribution, split or subdivision if no record date is fixed),
the Conversion Price of this Note shall be appropriately decreased so that the
number of shares of Common Stock issuable upon conversion of this Note shall be
increased in proportion to such increase of outstanding shares.

4.2	Adjustments for Reverse Stock Splits. 
If the number of shares of Common Stock outstanding at any time after the date
hereof is decreased by a combination of the outstanding shares of Common Stock
through a reverse stock split, then, following the record date of such
combination, the Conversion Price for this Note shall be appropriately increased
so that the number of shares of Common Stock issuable on conversion of this Note
shall be decreased in proportion to such decrease in outstanding shares.

4.3	Adjust for Reorganization, Reclassification, Merger
and Sale.  If any capital reorganization or reclassification of the capital
stock of the Company, or consolidation or merger of the Company with another
corporation, or the sale of all or substantially all of its assets to another
corporation shall be effected in such a way that holders of the Company's Common
Stock shall be entitled to receive stock, securities or assets with respect to
or in exchange for such common shares, then, as a condition of such
reorganization, reclassification, consolidation, merger or sale, the Holder
shall have the right to convert and receive upon the basis and upon the terms
and conditions specified in this Note and in lieu of the shares of the Common
Stock of the Company immediately theretofore convertible and receivable upon the
exercise of the rights represented hereby, such shares of stock, other
securities or assets as would have been issued or delivered to the Holder as if
it had exercised this Note and had received such shares of common stock prior to
such reorganization, reclassification, consolidation, merger or sale.  The
Company shall not effect any such consolidation, merger or sale, unless prior to
the consummation thereof the successor corporation (if other than the Company)
resulting from such consolidation or merger or the corporation purchasing such
assets shall assume by written instrument executed and mailed to the registered
Holder of this Note at the last address of such Holder appearing on the books of
the Company, the obligation to deliver to such Holder such shares of stock,
securities or assets as, in accordance with the foregoing provisions, such
Holder may be entitled to convert.

4.4	Other Adjustment.  If the Company takes
any other action, or if any other event occurs which does not come within the
scope of the provisions of Sections 4.1 through 4.3, but which should result in
an adjustment in the Conversion Price and/or the number of shares subject to
this Note in order to fairly protect the purchase rights of the Holder, an
appropriate adjustment in such purchase rights shall be made by the Company.

4.5	Reservation of Stock Issuable Upon Conversion.
The Company shall at all times reserve and keep available out of its authorized
but unissued shares of Common Stock solely for the purpose of effecting the
issuance of the Conversion Shares such number of its shares of Common Stock as
shall from time to time be sufficient to issue the Conversion Shares; and if at
any time the number of authorized but unissued shares of Common Stock shall not
be sufficient to effect the issuance of the Conversion Shares,  in addition to
such other remedies as shall be available to the holder of this Note, the
Company will use its best efforts to take such corporate action as may, in the
opinion of Holder's counsel, be necessary to increase its authorized but
unissued shares to such number of shares as shall be sufficient for such
purposes.

5.	Miscellaneous.

5.1	Waiver.  The rights and remedies of Holder
under this Note shall be cumulative and not alternative.  No waiver by Holder of
any right or remedy under this Note shall be effective unless in a writing
signed by Holder.  Neither the failure nor any delay in exercising any right,
power or privilege under this Note will operate as a waiver of such right, power
or privilege and no single or partial exercise of any such right, power or
privilege by Holder will preclude any other or further exercise of such right,
power or privilege or the exercise of any other right, power or privilege.  To
the maximum extent permitted by nonwaivable applicable law, (a) no claim or
right of Holder arising out of this Note can be discharged by Holder, in whole
or in part by a waiver or renunciation of the claim or right unless in a
writing, signed by Holder; (b) no waiver that may be given by Holder will be
applicable except in the specific instance for which it is given; and (c) no
notice to or demand on the Company will be deemed to be a waiver of any
obligation of the Company or of the right of Holder to take further action
without notice or demand as provided in this Note.  The Company hereby waives
presentment, demand, protest and notice of dishonor and protest.

5.2	Notices.  The Company shall give any notice
required or permitted to be given hereunder to the Holder or the Holder to the
Company in accordance with the Loan Agreement. 

5.3	Severability.  If any court of competent
jurisdiction holds any provision in this Note invalid or unenforceable, the
other provisions of this Note will remain in full force and effect. Any
provision of this Note held invalid or unenforceable only in part or degree will
remain in full force and effect to the extent not held invalid or
unenforceable.

5.4	Governing Law.  This Note will be governed by
the laws of the State of New York without regard to conflicts of laws
principles.

5.5	Parties in Interest; Assignment.  This Note
shall bind the Company and its successors and assigns.  Subject to the
provisions of the legend on this Note, the Holder may assign this Note upon
providing Company notice of such assignment.




Section Headings, Construction.  The headings of
Sections in this Note are provided for convenience only and will not affect its
construction or interpretation.  All references to "Section" or
"Sections" refer to the corresponding Section or Sections of this Note
unless otherwise specified.



5.7  	Capitalized Terms.  All capitalized terms
used in this Note and not defined herein shall have the same meaning as in the
Loan Agreement.  
	5.8	Gender.  All words used in this Note will
be construed to be of such gender or number, as the circumstances require.
Unless otherwise expressly provided, the words "hereof" and
"hereunder" and similar references refer to this Note in its entirety
and not to any specific section or subsection hereof.

	5.9 	 JURY WAIVER.  THE UNDERSIGNED AND HOLDER
(BY ITS ACCEPTANCE HEREOF) HEREBY VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND
UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY
DISPUTE (WHETHER BASED UPON CONTRACT TORT OR OTHERWISE) BETWEEN OR AMONG THE
UNDERSIGNED AND HOLDER ARISING OUT OF OR IN ANY WAY RELATED TO THIS DOCUMENT,
ANY OTHER RELATED DOCUMENT, OR ANY RELATIONSHIP BETWEEN HOLDER AND THE
UNDERSIGNED.  THIS PROVISION IS A MATERIAL INDUCEMENT TO HOLDER TO PROVIDE THE
FINANCING DESCRIBED HEREIN OR IN THE OTHER LOAN DOCUMENTS.

5.10	Jurisdiction.  Company, by its execution
hereof (i) hereby irrevocably submits to the exclusive jurisdiction of the State
of New York and to the exclusive jurisdiction of the United States District
Court for the Southern District of New York for the purpose of any suit, action
or other proceeding arising out of or based upon this Note, the Loan Agreement
or any Loan Document or the subject matter hereof or thereof brought by Holder
or its successors or assigns, and (ii) agrees not to assert, by way of motion,
as a defense or otherwise, in any such proceeding, any claim that Company is not
subject personally to the jurisdiction of the above-named courts, that Company's
property is exempt or immune from attachment or execution, that any such
proceeding brought in one of the above-named courts is brought in an
inconvenient forum, that the venue of any such proceeding brought in one of the
above-named courts in improper, or that this Note, the Loan Agreement or any
Loan Document, or the subject matter hereof or thereof, may not be enforced in
or by such court.

CONFESSION OF JUDGMENT.  UPON AN EVENT OF DEFAULT,
COMPANY HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY-AT-LAW TO APPEAR
IN ANY COURT OF RECORD AND TO CONFESS JUDGMENT AGAINST COMPANY FOR THE UNPAID
AMOUNT OF THIS NOTE, PLUS ATTORNEYS' FEES AS PROVIDED IN THIS NOTE, PLUS COSTS
OF SUIT, AND TO RELEASE ALL ERRORS, AND WAIVE ALL RIGHTS OF APPEAL.   IF A COPY
OF THE NOTE, VERIFIED BY AN AFFIDAVIT, SHALL HAVE BEEN FILED IN THE PROCEEDING,
IT WILL NOT BE NECESSARY TO FILE THE ORIGINAL AS A WARRANT OF ATTORNEY.  COMPANY
WAIVES THE RIGHT TO ANY STAY OF EXECUTION AND THE BENEFIT OF ALL EXEMPTION LAWS
NOW OR HEREAFTER IN EFFECT. NO SINGLE EXERCISE OF THE FOREGOING WARRANT AND
POWER TO CONFESS JUDGMENT WILL BE DEEMED TO EXHAUST THE POWER, WHETHER OR NOT
ANY SUCH EXERCISE SHALL BE HELD BY ANY COURT TO BE INVALID, VOIDABLE, OR VOID;
BUT THE POWER WILL CONTINUE UNDIMINISHED AND MAY BE EXERCISED FROM TIME TO TIME
AS HOLDER MAY ELECT UNTIL ALL AMOUNTS OWING ON THIS NOTE HAVE BEEN PAID IN
FULL.

WARNING - BY SIGNING THIS PAPER YOU GIVE UP YOUR
RIGHT TO NOTICE AND COURT TRIAL.  IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY
BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN
BE USED TO COLLECT FROM REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE
CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY
WITH THE AGREEMENT, OR ANY OTHER CAUSE.


IN WITNESS WHEREOF, the Company has executed and
delivered this Note as of the date first stated above.

POPMAIL.COM, INC.


By:______________________________
Title:____________________________



Acknowledged and agreed to this 
21st day of December, 2000.


THE SHAAR FUND LTD.,



By:	Shaar Advisory Services, N.V.

 (the advisor to The Shaar Fund Ltd.)


By:  						


Name:   W. J. Langeveld

Title:      Managing Director





	EXHIBIT A



NOTICE OF CONVERSION
AT THE ELECTION OF THE HOLDER

(To Be Signed Only Upon Conversion of Note)


TO POPMAIL.COM, INC.

The undersigned, the holder of the foregoing Note, hereby
surrenders such Note for conversion into shares of Common Stock of POPMAIL.COM,
INC., to the extent of $_____ of the unpaid principal amount of such Note, and
requests that the certificates for such shares be issued  in  the  name  of,
and  delivered  to,  ______________  whose  address  is
________________________________.  


Dated: __________________________________



_________________________________














 (Signature must conform in all respects to 













name of holder as specified on the face of 
the Note)



_________________________________
(Address)


EX-10.62
34
exh1062.htm
EXHIBIT











Exhibit 10.62


AMENDMENT NO. 2 TO THE LOAN AGREEMENT AND NOTES


	This Amendment No. 2 to the Loan Agreement and Notes is entered into
on February 8, 2001 by and among GSI Ventures, LLC, an Ohio limited liability
company ("Lender") PopMail.com, inc., a Minnesota corporation (the
"Borrower"), SDK Investments, Inc., an Ohio corporation ("SDKI"),
PopMail Network, Inc., a Texas corporation ("PNI"), Fan Asylum, Inc., a
California corporation ("FAI"), Café Odyssey, LLC, a Minnesota
limited liability company ("COL") to amend (i) that certain Loan
Agreement dated December 1, 2000, as amended on December 8, 2000, by and between
the parties hereto, and (ii) the Notes (as defined below). 

	In consideration of the mutual covenants and agreements contained herein
and other good and valuable consideration, the receipt, sufficiency and adequacy
of which are hereby acknowledged, the parties hereby covenant and agree as
follows:



Amendment to Agreement. The parties do hereby agree to amend the
Agreement as follows:



New Section 2.4.  A new Section 2.4 is hereby added to the Agreement
immediately following Section 2.3 and reads as follows:








Particular Provisions in the Warrants.  The Lender Warrant issued
pursuant to this Agreement shall include a provision that, at the sole
discretion of the Lender, allows for the issuance of shares of Common Stock to
the members of the Lender upon exercise of the Lender Warrant. All Warrants
issued pursuant to this Agreement shall have a provision substantially similar
to the following:





Notwithstanding anything herein to the contrary, in no event shall the
holder be permitted to exercise this Warrant for shares of Common Stock to the
extent that (x) the number of shares of Common Stock beneficially owned by such
Holder (other than shares of Common Stock issuable upon exercise of this
Warrant) plus (y) the number of shares of Common Stock issuable upon exercise of
this Warrant, would be equal to or exceed 4.9% of the number of shares of Common
Stock then issued and outstanding, including shares issuable upon exercise of
this Warrant held by such holder after application of this Section ___.  As used
herein, beneficial ownership shall be determined in accordance with Section
13(d) of the Exchange Act.  To the extent that the limitation contained in this
Section ___ applies, the determination of whether this Warrant is exercisable
(in relation to other securities owned by the holder) and of which a portion of
this Warrant is exercisable shall be in the sole discretion of such holder, and
the submission of a Notice of Exercise shall be deemed to be such holder's
determination of whether this Warrant is exercisable (in relation to other
securities owned by such holder) and of which portion of this Warrant is
exercisable, in each case subject to such aggregate percentage limitation, and
the Company shall have no obligation to verify or confirm the accuracy of such
determination.  Nothing contained herein shall be deemed to restrict the right
of a holder to exercise this Warrant into shares of Common Stock at such time as
such exercise will not violate the provisions of this Section ___.  The
provisions of this Section ___ may be waived by the Holder of this Warrant upon,
at the election of the Holder, with 61 days' prior notice to the Company, and
the provisions of this Section ___ shall continue to apply until such
61st day (or such later date as may be specified in such notice of
waiver).  No exercise of this Warrant in violation of this Section ___ but
otherwise in accordance with this Warrant shall affect the status of the Common
Stock issued upon such exercise as validly issued, fully-paid and
nonassessable.






New Section 1.7.  A new Section 1.7 is added to the Agreement
immediately following Section 1.6,  and  reads as follows:





Limitations on Issuance of Common Stock.  The Notes issued pursuant to
this Agreement shall include a provision substantially similar to the
following:


Notwithstanding anything herein to the contrary, in no event shall the
Holder be permitted to receive Conversion Shares upon exercising its conversion
rights or Common Stock as payment for accrued interest on this Note
(collectively referred to as "Conversion Rights") to the extent that
(x) the number of shares of Common Stock beneficially owned by the Holder (other
than shares of Common Stock issuable upon exercise of Holder's Conversion
Rights) plus (y) the number of shares of Common Stock issuable upon exercise of
the Holder's Conversion Rights, would be equal to or exceed 4.9% of the number
of shares of Common Stock then issued and outstanding, including shares issuable
upon exercise of the Holder's Conversion Rights after application of this
Section ___.  As used herein, beneficial ownership shall be determined in
accordance with Section 13(d) of the Securities Exchange Act of 1934 (the
"Exchange Act").  To the extent that the limitation contained in this
Section ___ applies, the determination of whether Holder may exercise its
Conversion Rights (in relation to other securities owned by the Holder) and of
which a portion of the Conversion Rights are exercisable shall be in the sole
discretion of the Holder, and the submission of a Holder Conversion Notice (or
written notice in the case of payment of accrued interest in shares of Common
Stock) shall be deemed to be the Holder's determination of whether the
Conversion Rights are exercisable (in relation to other securities owned by the
Holder) and of which portion of the Conversion Rights are exercisable, in each
case subject to such aggregate percentage limitation, and the Company shall have
no obligation to verify or confirm the accuracy of such determination.  Nothing
contained herein shall be deemed to restrict the right of the Holder to exercise
its Conversion Rights at such time as such exercise will not violate the
provisions of this Section ___.  The provisions of this Section ___ may be
waived by the Holder upon, at the election of the Holder, 61 days' prior notice
to the Company, and the provisions of this Section ___ shall continue to apply
until such 61st day (or such later date as may be specified in such
notice of waiver).  No exercise of the Conversion Rights in violation of this
Section ___ but otherwise in accordance with this Note shall affect the status
of the Common Stock issued upon such exercise as validly issued, fully-paid and
nonassessable.


Amendment To Notes.  Those certain series of Convertible Promissory
Notes With Cognovit Provision issued by the Company pursuant to the Agreement
and dated December 1, 2000 in the amount of $400,000, December 8, 2000 in the
amount of $100,000, December 13, 2000 in the amount of $100,000 and December 15,
2000 in the amount of $100,000 (collectively the "Notes" or
individually as a "Note") are hereby amended as follows:





New Section 3.4.  A new Section 3.4 is added to the Notes immediately
following Section 3.3, which shall read as follows:

Limitations on Issuance of Common Stock.  Notwithstanding anything
herein to the contrary, in no event shall the Holder be permitted to receive
Conversion Shares upon exercising its conversion rights or Common Stock as
payment for accrued interest on this Note (collectively referred to as
"Conversion Rights") to the extent that (x) the number of shares of
Common Stock beneficially owned by the Holder (other than shares of Common Stock
issuable upon exercise of Holder's Conversion Rights) plus (y) the number of
shares of Common Stock issuable upon exercise of the Holder's Conversion Rights,
would be equal to or exceed 4.9% of the number of shares of Common Stock then
issued and outstanding, including shares issuable upon exercise of the Holder's
Conversion Rights after application of this Section 3.4.  As used herein,
beneficial ownership shall be determined in accordance with Section 13(d) of the
Securities Exchange Act of 1934 (the "Exchange Act").  To the extent
that the limitation contained in this Section 3.4 applies, the determination of
whether Holder may exercise its Conversion Rights (in relation to other
securities owned by the Holder) and of which a portion of the Conversion Rights
are exercisable shall be in the sole discretion of the Holder, and the
submission of a Holder Conversion Notice (or written notice in the case of
payment of accrued interest in shares of Common Stock) shall be deemed to be the
Holder's determination of whether the Conversion Rights are exercisable (in
relation to other securities owned by the Holder) and of which portion of the
Conversion Rights are exercisable, in each case subject to such aggregate
percentage limitation, and the Company shall have no obligation to verify or
confirm the accuracy of such determination.  Nothing contained herein shall be
deemed to restrict the right of the Holder to exercise its Conversion Rights at
such time as such exercise will not violate the provisions of this Section 3.4.
The provisions of this Section 3.4 may be waived by the Holder upon, at the
election of the Holder, 61 days' prior notice to the Company, and the provisions
of this Section 3.4 shall continue to apply until such 61st day (or
such later date as may be specified in such notice of waiver).  No exercise of
the Conversion Rights in violation of this Section 3.4 but otherwise in
accordance with this Note shall affect the status of the Common Stock issued
upon such exercise as validly issued, fully-paid and nonassessable.

Section 3.2(c).  Section 3.2(c) is hereby amended and superceded in
its entirety with the following:



(c)	Market Price.  The term "Market Price" shall mean
$.125.


Capitalized Terms.  All capitalized terms not otherwise defined
herein shall have the same meaning as in the Agreement or the Notes.

<SIGNATURE PAGE TO FOLLOW>

In Witness Whereof, the parties hereto have executed this Amendment No 2 to
the Loan Agreement and Notes as of the date first written above.

BORROWER:
POPMAIL.COM, INC., 

By:						

Its:___________________________

PMI:
POPMAIL NETWORK, INC.

By:						

Its:___________________________

LENDER:
GSI VENTURES, LLC,

By: SDK INVESTMENTS, INC., Manager
By:___________________________________
Stephen D. King
President

FAI:
FAN ASYLUM, INC.

By:						

Its:___________________________

SDKI:
SDK INVESTMENTS, INC., 

By:						

Stephen D. King
President

COL:
CAFE ODYSSEY, LLC

By:						

Its:___________________________






















EX-10.63
35
exh1063.htm
EXHIBIT











Exhibit 10.63


	STOCK PURCHASE AGREEMENT


	BETWEEN


	TIM McQUAID 


	AND


	PopMail.com, inc.



	February 14, 2001





	STOCK PURCHASE AGREEMENT

This Agreement entered into as of February 14, 2001, by and among
PopMail.com, inc., a Minnesota corporation ("Seller" and/or
"Shareholder"), and Tim McQuaid ("Buyer"). The Seller and
Buyer are referred to collectively herein as the "Parties," and
individually as a "Party."

The Seller owns all of the outstanding capital stock of Fan Asylum, Inc., a
California corporation (the "Target").

This Agreement contemplates a transaction in which the Buyer will purchase
from the Seller, and the Seller will sell to the Buyer, all of the outstanding
capital stock of the Target in return for cash and the other consideration set
forth herein.


1. Definitions.


"Adverse Consequences" means all actions, suits, proceedings,
hearings, investigations, charges, complaints, claims, demands, injunctions,
judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs,
reasonable amounts paid in settlement, liabilities, obligations, taxes, liens,
losses, expenses, and fees, including court costs and reasonable attorneys' fees
and expenses.

"Affiliate" has the meaning set forth in Rule 12b-2 of the regulations
promulgated under the Securities Exchange Act.

"Affiliated Group" means any affiliated group within the meaning of
Code  1504(a) or any similar group defined under a similar provision of state,
local or foreign law.

"Allocable Portion" means with respect to the share of any Seller in a
particular amount that fraction equal to the number of Target Shares the Seller
holds as set forth in  4(b) of the Disclosure Schedule over the total number of
outstanding Target Shares.

"Buyer" has the meaning set forth in the preface above.




"Cash" means cash and cash equivalents (including marketable
securities and short term investments) calculated in accordance with GAAP
applied on a basis consistent with the preparation of the Financial
Statements.

"Closing" has the meaning set forth in  2(f) below.

"Closing Date" has the meaning set forth in  2(f) below.

"COBRA" means the requirements of Part 6 of Subtitle B of Title I of
ERISA and Code  4980B.

"Code" means the Internal Revenue Code of 1986, as amended.

"Confidential Information" means any information concerning the
businesses and affairs of the Target that is not already generally available to
the public.

"Employee Benefit Plan" means any (a) nonqualified deferred
compensation or retirement plan or arrangement, (b) qualified defined
contribution retirement plan or arrangement which is an Employee Pension Benefit
Plan, (c) qualified defined benefit retirement plan or arrangement which is an
Employee Pension Benefit Plan (including any Multiemployer Plan), or (d)
Employee Welfare Benefit Plan or material fringe benefit or other retirement,
bonus, or incentive plan or program.

"Employee Pension Benefit Plan" has the meaning set forth in ERISA
 3(2).

"Employee Welfare Benefit Plan" has the meaning set forth in ERISA
 3(1).

"Environmental, Health, and Safety Requirements" shall mean all
federal, state, local and foreign statutes, regulations, and ordinances
concerning public health and safety, worker health and safety, and pollution or
protection of the environment, including without limitation all those relating
to the presence, use, production, generation, handling, transportation,
treatment, storage, disposal, distribution, labeling, testing, processing,
discharge, release, threatened release, control, or cleanup of any hazardous
materials, substances or wastes, as such requirements are enacted and in effect
on or prior to the Closing Date.

"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

"ERISA Affiliate" means each entity which is treated as a single
employer with Seller for purposes of Code  414.
"GAAP" means United States generally accepted accounting principles as
in effect from time to time.

"Income Tax" means any federal, state, local, or foreign income tax,
including any interest, penalty, or addition thereto, whether disputed or
not.

"Income Tax Return" means any return, declaration, report, claim for
refund, or information return or statement relating to Income Taxes, including
any schedule or attachment thereto.

"Knowledge" means actual knowledge without independent investigation.

"Multiemployer Plan" has the meaning set forth in ERISA  3(37).

"Ordinary Course of Business" means the ordinary course of business
consistent with part custom and practice (including with respect to quantity and
frequency).

"Party" has the meaning set forth in the preface above.

"PBGC" means the Pension Benefit Guaranty Corporation.

"Person" means an individual, a partnership, a corporation, an
association, a joint stock company, a trust, a joint venture, an unincorporated
organization, or a governmental entity (or any department, agency, or political
subdivision thereof).

"Purchase Price" has the meaning set forth in  2(b) below.

"Reportable Event" has the meaning set forth in ERISA  4043.

"Securities Act" means the Securities Act of 1933, as amended.

"Securities Exchange Act" means the Securities Exchange Act of 1934,
as amended.

"Security Interest" means any mortgage, pledge, lien, encumbrance,
charge, or other security interest, other than (a) mechanic's, materialmen's,
and similar liens, (b) liens for taxes not yet due and payable or for taxes that
the taxpayer is contesting in good faith through appropriate proceedings, (c)
purchase money liens and liens securing rental payments under capital lease
arrangements, and (d) other liens arising in the Ordinary Course of Business and
not incurred in connection with the borrowing of money.

"Seller" has the meaning set forth in the preface above.

"Subsidiary" means any corporation with respect to which a specified
Person (or a Subsidiary thereof) owns a majority of the common stock or has the
power to vote or direct the voting of sufficient securities to elect a majority
of the directors.

"Target" has the meaning set forth in the preface above.

"Target Share" means any share of the Common Stock of the Target.

"Third Party Claim" has the meaning set forth in  8(d) below.

2. Purchase and Sale of Target Shares.


(a) Basic Transaction. On and subject to the terms and conditions of
this Agreement, the Buyer agrees to purchase from the Seller, the Seller agrees
to sell to the Buyer, all of its Target Shares for the consideration specified
below in this  2.

(b) Purchase Price. The Buyer agrees to pay to the Seller at the
Closing the "Purchase Price" by delivery of (i) $100,000 in cash by wire
transfer or other delivery of immediately available funds (disbursement of which
is subject to post-closing covenants as described herein), (ii) the forfeiture
of all rights to receive additional PopMail stock, beyond the 87,673 shares
purchased on or about October 12, 2000 which are currently in escrow and to
which he is currently entitled and (iii) the release of all claims against
Seller, Seller's subsidiaries, past and present officers and directors of Seller
and Seller's subsidiaries, and agents, attorneys, consultants and employees of
Seller.  In addition, (A) McQuaid shall not be entitled to the 280,000 earn-out
shares or any shares which would otherwise be issued in connection with his
reset rights under the agreement by which PopMail.com, inc. bought the shares of
Fan Asylum and (B) PopMail.com, inc. shall have a 15% carried interest in
Target, such that if Target shall be sold before January 31, 2004, PopMail.com,
inc. shall receive 15% of the net sales proceeds arising from the sale of
Target.

(c)  Liabilities of Target.  Buyer takes the stock of Target subject
to all the liabilities of Target as they existed as of the Closing Date.

(d)	Releases.  On Closing, Buyer shall release
Seller of any and all claims it may have up through the date of Closing of this
Agreement.  Seller shall release Buyer, Buyer's subsidiaries, past and present
officers and directors of Buyer and Buyer's subsidiaries, and agents, attorneys,
consultants and employees of Buyer of any and all claims it may have against
Buyer up through the date of Closing of this Agreement, including any rights
under the Covenant not to Compete contained in the  June 14, 2000 Stock Purchase
Agreement and/or Employment Agreement and/or Non-Compete Agreement between Tim
McQuaid and Popmail.com and Fan Asylum, Inc. (together, the "2000 Stock
Purchase Agreement").

(e)  Popmail Shares.  The 87,673 shares of
PopMail.com, inc. referenced in 2(b) above shall be released from escrow to
Buyer upon the Closing, and shall be included in the next registration statement
which PopMail.com, inc. prepares and be `locked up' (no public sale allowed) for
90 days from the Closing Date.  Provided, however, that if said registration
statement is not accepted, PopMail.com, inc. agrees to include said share on
each subsequent registration statement which it files for any stock of the same
class. 

(f) The Closing. The closing of the transactions
contemplated by this Agreement (the "Closing") shall take place at the
offices of McQuaid, Metzler, Bedford & Van Zandt, commencing at 5:00 p.m.
local time on or before February 15, 2001 or such other date as the Buyer and
Seller may mutually determine (the "Closing Date).

(g) Deliveries at the Closing. At the Closing, (i) the
Seller will deliver to the Buyer the various certificates, instruments, and
documents referred to in  7(a) below, (ii) the Buyer will deliver to the Seller
the various certificates, instruments, and documents referred to in  7(b) below,
(iii) the Seller will deliver to the Buyer stock certificates representing all
of his or its Target Shares, endorsed in blank or accompanied by duly executed
assignment documents, and will deliver all of Target's corporate and financial
records, and the releases of liens described in   3(a)(v) below, iv) the Buyer
will deliver to Seller the cash consideration specified in  2(b) above, and (v)
the Seller will deliver to the Buyer the shares of PopMail.com, inc. described
in  2(e) above. 

3. Representations and Warranties Concerning the
Transaction.


(a) Representations and Warranties of the Seller.
Seller represents and warrants to the Buyer that the statements contained in
this  3(a) are correct and complete as of the date of this Agreement and will be
correct and complete as of the Closing Date (as though made then and as though
the Closing Date were substituted for the date of this Agreement throughout this
 3(a)) with respect to himself or itself, except as set forth herein.

(i) Organization of Seller. Seller is a corporation
duly organized, validly existing, and in good standing under the laws of the
jurisdiction of its incorporation.

(ii) Authorization of Transaction. The Seller has full
power and authority (including, if the Seller is a corporation, full corporate
power and authority) to execute and deliver this Agreement and to perform his or
its obligations hereunder. This Agreement constitutes the valid and legally
binding obligation of the Seller, enforceable in accordance with its terms and
conditions. The Seller need not give any notice to, make any filing with, or
obtain any authorization, consent, or approval of any government or governmental
agency in order to consummate the transactions contemplated by this
Agreement.

(iii) Noncontravention. Other than the liens
specifically identified in  3(a)(v) below, neither the execution and the
delivery of this Agreement, nor the consummation of the transactions
contemplated hereby, will (A) violate any constitution, statute, regulation,
rule, injunction, judgment, order, decree, ruling, charge, or other restriction
of any government, governmental agency, or court to which the Seller is subject
or, if the Seller is a corporation, any provision of its charter or bylaws or
(B) conflict with, result in a breach of, constitute a default under, result in
the acceleration of, create in any party the right to accelerate, terminate,
modify, or cancel, or require any notice under any agreement, contract, lease,
license, instrument, or other arrangement to which the Seller is a party or by
which it is bound or to which any of its assets is subject.

(iv) Brokers' Fees. The Seller has no liability or
obligation to pay any fees or commissions to any broker, finder, or agent with
respect to the transactions contemplated by this Agreement for which the Buyer
could become liable or obligated.

(v) Target Shares. The Seller holds of record and owns
beneficially 1,000 Target Shares, free and clear of any restrictions on transfer
(other than restrictions under the Securities Act and state securities laws),
taxes, Security Interests, options, warrants, purchase rights, contracts,
commitments, equities, claims, and demands.  The Seller is not a party to any
option, warrant, purchase right, or other contract or commitment that could
require the Seller to sell, transfer, or otherwise dispose of any capital stock
of the Target (other than this Agreement). The Seller is not a party to any
voting trust, proxy, or other agreement or understanding with respect to the
voting of any capital stock of the Target.  In addition to, and not by way of
limitation of the foregoing, Seller specifically warrants that it will deliver
the Target Shares free and clear of any liens held or purported to be held by
the Shaar Fund Ltd., SDK Investments, GSI Ventures, LLC, or Stephen King or any
Affiliate of any of them.

(b) Representations and Warranties of the Buyer. Buyer
represents and warrants to the Seller that the statements contained in this
 3(b) are correct and complete as of the date of this Agreement and will be
correct and complete as of the Closing Date (as though made then and as though
the Closing Date were substituted for the date of this Agreement throughout this
 3(b)), except as set forth herein.


(i) Authorization of Transaction. The Buyer has full
power and to execute and deliver this Agreement and to perform his obligations
hereunder. This Agreement constitutes the valid and legally binding obligation
of the Buyer, enforceable in accordance with its terms and conditions. The Buyer
need not give any notice to, make any filing with, or obtain any authorization,
consent, or approval of any government or governmental agency in order to
consummate the transactions contemplated by this Agreement.

(ii) Noncontravention, Neither the execution and the
delivery of this Agreement, nor the consummation of the transactions
contemplated hereby, will (A) violate any constitution, statute, regulation,
rule, injunction, judgment, order, decree, ruling, charge, or other restriction
of any government, governmental agency, or court to which the Buyer is subject
or any provision of its charter or bylaws or (B) conflict with, result in a
breach of, constitute a default under, result in the acceleration of, create in
any party the right to accelerate, terminate, modify, or cancel, or require any
notice under any agreement, contract, lease, license, instrument, or other
arrangement to which the Buyer is a party or by which it is bound or to which
any of its assets is subject.

(iii) Brokers' Fees. Buyer has no liability or
obligation to pay any fees or commissions to any broker, finder, or agent with
respect to the transactions contemplated by this Agreement for which any Seller
could become liable or obligated.

(iv) Investment. The Buyer is not acquiring the Target
Shares with a view to or for sale in connection with any distribution thereof
within the meaning of the Securities Act.

4. Representations and Warranties Concerning the
Target. Subject to the representations and warranties given by the Selling
Shareholders in Article IV of the 2000 Stock Purchase Agreement being correct in
all material respects, Seller makes the following Representations and
Warranties:

(a) Organization, Qualification, and Corporate Power.
Target is a corporation duly organized, validly existing, and in good standing
under the laws of the jurisdiction of its incorporation. 

(b) Capitalization. The entire authorized capital
stock of the Target consists of ten million (10,000,000) Target Shares, of which
one thousand (1,000) Target Shares are issued and outstanding. All of the issued
and outstanding Target Shares have been duly authorized, are validly issued,
fully paid, and nonassessable, and are held of record by. There are no
outstanding or authorized options, warrants, purchase rights, subscription
rights, conversion rights, exchange rights, or other contracts or commitments
that could require the Target to issue, sell, or otherwise cause to become
outstanding any of its capital stock. There are no outstanding or authorized
stock appreciation, phantom stock, profit participation, or similar rights with
respect to the Target.

(c) Title to Tangible Assets. The Target has good and
marketable title to, or a valid leasehold interest in, the material tangible
assets it uses regularly in the conduct of its business.

(d) Tax Matters.  Seller will be responsible for all
state and federal Income Tax Returns that Target is or was required to file
while the Seller owned Target through the Closing Date, and has or will pay all
Income Taxes owing, except where the failure to file Income Tax Returns or to
pay Income Taxes would not have a material adverse effect on the financial
condition of the Target taken as a whole.  Seller covenants that it will not
report in any Income Tax Return or related filing any allocation to Target of
items of income or expenses that is not reflected on the books as maintained by
Target for the time that Seller has been the owner of Target's shares, except to
the extent that such allocation is required by the Code or regulations
thereunder. 

(e) Real Property.  Target owns no real estate, and
leases its current office property from Buyer.

(f) Intellectual Property.  Seller has not transferred
any of the intellectual property held by Target when it was acquired by Seller
to any party.  Any Intellectual Property held by Seller as of the date of
acquisition of Target by Seller, unless it has expired, lapsed or otherwise been
terminated through no fault of Seller, remains the property of Target.  
(g) Contracts. Seller has not caused Target to enter
into any contract not signed by Tim McQuaid.

(h) Litigation. To the Knowledge of Seller, other than
the case of Law and Cerreta v. McQuaid and Fan Asylum, Inc. (Civ. Case No.
314245, San Francisco Superior Court) there is no instance in which the Target
(i) is subject to any outstanding injunction, judgment, order, decree, ruling,
or charge or (ii) is a party to any action, suit, proceeding, hearing, or
investigation of, in, or before any court or quasi-judicial or administrative
agency of any federal, state, local, or foreign jurisdiction, except where the
injunction, judgment, order, decree, ruling, action, suit, proceeding, hearing,
or investigation would not have a material adverse effect on the financial
condition of the Target taken as a whole.

(i) Disclaimer of other Representations and
Warranties. Except as expressly set forth in Sections 2(e), 3 and this
Section 4, the Seller make no representation or warranty, express or implied, at
law or in equity, in respect of the Target, its Subsidiaries, or any of their
respective assets, liabilities or operations, including, without limitation,
with respect to merchantability or fitness for any particular purpose, and any
such other representations or warranties are hereby expressly disclaimed. Buyer
hereby acknowledges and agrees that, except to the extent specifically set forth
in Section 3 and this Section 4, the Buyer is purchasing the Target shares on an
"as-is, where-is" basis.

5. Pre-Closing Covenants. The Parties agree as follows
with respect to the period between the execution of this Agreement and the
Closing.

(a) General. Each of the Parties will use his or its
reasonable best efforts to take all action and to do all things necessary in
order to consummate and make effective the transactions contemplated by this
Agreement (including satisfaction, but not waiver, of the closing conditions set
forth in  7 below).

(b) Exclusivity. Seller will not (and the Seller will
not cause or permit Target to) solicit, initiate, or encourage the submission of
any proposal or offer from any Person relating to the acquisition of all or
substantially all of the capital stock or assets of Target (including any
acquisition structured as a merger, consolidation, or share exchange);
provided, however, that the Seller, the Target, and their directors and
officers will remain free to participate in any discussions or negotiations
regarding, furnish any information with respect to, assist or participate in, or
facilitate in any other manner any effort or attempt by any Person to do or seek
any of the foregoing to the extent their fiduciary duties may require.

6. Post-Closing Covenants. The Parties agree as
follows with respect to the period following the Closing.

(a) General. In case at any time after the Closing any
further action is necessary to carry out the purposes of this Agreement, each of
the Parties will take such further action (including the execution and delivery
of such further instruments and documents) as any other Party reasonably may
request, all at the sole cost and expense of the requesting Party (unless the
requesting Party is entitled to indemnification therefor under  8 below).

(b) Litigation Support. In the event and for so long
as any Party actively is contesting or defending against any action, suit,
proceeding, hearing, investigation, charge, complaint, claim, or demand in
connection with (i) any transaction contemplated under this Agreement or (ii)
any fact, situation, circumstance, status, condition, activity, practice, plan,
occurrence, event, incident, action, failure to act, or transaction on or prior
to the Closing Date involving Target, each of the other Parties shall cooperate
with him or it and his or its counsel in the defense or contest, make available
their personnel, and provide such testimony and access to their books and
records as shall be necessary in connection with the defense or contest, all at
the sole cost and expense of the contesting or defending Party (unless the
contesting or defending Party is entitled to indemnification therefor under  8
below).

(c) Funding.  (i) Any capital (or funding of any kind)
advanced to Target by Seller on or after January 31, 2001 and through the date
of Close shall be reimbursed to Seller at Closing. (ii) Buyer commits to
providing a minimum of $200,000 in funding to Target within 90 days of
Closing.

	(d) Disbursements from Escrows. So long as all other
conditions of this Agreement are satisfied, Buyer and Seller covenant to execute
escrow instructions at Closing which pertain to the escrow held by the law firm
of Maslon Edelman Borman & Brand, LLP (the "Escrow Agent")
instructing the Escrow Agent to disburse $50,000 of $100,000 in its possession
to Seller and to hold the remaining $50,000 in accordance with this Section
6(d). Buyer shall thereafter cause Target to endeavor to secure a suitable fan
club contract with Aerosmith. Seller shall file a registration statement which
includes Buyer's 87,673 shares of PopMail.com, inc. described in sections 2(b)
and 2(e) above. If and only if a contract with Aerosmith is secured, and said
registration statement is filed, both to be consummated no later than 60 days
following the Closing, then Buyer and Seller covenant to execute further escrow
instructions  to the Escrow Agent instructing it to disburse the remaining
$50,000 of $100,000 in its possession to Seller. If either condition is not
satisfied within 60 days following the Closing, then the Escrow Agent shall
return the remaining $50,000 in funds in its possession to Buyer, and Buyer
shall have no further obligation 
to Seller.


7. Conditions to Obligation to Close.


(a) Conditions to Obligation of the Buyer. The
obligation of the Buyer to consummate the transactions to be performed by it in
connection with the Closing is subject to satisfaction of the following
conditions:

(i) the representations and warranties set forth in  3(a) and
 4 above shall be true and correct in all material respects at and as of the
Closing Date;

(ii) the Seller shall have performed and complied with all of
its covenants hereunder in all material respects through the Closing;

(iii) there shall not be any injunction, judgment, order,
decree, ruling, or charge in effect preventing consummation of any of the
transactions contemplated by this Agreement;

(iv) the Seller shall have delivered to the Buyer a
certificate to the effect that each of the conditions specified above in
 7(a)(i)-(iii) is satisfied in all respects; 

(v) all actions to be taken by the Seller in connection with
consummation of the transactions contemplated hereby and all certificates,
opinions, instruments, and other documents required to effect the transactions
contemplated hereby will be satisfactory in form and substance to the Buyer.

The Buyer may waive any condition specified in this  7(a) if
it executes a writing so stating at or prior to the Closing.

(b) Conditions to Obligation of the Seller. The
obligation of the Seller to consummate the transactions to be performed by them
in connection with the Closing is subject to satisfaction of the following
conditions:

(i) the representations and warranties set forth in  3(b)
above shall be true and correct in all material respects at and as of the
Closing Date;

(ii) the Buyer shall have performed and complied with all of
its covenants hereunder in all material respects through the Closing;

(iii) there shall not be any injunction, judgment, order,
decree, ruling, or charge in effect preventing consummation of any of the
transactions contemplated by this Agreement;

(iv) the Buyer shall have delivered to the Seller a
certificate to the effect that each of the conditions specified above in
 7(b)(i)-(iii) is satisfied in all respects;

(v) Seller's Board of Directors shall have approved and
Seller's secured lenders shall have approved and released all liens on Target
Stock and Target assets;

(vi) all actions to be taken by the Buyer in connection with
consummation of the transactions contemplated hereby and all certificates,
opinions, instruments, and other documents required to effect the transactions
contemplated hereby will be [reasonably] satisfactory in form and substance to
the Requisite Seller.

Seller may waive any condition specified in this  7(b) if it
executes a writing so stating at or prior to the Closing.
8. Survival of Representations and Warranties.


Other than as set forth in  4(d) and in  4(f) above, none of
the representations and warranties of the Seller contained in  4 above shall
survive the Closing hereunder. All of the representations and warranties of the
Parties contained in  3 above shall survive the Closing (unless the damaged
Party knew or had reason to know of any misrepresentation or breach of warranty
at the time of Closing) and continue in full force and effect forever thereafter
(subject to any applicable statutes of limitations).

9. Termination.


(a) Termination of Agreement. Certain of the Parties
may terminate this Agreement as provided below:

(i) Buyer and Seller may terminate this Agreement by mutual
written consent at any time prior to the Closing;

(ii) the Buyer may terminate this Agreement by giving written
notice to Seller at any time prior to the Closing in the event (A) Seller has
given the Buyer any notice pursuant to this Agreement above and (B) the
development that is the subject of the notice has had a material adverse effect
upon the financial condition of the Target taken as a whole;

(iii) the Buyer may terminate this Agreement by giving
written notice to Seller at any time prior to the Closing (A) in the event
Seller has breached any material representation, warranty, or covenant contained
in this Agreement (other than the representations and warranties in  4 above) in
any material respect, the Buyer has notified Seller of the breach, and the
breach has continued without cure for a period of 15 days after the notice of
breach or (B) if the Closing shall not have occurred on or before February 15,
2001, (unless the failure results primarily from the Buyer itself breaching any
representation, warranty, or covenant contained in this Agreement); and

(iv) Seller may terminate this Agreement by giving written
notice to the Buyer at any time prior to the Closing (A) in the event the Buyer
has breached any material representation, warranty, or covenant contained in
this Agreement in any material respect, any of the Seller has notified the Buyer
of the breach, and the breach has continued without cure for a period of 15 days
after the notice of breach or (B) if the Closing shall not have occurred on or
before February 15, 2001, (unless the failure results primarily from Seller
breaching any representation, warranty, or covenant contained in this
Agreement).

(b) Effect of Termination. If any Party terminates
this Agreement pursuant to  9(a) above, all rights and obligations of the
Parties hereunder shall terminate without any liability of any Party to any
other Party (except for any liability of any Party then in breach); provided,
however, that the confidentiality provisions contained herein shall survive
termination.

10. Miscellaneous.


(a) Press Releases and Public Announcements. No Party
shall issue any press release or make any public announcement relating to the
subject matter of this Agreement without the prior written approval of the Buyer
and Seller; provided, however, that any Party may make any public
disclosure it believes in good faith is required by applicable law or any
listing or trading agreement concerning its publicly-traded securities (in which
case the disclosing Party will use its best efforts to advise the other Parties
prior to making the disclosure).

(b) No Third-Party Beneficiaries. This Agreement shall
not confer any rights or remedies upon any Person other than the Parties and
their respective successors and permitted assigns.

(c) Entire Agreement. This Agreement (including the
documents referred to herein) constitutes the entire agreement among the Parties
and supersedes any prior understandings, agreements, or representations by or
among the Parties, written or oral, to the extent they have related in any way
to the subject matter hereof.

(d) Succession and Assignment. This Agreement shall be
binding upon and inure to the benefit of the Parties named herein and their
respective successors and permitted assigns. No Party may assign either this
Agreement or any of his or its rights, interests, or obligations hereunder
without the prior written approval of the Buyer and Seller; provided,
however, that the Buyer may (i) assign any or all of its rights and
interests hereunder to one or more of its Affiliates and (ii) designate one or
more of its Affiliates to perform its obligations hereunder (in any or all of
which cases the Buyer nonetheless shall remain responsible for the performance
of all of its obligations hereunder).

(e) Counterparts. This Agreement may be executed in
one or more counterparts, each of which shall be deemed an original but all of
which together will constitute one and the same instrument.

(f) Headings. The section headings contained in this
Agreement are inserted for convenience only and shall not affect in any way the
meaning or interpretation of this Agreement.

(g) Notices. All notices, requests, demands, claims,
and other communications hereunder will be in writing. Any notice, request,
demand, claim, or other communication hereunder shall be deemed duly given if
(and then two business days after) it is sent by registered or certified mail,
return receipt requested, postage prepaid, and addressed to the intended
recipient as set forth below:

If to the Seller:		Copy to:


	PopMail.com, inc.		Maslon, Edelman, Borman &
Brand
	Attn:  Stephen Spohn	Attn:  William Mower
	1333 Corporate Drive	3300 Norwest Center
	Suite 350				Minneapolis, Minnesota 55402
	Irving, Texas 75038


If to the Buyer:
Fan Asylum, Inc.
Attn: Tim McQuaid
1250 Folsom Street
San Francisco, CA 94103

Copy to:
	McQuaid, Metzler, Bedford & Van Zandt, LLP
	Attn: J. Dennis McQuaid, Esq.
	221 Main Street, 16th Floor
	San Francisco, CA 94105

Any Party may send any notice, request, demand, claim, or
other communication hereunder to the intended recipient at the address set forth
above using any other means (including personal delivery, expedited courier,
messenger service, telecopy, telex, ordinary mail, or electronic mail), but no
such notice, request, demand, claim, or other communication shall be deemed to
have been duly given unless and until it actually is received by the intended
recipient. Any Party may change the address to which notices, requests, demands,
claims, and other communications hereunder are to be delivered by giving the
other Parties notice in the manner herein set forth.

(h) Governing Law. This Agreement shall be governed by and
construed in accordance with the domestic laws of the State of California
without giving effect to any choice or conflict of law provision or rule
(whether of the State of California or any other jurisdiction) that would cause
the application of the laws of any jurisdiction other than the State of
California.


(i) Amendments and Waivers. No amendment of any
provision of this Agreement shall be valid unless the same shall be in writing
and signed by the Buyer and Seller. No waiver by any Party of any default,
misrepresentation, or breach of warranty or covenant hereunder, whether
intentional or not, shall be deemed to extend to any prior or subsequent
default, misrepresentation, or breach of warranty or covenant hereunder or
affect in any way any rights arising by virtue of any prior or subsequent such
occurrence.

(j) Severability. Any term or provision of this
Agreement that is invalid or unenforceable in any situation in any jurisdiction
shall not affect the validity or enforceability of the remaining terms and
provisions hereof or the validity or enforceability of the offending term or
provision in any other situation or in any other jurisdiction.

(k) Expenses. Each of the Buyer, the Target, and the
Seller will bear its own costs and expenses (including legal fees and expenses)
incurred in connection with this Agreement and the transactions contemplated
hereby. 

(l) Construction. The Parties have participated
jointly in the negotiation and drafting of this Agreement. In the event an
ambiguity or question of intent or interpretation arises, this Agreement shall
be construed as if drafted jointly by the Parties and no presumption or burden
of proof shall arise favoring or disfavoring any Party by virtue of the
authorship of any of the provisions of this Agreement.  Any reference to any
federal, state, local, or foreign statute or law shall be deemed also to refer
to all rules and regulations promulgated thereunder, unless the context requires
otherwise. The word "including" shall mean including without limitation.

(m) Incorporation of Exhibits, Annexes, and Schedules.
The Exhibits, Annexes, and Schedules identified in this Agreement are
incorporated herein by reference and made a part hereof.

IN WITNESS WHEREOF, the Parties hereto have executed this
Agreement as of the date first above written.


PopMail.com, inc. 		PopMail.com, inc.		
Stephen J. Spohn, Secretary		Stephen J. Spohn, C.F.O.




By: ________________________		By: _______________________




TIM McQUAID




By: __________________________	



















EX-10.64
36
exh1064.htm
EXHIBIT











Exhibit 10.64

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE
SECURITIES LAWS OF CERTAIN STATES.  THESE SECURITIES ARE SUBJECT TO RESTRICTIONS
ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM.  HOLDERS SHOULD BE AWARE THAT THEY MAY BE
REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD
OF TIME.  THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN
FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED
TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE
SECURITIES LAWS.
PROMISSORY NOTE
$100,000.00		March 2, 2001
Minneapolis, MN
Subject to the terms and conditions of this Note, for good and valuable
consideration received in the form of fifty thousand dollars ($50,000) on March
2, 2001 and fifty thousand dollars ($50,000) on February 1, 2001, PopMail.com,
Inc., a Minnesota corporation (the "Company"), promises to pay to the
order of The Shaar Fund Ltd. (the "Holder"), the principal amount of
one hundred thousand dollars ($100,000.00), plus simple interest accrued on
unpaid principal from the date of this Note until paid at the rate of twelve
percent (12%) per annum, payable on demand.
The following is a statement of the rights of the Holder and the terms and
conditions to which this Note is subject, and to which the Holder hereof, by the
acceptance of this Note, agrees.  Neither Holder, its principals or affiliates
have any other obligations, liabilities or responsibilities to the Company
except as expressly set forth in this Note or as may otherwise be agreed to in
writing by the parties.
Payment.  The principal and accrued interest under this Note will be
paid to the Holder within five (5) days of demand by the Holder (the
"Maturity Date").  All payments of principal and/or interest under
this Note will be made by mail to the address of record of the Holder.

Events of Default.  If the Company defaults in the payment of any part
of the principal or interest of this Note when due and payable, and if such
default is not cured by the Company within five (5) business days after the
Holder has given the Company written notice of such default, then the Holder may
declare the entire unpaid principal and accrued interest on this Note
immediately due and payable, by notice in writing to the Company, without any
other presentment, demand, protest or other notice of any kind or character, all
of which are hereby expressly waived, anything herein to the contrary
notwithstanding.  
Assignment.  The rights and obligations of the Company and the Holder
will be binding upon and inure to the benefit of the successors, assigns, heirs,
administrators and transferees of the parties.  The Company may not assign this
Note without the express written consent of Holder. 
Waiver and Amendment.  Any provision of this Note may be amended,
waived or modified upon the written consent of the Company and the Holder.
Notices.  Any notice, request or other communication required or
permitted hereunder will be in writing and shall be deemed to have been duly
given if delivered (i) personally or telephonically (including by
facsimile), (ii) by email (if receipt thereof is confirmed by a separate message
delivered by the recipient to the sender), (iii) by courier, or (iv) mailed
by registered or certified mail, postage prepaid, at the respective addresses of
the parties as set forth herein.  Notice to the Holder shall be provided to: The
Shaar Fund Ltd., c/o Levinson Capital Management, Attention: Samuel Levinson, 2
World Trade Center, Suite 1820, New York, NY 10048.  Any party hereto may by
notice so given change its address for future notice under this Note.  Notice
will conclusively be deemed to have been given when personally delivered or when
deposited in the mail or delivered to a courier, or when sent by email following
confirmation in the manner set forth above and will be deemed to have been
received when delivered.  
Governing Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of Minnesota, excluding that body of law
relating to conflict of laws.
Headings.  All headings used herein are used for convenience only and
will not be used to construe or interpret this Note.  
IN WITNESS WHEREOF, the parties have caused this Note to be issued on March
2, 2001.
"COMPANY":
PopMail.com, Inc.


By: 		Stephen J. Spohn
Title: 		CFO
Address: 	PopMail.com, Inc.
		1333 Corporate Drive, Suite 350
		Irving, TX 75038


















EX-10.65
37
exh1065.htm
EXHIBIT













Exhibit 10.65


THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE
SECURITIES LAWS OF CERTAIN STATES.  THESE SECURITIES ARE SUBJECT TO RESTRICTIONS
ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM.  HOLDERS SHOULD BE AWARE THAT THEY MAY BE
REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD
OF TIME.  THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN
FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED
TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE
SECURITIES LAWS.
PROMISSORY NOTE
$80,000.00		March 13, 2001
Minneapolis, MN
Subject to the terms and conditions of this Note, for good and valuable
consideration received in the form of fifty thousand dollars ($50,000) on March
13, 2001 and thirty thousand dollars ($30,000) on March 16, 2001, PopMail.com,
Inc., a Minnesota corporation (the "Company"), promises to pay to the
order of The Shaar Fund Ltd. (the "Holder"), the principal amount of
eighty thousand dollars ($80,000.00), plus simple interest accrued on unpaid
principal from the date of this Note until paid at the rate of twelve
percent (12%) per annum, payable on demand.
The following is a statement of the rights of the Holder and the terms and
conditions to which this Note is subject, and to which the Holder hereof, by the
acceptance of this Note, agrees.  Neither Holder, its principals or affiliates
have any other obligations, liabilities or responsibilities to the Company
except as expressly set forth in this Note or as may otherwise be agreed to in
writing by the parties.
Payment.  The principal and accrued interest under this Note will be
paid to the Holder within five (5) days of demand by the Holder (the
"Maturity Date").  All payments of principal and/or interest under
this Note will be made by mail to the address of record of the Holder.

Events of Default.  If the Company defaults in the payment of any part
of the principal or interest of this Note when due and payable, and if such
default is not cured by the Company within five (5) business days after the
Holder has given the Company written notice of such default, then the Holder may
declare the entire unpaid principal and accrued interest on this Note
immediately due and payable, by notice in writing to the Company, without any
other presentment, demand, protest or other notice of any kind or character, all
of which are hereby expressly waived, anything herein to the contrary
notwithstanding.  
Assignment.  The rights and obligations of the Company and the Holder
will be binding upon and inure to the benefit of the successors, assigns, heirs,
administrators and transferees of the parties.  The Company may not assign this
Note without the express written consent of Holder.
Waiver and Amendment.  Any provision of this Note may be amended,
waived or modified upon the written consent of the Company and the Holder.
Notices.  Any notice, request or other communication required or
permitted hereunder will be in writing and shall be deemed to have been duly
given if delivered (i) personally or telephonically (including by
facsimile), (ii) by email (if receipt thereof is confirmed by a separate message
delivered by the recipient to the sender), (iii) by courier, or (iv) mailed
by registered or certified mail, postage prepaid, at the respective addresses of
the parties as set forth herein.  Notice to the Holder shall be provided to: The
Shaar Fund Ltd., c/o Levinson Capital Management, Attention: Samuel Levinson, 2
World Trade Center, Suite 1820, New York, NY 10048.  Any party hereto may by
notice so given change its address for future notice under this Note.  Notice
will conclusively be deemed to have been given when personally delivered or when
deposited in the mail or delivered to a courier, or when sent by email following
confirmation in the manner set forth above and will be deemed to have been
received when delivered.
Governing Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of Minnesota, excluding that body of law
relating to conflict of laws.
Headings.  All headings used herein are used for convenience only and
will not be used to construe or interpret this Note.  
IN WITNESS WHEREOF, the parties have caused this Note to be issued on March
13, 2001.
"COMPANY":
PopMail.com, Inc.


By: 		Stephen J. Spohn
Title: 		CFO
Address:	PopMail.com, Inc.
		1333 Corporate Drive, Suite 350
		Irving, TX 75038



















EX-10.66
38
exh1066.htm
EXHIBIT











Exhibit 10.66
INTERCREDITOR AND
SUBORDINATION AGREEMENT
	THIS INTERCREDITOR AND SUBORDINATION AGREEMENT (the
"Intercreditor Agreement") is made as of this ___ day of __________, 2001, by
and between GSI VENTURES, LLC, an Ohio limited liability company ("GSI"),
THE SHAAR FUND LTD. ("Shaar"), GREAT WESTERN BUSINESS SERVICES,
INC. ("GWBS"), a Texas corporation and FAIRVIEW PARTNERS, an Ohio
general partnership ("Fairview")(each individually a "Lender" and collectively
the "Lenders").


RECITALS:

	WHEREAS, Popmail.com, Inc., a Minnesota corporation (the
"Borrower"), is engaged in the business of (i) internet commerce and (ii) the
ownership and operation of two Café Odyssey restaurants located at 320
South Avenue, Mall of America, Bloomington, Minnesota 55425 (the "MOA
Restaurant") and at 500 16th Street, Suite 350, Denver, Colorado 80202 (the
"Denver Restaurant") (collectively, the MOA Restaurant and the Denver Restaurant
are referred to herein as the "Restaurant Operations"), which the MOA Restaurant
has been or will be purchased by SDK AD, LLC, an Ohio limited liability company,
and which the Denver Restaurant has been or will be purchased by SD KINGDM, LLC,
an Ohio limited liability company;

	WHEREAS, the Borrower and GSI are parties to that certain
Loan Agreement dated December 1, 2000, as amended pursuant to the Amendment No.
1 to the Loan Agreement dated December 8, 2000, Amendment No. 2 to the Loan
Agreement and Notes dated February 8, 2001 and other related agreements, all as
may be amended further from time to time (collectively, the "GSI Loan
Documents"), pursuant to which GSI has issued or will issue loans to Borrower in
the aggregate original principal amount of up to Four Million Dollars
($4,000,000) (the "GSI Debt").  Pursuant to the GSI Loan Documents, Borrower has
granted GSI a security interest in all of Borrower's assets related to the
Restaurant Operations (the "Collateral") and a security interest in all other
assets of the Borrower excluding the Restaurant Operations (the "Other
Collateral");

	WHEREAS, Borrower and GWBS have agreed to enter into a
certain Promissory Note to be dated  on or about February __, 2001 (the
"GWBS/Popmail Note"), GWBS and SDK AD, LLC have agreed to enter into a certain
Promissory Note to be dated of even date with the GWBS/Popmail Note, and GWBS
and SDKINGDM, LLC have agreed to enter into a certain Promissory Note to be
dated of even date with the GWBS/Popmail Note, and other related documents
thereto, all as may be amended further from time to time (collectively, the
"GWBS Loan Documents") pursuant to which Borrower, SDK AD, LLC and SDKINGDM, LLC
will be obligated to pay GWBS an aggregate principal amount for all three notes
of Eight Hundred Seventeen Thousand Dollars ($817,000.00) (the "GWBS Debt").
Pursuant to the GWBS Loan Documents, Borrower, SDK AD, LLC and SDKINGDM, LLC
have granted or will grant GWBS a security interest in the Collateral;

	WHEREAS, Borrower and Shaar are parties to that certain
Loan Agreement dated December 20, 2000 and other related agreements, all as may
be amended further from time to time (collectively, the "Shaar Loan Documents")
pursuant to which Shaar has issued a loan to Borrower in the original principal
amount of Two Hundred Thousand Dollars ($200,000) (the "Shaar Debt").  Pursuant
to the Shaar Loan Agreement, Borrower has granted Shaar a security interest in
the Collateral and the Other Collateral;

	WHEREAS, Borrower and Fairview are parties to that
certain Loan Agreement dated August 24, 1999, as amended pursuant to the
Amendment To Loan Documents and Agreement dated October 30, 2000 and other
related agreements (including the Assignment, Assumption and Modification
Agreement entered into or to be entered into between Fairview  SDK AD, LLC
("SDKAD"), SDKINGDM, LLC ("SDKINGDM") and Popmail.com, inc. concerning the
Fairview Debt (the "Fairview Agreement")), all as may be amended further from
time to time (collectively the "Fairview Loan Documents") pursuant to which
Fairview has issued a loan to Borrower in the original principal amount of Two
Million Dollars ($2,000,000) with a current outstanding principal balance of One
Million Five-Hundred Thousand Dollars ($1,500,000) (the "Fairview Debt").
Pursuant to the Fairview Loan Documents, Borrower has granted Fairview a
security interest in the Collateral (the GSI Loan Documents, GWBS Loan
Documents, Shaar Loan Documents and Fairview Loan Documents are sometimes
collectively referred to herein as the "Loan Documents") (the GSI Debt, GWBS
Debt and the Shaar Debt are sometimes collectively referred to as the
"Subordinate Debt" and GSI, GWBS and Shaar are sometimes collectively referred
to as "Subordinate Lenders" or individually as a "Subordinate Lender"); and

	WHEREAS, GSI, GWBS, Shaar and Fairview, each as a
creditor of Borrower, desire to enter into this Intercreditor Agreement for
purposes of setting forth the relative rights and interests of each party in and
to the collateral pledged by Borrower.

	NOW, THEREFORE, in consideration of the foregoing
Recitals, which are hereby incorporated herein as if fully set forth below, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:

	1. Subordination and Intercreditor Provisions.
	1.1 Subordination.  Subject to Section 1.3 of this
Intercreditor Agreement, each of the Subordinate Lenders agree that each
Subordinate Lender's right to receive scheduled payments of principal and/or
interest under their respective Loan Documents shall be subordinate and junior
to Fairview's right to receive scheduled payments of principal and/or interest
under the Fairview Loan Documents until such time as the Fairview Debt is repaid
in full.
	1.2 Insolvency, Etc.

	(a) Subject to Section 1.3 of
this Intercreditor Agreement, in the event of any insolvency, bankruptcy,
receivership, liquidation, reorganization or other similar proceedings
(collectively, "Bankruptcy Proceedings") relative to the Borrower or to the
Collateral, or in the event of any proceedings for voluntary liquidation,
dissolution or other winding up of the Borrower, whether or not involving
insolvency or bankruptcy, Fairview shall be entitled in any such proceedings to
receive payment from the sale or other distribution of the Collateral on account
of the Fairview Debt before the Subordinate Lenders are entitled in any such
proceedings to receive any payment on account of the Subordinate Debt from the
sale or other distribution of the Collateral, and to that end in any such
proceedings any payment or distribution of any kind or character of the
Collateral, whether in cash or in other property, to which the Subordinate
Lenders would be entitled but for the provisions hereof, shall be delivered to
Fairview to the extent necessary to make payment in full in cash of all Fairview
Debt remaining unpaid.

(b) The Subordinate Lenders at the request of Fairview shall
in any proceedings described in Section 00, in the name of Fairview, file
claims, proofs of claims and other instruments of similar character necessary to
enforce the obligations of the Borrower in respect of the Subordinate Debt.  In
the event that any Subordinate Lender shall fail to take such action within five
business days upon request by Fairview, Fairview may, on behalf of such
Subordinate Lender, demand, sue for, collect and receive any and all such monies
or other assets and give acquittance therefor, file any claim, proof of claim or
other instrument of similar character, and take such other action (in its own
name or in the name of such Subordinate Lender) as Fairview may reasonably deem
necessary or advisable for enforcement of the obligations of the Borrower in
respect of the Subordinate Debt; provided that, Fairview shall have no right to
take any action in the name of any Subordinate Lender related to the Other
Collateral.
	1.3 Other Collateral; Conversion Rights.  
 (a) 	Notwithstanding anything to the contrary in this
Intercreditor Agreement, nothing in this Intercreditor Agreement shall impair
the rights of the Subordinate Lenders to take any and all action to enforce
their respective rights in, or receive payments or distributions on account of a
sale or other disposition of the Other Collateral; provided,
however, the Subordinate Lenders shall not take any action to enforce
their respective rights in the Other Collateral that would have a material
adverse effect on the Collateral; provided further, that any
actions taken by a Subordinate Lender to enforce its rights on Other Collateral
that is not owned or in the possession of the holder of the Collateral shall be
deemed to not cause a material adverse effect on the Collateral.

(b) 	In the event of any Bankruptcy Proceedings relative
to the Borrower or the Other Collateral, or in the event of any proceedings for
voluntary liquidation, dissolution or other winding up of the Borrower, whether
or not involving insolvency or bankruptcy, GSI and Shaar shall be entitled in
any such proceedings to receive payment, on a pro rata basis from the sale or
other distribution of the Other Collateral on account of GSI Debt and Shaar Debt
before Fairview and GWBS are entitled in any such proceedings to receive any
payment on account of the Fairview Debt and GWBS Debt from the sale or other
distribution of the Other Collateral, and to that end in any such proceedings
any payment or distribution of any kind or character of the Other Collateral,
whether in cash or in other property, to which Fairview or GWBS would be
entitled but for the provisions hereof, shall be delivered to GSI and Shaar to
the extent necessary to make payment in full in cash of all GSI Debt and Shaar
Debt remaining unpaid.



(c) 	Notwithstanding anything to the contrary in this
Intercreditor Agreement, the Subordinate Lenders are permitted at any time to
exercise their rights to convert any of the Subordinate Debt into the common
stock of Borrower or accept any prepayments or payments on the Subordinate Debt
that are made with the Borrower's common stock or other equity securities of
Borrower.



	2. Security Interests;
Priority.
	2.1 Notwithstanding any conflicting terms or conditions
which may be contained in any of the Loan Documents, the time of filing or
renewal of any financing statement, the time of attachment of any security
interest or any other priority provided by law: (a) the security interests upon
the Collateral evidenced by the Fairview Loan Documents shall have priority over
all other security interests upon the Collateral evidenced by the Loan
Documents;  (b) the security interests upon the Collateral of GWBS evidenced by
the GWBS Loan Documents shall have priority over all other security interests
upon the Collateral evidenced by the Loan Documents, except those evidenced by
the Fairview Loan Documents; and (c) the security interests upon the Collateral
of GSI and Shaar shall be subordinate to all security interests evidenced by the
Fairview Loan Documents and GWBS Loan Documents and shall be pari passu with
respect to each other as evidenced by that certain Intercreditor Agreement
between GSI and Shaar dated December 21, 2000 (the "GSI/Shaar Intercreditor
Agreement").  Notwithstanding anything to the contrary herein, this
Intercreditor Agreement shall not affect the rights and obligations between
Shaar and GSI as set forth in the GSI/Shaar Intercreditor Agreement.
	2.2 Each Lender shall be solely responsible for
perfecting and maintaining the perfection of its security interests in and to
each item constituting the Collateral in which such Lender has been granted a
security interest.  The provisions of this Intercreditor Agreement are intended
solely to govern the respective lien priorities as between the Lenders and,
except as set forth herein, shall not impose on any Lender any obligations in
respect of the disposition of proceeds of foreclosure on any Collateral which
would conflict with prior perfected claims therein in favor of any other person
or any order or decree of any court or governmental authority or any applicable
law.  Notwithstanding anything to the contrary herein, the relative priority
arrangements set forth in this Intercreditor Agreement are expressly conditioned
on the non-avoidability and perfection of the security interests and/or liens
evidenced by the Loan Documents and if the security interests and/or liens
evidenced by the Loan Documents are not perfected or are voidable for any
reason, then such relative priority arrangements set forth herein shall not be
effective to the extent of any such avoidability or non-perfection;
provided, however, that this condition shall be null and void and
of no effect if at any time any Lender shall directly or indirectly take any
action to contest or challenge the validity, legality, enforceability,
perfection, priority or avoidability of any other Lender's loans or documents or
any of the security interests and/or liens of any other Lender in any of the
Collateral or if such action is taken by SDKAD or SDKINGDM while Fairview is the
manager of either such entity.
	2.3 The lien priorities provided in this Section 0 shall
not be altered or otherwise affected by any amendment, modification, supplement,
extension, renewal, restatement or refinancing of any indebtedness evidenced by
any of the Loan Documents.  The respective rights and priorities of each Lender
in any assets of the Borrower not specified herein shall not be affected in any
way by this Intercreditor Agreement.
	3. Default Under the Loan Documents.

	3.1 In the event that Borrower shall cause or permit
to occur an event of default under any of the Loan Documents, such Lender that
is a party to any such Loan Document (a "Notifying Lender") will, upon becoming
aware of the existence of such event of default, use its best efforts to notify
all other Lenders of the existence of such event of default.  Receipt by any
Lender of such a notice of default shall not cause any Lender to be obligated to
cure any such default.  Failure of a Notifying Lender to provide such notice of
default shall not result in any liability to any Lender in the absence of gross
negligence or willful misconduct.  Upon receiving notice from a Notifying Lender
of an event of default for failure to pay monies due and owing to any Lender
under any Loan Document, any Lender may, but is not required to, cure such
payment default on behalf of Borrower within ten (10) business days of receiving
notice of the payment default from a Notifying Lender.  During such ten (10)
business day period, if any Lender cures such payment default, Lenders shall not
take any action against Borrower with respect to such default.  In the event
that any Lender elects to cure such payment default, any amount such Lender pays
to any other Lender to cure Borrower's payment default shall be considered a
portion of Borrower's indebtedness to such Lender.
	3.2 In the event that a default or an event of default
exists with respect to any of the Loan Documents, the applicable Lender may,
after providing written notice of such default to all other Lenders and subject
to the provisions of this Intercreditor Agreement, take any action it deems
appropriate to enforce its rights and remedies under the Loan Documents and its
security interests in or liens on, or exercise any other rights or remedies to
foreclose or otherwise realize upon, any of the Collateral.
	3.3 In the event Borrower defaults on its obligations to
any Lender and, as a result, any Lender undertakes to enforce its security
interest in the Collateral, each Lender agrees that it will not hinder, delay or
otherwise prevent such Lender from taking any and all action which such Lender
deems necessary to enforce its security interest in said Collateral and to
realize thereon.  Lenders agree that, to the extent any Lender receives any
proceeds directly from any bank account, any account debtor or from the sale of
any Collateral, then such Lender shall distribute such proceeds in accordance
with the terms of this Intercreditor Agreement.  To the extent that any Lender
retains any Collateral pursuant to its respective rights as a secured party,
such Collateral shall be divided among the Lenders in accordance with the terms
of this Intercreditor Agreement. 
	4. Standstill.  (a) Notwithstanding anything to
the contrary in Section 3.3, or the rights of any Lender under applicable law or
any provision of the Loan Documents to the contrary, each Subordinate Lender
hereby covenants that it shall not: 

(i)	(A) accelerate payment of any indebtedness or any
portion thereof under the Loan Documents, or  (B) take any other action to
enforce its rights under the Loan Documents, until the earlier of 60 days
following the effective date hereof or the execution of the Fairview Agreement;
provided that, each Lender may take any action to enforce its
rights under the Loan Documents during such 60-day period in the event that a
creditor of the Borrower who is not a party to this Agreement takes any action
or provides notice to a Lender of its intent to take any action against Borrower
to enforce its rights against the Borrower; and
(ii) 	take any action to enforce their respective rights
in, or receive payments or distributions on account of a sale or other
disposition of the Collateral upon an event of default under a Subordinate
Lender's Loan Documents so long as:







(A) 	the Fairview Debt is outstanding; and 




(B) 	(1) the Borrower, its guarantors or assigns are not
in default on the Fairview Loan Documents, or (2) in the event that the
Borrower, its guarantors or assigns are in default on the Fairview Loan
Documents, Fairview has either taken no action  to enforce its rights under the
Fairview Loan Documents or the only action it takes is to take over as manager
of SDKAD and/or SDKINGDM pursuant to its rights under the Fairview Loan
Documents; 



provided that, nothing herein shall impair the
rights of the Subordinate Lenders to take any and all action to enforce their
respective rights in the Other Collateral pursuant to Section 1.3(a) of this
Agreement. 







Notwithstanding anything to the contrary in Section 3.3,
or the rights of any Lender under applicable law or any provision of the Loan
Documents to the contrary, Fairview hereby covenants that it shall not:


accelerate payment of any indebtedness or any portion
thereof under the Fairview Loan Documents, or  (B) take any other action to
enforce its rights under the Fairview Loan Documents, until the earlier of 60
days following the effective date hereof or the execution of the Fairview
Agreement; provided that, Fairview may take any action to enforce
its rights under the Loan Documents during such period in the event that a
creditor of the Borrower who is not a party to this Agreement takes any action
or provides notice to Fairview of its intent to take any action against Borrower
to enforce its rights against the Borrower; and






(ii) 	take any action to enforce its rights in, or receive
payments or distributions on account of a sale or other disposition of the
Collateral upon an event of default of Popmail.com, inc. under the Fairview Loan
Documents so long as (A) an event of default by SDKAD or SDKINGDM (as assignees
of the Fairview Debt) has not occurred, and (B) if such event of default of
Popmail.com, inc. is due to a failure to make payments when due, SDKAD and
SDKINGDM assume the balance of the Fairview Debt not assumed by them under the
Fairview Agreement within the applicable time period provided for in the
Fairview Agreement.

		(c) 	Notwithstanding anything to the contrary in
this Section 4, but subject to Section 1.2, in the event of any Bankruptcy
Proceeding relative to SDKAD, SDKINGDM or the Collateral, or in the event of any
proceedings for voluntary liquidation, dissolution or other winding up of SDKAD
or SDKINGDM, whether or not involving insolvency or bankruptcy, the Subordinate
Lenders may take any and all action to enforce their respective rights under
their respective Loan Documents.

	5. Prepayments.  Subject to Section 1.3
of this Intercreditor Agreement, without the prior written consent of Fairview,
no Subordinate Lender shall be entitled to receive or retain any optional
prepayment (in cash, property, by set-off or otherwise) of or on account of any
Subordinate Debt.  

	6. Turn-Over of Payments Received.  In the
event that the Borrower shall make any payment on the Subordinate Debt which the
holders thereof are not permitted to receive and retain pursuant to the terms of
this Agreement, such payment shall be held in trust for the benefit of, and
shall be paid over promptly on demand to, Fairview for application to the
payment of all Fairview Debt remaining unpaid until the same shall have been
paid in full in cash, after giving effect to any concurrent payment or
distribution to Fairview.  No such payments or distributions to Fairview by any
Subordinate Lender shall be deemed to discharge any of such Subordinate
Debt.

	7. Representations and Warranties.  As a
material inducement to each other Lender to enter into this Intercreditor
Agreement, each Lender hereby represents and warrants to each other Lender that
the following are true and correct as of the date hereof and shall remain true
and correct so long as this Intercreditor Agreement is in effect:

	7.1 the execution, delivery and performance of this
Intercreditor Agreement has been duly authorized by such Lender and does not
contravene any law, any provision of the Loan Documents or any agreement to
which such Lender is a party or by which it is bound;
	7.2 this Intercreditor Agreement constitutes the legal,
valid and binding obligation of such Lender and is binding and enforceable in
accordance with its terms; and
	7.3 the Loan Documents to which such Lender is a party
are in the form of the copies thereof made available to each Lender, and no
amendment, waiver or modification thereof shall be permitted without the written
consent of all other Lenders, which shall not be unreasonably withheld or
delayed.
	8. Term; Default.  

	8.1 This Intercreditor Agreement shall continue for
so long as any Lender has a security interest in the Collateral.  This
Intercreditor Agreement shall remain in full force and effect notwithstanding
the filing of a petition for relief by or against Borrower under the United
States Bankruptcy Code. 



8.2	Nothing contained herein, or in any prior agreement or
understanding, shall be deemed to create any duty on the part of any Lender to
extend or continue financial accommodations to Borrower.



8.3	Notwithstanding anything to the contrary in the Loan
Documents or this Intercreditor Agreement, Lenders acknowledge and agree that
any additional indebtedness up to $4,000,000 of Borrower under the GSI Loan
Documents and additional indebtedness up to $500,000 of Borrower under the
Fairview Loan Documents shall not be considered an event of default or breach of
this Intercreditor Agreement or the Loan Documents and Borrower shall not be
required to obtain the consent of the Lenders to enter into any such
indebtedness; provided, however, such additional indebtedness
shall be subject to the terms of this Intercreditor Agreement.  The additional
indebtedness of  up to $500,000 under the Fairview Loan Documents shall be
considered as part of the Fairview Debt for purposes of this Agreement.
8.4	Notwithstanding anything to the contrary in the Loan
Documents or this Intercreditor Agreement, Lenders hereby consent to the
purchase by SDK AD, LLC, an Ohio limited liability company, from the Borrower of
the Collateral associated with the MOA Restaurant and the purchase by SD KINGDM,
LLC, an Ohio limited liability company, from the Borrower of the Collateral
associated with the Denver Restaurant, and hereby waive any default under each
Lender's Loan Documents that such a sale of the Collateral may create;
provided, however, Borrower shall provide five (5) business days
prior written notice to each Lender and shall cause SDK AD, LLC and SD KINGDM,
LLC to execute any and all documents deemed necessary by any Lender to continue
and maintain the Collateral and Lender's lien position in the Collateral,
including but not limited to filing all appropriate UCC's which shall have the
same priority as set forth herein.  The Collateral shall continue to be subject
to the terms and conditions of this Intercreditor Agreement.
	9. Miscellaneous.
	9.1 Neither of the parties
hereto, nor any of their managers, members, officers, agents or employees, shall
be responsible to any other party hereto or to any other person for: (a)
Borrower's solvency, financial condition or ability to repay its indebtedness to
any party hereto; (b) any oral or written statements of Borrower; or (c) the
validity, sufficiency or enforceability of any indebtedness, any agreements or
documents or the security interests and liens granted by Borrower to any party
hereto. Each party hereto has entered into its respective agreements, documents
and financing agreements with Borrower based upon its own independent
investigation, and makes no warranty or representation to any other party
hereto, with respect to the matters referred to in this Section 0.
	9.2 Nothing contained herein, or in any prior agreement
or understanding, shall be deemed to create any duty on the part of any Lender
to extend or continue to extend financial accommodations to Borrower.  
	9.3 Each Lender irrevocably waives any right to compel
any other Lender to marshal assets of the Borrower.
	9.4 Any notice required or desired to be served, given or
delivered hereunder shall be in the form and manner specified below, and shall
be addressed to the party to be notified as follows:
		If to GSI, to:				If to GWBS:

		SDK Investments, Inc.			Great Western
Business Services, Inc.
		c/o Barycenter Capital Management	14643 Dallas
Parkway, Suite 650
		PMB 329				Dallas, Texas 75240
		1232 W. Kemper Road			
		Cincinnati, Ohio 45240
		Attn: Stephen D.  King

		If to Shaar, to:				If to Fairview,
to:

		The Shaar Fund Ltd. 			Fairview Partners
		c/o Levinson Capital Management		5807 McCray
Court
		2 World Trade Center, Suite 1820		Cincinnati,
Ohio 45224
		New York, New York 10048			
		Attention:  Samuel Levinson

or to such other address as each party designates to the
other parties by notice in the manner herein prescribed.  Notice shall be deemed
given hereunder if (i) delivered personally or otherwise actually received, (ii)
sent by nationally recognized overnight courier service, (iii) mailed by first-
class United States mail, postage prepaid, certified, with return receipt
requested, or (iv) sent via telecopy machine with a duplicate signed copy sent
on the same day as provided in clause (ii) above.  Notice mailed as provided in
clause (iii) above shall be effective upon the expiration of five (5) business
days after its deposit in the United States mail, and notice telecopied as
provided in clause (iv) above shall be effective upon delivery of such telecopy
if the duplicate signed copy is sent under clause (iv) above.  Notice given in
any other manner described in this section shall be effective upon receipt by
the addressee thereof; provided, however, that if any notice is tendered to an
addressee and delivery thereof is refused by such addressee, such notice shall
be effective upon such tender unless otherwise expressly set forth in such
notice.

	9.5 THIS AGREEMENT SHALL BE DEEMED TO HAVE BEEN MADE IN
THE STATE OF OHIO AND THE VALIDITY OF THIS AGREEMENT, ITS CONSTRUCTION,
INTERPRETATION AND ENFORCEMENT, AND THE RIGHTS OF THE PARTIES HEREUNDER, SHALL
BE DETERMINED UNDER, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF OHIO. THE PARTIES HERETO AGREE THAT ALL ACTIONS OR PROCEEDINGS
ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE TRIED AND LITIGATED ONLY IN
THE STATE OR FEDERAL COURTS LOCATED IN HAMILTON COUNTY, OHIO.
	9.6 This Intercreditor Agreement shall be binding and
deemed effective when executed by each of the parties hereto.  This
Intercreditor Agreement shall bind, and inure to the benefit of, the respective
successors and assigns of each of the parties hereto, and shall be effective
before and after any bankruptcy filing by or against Borrower.
	9.7 The invalidity, illegality or unenforceability of any
provision in or obligation under this Intercreditor Agreement shall not affect
or impair the validity, legality or enforceability of the remaining provisions
or obligations under this Intercreditor Agreement.
	9.8 It is not the intent of either the parties hereto
that Borrower be a third party beneficiary hereunder or have any other rights
with respect to this Intercreditor Agreement.
	9.9 This Intercreditor Agreement cannot be changed,
amended, modified or terminated except by a written agreement signed by the duly
authorized officers of the parties hereto.  All prior agreements,
understandings, representations, warranties, and negotiations, if any, are
merged into this Agreement.
	9.10 LENDERS, TO THE EXTENT EACH
MAY LEGALLY DO SO, HEREBY EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY
CLAIM, DEMAND, ACTION, CAUSE OF ACTION OR PROCEEDING ARISING UNDER OR OUT OF
THIS AGREEMENT OR IN ANY WAY CONNECTED WITH OR RELATED TO, OR INCIDENTAL TO, THE
DEALINGS OF THE PARTIES HERETO WITH RESPECT TO THIS AGREEMENT OR THE
TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER
ARISING, AND IRRESPECTIVE OF WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.
LENDERS, TO THE EXTENT EACH MAY LEGALLY DO SO, HEREBY AGREE THAT ANY SUCH CLAIM,
DEMAND, ACTION, CAUSE OF ACTION, OR PROCEEDINGS SHALL BE DECIDED BY A COURT
TRIAL WITHOUT A JURY AND THAT EITHER PARTY HERETO MAY FILE AN ORIGINAL
COUNTERPART OR COPY OF THIS SECTION 0 WITH ANY COURT AS WRITTEN EVIDENCE OF THE
CONSENT BY THE UNDERSIGNED TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.
 	9.11 For purposes of this Agreement, the term "Borrower"
shall include any successors and assigns to Borrowers duties and obligations
under any of the Loan Documents, including, without limitation, SDKAD and
SDKINGDM.
 	9.12 Each Subordinate Lender acknowledges and consents
to Borrower assigning and SDKAD and SDKINGDM assuming a portion of the Fairview
Debt in accordance with the terms of the Fairview Agreement.
9.13 	This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which shall
together constitute one and the same instrument.




[SIGNATURE PAGE TO FOLLOW]

	IN WITNESS WHEREOF, this Intercreditor Agreement has been
duly executed and delivered by each of the parties hereto as of the date first
written above.





			GREAT WESTERN BUSINESS SERVICES, INC.




WITNESS:

_________________________________		By:________________________________<
/P>





			Name:______________________________




_________________________________		Title:______________________________
_



				FAIRVIEW PARTNERS




_________________________________		By:________________________________<
/P>









	Name:______________________________








_________________________________		Title:______________________________
_

						THE SHAAR FUND LTD.







		By:	Levinson Capital Management
















_________________________________		By:______________________________
						Name:	Sam Levinson 
_________________________________		Title:	Managing Director 

						GSI VENTURES, LLC 











By:	SDK Investments, Inc. (Manager
	of GSI Ventures, LLC)











_________________________________		By:_____________________________











Name:	Stephen D. King 










_________________________________		Title:	President


STATE OF ________________	)
				)SS:
COUNTY OF ______________	)

	This instrument was acknowledged before us this ________
day of _______________, 2001 by ___________________________,
____________________________ of Great Western Business Services, Inc., a Texas
corporation, on behalf of the corporation.

						________________________________________

						Notary Public

STATE OF ________________	)
				)SS:
COUNTY OF ______________	)

	This instrument was acknowledged before us this ________
day of _______________, 2001 by ___________________________,
____________________________ of Fairview Partners, an Ohio general partnership,
on behalf of the partnership.

						________________________________________

						Notary Public

STATE OF ________________	)
				)SS:
COUNTY OF ______________	)

	This instrument was acknowledged before us this ________
day of _______________, 2001 by Sam Levinson, Managing Director of Levinson
Capital Management, on behalf of the The Shaar Fund Ltd.

						________________________________________

						Notary Public

STATE OF ________________	)
				)SS:
COUNTY OF ______________	)

	This instrument was acknowledged before us this ________
day of _______________, 2001 by Stephen D. King, President of SDK Investments,
Inc., Manager of GSI Ventures, LLC, an Ohio limited liability company, on behalf
of the limited liability company.

						________________________________________

						Notary Public



ACKNOWLEDGMENT BY

POPMAIL.COM, INC.



The undersigned hereby acknowledges that it has received a
copy of the foregoing Intercreditor Agreement by and between Great Western
Business Services, Inc., The Shaar Fund Ltd., GSI Ventures, LLC and Fairview
Partners (the "Intercreditor Agreement"), and consents thereto, and agrees to
recognize all priorities and other rights granted therein to the parties hereto,
and the undersigned will not do any act or perform any obligation which is not
in accordance with the priorities and agreements set forth in the Intercreditor
Agreement. 

Dated:	_______________, 2001



								POPMAIL.COM, INC.
WITNESS:

______________________________				By:____________________________
____

______________________________				Name:__________________________
____

								Title:_______________________________


STATE OF ________________	)
				)SS:
COUNTY OF ______________	)

	This instrument was acknowledged before us this ________
day of _______________, 2001 by ___________________________,
____________________________ of Popmail.com, inc., a Minnesota corporation, on
behalf of the corporation.

						________________________________________

						Notary Public


ACKNOWLEDGMENT BY

SDK AD, LLC


The undersigned hereby acknowledges that it has received a
copy of the foregoing Intercreditor Agreement by and between Great Western
Business Services, Inc., The Shaar Fund Ltd., GSI Ventures, LLC and Fairview
Partners (the "Intercreditor Agreement"), and consents thereto, and agrees to
recognize all priorities and other rights granted therein to the parties hereto,
and the undersigned will not do any act or perform any obligation which is not
in accordance with the priorities and agreements set forth in the Intercreditor
Agreement. 

Dated:	_______________, 2001



								SDK AD, LLC
WITNESS:
								By:  SDK Investments, Inc.
__________________________

__________________________					By:
________________________________



								Stephen D. King, President



STATE OF ________________	)
				)SS:
COUNTY OF ______________	)

	This instrument was acknowledged before us this ________
day of _______________, 2001 by Stephen D. King, President of SDK Investments,
Inc., Manager of SDK AD, LLC, an Ohio limited liability company, on behalf of
the limited liability company.

						________________________________________

						Notary Public

ACKNOWLEDGMENT BY

SD KINGDM, LLC



The undersigned hereby acknowledges that it has received a
copy of the foregoing Intercreditor Agreement by and between Great Western
Business Services, Inc., The Shaar Fund Ltd., GSI Ventures, LLC and Fairview
Partners (the "Intercreditor Agreement"), and consents thereto, and agrees to
recognize all priorities and other rights granted therein to the parties hereto,
and the undersigned will not do any act or perform any obligation which is not
in accordance with the priorities and agreements set forth in the Intercreditor
Agreement. 

Dated:	_______________, 2001



							SD KINGDM, LLC
WITNESS:
							By:  SDK Investments, Inc.
____________________________

____________________________				By:
_________________________________
								Stephen D. King, President


STATE OF ________________	)
				)SS:
COUNTY OF ______________	)

	This instrument was acknowledged before us this ________
day of _______________, 2001 by Stephen D. King, President of SDK Investments,
Inc., Manager of SD KINGDM, LLC, an Ohio limited liability company, on behalf of
the limited liability company.

						________________________________________

						Notary Public



















-----END PRIVACY-ENHANCED MESSAGE-----

EX-10.33

EXHIBIT 10.33

Schedule of Warrants

Issued in Connection with Series D 8% Convertible Preferred Stock

Date of		Name of		Warrant		Number		Expiration Date
Issuance		Recipient		No.		Shares


8/31/99		The Shaar Fund, Ltd.	D-1		300,000		8/31/2004
								Cancelled

8/31/99		Progressive Group	D-2		150,000		8/31/2004

Note:  All share amounts are pre-split
values.




















EX-10.52
24
exh1052.htm
EXHIBIT












Exhibit 10.52

STOCK PURCHASE AGREEMENT
By and Between
NETCALENDAR, INC.
and
POPMAIL.COM, INC.
______________________________
August __, 2000
______________________________






STOCK PURCHASE AGREEMENT


This Stock Purchase Agreement (the "Agreement") is entered into as of
August 8, 2000 (the "Effective Date") by and between NetCalendar, Inc., a
corporation organized under the laws of the State of Delaware (hereinafter
"NetCalendar"), and PopMail.com, inc., a Minnesota corporation
("PopMail").



W I T N E S S E T H:


WHEREAS, PopMail desires to purchase 27,624 shares of NetCalendar common
stock, par value $0.01 per share (the "Shares") and NetCalendar is willing to
sell the Shares to PopMail pursuant to the terms, and subject to the conditions
set forth hereinafter.
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
A G R E E M E N T:




PURCHASE AND SALE OF STOCK


Purchase and Sale.  Pursuant to the terms, and subject to the
conditions set forth herein, NetCalendar shall issue and sell the Shares to
PopMail, and PopMail shall purchase the Shares from NetCalendar for the price of
$1,000,000 (the "Purchase Price") payable in the manner specified in Section
1.2.

Payment of the Purchase Price. The Purchase Price shall be paid in
shares of PopMail common stock, $.01 par value, ("Purchase Price Shares")
delivered to NetCalendar at the closing (the "Closing") of the purchase
transaction contemplated herein selected by mutual agreement of the parties, but
not later than August 26, 2000 (the "Initial Closing Date").  For purposes of
this Section 1.2, the Purchase Price Shares shall be valued at the average
closing share price of PopMail common stock for the ten consecutive trading days
preceding the second business day prior to the Initial Closing Date (the
"Initial Closing Share Price"); provided, however, that PopMail
shall not be obligated to issue shares of its common stock at an effective per
share price of less than $.50.  If the average closing share price of PopMail
common stock for the ten consecutive trading days preceding the second business
day prior to the Initial Closing Date is less than $.50, PopMail shall offer to
NetCalendar Purchase Price Shares at an effective per share price of $.50 and
NetCalendar shall have the option to accept such offer (in which event the
Initial Closing Share Price shall be $.50) or to reject such offer and terminate
this Agreement pursuant to Section 6.1.
The Closing.  The Closing shall take place at the offices of Maslon
Edelman Borman & Brand, LLP, 3300 Wells Fargo Center, Minneapolis, MN 55402.
At the Closing, NetCalendar shall deliver to PopMail a certificate representing
the Shares in a form reasonably satisfactory to PopMail and its counsel and duly
executed by authorized officers of NetCalendar. At the Closing, PopMail shall
deliver to NetCalendar certificates representing the Purchase Price Shares in a
form reasonably satisfactory to NetCalendar and its counsel and duly executed by
authorized officers of PopMail. 
Supplemental Closing.  During the seven (7) business day period
commencing on the 435th day following the Initial Closing Date, NetCalendar
shall make the following determinations:  (a) the average per share selling
price (the "Average Selling Price") of all Purchase Price Shares, if any, sold
by NetCalendar during the 15-month period beginning upon the Initial Closing
Date pursuant to the provisions of Section 5.2 hereof, and (b) the number of
Purchase Price Shares, if any, which NetCalendar offered for sale at any time
pursuant to the provisions of Section 5.2 hereof, but was not able to sell due
to lack of a buyer during the applicable period (the "Unsold Purchase Price
Shares").  NetCalendar shall provide to PopMail written notice of each such
determination in reasonable detail, which notice shall include a certificate
containing any Unsold Purchase Price Shares (the "Lookback Notice").  If the
Average Selling Price of Purchase Price Shares sold by NetCalendar during such
period is less than the Initial Closing Share Price of such shares, NetCalendar
shall have the right to receive additional cash or, at PopMail's option, shares
of PopMail common stock ("Supplemental Purchase Price Shares") equal in value to
the amount by which the Initial Closing Share Price exceeds the Average Selling
Price, multiplied by the number of Purchase Price Shares sold by NetCalendar
during such 15-month period (such amount constituting the "Supplemental Purchase
Price").  In addition to the Supplemental Purchase Price, to the extent
NetCalendar has returned any Unsold Purchase Price Shares with the Lookback
Notice, NetCalendar shall have the right to receive, in exchange therefor, such
number of NetCalendar Shares as provided  below.  On the 10th business day
following the date of the Lookback Notice delivered in accordance herewith(the
"Supplemental Closing Date"), PopMail shall deliver to NetCalendar (a) either
cash or one or more certificates executed by duly authorized officers of PopMail
representing Supplemental Purchase Price Shares equal in value to the
Supplemental Purchase Price, and (b) such number of Shares as shall have been
purchased by PopMail with the Unsold Purchase Price Shares as of the Initial
Closing Date.  For purposes of this Section 1.4, the value of the Supplemental
Purchase Price Shares shall be equal to the average closing share price of
PopMail common stock for the ten consecutive trading days preceding the second
business day prior to the Supplemental Closing Date.  In the event that the
Supplemental Registration Statement is not declared effective by the Securities
and Exchange Commission (the "SEC") on or before the Supplemental Registration
Due Date, or is not maintained effective throughout the Supplemental
Registration Period, pursuant to the provisions of Section 5.3 hereof,
NetCalendar shall be entitled to return to PopMail certificates representing
such number of Supplemental Purchase Price Shares as shall then be held by
NetCalendar (such shares representing the "Unrealized Supplemental Purchase
Price") and PopMail shall, within five (5) days following receipt of same,
either pay to NetCalendar the Unrealized Supplemental Purchase Price in cash or
return to NetCalendar that number of Shares as shall have been equivalent in
value to the Unrealized Supplemental Purchase Price as of the Initial Closing
Date.


REPRESENTATIONS AND WARRANTIES


Representations and Warranties of NetCalendar.  NetCalendar
hereby represents and warrants to PopMail as of the date hereof as follows:


Organization and Qualification.  NetCalendar is a corporation,
validly existing and in good standing under the laws of the State of Delaware,
with the requisite corporate power and authority to own and use its properties
and assets and to carry on its business as currently conducted.  NetCalendar is
duly qualified to do business and is in good standing as a foreign corporation
in each jurisdiction in which the nature of the business conducted or property
owned by it makes such qualification necessary, except where the failure to be
so qualified or in good standing, as the case may be, could not, individually or
in the aggregate, (x) adversely affect the legality, validity or enforceability
of the Shares or this Agreement, (y) have a material adverse effect on the
results of operations, assets, or financial condition of NetCalendar, or (z)
adversely impair NetCalendar's ability to perform fully on a timely basis its
material obligations under this Agreement (a "Material Adverse Effect").
Authorization; Enforcement.  NetCalendar has the requisite corporate
power and authority to enter into and to consummate the transactions
contemplated by this Agreement and to otherwise carry out its obligations
thereunder. The execution and delivery of this Agreement by NetCalendar and the
consummation by it of the transactions contemplated hereby have been duly
authorized by all necessary action on the part of NetCalendar. This Agreement
has been duly executed by NetCalendar and when delivered in accordance with the
terms hereof shall constitute the legal, valid and binding obligation of
NetCalendar enforceable against NetCalendar in accordance with its terms, except
as such enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating to, or
affecting generally the enforcement of, creditors' rights and remedies or by
other equitable principles of general application.  NetCalendar is not in
violation of any provision of its certificate of incorporation, bylaws or other
charter documents.
Capitalization.  The authorized, issued and outstanding capital stock
of NetCalendar is set forth in Schedule 2.1(c).  The only shares of currently
issued and outstanding NetCalendar capital stock (including shares of common
stock) entitled to preemptive or similar rights are shares of Series A, B and C
Convertible Preferred Stock. Except as disclosed in Schedule 2.1(c), there are
no outstanding options, warrants, script rights to subscribe to, calls or
commitments of any character whatsoever relating to, or, securities, rights or
obligations convertible into or exchangeable for, or giving any person any right
to subscribe for or acquire any shares of common stock, or contracts,
commitments, understandings, or arrangements by which NetCalendar is or may
become bound to issue additional shares of common stock, or securities or rights
convertible or exchangeable into shares of common stock. 
Issuance of the Shares.  The Shares are duly authorized, and, when
issued against payment as contemplated by this Agreement, shall be validly
issued.
No Conflicts.  The execution, delivery and performance of this
Agreement by NetCalendar and the consummation by NetCalendar of the transactions
contemplated hereby do not and will not (i) conflict with or violate any
provision of its certificate of incorporation, bylaws or other charter documents
(each as amended through the date hereof), (ii) conflict with, or constitute a
default (or an event which with notice or lapse of time or both would become a
default) under, or give to others any rights of termination, amendment,
acceleration or cancellation of, any agreement, indenture or instrument
(evidencing a NetCalendar debt or otherwise) to which NetCalendar is a party or
by which any property or asset of NetCalendar is bound or affected, or (iii)
result in a violation of any law, rule, regulation, order, judgment, injunction,
decree or other restriction of any court or governmental authority to which
NetCalendar is subject (including federal and state securities laws and
regulations), or by which any property or asset of NetCalendar is bound or
affected, except in the case of each of clauses (ii) and (iii), as could not,
individually or in the aggregate, have or result in a Material Adverse Effect.
The business of NetCalendar is not being conducted in violation of any law,
ordinance or regulation of any governmental authority, except for violations
which, individually or in the aggregate, could not have or result in a Material
Adverse Effect.
Consents and Approvals.  NetCalendar is not required to obtain any
consent, waiver, authorization or order of, or make any filing or registration
with, any court or other federal, state, local, foreign or other governmental
authority or other Person (defined below) in connection with the execution,
delivery and performance by NetCalendar of this Agreement other than where the
failure to obtain such consent, waiver, authorization or order, or to give or
make such notice or filing, could not have or result in, individually or in the
aggregate, a Material Adverse Effect.  NetCalendar shall deliver to PopMail the
Shares in the manner contemplated hereby free and clear of all liens and
encumbrances of any nature whatsoever. A "Person" means an individual or
corporation, partnership, trust, incorporated or unincorporated association,
joint venture, limited liability company, joint stock company, government (or an
agency or subdivision thereof) or other entity of any kind.
Litigation; Proceedings.  Except as specifically disclosed in
Schedule 2.1(g), there is no action, suit, notice of violation, proceeding or
investigation pending or, to the knowledge of NetCalendar, threatened against or
affecting NetCalendar or any of its properties before or by any court,
governmental or administrative agency or regulatory authority (federal, state,
county, local or foreign) which (i) adversely affects or challenges the
legality, validity or enforceability of this Agreement or the Shares or (ii)
could, individually or in the aggregate, have or result in a Material Adverse
Effect.
No Default or Violation.  NetCalendar (i) is not in default under or
in violation of (and has not received notice of a claim that it is in default
under or that it is in violation of) any indenture, loan or credit agreement or
any other agreement or instrument to which it is a party or by which it or any
of its properties is bound, (ii) is not in violation of any order of any court,
arbitrator or governmental body, or (iii) is not in violation of any statute,
rule or regulation of any governmental authority, except as could not
individually or in the aggregate, have or result in, a Material Adverse
Effect.
Private Offering.  Assuming the accuracy of the representations and
warranties of PopMail set forth in Sections 2.2(h), (i) and (j), the offer,
issuance and sale of the Shares to PopMail as contemplated hereby are exempt
from the registration requirements of the Securities Act of 1933, as amended
(the "Securities Act").
Investment Intent.  NetCalendar is acquiring the Purchase Price
Shares, and may acquire the Supplemental Purchase Price Shares, for
NetCalendar's own account for investment purposes only and not with a view to or
for distributing or reselling such securities except pursuant to a registration
statement then effective under the Securities Act.
Access to Information. NetCalendar acknowledges that NetCalendar has
been afforded (i) the opportunity to ask such questions as NetCalendar has
deemed necessary of, and to receive answers from, representatives of PopMail
concerning the merits and risks of investing in the Purchase Price Shares and
the Supplemental Purchase Price Shares; (ii) access to information about PopMail
and PopMail's financial condition, results of operations, business, properties,
management and prospects sufficient to enable NetCalendar to evaluate
NetCalendar's investment; and (iii) the opportunity to obtain such additional
information which PopMail possesses or can acquire without unreasonable effort
or expense that is necessary to make an informed investment decision.
Reliance. NetCalendar understands and acknowledges that (i) the
Purchase Price Shares and the Supplemental Purchase Price Shares are being
issued to NetCalendar without registration under the Securities Act in a private
placement that is exempt from the registration provisions of the Securities Act
and (ii) the availability of such exemption, depends in part on, and PopMail
will rely upon the accuracy and truthfulness of, the foregoing representations
and NetCalendar hereby consents to such reliance.

Representations and Warranties of PopMail.  PopMail hereby represents
and warrants to NetCalendar as of the date hereof as follows:


Organization and Qualification.  PopMail is a corporation, validly
existing and in good standing under the laws of the State of Minnesota, with the
requisite corporate power and authority to own and use its properties and assets
and to carry on its business as currently conducted.  PopMail is duly qualified
to do business and is in good standing as a foreign corporation in each
jurisdiction in which the nature of the business conducted or property owned by
it makes such qualification necessary, except where the failure to be so
qualified or in good standing, as the case may be, could not, individually or in
the aggregate, (x) adversely affect the legality, validity or enforceability of
the Purchase Price Shares, the Supplemental Purchase Price Shares or this
Agreement, (y) have a material adverse effect on the results of operations,
assets, or financial condition of PopMail, or (z) adversely impair PopMail's
ability to perform fully on a timely basis its material obligations under this
Agreement (a "Material Adverse Effect").
Authorization; Enforcement.  PopMail has the requisite corporate
power and authority to enter into and to consummate the transactions
contemplated by this Agreement and to otherwise carry out its obligations
thereunder. The execution and delivery of this Agreement by PopMail and the
consummation by it of the transactions contemplated hereby have been duly
authorized by all necessary action on the part of PopMail. This Agreement has
been duly executed by PopMail and when delivered in accordance with the terms
hereof shall constitute the legal, valid and binding obligation of PopMail
enforceable against PopMail in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating to, or
affecting generally the enforcement of, creditors' rights and remedies or by
other equitable principles of general application.  PopMail is not in violation
of any provision of its articles of incorporation, bylaws or other charter
documents.
Issuance of the Purchase Price Shares and the Supplemental Purchase Price
Shares.  The Purchase Price Shares and the Supplemental Purchase Price
Shares are duly authorized, and, when issued against payment as contemplated by
this Agreement, shall be validly issued.
No Conflicts.  The execution, delivery and performance of this
Agreement by PopMail and the consummation by PopMail of the transactions
contemplated hereby do not and will not (i) conflict with or violate any
provision of its articles of incorporation, bylaws or other charter documents
(each as amended through the date hereof), (ii) conflict with, or constitute a
default (or an event which with notice or lapse of time or both would become a
default) under, or give to others any rights of termination, amendment,
acceleration or cancellation of, any agreement, indenture or instrument
(evidencing a PopMail debt or otherwise) to which PopMail is a party or by which
any property or asset of PopMail is bound or affected, or (iii) result in a
violation of any law, rule, regulation, order, judgment, injunction, decree or
other restriction of any court or governmental authority to which PopMail is
subject (including federal and state securities laws and regulations), or by
which any property or asset of PopMail is bound or affected, except in the case
of each of clauses (ii) and (iii), as could not, individually or in the
aggregate, have or result in a Material Adverse Effect.  The business of PopMail
is not being conducted in violation of any law, ordinance or regulation of any
governmental authority, except for violations which, individually or in the
aggregate, could not have or result in a Material Adverse Effect.
Consents and Approvals.  PopMail is not required to obtain any
consent, waiver, authorization or order of, or make any filing or registration
with, any court or other federal, state, local, foreign or other governmental
authority or other Person (defined below) in connection with the execution,
delivery and performance by PopMail of this Agreement other than where the
failure to obtain such consent, waiver, authorization or order, or to give or
make such notice or filing, could not have or result in, individually or in the
aggregate, a Material Adverse Effect.  PopMail shall deliver to PopMail the
Purchase Price Shares and, if applicable, the Supplemental Purchase Price Shares
in the manner contemplated hereby free and clear of all liens and encumbrances
of any nature whatsoever. A "Person" means an individual or corporation,
partnership, trust, incorporated or unincorporated association, joint venture,
limited liability company, joint stock company, government (or an agency or
subdivision thereof) or other entity of any kind.
Litigation; Proceedings.  Except as specifically disclosed in
Schedule 2.2(f), there is no action, suit, notice of violation, proceeding or
investigation pending or, to the knowledge of PopMail, threatened against or
affecting PopMail or any of its properties before or by any court, governmental
or administrative agency or regulatory authority (federal, state, county, local
or foreign) which (i) adversely affects or challenges the legality, validity or
enforceability of this Agreement or the Purchase Price Shares or the
Supplemental Purchase Price Shares or (ii) could, individually or in the
aggregate, have or result in a Material Adverse Effect.
Private Offering.  Assuming the accuracy of the representations and
warranties of NetCalendar set forth in Sections 2.1(j), (k) and (l), the offer,
issuance and sale of the Purchase Price Shares and the Supplemental Purchase
Price Shares to NetCalendar as contemplated hereby are exempt from the
registration requirements of the Securities Act of 1933, as amended (the
"Securities Act").
Investment Intent.  PopMail is acquiring the Shares for PopMail's own
account for investment purposes only and not with a view to or for distributing
or reselling such securities.
Access to Information. PopMail acknowledges that PopMail has been
afforded (i) the opportunity to ask such questions as PopMail has deemed
necessary of, and to receive answers from, representatives of NetCalendar
concerning the merits and risks of investing in the Shares; (ii) access to
information about NetCalendar and NetCalendar's financial condition, results of
operations, business, properties, management and prospects sufficient to enable
PopMail to evaluate PopMail's investment; and (iii) the opportunity to obtain
such additional information which PopMail possesses or can acquire without
unreasonable effort or expense that is necessary to make an informed investment
decision.
Reliance. PopMail understands and acknowledges that (i) the Shares
are being issued to PopMail without registration under the Securities Act in a
private placement that is exempt from the registration provisions of the
Securities Act and (ii) the availability of such exemption, depends in part on,
and NetCalendar will rely upon the accuracy and truthfulness of, the foregoing
representations and PopMail hereby consents to such reliance.



INDEMNIFICATION


Survival of Representations and Warranties. Notwithstanding any
investigation made by or on behalf of any of the parties hereto or the results
of any such investigation and notwithstanding the participation of such party in
the Closing, the representations and warranties contained in Article 2
hereof shall survive the Closing, provided that claims based upon any alleged
breach of a representation or warranty contained in Sections 2.1(g) or 2.2(f)
may be brought at any time on or prior to the expiration of any relevant statute
of limitations governing the underlying claim.
Indemnification of PopMail.  NetCalendar agrees to indemnify and hold
harmless PopMail, and each of PopMail's subsidiaries, and their respective
officers, directors, employees, agents, affiliates and shareholders against and
in respect of: (i) any and all losses, damages or deficiencies (whether as a
result of a direct claim by PopMail against NetCalendar, a third party claim
against PopMail or otherwise) resulting to PopMail from any and all breaches of
representations, warranties, covenants or other terms of this Agreement by
NetCalendar made or contained in this Agreement or in any certification, list,
document, exhibit or schedule delivered to PopMail under or in connection with
this Agreement or the transactions contemplated herein; and (ii) all costs and
expenses incident to any and all actions, suits, proceedings, claims, demands,
assessments, settlements or judgments in respect of  the foregoing, regardless
of the merit thereof, including PopMail's reasonable legal and accounting fees
and expenses (whether incident to the foregoing or to PopMail's enforcement of
said rights of defense and indemnity) (items (i) and(ii) above shall be referred
to herein collectively as "PopMail's Damages").
Procedure for Indemnification of PopMail.  If any action, suit or
proceeding shall be commenced against PopMail or any claim, demand or assessment
be asserted against PopMail in respect of which PopMail proposes to demand
indemnification, PopMail shall notify NetCalendar to that effect with reasonable
promptness. PopMail will have the right to cause NetCalendar to assume the
entire control of the defense, compromise or settlement thereof, including, at
the expense of NetCalendar, employment of counsel satisfactory to PopMail and,
in connection therewith, PopMail shall cooperate fully to make available to
NetCalendar all pertinent information under its control.  With respect to any
action, suit, proceeding claim, demand or assessment made against PopMail as to
which PopMail does not cause NetCalendar to assume control of the defense
thereof, NetCalendar shall thereafter reimburse PopMail for all of PopMail's
Damages, as and when they are incurred.
Indemnification of NetCalendar.  PopMail agrees to indemnify and hold
harmless NetCalendar, and each of NetCalendar's subsidiaries, and their
respective officers, directors, employees, agents, affiliates and stockholders
against and in respect of: (i) any and all losses, damages or deficiencies
(whether as a result of a direct claim by NetCalendar against PopMail, a third
party claim against NetCalendar or otherwise) resulting to NetCalendar from any
and all breaches of representations, warranties, covenants or other terms of
this Agreement by PopMail made or contained in this Agreement or in any
certification, list, document, exhibit or schedule delivered to NetCalendar
under or in connection with this Agreement or the transactions contemplated
herein; and (ii) all costs and expenses incident to any and all actions, suits,
proceedings, claims, demands, assessments, settlements or judgments in respect
of  the foregoing, regardless of the merit thereof, including NetCalendar's
reasonable legal and accounting fees and expenses (whether incident to the
foregoing or to NetCalendar's enforcement of said rights of defense and
indemnity) (items (i) and(ii) above shall be referred to herein collectively as
"NetCalendar's Damages").
Procedure for Indemnification of NetCalendar.  If any action, suit or
proceeding shall be commenced against NetCalendar or any claim, demand or
assessment be asserted against NetCalendar in respect of which NetCalendar
proposes to demand indemnification, NetCalendar shall notify PopMail to that
effect with reasonable promptness. NetCalendar will have the right to cause
PopMail to assume the entire control of the defense, compromise or settlement
thereof, including, at the expense of PopMail, employment of counsel
satisfactory to NetCalendar and, in connection therewith, NetCalendar shall
cooperate fully to make available to PopMail all pertinent information under its
control.  With respect to any action, suit, proceeding claim, demand or
assessment made against NetCalendar as to which NetCalendar does not cause
PopMail to assume control of the defense thereof, PopMail shall thereafter
reimburse NetCalendar for all of NetCalendar's Damages, as and when they are
incurred.


OTHER AGREEMENTS OF THE PARTIES


Transfer Restrictions.  


The Shares, Purchase Price Shares, the Supplemental Purchase Price Shares
and the Additional Shares (defined in Section 4.4 below) may only be disposed of
pursuant to an effective registration statement under the Securities Act or
pursuant to an available exemption from or in a transaction not subject to the
registration requirements thereof. In connection with any transfer of such
securities other than pursuant to an effective registration statement, the
issuer may require the transferor thereof to provide to the issuer an opinion of
counsel experienced in the area of federal securities laws selected by the
transferor, the form and substance of which opinion shall be reasonably
satisfactory to the issuer and its counsel, to the effect that such transfer
does not require registration under the Securities Act of 1933, as amended.

Each of NetCalendar and PopMail agree to the imprinting, so long as is
required by this Section 4.1(b), of either of the following legends on
certificates and other documents representing the Shares, Purchase Price Shares,
Supplemental Purchase Price Shares and Additional Shares: 

Legend (1):
THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE, IN
RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT
OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS.
Legend (2):
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND
MAY BE TRANSFERRED ONLY IF REGISTERED UNDER SUCH APPLICABLE ACTS OR UPON
DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE
COMPANY, THAT SUCH TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
The legends set forth above shall be removed from such certificates and
other documents and the issuer shall issue a certificate without any legend
(upon surrender of the legended certificates or other documents duly endorsed)
to each holder of such certificates and other documents upon which it is stamped
if (i) such securities are registered for resale under the Securities Act or
(ii) such legend is not required pursuant to Rule 144(k) promulgated under the
Securities Act. Each of NetCalendar and PopMail agrees that it will provide the
other, upon request, with certificates representing the issuer's securities
issued pursuant to this Agreement free from such legend at such time as such
legend is no longer required in accordance with this Section.
Appointment to Board of Advisors; Appointment to Board of Directors.



Promptly upon the Closing of the purchase of the Shares contemplated by this
Agreement, NetCalendar shall appoint one person designated by PopMail to the
NetCalendar Board of Advisors and permit such person (or any replacement
designated by PopMail) to fully participate in the duties and other activities
of the Board of Advisors, and shall reimburse such person for any and all
expense reasonably incurred in connection therewith, so long as PopMail owns any
of the Shares.  PopMail hereby designates ______________ as PopMail's first
appointee to serve on the NetCalendar Board of Advisors.
In the event that PopMail fully exercises the Option pursuant to Section 4.4
below as to all 27,624 Additional Shares, and PopMail causes the Initial
Registration Statement defined in Section 5.1 to be declared effective on or
before the Initial Registration Due Date, NetCalendar shall cause PopMail's
designee (or any replacement designee subsequently identified by PopMail) to be
appointed to the NetCalendar Board of Directors.  So long as (i) the Initial
Registration Statement is maintained effective throughout the Registration
Period and any Supplemental Registration Statement is maintained effective
throughout the Supplemental Registration Period, and (ii) PopMail owns in excess
of eight percent (8%) of NetCalendar's issued and outstanding shares of capital
stock, on a fully diluted, as-converted basis, PopMail's designee shall continue
to serve on the NetCalendar Board of Directors.

Option to Purchase Additional Shares.  NetCalendar hereby grants to
PopMail an option (the "Option") to purchase up to 27,624 additional shares of
NetCalendar common stock (the "Additional Shares") at a per share price of
$36.2004 (the "Exercise Price"), payable in cash. To exercise the Option,
PopMail must deliver written notice thereof (the "Option Notice") to NetCalendar
on or before the 30th day following the Initial Closing Date.  In the event that
PopMail elects to exercise the Option, the parties shall select a mutually
agreeable closing date, time and location within thirty (30) days of the Option
Notice, at which PopMail will deliver to NetCalendar the aggregate Exercise
Price and NetCalendar shall deliver to PopMail certificates representing the
Additional Shares.
Notice of Breaches.  Each of NetCalendar and PopMail shall give
prompt written notice to the other of any breach of any representation, warranty
or other agreement contained in this Agreement, as well as any events or
occurrences arising after the date hereof and prior to the Initial Closing Date
which would reasonably be likely to cause any representation or warranty or
other agreement of such party, as the case may be, contained herein to be
materially incorrect or breached as the date thereof.  However, no disclosure by
either party pursuant to this Section 4.5 shall be deemed to cure any breach of
any representation, warranty or other agreement contained herein


REGISTRATION OF POPMAIL COMMON STOCK


Filing of Initial Registration Statement.  On or before the 30th
day following the Initial Closing Date, PopMail shall prepare and file a
registration statement on Form S-3 (or any successor form thereto) (the "Initial
Registration Statement") covering the resale of the Purchase Price Shares issued
pursuant to Section 1.2 hereof with the SEC pursuant to Rule 415 of the
Securities Act.  PopMail will use its reasonable best efforts to have the
Initial Registration Statement declared effective by the SEC on or before the
75th day following the Initial Closing Date (the Initial Registration Due
Date").  PopMail  shall maintain the effectiveness of the Initial Registration
Statement at all times until the second anniversary of the Initial Closing Date
(the "Registration Period").
Resale of Purchase Price Shares.  NetCalendar may sell pursuant to
the Initial Registration Statement up to 25 percent of the Purchase Price Shares
during each of four successive 90 day periods commencing on the date the Initial
Registration Statement is declared effective by the SEC (the "Effective Date").
NetCalendar may sell any remaining Purchase Price Shares pursuant to the Initial
Registration Statement during the period commencing on the 361 day following the
Effective Date and ending upon the expiration of the Registration Period and,
thereafter, pursuant to Rule 144 promulgated under the Securities Act of 1933,
as amended.
Supplemental Registration Statement.  In the event that PopMail
issues Supplemental Purchase Price Shares pursuant to the provisions of Section
1.4 hereof, PopMail shall prepare and file a registration statement on Form S-3
(or any successor form thereto) (the "Supplemental Registration Statement")
covering the resale of such securities with the SEC pursuant to Rule 415 of the
Securities Act.  PopMail will use its reasonable best efforts to have the
Supplemental Registration Statement declared effective by the SEC on or before
the 75th day following the Supplemental Closing Date (the "Supplemental
Registration Due Date"). PopMail shall maintain the effectiveness of the
Supplemental Registration Statement at all times until the first anniversary of
the Supplemental Closing Date (the "Supplemental Registration Period").
Filing of Amendments.  PopMail shall prepare and file with the SEC
such amendments (including post-effective amendments) and supplements to the
Initial Registration Statement (and, if applicable, the Supplemental
Registration Statement) and the prospectus(es) used in connection therewith as
may be necessary to keep such Registration Statements effective at all times
through the Registration Period and the Supplemental Registration Period.
Qualification Under Blue Sky Laws. PopMail shall use its reasonable
best efforts to (i) register and qualify the securities covered by the Initial
Registration Statement and Supplemental Registration Statement (collectively,
the "PopMail Shares") under such other securities or blue sky laws of such
jurisdictions as NetCalendar may reasonably request, (ii) prepare and file in
those jurisdictions such amendments (including post-effective amendments) and
supplements, (iii) take such other actions as may be necessary to maintain such
registrations and qualifications in effect at all times through the Registration
Period and, if applicable, the Supplemental Registration Period and (iv) take
all other actions reasonably necessary or advisable to qualify the PopMail
Shares for sale in such jurisdictions; provided, however, that
PopMail shall not be required in connection therewith or as a condition thereto
to (I) qualify to do business in any jurisdiction where it would not otherwise
be required to qualify but for this Section 5.5, (II) subject itself to general
taxation in any such jurisdiction, (III) file a general consent to service of
process in any such jurisdiction (excluding execution of a Form U-2 Uniform
Consent to Service of Process or equivalent filing which may be required for
such registration, qualification or any exemption therefrom), or (IV) make any
change in its charter or bylaws.
Registration Expenses.  All expenses (other than fees and expenses of
investment bankers  retained by NetCalendar, if any, and brokerage commissions)
incurred in connection with registrations, filings or qualifications pursuant to
this Article 5, including, without limitation, all registration, listing and
qualifications fees, printers and accounting fees and the fees and disbursements
of counsel for PopMail, shall be borne by PopMail; provided,
however, that NetCalendar shall bear the fees and out-of-pocket expenses
of its own legal counsel and any  accountants and agents engaged by
NetCalendar.
Indemnification.  In the event any PopMail Shares are included in a
registration statement pursuant to this Agreement:


To the extent permitted by law, PopMail (in such capacity an "Indemnifying
Party") shall indemnify and hold NetCalendar (in such capacity an "Indemnified
Person") harmless against any losses, claims, damages, expenses or liabilities
(collectively the "Claims") to which NetCalendar becomes subject under the
Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange
Act") or otherwise, insofar as such Claims (or actions or proceedings, whether
commenced or threatened, in respect thereof) arise out of or are based upon any
of the following statements, omissions or violations in the Initial Registration
Statement or Supplemental Registration Statement, or any post-effective
amendment thereof, or any prospectus included therein: (i) any untrue statement
or alleged untrue statement of a material fact contained in either registration
statement or any post-effective amendment thereof or the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, (ii) any untrue
statement or alleged untrue statement of a material fact contained in any
preliminary prospectus if used prior to the effective date of the applicable
registration statement, or contained in the final prospectus (as amended or
supplemented, if PopMail files any amendment thereof or supplement thereto with
the SEC) or the omission or alleged omission to state therein any material fact
necessary to make the statements made therein, in light of the circumstances
under which the statements therein were made, not misleading or (iii) any
violation or alleged violation by PopMail of the Securities Act, the Exchange
Act or any state securities law or any rule or regulation (the matters in the
foregoing clauses (i) through (iii) being, collectively, "Violations").  PopMail
shall reimburse NetCalendar promptly as such expenses are incurred and are due
and payable, for any legal fees or other reasonable expenses incurred by
NetCalendar in connection with investigating or defending any such Claim.
Notwithstanding anything to the contrary contained herein, the indemnification
agreement contained in this Section 5.7 shall not apply to a Claim arising out
of or based upon a Violation which occurs in reliance upon and in conformity
with information furnished in writing to PopMail by NetCalendar expressly for
use in connection with the preparation of either the Initial Registration
Statement or the Supplemental Registration Statement or any such amendment
thereof.  Such indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of such Indemnified Person.
In connection with the Initial Registration Statement and, if applicable,
the Supplemental Registration Statement, NetCalendar (in such capacity an
"Indemnifying Party") agrees to indemnify and hold harmless, to the same extent
and in the same manner set forth in Section 5.7(a), PopMail, each of its
directors, each of its officers who signs the Registration Statement, each
person, if any, who controls PopMail within the meaning of the Securities Act or
the Exchange Act, and any other shareholder selling securities pursuant to the
applicable registration statement or any of its directors or officers or any
person who controls such shareholder within the meaning of the Securities Act or
the Exchange Act (each an "Indemnified Party"), against any Claim to which any
of them may become subject, under the Securities Act, the Exchange Act or
otherwise, insofar as such Claim arises out of or is based upon any Violation,
in each case to the extent (and only to the extent) that such Violation occurs
in reliance upon and in conformity with written information furnished to PopMail
by NetCalendar expressly for use in connection with either or both registration
statement; and NetCalendar will promptly reimburse any legal or other expenses
reasonably incurred by the Indemnified Parties in connection with investigating
or defending any such Claim; provided, however, that the indemnity
agreement contained in this Section 5.7(b) shall not apply to amounts paid in
settlement of any Claim if such settlement is effected without the prior written
consent of NetCalendar, which consent shall not be unreasonably withheld;
provided, further, however, that NetCalendar shall be
liable under this Section 5.7(b) for only that amount of a Claim as does not
exceed the net proceeds to NetCalendar as a result of the sale of the Purchase
Price Shares or the Supplemental Purchase Price Shares pursuant to either the
Initial Registration Statement or the Supplemental Registration Statement. Such
indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of such Indemnified Party.
Promptly after receipt by the Indemnified Person or any Indemnified Party
under this Section 5.7 of notice of the commencement of any action (including
any governmental action), the Indemnified Person or such Indemnified Party
shall, if a Claim in respect thereof is to made against any Indemnifying Party
under this Section 5.7, deliver to the Indemnifying Party a written notice of
the commencement thereof and this Indemnifying Party shall have the right to
participate in, and, to the extent the Indemnifying Party so desires, jointly
with any other Indemnifying Party similarly noticed, to assume control of the
defense thereof with counsel mutually satisfactory to the Indemnifying Parties;
provided, however, that an Indemnified Person or Indemnified Party
shall have the right to retain its own counsel, with the fees and expenses to be
paid by the Indemnifying Party, if, in the reasonable opinion of counsel
retained by the Indemnifying Party, the representation by such counsel of the
Indemnified Person or Indemnified Party and the Indemnifying Party would be
inappropriate due to actual or potential differing interests between such
Indemnified Person or Indemnified Party and other party represented by such
counsel in such proceeding.  The failure to deliver written notice to the
Indemnifying Party within a reasonable time of the commencement of any such
action shall not relieve such Indemnifying Party of any liability to the
Indemnified Person or Indemnified Party under this Section 5.7, except to the
extent that the Indemnifying Party is prejudiced in its ability to defend such
action. The indemnification required by this Section 5.7 shall be made by
periodic payments of the amount thereof during the course of the investigation
or defense, as such expense, loss, damage or liability is incurred and is due
and payable.

Contribution.  To the extent any indemnification provided for
herein is prohibited or limited by law, the Indemnifying Party agrees to make
the maximum contribution with respect to any amounts for which it would
otherwise be liable under Section 5.7 to the fullest extent permitted by law;
provided, however, that (a) no contribution shall be made under
circumstances where the maker would not have been liable for indemnification
under the fault standards set forth in Section 5.7, (b) no person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation and (c) contribution by NetCalendar
shall be limited in amount to the net amount of proceeds received by NetCalendar
from the sale of the Purchase Price Shares and the Supplemental Purchase Price
Shares.
Reports under Exchange Act.  With a view to making available to
NetCalendar the benefits of Rule 144 or any other similar rule or regulation of
the SEC that may at any time permit NetCalendar to sell securities of PopMail to
the public without registration, until such time as NetCalendar have sold all
the Purchase Price Shares and the Supplemental Purchase Price Shares pursuant to
the Initial Registration Statement and, if applicable, the Supplemental
Registration Statement, or Rule 144, PopMail agrees to:


make and keep public information available, as those terms are understood
and defined in Rule 144;
file with the SEC all reports and other documents required of PopMail under
the Securities Act and the Exchange Act; and
furnish to NetCalendar so long as NetCalendar owns Purchase Price Shares or
Supplemental Purchase Price Shares, promptly upon request, (i) a written
statement by PopMail that it has complied with the reporting requirements of
Rule 144, the Securities Act and the Exchange Act, (ii) a copy of the most
recent annual or quarterly report of PopMail and such other reports and
documents so filed by PopMail and (iii) such other information as may be
reasonably requested to permit NetCalendar to sell such securities pursuant to
Rule 144 without registration.



TERMINATION; REMEDIES


Termination.  This Agreement will be terminated and, except as
set forth below, the provisions hereof shall have no further force or effect in
the earliest event that:


The average closing share price of PopMail common stock for the ten
consecutive trading days preceding the second business day prior to the Initial
Closing Date is less than $.50 and NetCalendar rejects PopMail's offer of
Purchase Price Shares made pursuant to Section 1.1;
The Initial Registration Statement is not declared effective by the SEC on
or before the Initial Registration Due Date, and NetCalendar elects (as hereby
authorized) to terminate this Agreement at any time during the 60-day period
following the Initial Registration Due Date by providing written notice thereof
(the "Termination Notice") to PopMail during such period; provided,
however, that NetCalendar may not elect to terminate this Agreement if
the Initial Registration Statement is declared effective by the SEC prior to
NetCalendar providing such Termination Notice.  Within ten (10) days of the date
of such Termination Notice, PopMail shall deliver to NetCalendar the
certificates representing the Shares and NetCalendar shall deliver to PopMail
the certificates representing the Purchase Price Shares; or
The Initial Registration Statement, having once been declared effective by
the SEC, is not maintained effective by PopMail throughout the Registration
Period, and NetCalendar elects (as hereby authorized) to terminate this
Agreement at any time during the 60-day period following the date upon which the
Initial Registration shall become not effective, by providing written notice
thereof (the "Termination Notice") to PopMail during such period; provided,
however, that NetCalendar may not elect to terminate this Agreement if the
Initial Registration Statement, having become not effective, is again made
effective by the SEC prior to NetCalendar providing such Termination Notice.
Within ten (10) days of the date of such Termination Notice, NetCalendar shall
deliver to PopMail certificates representing such number of Purchase Price
Shares as shall then be held by NetCalendar, and PopMail shall deliver to
NetCalendar  certificates representing such number of Shares as shall equal the
value of the Purchase Price Shares tendered by NetCalendar hereunder, with the
value of the Purchase Price Shares and the Shares exchanged under this Section
6.1(c) each being determined as of the Initial Closing Date.

Litigation Expense.  In the event any party hereto is made or shall
become a party to any litigation commenced by or against the other party
involving the enforcement of any of the rights or remedies of such party, or
arising on account of a default of the other party in its performance of any of
the other party's obligations hereunder, then the prevailing party in such
litigation shall be entitled to full reimbursement by the other party of any and
all reasonable costs incurred by such prevailing party in connection with such
litigation, including the reasonable costs, fees and expenses of
attorneys.


MISCELLANEOUS


Fees and Expenses.  Each party shall pay the fees and expenses of
its advisers and other experts in connection with the transactions contemplated
by this Agreement.
Entire Agreement.  This Agreement, together with any Exhibits and
Schedules hereto, contains the entire understanding of the parties with respect
to the subject matter hereof and supersedes all prior agreements and
understandings, oral or written, with respect to such matters.
Notices.  Any and all notices or other communications or deliveries
required or permitted to be provided hereunder shall be in writing and shall be
deemed given and effective on the earliest of (i) the date of transmission, if
such notice or communication is delivered via facsimile at the facsimile
telephone number specified in this Section prior to 4:30 p.m. (Minneapolis time)
on a business day, (ii) the business day after the date of transmission, if such
notice or communication is delivered via facsimile at the facsimile telephone
number specified herein later than 4:30 p.m. (Minneapolis time) on any date and
earlier than 11:59 p.m. (Minneapolis time) on such date, (iii) the business day
following the date of mailing, if sent by nationally recognized overnight
courier service, or (iv) upon actual receipt by the party to whom such notice is
required to be given.  The address for such notices and communications shall be
as follows:
If to PopMail:
PopMail.com, inc.
5700 W. Plano Parkway Suite 1000
Plano, TX  75093
telephone:  972-381-2742
facsimile:  972-381-2743 
Attention: Mr. Gary Schneider

With copy to:

Philip J. Tilton, Esq.
Maslon Edelman Borman & Brand, LLP
3300 Wells Fargo Center
Minneapolis, MN 55402
telephone: 612-672-8200
facsimile: 612-672-8397
If to NetCalendar:
NetCalendar, Inc. 
1901 N. Ft. Myer Drive, Suite 702
Arlinton, Virginia  22209
telephone:  703.812.1500
facsimile:  703.812.1507
Attention:  Mr. Edward L. Neumann
With copy to:
J. Stephen Britt, Esq.
Enterprise Business Law Group LLC
7900 Westpark Drive, Suite T-305
McLean, Virginia  22102
telephone:  703.848.8317
facsimile:  703.848.8333
Waivers.  No waiver of any default with respect to any provision,
condition or requirement of this Agreement shall be deemed to be a continuing
waiver in the future or a waiver of any other provision, condition or
requirement hereof, nor shall any delay or omission of either party to exercise
any right hereunder in any manner impair the exercise of any such right accruing
to it thereafter.
Headings.  The headings herein are for convenience only, do not
constitute a part of this Agreement and shall not be deemed to limit or affect
any of the provisions hereof.
Assignment and Delegation.  Neither party may assign its rights nor
delegate its duties or obligations arising under this Agreement without the
written consent of the other, which consent may be withheld for any reason or no
reason.  The assignment by a party of this Agreement or any rights hereunder
shall not affect the obligations of such party under this Agreement.
No Third-Party Beneficiaries.  This Agreement is intended for the
benefit of the parties hereto and their respective permitted successors and
assigns and, other than with respect to permitted assignees under Section 7.6,
is not for the benefit of, nor may any provision hereof be enforced by, any
other Person.
Governing Law.  This Agreement shall be governed by and construed and
enforced in accordance with the internal laws of the State of Minnesota without
regard to the principles of conflicts of law thereof.
Survival.  The representations, warranties, agreements and covenants
contained in this Agreement shall survive after the Closing Date.
Execution.  This Agreement may be executed in two or more
counterparts, all of which when taken together shall be considered one and the
same agreement and shall become effective when counterparts have been signed by
each party and delivered to the other party, it being understood that both
parties need not sign the same counterpart.  In the event that any signature is
delivered by facsimile transmission, such signature shall create a valid and
binding obligation of the party executing (or on whose behalf such signature is
executed) the same with the same force and effect as if such facsimile signature
page were an original thereof.
Severability.  In case any one or more of the provisions of this
Agreement shall be invalid or unenforceable in any respect, the validity and
enforceability of the remaining terms and provisions of this Agreement shall not
in any way be affected or impaired thereby and the parties will attempt to agree
upon a valid and enforceable provision which shall be a reasonable substitute
therefor, and upon so agreeing, shall incorporate such substitute provision in
this Agreement.
Remedies.  Each of the parties to this Agreement acknowledges and
agrees that the other parties would be damaged irreparably in the event any of
the provisions of this Agreement are not performed in accordance with their
specific terms or otherwise are breached.  Accordingly, each of the parties
hereto agrees that the other parties shall be entitled to an injunction or
injunctions to prevent breaches of the provisions of this Agreement and to
enforce specifically this Agreement and the terms and provisions of this
Agreement in any action instituted in any court of the United States of America
or any state thereof having jurisdiction over the parties to this Agreement and
the matter, in addition to any other remedy to which they may be entitled, at
law or in equity.





IN WITNESS WHEREOF, the parties hereto have caused this Stock Purchase
Agreement to be duly executed by their respective authorized persons as of the
date first indicated above.






NETCALENDAR, INC.


By:  _______________________
	Edward L. Neumann
Its: Chief Executive Officer


POPMAIL.COM, INC.


By:  _______________________
	Gary Schneider
Its: Chief Executive Officer



EX-10.53
25
exh1053.htm
EXHIBIT












Exhibit 10.53

SECURITY AGREEMENT
This Security Agreement (the
"Agreement") is made as of December 8, 2000 by and between JBII
Corporation, a Delaware corporation (the "Debtor"), and
PopMail.com, Inc., a Minnesota corporation (the "Secured
Party").
RECITALS
The Debtor and the Secured Party are parties to a
Secured Promissory Note of even date with this Agreement (the
"Note").  The parties intend that the Debtor's obligations to
repay the Note be secured by certain assets of the Debtor.
AGREEMENT

In consideration of the purchase of the Note by the Secured
Party and for other good and valuable consideration, the Debtor hereby agrees
with the Secured Party as follows:
1.	Grant of Security Interest.  To secure
the Debtor's full and timely performance of all of the Debtor's obligations and
liabilities to the Secured Party pursuant to the Note (including, without
limitation, Debtor's obligation to timely pay the principal amount of the Note)
(the "Obligations"), the Debtor hereby grants to the Secured
Party a continuing security interest (the "Security Interest")
in and to all of the property described on Exhibit A to this Agreement
(the "Collateral").  The Security Interest shall be a first and
prior interest in all of the Collateral.
2.	Covenants.  The Debtor covenants and
agrees with the Secured Party that, from and after the date of this Agreement
until the Obligations are paid in full:
(a)	Other Liens.  Except for the Security
Interest, the Debtor is the owner of the Collateral.  No financing statements
covering any Collateral or any proceeds thereof are on file in any public
office.
(b)	Further Documentation.  At any time and
from time to time, upon the written request of the Secured Party, and at the
sole expense of the Secured Party, the Debtor will promptly and duly execute and
deliver such further instruments and documents and take such further action as
the Secured Party may reasonably request for the purpose of obtaining or
preserving the full benefits of this Agreement and of the rights and powers
herein granted, including, without limitation, filing any financing or
continuation statements under the Uniform Commercial Code in effect in any
jurisdiction with respect to the liens created hereby.  The Debtor also hereby
authorizes the Secured Party to file any such financing or continuation
statement without the signature of the Debtor to the extent permitted by
applicable law.  A reproduction of this Agreement shall be sufficient as a
financing statement (or as an exhibit to a financing statement on form UCC-1)
for filing in any jurisdiction.
(c)	Indemnification.  The Debtor agrees to
defend, indemnify and hold harmless the Secured Party against any and all
liabilities, costs and expenses (including, without limitation, legal fees and
expenses): (i) with respect to, or resulting from, any delay in paying, any
and all excise, sales or other taxes which may be payable or determined to be
payable with respect to any of the Collateral or (ii) with respect to, or
resulting from, any delay in complying with any law, rule, regulation or order
of any governmental authority applicable to any of the Collateral.
(d)	Maintenance of Records.  The Debtor will
keep and maintain at its own expense complete and satisfactory records of the
Collateral.
(e)	Inspection Rights.  The Secured Party
shall have full access during normal business hours, and upon reasonable prior
notice, to all the books, correspondence and other records of the Debtor
relating to the Collateral.  The Secured Party or its representatives may
examine such records and make photocopies or otherwise take extracts from such
records.  The Debtor agrees to render to the Secured Party, at the Debtor's
expense, such clerical and other assistance as may be reasonably requested with
regard to the exercise of its rights pursuant to this paragraph.
(f)	Compliance with Laws, etc.  The Debtor
will comply in all material respects with all laws, rules, regulations and
orders of any governmental authority applicable to any part of the Collateral or
to the operation of the Debtor's business; provided, however, that
the Debtor may contest any such law, rule, regulation or order in any reasonable
manner which does not, in the reasonable opinion of the Debtor, adversely affect
the Secured Party's rights or the priority of its liens on the Collateral.
(g)	Payment of Obligations.  The Debtor will
pay promptly when due all taxes, assessments and governmental charges or levies
imposed upon the Collateral or with respect to any of its income or profits
derived from the Collateral, as well as all claims of any kind (including,
without limitation, claims for labor, materials and supplies) against or with
respect to the Collateral, except that no such charge need be paid if
(i) the validity of such charge is being contested in good faith by
appropriate proceedings, (ii) such proceedings do not involve any material
danger of the sale, forfeiture or loss of any of the Collateral or any interest
in the Collateral and (iii) such charge is adequately reserved against on
the Debtor's books in accordance with generally accepted accounting
principles.
(h)	Further Identification of Collateral.
The Debtor will furnish to the Secured Party from time to time statements and
schedules further identifying and describing the Collateral and such other
reports in connection with the Collateral as the Secured Party may reasonably
request, all in reasonable detail.
3.	Secured Party's Appointment as Attorney-in-Fact.

(a)	Powers.  For purposes of this
Agreement, "Event of Default" means Debtor's failure to pay or
discharge the Obligations in full in accordance with the terms of the Note.  The
Debtor hereby appoints the Secured Party and any officer or agent of the Secured
Party, with full power of substitution, as its attorney-in-fact with full
irrevocable power and authority in the place of the Debtor and in the name of
the Debtor or its own name, from time to time in the Secured Party's discretion
so long as an Event of Default has occurred and is continuing, for the purpose
of carrying out the terms of this Agreement, to take any appropriate action and
to execute any instrument which may be necessary or desirable to accomplish the
purposes of this Agreement.  Without limiting the foregoing, so long as an Event
of Default has occurred and is continuing, the Secured Party shall have the
right, without notice to, or the consent of, the Debtor, to do any of the
following on the Debtor's behalf:





	(i)	to pay or discharge any taxes or liens levied or
placed on or threatened against the Collateral;
	(ii)	to direct any party liable for any payment under
any of the Collateral to make payment of any and all amounts due or to become
due thereunder directly to the Secured Party or as the Secured Party
directs;
	(iii)	to ask for or demand, collect, and receive
payment of and receipt for, any payments due or to become due at any time in
respect of or arising out of any Collateral;
	(iv)	to commence and prosecute any suits, actions or
proceedings at law or in equity in any court of competent jurisdiction to
enforce any right in respect of any Collateral;
	(v)	to defend any suit, action or proceeding brought
against the Debtor with respect to any Collateral;
	(vi)	to settle, compromise or adjust any suit, action
or proceeding described in subsection (v) above and to give such discharges
or releases in connection therewith as the Secured Party may deem
appropriate;
	(vii)	to assign any patent right included in the
Collateral of Debtor (along with the goodwill of the business to which any such
patent right pertains), throughout the world for such term or terms, on such
conditions, and in such manner, as the Secured Party shall in its sole
discretion determine; and
	(viii)	generally, to sell, transfer, pledge and make
any agreement with respect to or otherwise deal with any of the Collateral and
to take, at the Secured Party's option and the Debtor's expense, any actions
which the Secured Party deems necessary to protect, preserve or realize upon the
Collateral and the Secured Party's liens on the Collateral and to carry out the
intent of this Agreement, in each case to the same extent as if the Secured
Party were the absolute owner of the Collateral for all purposes.




The Debtor hereby ratifies whatever actions the Secured Party
shall lawfully do or cause to be done in accordance with this Section 3.  This
power of attorney shall be a power coupled with an interest and shall be
irrevocable.
(b)	No Duty on Secured Party's Part.  The
powers conferred on the Secured Party by this Section 3 are solely to protect
the Secured Party's interests in the Collateral and shall not impose any duty
upon it to exercise any such powers.  The Secured Party shall be accountable
only for amounts that it actually receives as a result of the exercise of such
powers, and neither the Secured Party nor any of its officers, directors,
employees or agents shall, in the absence of willful misconduct or gross
negligence, be responsible to the Debtor for any act or failure to act pursuant
to this Section 3.
4.	Remedies.  If an Event of Default has
occurred and is continuing, the Secured Party may exercise, in addition to all
other rights and remedies granted to it in this Agreement and in any other
instrument or agreement relating to the Obligations, all rights and remedies of
a secured party under the Washington Uniform Commercial Code, as amended from
time to time (the "Code").
5.	Limitation on Duties Regarding Preservation of
Collateral.  The Secured Party's sole duty with respect to the custody,
safekeeping and preservation of the Collateral, under RCW 62.9-207 of the Code
or otherwise, shall be to deal with it in the same manner as the Secured Party
deals with similar property for its own account.  Neither the Secured Party nor
any of its directors, officers, employees or agents shall be liable for failure
to demand, collect or realize upon all or any part of the Collateral or for any
delay in doing so or shall be under any obligation to sell or otherwise dispose
of any Collateral upon the request of the Debtor or otherwise.
6.	Powers Coupled with an Interest.  All
authorizations and agencies contained in this Agreement with respect the
Collateral are irrevocable and powers coupled with an interest.
7.	Miscellaneous.

(a)	Amendments and Waivers.  Any term of
this Agreement may be amended with the written consent of the parties or their
respective successors and assigns.  Any amendment or waiver effected in
accordance with this Section 7(a) shall be binding upon the parties and
their respective successors and assigns.
(b)	Transfer; Successors and Assigns. 
The terms and conditions of this Agreement shall be binding upon the Debtor
and its successors and assigns and inure to the benefit of the Secured Party and
its successors and assigns.  Nothing in this Agreement, express or implied, is
intended to confer upon any party other than the parties hereto or their
respective successors and assigns any rights, remedies, obligations
or liabilities under or by reason of this Agreement, except as expressly
provided in this Agreement.
(c)	Governing Law.  This Agreement and all
acts and transactions pursuant hereto and the rights and obligations of the
parties hereto shall be governed, construed and interpreted in accordance with
the laws of the State of Washington, without giving effect to principles of
conflicts of law.
(d)	Counterparts.  This Agreement may be
executed in two or more counterparts, each of which shall be deemed an original
and all of which together shall constitute one instrument.
(e)	Titles and Subtitles.  The titles and
subtitles used in this Agreement are used for convenience only and are not
to be considered in construing or interpreting this Agreement.
(f)	Notices.  Any notice required or
permitted by this Agreement shall be in writing and shall be deemed sufficient
upon receipt, when delivered personally or by courier, overnight delivery
service or confirmed facsimile, or forty-eight (48) hours after being deposited
in the U.S. mail as certified or registered mail with postage prepaid, if such
notice is addressed to the party to be notified at such party's address or
facsimile number as set forth below or as subsequently modified by
written notice.
(g)	Severability.  If one or more provisions
of this Agreement are held to be unenforceable under applicable law, the parties
agree to renegotiate such provision in good faith, in order to maintain the
economic position enjoyed by each party as close as possible to that under the
provision rendered unenforceable.  In the event that the parties cannot reach a
mutually agreeable and enforceable replacement for such provision, then
(i) such provision shall be excluded from this Agreement, (ii) the
balance of the Agreement shall be interpreted as if such provision were so
excluded and (iii) the balance of the Agreement shall be enforceable in
accordance with its terms.
(h)	Entire Agreement.  This Agreement, and
the documents referred to herein constitute the entire agreement between the
parties hereto pertaining to the subject matter hereof, and any and all other
written or oral agreements existing between the parties hereto concerning such
subject matter are expressly canceled.
[Signature Page Follows]
The Debtor and Secured Party have caused this Agreement to be
duly executed and delivered as of the date first above written.
		DEBTOR:


		JBII Corporation

		a Delaware corporation


			By:____________________________

			Name:___________________________

		Title:	___________________________


		Address:	2310 130th Avenue NE
			Suite B-202
			Bellevue, WA  98005

		Facsimile No:(425) 869-3678

SECURED PARTY:
PopMail.com, Inc., 
a Minnesota corporation

By:_________________________

Name:___________________________

Title:  ___________________________	


Address:
1331 Corporate Dr # 350 
Irving, TX 75038
Facsimile Number:  (972) 550-5581



















EX-10.54
26
exh1054.htm
EXHIBIT












Exhibit 10.54


THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A
VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF.  NO SUCH SALE
OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT
RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY
THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.
SECURED PROMISSORY NOTE

$2,250,000.00	December 8, 2000
	Bellevue, Washington

	For value received, JBII Corporation, a Washington
corporation (the "Company"), promises to pay to Popmail.com,
Inc. (the "Holder"), the principal sum of Two Million Two
Hundred Fifty Thousand Dollars and No Cents ($2,250,000.00) (as may be adjusted
as provided in Section 2 below) (the "Principal Amount"), with
zero interest on the unpaid principal hereof; provided, however, in the event
the Company is in default of its obligation to pay any amounts due under this
Note, then interest shall accrue from the date of such default solely on such
amounts at the then applicable prime rate per annum.  This Note is issued
pursuant to that certain Asset Purchase Agreement dated December 8, 2000 by and
among the Company, the Holder and IZ.com, Inc. (the "Asset
Agreement").  All capitalized terms not defined herein shall have the
meaning set forth in the Asset Agreement.  This secured promissory note
("Note") is subject to the following terms and conditions.
1.	Maturity.  This Note will automatically mature and be due
and payable in one of the following options, which option shall be chosen by
Company in its sole discretion except that compliance with option (a) shall
be mandatory upon the occurrence of a Liquidity Event (as defined
below):




(a)	Within five (5) days following the closing of
(i) an underwritten initial public offering of the Company's Common Stock
pursuant to a Registration Statement on Form S-1 under the Securities Act of
1933, as amended (the "IPO"), or (ii) the sale or other
transfer or conveyance of all or substantially all of the Purchased Assets
substantially in exchange for cash consideration, or (iii) the Company's
merger with or into or consolidation with any other corporation (other than a
wholly-owned subsidiary corporation) substantially in exchange for cash
consideration or if the Company effects any other transaction or series of
related transactions substantially in exchange for cash consideration in which
more than fifty percent (50%) of the voting power of the Company is disposed of
and the Company is not the survivor (each of (i), (ii) and (iii) a
"Liquidity Event"); or 

(b) Beginning at the end of the Company's first fiscal
quarter that occurs after the three-year anniversary of the Closing Date (the
"Initial Quarter"), Company shall pay Holder quarterly
installments of exactly 15% of Company's net operating profit (as calculated in
accordance with GAAP) from the previous fiscal quarter, with the first
installment due 30 days after the end of the Initial Quarter and all subsequent
installments payable 30 days after the end of each quarter thereafter, provided
that all amounts due and payable under this Note shall be paid to Holder by no
later than the date that is the eight-year anniversary of the Closing Date;
or

(c) Beginning at the end of the Initial Quarter, if Company
chooses to tender Popmail Stock (as defined in Section 3) pursuant to Section 3,
Company shall pay Holder quarterly installments of shares of Popmail Stock
having a value (determined as set forth in Section 3) equal to at least 50% of
Company's operating profit (as calculated in accordance with GAAP) from the
previous fiscal quarter, with the first installment due 30 days after the end of
the Initial Quarter and all subsequent installments payable 30 days after the
end of each quarter thereafter, provided that all amounts due and payable under
this Note shall be paid to Holder by no later than the date that is the eight-
year anniversary of the Closing Date; or

(d) If Company does not elect (a), (b) or (c) above, then the
Note shall automatically mature and become due and payable in 48 equal monthly
installments, with the first such installment due the date that is the four-year
anniversary of the Closing Date, with subsequent installments due thereafter on
the monthly anniversaries of the Closing Date.




Notwithstanding the foregoing, the entire unpaid principal sum of this Note
shall become immediately due and payable upon the insolvency of the Company, the
commission of any act of bankruptcy by the Company, the execution by the Company
of a general assignment for the benefit of creditors, the filing by or against
the Company of a petition in bankruptcy or any petition for relief under the
federal bankruptcy act or the continuation of such petition without dismissal
for a period of ninety (90) days or more, or the appointment of a receiver or
trustee to take possession of the property or assets of the Company.  
2.	Principal Amount Adjustment.  In the event a
Consideration Adjustment occurs as provided in Section 2.6(a) of the Asset
Agreement or partial forgiveness of the Principal Amount occurs as provided in
Sections 2.6(b) or 2.6(c) of the Asset Agreement, the Principal Amount
shall be correspondingly reduced in an amount equal to such Consideration
Adjustment or partial forgiveness, respectively.  Any such adjustment shall
affect only the Principal Amount, and all other terms and provisions of this
Note shall remain unchanged.
3.	Payment; Prepayment.  All payments shall be made in
either (i) lawful money of the United States of America or (ii) shares of
Popmail.com, Inc. common stock ("Popmail Stock"), in each case
at such place as the Holder hereof may from time to time designate in writing to
the Company.  Any shares of Popmail Stock tendered by Holder pursuant to this
Section 3 shall be valued at the average of the closing trade prices over the
ten day period immediately prior to the date such shares are tendered.
Prepayment of this Note may be made at any time(s) and in any amount(s) without
penalty. 
4.	Transfer; Successors and Assigns.  The terms and
conditions of this Note shall inure to the benefit of and be binding upon the
respective successors and assigns of the parties.  Notwithstanding the
foregoing, the Holder may not assign, pledge, or otherwise transfer this Note
without the prior written consent of the Company, which consent shall not be
unreasonably withheld.  Subject to the preceding sentence, this Note may be
transferred only upon surrender of the original Note for registration of
transfer, duly endorsed, or accompanied by a duly executed written instrument of
transfer in form satisfactory to the Holder.  Thereupon, a new note for the same
Principal Amount and interest will be issued to, and registered in the name of,
the transferee.  Interest and Principal Amount are payable only to the
registered holder of this Note.
5.	Governing Law.  This Note and all acts and transactions
pursuant hereto and the rights and obligations of the parties hereto shall be
governed, construed and interpreted in accordance with the laws of the State of
Washington, without giving effect to principles of conflicts of law.  
6.	Notices.  Any notice required or permitted by this Note
shall be in writing and shall be deemed sufficient upon delivery, when delivered
personally or by a nationally-recognized delivery service (such as Federal
Express or UPS), or forty-eight (48) hours after being deposited in the U.S.
mail, as certified or registered mail, with postage prepaid, addressed to the
party to be notified at such party's address as set forth below or as
subsequently modified by written notice.
7.	Amendments and Waivers.  Any term of this Note may be
amended only with the written consent of the Company and the Holder.  Any
amendment or waiver effected in accordance with this Section 7 shall be
binding upon the Company, the Holder and each transferee of the Note.
8. 	Stockholders, Officers and Directors Not Liable.  In no
event shall any stockholder, officer or director of the Company be liable for
any amounts due or payable pursuant to this Note.
9.	Grant of Security Interest.  This Note is secured by a
security interest in the Purchased Assets in accordance with a separate security
agreement (the "Security Agreement") of even date herewith
between the Company and the Holder, the terms of which are incorporated herein
by reference.  In case of an Event of Default (as defined in the Security
Agreement), the Holder shall have the rights set forth in the Security
Agreement.
10.	Notice Regarding Oral Commitments.  Oral agreements or
oral commitments to loan money extend credit, or to forbear from enforcing
repayment of a debt are not enforceable under Washington law.















COMPANY:

JBII CORPORATION

By:	

Name:	
	(print)
Title:	

Address:  2310 130th Avenue NE, 














	Suite B-202
	Bellevue, WA 98005


AGREED TO AND ACCEPTED:

POPMAIL.com, INC.

By:  ___________________________

Name: _________________________
	           (print)
Title:  __________________________

Address:	1333 Corporate Drive
		Suite 350
		Irving, TX  75038




















EX-10.55
27
exh1055.htm
EXHIBIT












Exhibit 10.55



Asset Purchase Agreement

	This Asset Purchase Agreement (the "Agreement") is
entered into as of December 8, 2000, by and between JBII Corporation, a Delaware
corporation ("Buyer"), PopMail.com, Inc.
("PopMail"), a Minnesota corporation and IZ.com, Inc., a
Delaware corporation and wholly owned subsidiary of PopMail
("IZ" and together with PopMail, the
"Seller").

RECITALS

	IZ conducts a business, which among other things provides content
creation and development for publication on multiple electronic platforms
through the use of the Vignette StoryServer software, both under IZ's own brand
and for clients on a client branded basis (the "IZ Business").
For all purposes of this Agreement, "IZ Business" shall exclude all
the assets and liabilities of PopMail Network, Inc., a Texas company based in
Dallas, Texas and Fan Asylum, Inc., a California company based in San Francisco,
California.  Buyer desires to acquire from Seller, and Seller desires to sell to
Buyer, substantially all of the assets of the IZ Business on the terms and
subject to the conditions set forth in this Agreement.

AGREEMENT

	In consideration of the mutual agreements, representations,
warranties and covenants set forth below, Buyer and Seller agree as follows:

1.	Definitions.

1.1	Definitions.  As used in this Agreement, the
following terms shall have the following meanings:
(a)	"Affiliate" means with respect
to any Person, a Person directly or indirectly controlling or controlled by or
under common control with such Person.
(b)	"Closing" means the
consummation of the transactions contemplated hereby.
(c)	"Closing Date" means the date
of the Closing.
(d)	"Code" means the Internal
Revenue Code of 1986, as amended.
(e)	"Environmental Laws" shall
mean all federal, regional, state, county or local laws, statutes, ordinances,
decisional law, rules, regulations, codes, orders, decrees, directives and
judgments relating to public health or safety, pollution, damage to or
protection of the environment, any environmental contamination or pollution or
threatened contamination or pollution of, or the release or threatened release
of hazardous materials into the environment, whether existing in the past or
present or hereafter enacted, rendered, adopted or promulgated.  Environmental
Laws shall include, but are not limited to, the following laws, and the
regulations promulgated thereunder, as the same may be amended from time to
time:  the Comprehensive Environmental Response Compensation and Liability Act
(42 U.S.C. 9601 et seq.) ("CERCLA"); the Resource
Conservation and Recovery Act (42 U.S.C. 6901 et seq.)
("RCRA"); the Clean Air Act (42 U.S.C. 7401 et
seq.); the Clean Water Act (33 U.S.C. 1251 et seq.); and
state environmental laws.
(f)	"GAAP" means generally
accepted accounting principles of the United States of America.
(g)	"Governmental Authorizations"
means the permits, authorizations, consents or approvals of any Governmental
Entity which are a condition to the lawful consummation of the transactions
contemplated hereby listed on Schedule 1.1(g) to this Agreement.
(h)	"Governmental Entity" means
any court, or any federal, state, municipal or other governmental authority,
department, commission, board, agency or other instrumentality (domestic or
foreign).
(i)	"Lien" means any mortgage,
pledge, lien, security interest or agreement, option, covenant, condition,
restriction, encumbrance, lease, conditional sales contract, title retention
device, charge or other third-party claim of any kind.
(j)	"Material Adverse Effect" with
respect to a Person means any event, change or effect that is materially adverse
to the condition (financial or otherwise), properties, assets, liabilities,
business, operations or results of operations of such Person and its Affiliates,
taken as a whole.
(k)	"Person" means an individual,
corporation, partnership, association, trust, government or political
subdivision or agent or instrumentality thereof, or other entity or
organization.
(l)	"Taxes" means all taxes,
however denominated, including any interest, penalties or other additions to tax
that may become payable in respect thereof, (i) imposed by any federal,
territorial, state, local or foreign government or any agency or political
subdivision of any such government, for which Buyer could become liable as
successor to or transferee of the IZ Business or the Purchased Assets or which
could become a charge against or lien on any of the Purchased Assets, which
taxes shall include, without limiting the generality of the foregoing, all sales
and use taxes, ad valorem taxes, excise taxes, business license taxes,
occupation taxes, real and personal property taxes, stamp taxes, environmental
taxes, real property gains taxes, transfer taxes, payroll and employee
withholding taxes, unemployment insurance contributions, social security taxes,
and other governmental charges, and other obligations of the same or of a
similar nature to any of the foregoing, which are required to be paid, withheld
or collected, or (ii) any liability for amounts referred to in (i) as a result
of any obligations to indemnify another person or as a result of being a member
of a consolidated, combined or unitary group.
2.	Sale and Purchase


	2.1  	Transfer of Assets.  Subject to the terms and
conditions of this Agreement, Seller shall sell, assign, grant, transfer, and
deliver (or cause to be sold, assigned, granted, transferred and delivered) to
Buyer, or to any Affiliate of Buyer designated by Buyer, and Buyer shall
purchase and accept from Seller as of the Closing Date, free and clear of all
Liens, all of the Seller's rights, title and interest in and to all of the
assets enumerated below as the same shall exist on the Closing Date (the
"Purchased Assets"): 

(a)	all tangible personal property and leases of and other
interests in tangible personal property used in connection with the IZ Business
as set forth on Schedule 2.1(a);
(b)	all rights under the contracts, agreements, leases and
other interests in personal property, licenses, commitments, sales and purchase
orders and other instruments, listed on Schedule 2.1(b) (collectively the
"Contracts");
(c)	all of the accounts receivable, notes receivable and
other receivables listed on Schedule 2.1(c);
(d)	all prepaid expenses relating to the operation of the
IZ Business including, but not limited to Taxes, leases and rentals, and Seller
will use its commercially reasonable best efforts to take all action necessary
with appropriate third parties to transfer such prepaid expenses to Buyer as of
the Closing Date;
(e)	all of Seller's rights, claims, credits, causes of
action or rights of set-off against third parties relating to the Purchased
Assets, including, without limitation, unliquidated rights under warranties;
(f)	all copyrights, copyright registrations, proprietary
processes, trade secrets, license rights, specifications, technical manuals and
data, drawings, inventions, designs, patents, patent applications, trade names,
trademarks, service marks, product information and data, know-how and
development work-in-progress, customer lists, software, business and marketing
plans and other intellectual or intangible property embodied in or pertaining to
the IZ Business, whether pending, applied for or issued, whether filed in the
United States or in other countries, including without limitation the items
listed in Schedule 2.1(f), together with all associated goodwill;
(g)	all things authored, discovered, developed, made,
perfected, improved, designed, engineered, acquired, produced, conceived or
first reduced to practice by Seller or any of its employees or agents that are
embodied in, derived from or otherwise directly related to the IZ Business, in
any stage of development, including, without limitation, modifications,
enhancements, designs, concepts, techniques, methods, ideas, flow charts, coding
sheets, notes and all other information relating to the IZ Business;
(h)	any and all design and code documentation,
methodologies, processes, trade secrets, copyrights, design information, product
information, technology, formulae, routines, engineering specifications,
technical manuals and data, drawings, inventions, know-how, techniques,
engineering work papers, and notes, development work-in-process, and other
proprietary information and materials of any kind relating to, used in, or
derived from the Purchased Assets (collectively with subsections (f) and (g),
the "Intellectual Property");
(i)	all permits, authorizations, consents and approvals of
any Governmental Entity affecting or relating in any way to the IZ Business,
including without limitation, the items listed on Schedule 2.1(i) (the
"Permits");
(j)	all books, records, files and papers, whether in hard
copy or electronic format, used in the IZ Business, including without
limitation, engineering information, sales and promotional literature, manuals
and data, sales and purchase correspondence, lists of present, former and
prospective suppliers or customers, personnel and employment records, and any
information relating to Taxes imposed on the IZ Business or Purchased
Assets;
(k)	all computer software programs, data and associated
licenses used in connection with the IZ Business;
(l)	all goodwill associated with the IZ Business or the
Purchased Assets, together with the right to represent to third parties that
Buyer is the successor to the IZ Business; and
(m)	all subscriber and customer lists associated with the
IZ Business or the Purchased Assets. 
2.2	Excluded Assets.  Buyer agrees that notwithstanding any
provision of Section 2.1 the assets of Seller listed on Schedule 2.2 (the
"Excluded Assets") shall be excluded from the Purchased
Assets.
2.3	Transfer of Liabilities. Subject to the terms and
conditions of this Agreement, Buyer or an Affiliate of Buyer designated by Buyer
agrees, effective as of the Closing Date, to assume the following liabilities
(the "Assumed Liabilities"):
(a)	the liabilities set forth on Schedule 2.3(a) to
the extent set forth thereon; and
(b)	the obligations of Seller arising under the Contracts,
other than any and all payment obligations arising or existing under the
Contracts prior to the Closing Date which are identified within 120 days
following the Closing Date.
2.4	Excluded Liabilities.  Except for those liabilities
expressly assumed by Buyer or any Affiliate designated by Buyer pursuant to
Section 2.3, Buyer shall not assume and shall not be liable for, and Seller
and its direct or indirect subsidiaries shall retain and remain solely liable
for and obligated to discharge, all of the debts, contracts, agreements,
commitments, obligations and other liabilities of any nature whatsoever of
Seller and its direct and indirect subsidiaries, whether known or unknown,
accrued or not accrued, fixed or contingent, including without limitation, the
following:
(a)	Any liability for breaches by Seller or any of its
respective direct or indirect subsidiaries on or prior to the Closing Date of
any contract or any other instrument, contract or purchase order, or any
liability for payments or amounts due under any Contract or any other
instrument, contract or purchase order on or prior to the Closing Date; 
(b)	Any liability or obligation for Taxes attributable to
or imposed upon Seller or any of its direct or indirect subsidiaries, or
attributable to or imposed upon the Purchased Assets for any period (or portion
thereof) through and including the Closing Date, including, without limitation,
any Taxes attributable to or arising from the transactions contemplated by this
Agreement;
(c)	Any liability or obligation for or in respect of any
loan, other indebtedness for money borrowed, or account payable of Seller or any
of its direct or indirect subsidiaries, including any such liabilities owed to
Affiliates of Seller;
(d)	Any liability or obligation arising as a result of any
legal or equitable action or judicial or administrative proceeding initiated at
any time, to the extent relating to any action or omission on or prior to the
Closing Date by or on behalf of Seller or any of its direct or indirect
subsidiaries, including, without limitation, any liability for infringement of
intellectual property rights, breach of product warranty, injury or death caused
by products, or violations of federal or state securities or other laws;
(e)	Any liability or obligation arising on or prior to the
Closing Date out of any "employee benefit plan," as such term is
defined by the Employee Retirement Income Security Act of 1974
("ERISA") or other employee benefit plans; 
(f)	Any liability or obligation for making payments of any
kind (including as a result of the sale of Purchased Assets or as a result of
the termination of employment by Seller of employees, or other claims arising
out of the terms and conditions of employment with Seller, or for vacation or
severance pay or otherwise) to employees of Seller or in respect of payroll
taxes for employees of Seller; 
(g)	Any liability of Seller incurred in connection with
the making or performance of this Agreement and the transactions contemplated
hereby;
(h)	Any liability of Seller arising out of the violation
of or failure to comply with any Environmental Laws applicable to any aspect of
the IZ Business; and
(i)	Any costs or expenses of Seller incurred in connection
with shutting down, deinstalling and removing equipment not purchased by Buyer,
and the costs associated with all contracts and agreements not assumed by
Buyer.
2.5	Consideration.  Subject to the performance by Seller of
all of its obligations under this Agreement (including delivering all documents
required to be delivered) at the Closing, in consideration of the acquisition of
the Purchased Assets under Section 2.1, Buyer agrees (i) to deliver to Seller a
non-interest bearing promissory note (the "Note") in the form
attached hereto as Exhibit A in the stated principal amount of
$2,250,000, subject to adjustment as provided in Section 2.6 (collectively with
the Warrant (as defined below, the "Consideration"); and (ii)
to assume the Assumed Liabilities, and Seller agrees to deliver to Buyer a
warrant to purchase 840,000 shares of PopMail common stock (the
"Warrant") in the form attached hereto as Exhibit B.

2.6	Adjustments to Consideration; Certain Third Party
Payments.
(a)	In the event that either (i) Buyer makes any
payment to any of the third parties listed on Schedule 2.6(a) due to Seller's
failure to pay amounts due or liabilities incurred under Contracts with these
third parties or (ii) Seller does not transfer all prepaid expenses
relating to the IZ Business to Buyer as of the Closing Date pursuant to
Section 2.1(d) hereof, then Seller shall promptly deliver to Buyer, either
in cash or written evidence acceptable to Buyer of Seller's partial forgiveness
of the Note, an amount equal to 175% of the Damages (as defined in Section 10.2)
attributable to such agreements and/or prepaid expenses, respectively (the
"Consideration Adjustment"). Damages shall include any amounts
paid by Buyer plus attorneys fees and expenses and other expenses and costs
incurred by Buyer that are reasonably related to paying these third parties the
amounts due them by Seller prior to Closing.  In the event Seller elects to pay
such Consideration Adjustment through partial forgiveness of the Note, Buyer and
Seller hereby agree to take all action necessary to amend the principal amount
due under the Note to reflect such Consideration Adjustment.  
(b)	In the event Buyer makes any payment in respect of any
Taxes described in Section 6.5 below as a result of Seller's failure to pay such
Taxes when due, Seller shall promptly deliver to Buyer written evidence
acceptable to Buyer of Seller's partial forgiveness of the Note in an amount
equal to the amount of Damages (defined in Section 10.2 below) Buyer incurs
in respect of such Taxes, and Buyer and Seller hereby agree to take all action
necessary to amend the principal amount due under the Note to reflect such
forgiveness.
(c)	In the event Seller fails to include the shares of
PopMail common stock purchased or purchasable by Buyer upon the exercise of the
Warrant in the first registration statement covering PopMail's stock filed by
the Company subsequent to November 30, 2000 under the Securities Act of 1933, as
amended (other than any registration statement on Form S-4, S-8 or any other
similarly inappropriate form, or any successor forms thereto, but including,
without limitation, the registration statement on Form S-3 that PopMail was
preparing as of November 30, 2000), Seller shall promptly deliver to Buyer
written evidence acceptable to Buyer of Seller's partial forgiveness of the Note
in an amount such that the Consideration (not taking into account any other
adjustments that may also be made pursuant to this Section 2.6) shall equal One
Million Five Hundred Thousand Dollars ($1,500,000.00), and Buyer and Seller
hereby agree to take all action necessary to amend the principal amount due
under the Note to reflect such forgiveness.
(d)	Seller agrees to remit to Buyer in cash within 10
business days after the Closing Date, the amount of Seller's deferred revenue
attributable to the IZ Business as of the Closing Date determined in accordance
with GAAP.
2.7	Allocation of Consideration.  The Consideration shall be
allocated among the Purchased Assets and other expenses as provided in
Exhibit C prepared by Buyer for purposes of complying with
the requirements of Section 1060 of the Code and the regulations thereunder.
Buyer and Seller agree to each prepare and file on a timely basis with the
Internal Revenue Service (and applicable state tax authorities) substantially
identical and supplemental Internal Revenue Service Forms 8594 (and
corresponding state tax forms) consistent with Buyer's reasonable and lawful
allocation of the Consideration and which gives effect to any Consideration
Adjustment or the actual dates on which payment is made under the Note.  If any
Tax authority challenges such allocation, the party receiving notice of such
challenge shall give the other prompt written notice thereof and the parties
shall cooperate in order to preserve the effectiveness of such allocation.
3.	Closing

3.1  	Closing.  Subject to the terms and conditions
of this Agreement, the Closing shall take place on such date, as soon as
practicable after all conditions precedent in Sections 8 and 9 have been
satisfied or waived, as the parties may agree, but in any case, no later than
December 8, 2000 (the "Closing Date").
3.2  	Actions at the Closing.  At the Closing, Seller shall
deliver the Purchased Assets to Buyer, Buyer shall deliver the Consideration to
Seller, and Buyer and Seller shall take such actions and execute and deliver
such agreements, bills of sale, and other instruments and documents as necessary
or appropriate to effect the transactions contemplated by this Agreement in
accordance with its terms, including without limitation the following:
(a)	Bill of Sale; Assignment and Assumption
Agreement.  Seller shall deliver to Buyer a general Bill of Sale
substantially in the form attached as Exhibit D and with respect
to each Contract, or item of Intellectual Property, an Assignment and Assumption
Agreement substantially in the form attached as Exhibit E (the
"Transfer Documents") in each case duly executed by Seller, and
in the aggregate assigning to Buyer all of Seller's right, title and interest in
and to the Purchased Assets.  Buyer may designate one or more of its Affiliates
as the recipient of certain of the Purchased Assets, and as the party to assume
certain of the Assumed Liabilities, in which case Seller shall transfer such
Purchased Assets and Assumed Liabilities to Buyer or the Affiliate(s) designated
by Buyer pursuant to such Transfer Documents.  
(b)	Consideration.  Buyer shall deliver the
Consideration to Seller.
(c)	Title.  Seller shall provide reasonable
evidence of valid title to such of the Purchased Assets as Buyer may reasonably
request in writing prior to the Closing, in form and substance reasonably
satisfactory to Buyer.
(d)	Third Party Consents and Assignments.
Seller shall deliver to Buyer any assignments, and any required consents to
assignment, that it has obtained in respect of the Contracts, duly executed by
parties having the authority to so assign or consent to assign, in form and
substance as Buyer shall reasonably request, as well as a written confirmation
from such third parties that the Contracts are in good standing.
(e)	Seller Documents.  At the Closing,
Seller shall deliver to Buyer any and all documents required to satisfy the
conditions set forth in Section 9 of this Agreement and any other closing
documents reasonably requested by Buyer.
(f)	Buyer Documents.  At the Closing, Buyer
shall deliver to Seller any and all documents required to satisfy the conditions
set forth in Section 8 of this Agreement and any other closing documents
reasonably requested by Seller.
(g)	Post-Closing Actions.  Subsequent to the
Closing Date, Seller shall, and shall cause any Affiliate of Seller to, from
time to time execute and deliver, upon the request of Buyer, all such other and
further materials and documents and instruments of conveyance, transfer or
assignment as may reasonably be requested by Buyer to effect, record or verify
the transfer to and vesting in Buyer of Seller's and any of Seller's Affiliates'
right, title and interest in and to the Purchased Assets, free and clear of all
Liens in accordance with the terms of this Agreement.
4.	Representations and Warranties of
Seller.
Each representation and warranty set forth below is qualified by any
exception or disclosures set forth in the Seller Disclosure Schedule attached
hereto, which exceptions specifically reference the Section(s) to be qualified.
In all other respects, each representation and warranty set out in this Section
4 is not qualified in any way whatsoever, will not merge on Closing or by reason
of the execution and delivery of any agreement, document or instrument at the
Closing, will remain in force on and after the Closing Date, is given with the
intention that liability is not confined to breaches discovered before Closing,
is separate and independent and is not limited by reference to any other
representation or warranty or any other provision of this Agreement, and is made
and given with the intention of inducing the Buyer to enter into this Agreement.
Seller represents and warrants to Buyer as follows:
4.1	Organization, Standing and Power.  Seller is a
corporation duly organized, validly existing and in good standing under the laws
of its jurisdiction of organization. Seller has the requisite corporate power
and authority and all necessary permits, authorizations, consents, and approvals
of all Governmental Entities to own, lease and operate its properties and to
carry on the IZ Business as now being conducted and as proposed to be conducted,
except where the failure to have such power, authority and governmental
approvals would not, individually or in the aggregate, have a Material Adverse
Effect on the IZ Business. Seller is duly qualified or licensed as a foreign
corporation to do business, and is in good standing, in each jurisdiction where
the character of the properties owned, leased or operated by it or the nature of
its business makes such qualification or licensing necessary, except for
failures to be so qualified or licensed and in good standing that would not,
individually or in the aggregate, have a Material Adverse Effect on the IZ
Business.
4.2	Authority.  The execution and delivery of this Agreement
(and all other agreements and instruments contemplated under this Agreement) by
Seller, the performance by Seller of its obligations hereunder and thereunder,
and the consummation by Seller of the transactions contemplated hereby and
thereby have been duly authorized by all necessary action by the Board of
Directors and shareholders of Seller, and no other act or proceeding on the part
of or on behalf of Seller or its shareholders is necessary to approve the
execution and delivery of this Agreement and such other agreements and
instruments, the performance by Seller of its obligations hereunder and
thereunder and the consummation of the transactions contemplated hereby and
thereby.  The signatory officers of Seller have the power and authority to
execute and deliver this Agreement and all of the other agreements and
instruments to be executed and delivered by Seller pursuant hereto, to
consummate the transactions hereby and thereby contemplated and to take all
other actions required to be taken by Seller pursuant to the provisions hereof
and thereof.
4.3	Execution and Binding Effect.  This Agreement has been
duly and validly executed and delivered by Seller and constitutes, and the other
agreements and instruments to be executed and delivered by Seller pursuant
hereto, upon their execution and delivery by Seller, will constitute (assuming,
in each case, the due and valid authorization, execution and delivery thereof by
Buyer), legal, valid and binding agreements of Seller, enforceable against
Seller in accordance with their respective terms.
4.4	Consents and Approvals of Governmental Entities. Other
than the Governmental Authorizations, there is no requirement applicable to
Seller to make any filing, declaration or registration with, or to obtain any
permit, authorization, consent or approval of, any Governmental Entity as a
condition to the lawful consummation by Seller of the transactions contemplated
by this Agreement and the other agreements and instruments to be executed and
delivered by Seller pursuant hereto or the consummation by Seller of the
transactions contemplated herein or therein.
4.5	No Violation.  Neither the execution, delivery and
performance of this Agreement and all of the other agreements and instruments to
be executed and delivered pursuant hereto, nor the consummation of the
transactions contemplated hereby or thereby, will, with or without the passage
of time or the delivery of notice or both, (a) conflict with, violate or
result in any breach of the terms, conditions or provisions of the Articles of
Incorporation or Bylaws of Seller, (b) conflict with or result in a
violation or breach of, or constitute a default or require consent of any Person
(or give rise to any right of termination, cancellation or acceleration) under,
any of the terms, conditions or provisions of any contract, notice, bond,
mortgage, indenture, license, franchise, permit, agreement, lease or other
instrument or obligation to which Seller is a party or by which Seller or any of
the Purchased Assets may be bound, (c) violate any statute, ordinance or
law or any rule, regulation, order, writ, injunction or decree of any
Governmental Entity applicable to Seller or by which any properties or assets of
Seller may be bound, or (d) result in any cancellation of, or obligation to
repay, any grant, loan or other financial assistance received by Seller from any
Governmental Entity.  No "bulk sales" legislation applies to the
transactions contemplated by this Agreement.
4.6	Consents.  Schedule 4.6 sets forth each
agreement, contract or other instrument binding upon Seller requiring a consent
as a result of the execution, delivery and performance of this Agreement or the
consummation of the transactions contemplated hereby, except such consents as
would not, individually or in the aggregate, have a Material Adverse Effect if
not received by the Closing Date (each a "Required
Consent").
4.7	Financial Statements.  The Seller has made available to
Buyer the audited consolidated financial statements of PopMail (including
balance sheet, income statement and statement of cash flows) as of January 2,
2000, for the fiscal year then ended together with the consolidated financial
statements of PopMail contained in PopMail's Quarterly Reports on Form 10-Q for
fiscal year 2001 filed with the Securities and Exchange Commission
(collectively, the "Financial Statements").  The Financial
Statements have been prepared in accordance with generally accepted accounting
principles applied on a consistent basis throughout the periods indicated.  The
Financial Statements fairly present the financial condition and operating
results of the Seller as of the dates, and for the periods, indicated therein,
subject, in the case of interim financial statements, to normal year-end audit
adjustments. Except as set forth in the Financial Statements, the Seller has no
material liabilities, contingent or otherwise, other than (i) liabilities
incurred in the ordinary course of business subsequent to October 1, 2000
and (ii) obligations under contracts and commitments incurred in the
ordinary course of business and not required under generally accepted accounting
principles to be reflected in the Financial Statements, which, in both cases,
individually or in the aggregate are not material to the financial condition or
operating results of the Seller.

4.8	Absence of Certain Changes.  Since November 1, 2000
Seller has conducted the IZ Business in the ordinary course consistent with past
practice and Seller:  

(a)	has not created, incurred or assumed (i) any
borrowings under capital leases, or (ii) any obligation which in any
material way affect the IZ Business, the Purchased Assets or Buyer's ability to
conduct the IZ Business in substantially the same manner and condition as
conducted by Seller on the date of this Agreement;
(b)	has not changed in any manner the compensation of, or
agreed to provide additional benefits to, or enter into any employment agreement
with, any Employee (as defined in Section 7.1);
(c)	has maintained insurance coverage in amounts adequate
to cover the reasonably anticipated risks of the business conducted with the
Purchased Assets;
(d)	has not acquired or agreed to acquire by merging or
consolidating with, or by purchasing any assets or equity securities of, or by
any other manner, any business or any corporation, partnership, association or
other business organization or division thereof, or otherwise acquire or agree
to acquire any assets which are material, individually or in the aggregate, to
the IZ Business;
(e)	has not sold, disposed of or encumbered any of the
Purchased Assets or licensed any Purchased Assets to any Person except for the
sale of Inventory in the normal course of business consistent with past
practice;
(f)	has not engaged in any special promotion, which
promotes the sale of Inventory with highly discounted terms;
(g) 	has not entered into any agreements or commitments
relating to the business conducted with the Purchased Assets, except on
commercially reasonable terms in the ordinary course of business;
(h)	has complied in all material respects with all laws
and regulations applicable to the IZ Business;
(i)	has not entered into any agreement with any third
party for the distribution of any of the Purchased Assets;
(j)	has not changed or announced any change to the
products or services sold by the IZ Business except with Buyer's written consent
or at Buyer's request;
(k)	has not violated, amended or otherwise change in any
way the terms of any of the Contracts;
(l)	has not commenced a lawsuit related to or involving
the Purchased Assets other than (i) for the routine collection of bills; or (ii)
for a breach of this Agreement;
(m)	has not assigned, sold or otherwise conveyed to any
third party, any of its accounts receivable prior to the Closing Date; or
(n)	made any agreement to do any of the foregoing.
4.9  	Assets Generally.
(a)	The Purchased Assets include all properties, tangible
and intangible, and only such properties, currently used by Seller in operating
the IZ Business and necessary for Buyer to operate the IZ Business after the
Closing Date in a manner substantially equivalent to the manner in which Seller
has operated the IZ Business  prior to and through the Closing Date. Other than
the Required Consents and the Governmental Approvals, no licenses or other
consents from, or payments to, any other Person are or will be necessary for
Buyer to operate the IZ Business and use the Purchased Assets in the manner in
which Seller has operated the same.
(b)	Seller holds good and marketable title, license to or
leasehold interest in  all of the Purchased Assets and has the complete and
unrestricted power and the unqualified right to sell, assign and deliver the
Purchased Assets to Buyer.  Upon consummation of the transactions contemplated
by this Agreement, Buyer will acquire good and marketable title, license or
leasehold interest to the Purchased Assets free and clear of any Liens and there
exists no restriction on the use or transfer of the Purchased Assets, except as
may be assumed hereunder by Buyer as an Assumed Liability.  No Person other than
Seller has any right or interest in the Purchased Assets, including the right to
grant interests in the Purchased Assets to third parties, except for Purchased
Assets licensed or leased from third parties which are set forth in the Seller
Disclosure Schedule and identified as such.
(c)	Except as provided in this Agreement, no restrictions
will exist on Buyer's right to sell, resell, license or sublicense any of the
Purchased Assets or engage in the IZ Business, nor will any such restrictions be
imposed on Buyer as a consequence of the transactions contemplated by this
Agreement or by any agreement referenced in this Agreement.
(d)	All of the Purchased Assets are in good operating
condition and repair, as required for their use in the IZ Business as presently
conducted, and conform to all applicable laws, and no notice of any violation of
any law relating to any of the Purchased Assets or Assumed Liabilities has been
received by Seller.
4.10	Intellectual Property.
(a)	The execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated hereby
(including without limitation the continued conduct by Buyer after the Closing
Date of the IZ Business as presently conducted by Seller and the incorporation
of any Intellectual Property in any product of Buyer or an affiliate of Buyer)
will not breach, violate or conflict with any instrument or agreement governing
any Intellectual Property necessary or required for, or used in, the conduct of
the IZ Business as presently conducted and will not cause the forfeiture or
termination or give rise to a right of forfeiture or termination of any such
Intellectual Property or in any material way impair the right of Buyer or any of
its Affiliates to use, sell, license or dispose of, or to bring any action for
the infringement of, any such Intellectual Property or portion thereof;
(b)	Neither the development, manufacture, marketing,
license, sale or use of any product or Intellectual Property currently licensed,
used or sold by Seller or currently under development violates or will violate
any license or agreement to which Seller is a party or infringes or will
infringe any copyright, patent, trademark, service mark, trade secret or other
intellectual property or other proprietary right of any other party.  All
registered trademarks, service marks, patents and copyrights held by Seller are
valid and subsisting.  There is no pending or threatened claim or litigation
contesting the validity, ownership or right to use, sell, license or dispose of
any of the Purchased Assets (including without limitation the Intellectual
Property) necessary or required for, or used in, the conduct of the business of
Seller as presently conducted nor is there any basis for any such claim, nor has
Seller received any notice asserting that any such Purchased Asset (including
without limitation the Intellectual Property) or the proposed use, sale, license
or disposition thereof conflicts or will conflict with the rights of any other
party, nor is there any basis for any such assertion.  To the best of Seller's
knowledge, there is no unauthorized use, infringement or misappropriation on the
part of any third party of the Purchased Assets (including without limitation
the Intellectual Property); and
(c)	Seller has taken reasonable steps (including, without
limitation, entering into confidentiality and non-disclosure agreements with all
officers and employees of and consultants to Seller with access to or knowledge
of the Purchased Assets (including without limitation the Intellectual
Property)) to maintain the secrecy and confidentiality of, and its proprietary
rights in, the Purchased Assets (including without limitation the Intellectual
Property) necessary or required for, or used in, the conduct of the business of
Seller as presently conducted.  The Seller Disclosure Schedule contains a
complete and accurate list of all applications, filings and other formal actions
made or taken pursuant to federal, state, local and foreign laws by Seller to
perfect or protect its interest in the Purchased Assets, including, without
limitation, all patents, patent applications, trademarks, trademark
applications, service marks and copyright or mask work registrations.
(d)	All fees to maintain Seller's rights in the
Intellectual Property, including, without limitation, patent and trademark
registration and prosecution fees and all professional fees in connection
therewith pertaining to the Intellectual Property due and payable on or before
the Closing Date, have been paid by Seller or will be paid by Seller within a
reasonable period after the Closing.
4.11	Supply Agreements.  
(a)	The only obligations of Seller to deliver or supply
products or services are identified in Schedule 2.1(b) as Co-publishing
or Content Agreements (such agreements, as supplemented below, are referred to
collectively as the "Supply Agreements").  Seller has provided
a true and complete copy of all Supply Agreements to Buyer.  All such Supply
Agreements are in full force and effect and are valid and effective in
accordance with their respective terms against Seller, as the case may be, and
against the other party thereto.  Seller holds right, title and interest under
the terms of each Supply Agreement free of all Liens.  Seller is not in default
under any such Supply Agreements (or has caused an event which with notice or
lapse of time, or both, would constitute a default), nor, to the best of
Seller's knowledge, is the other party thereto in default (or has caused an
event which with notice or lapse of time, or both, would constitute a default)
under any such Supply Agreements.
(b)	Seller has not entered into any agreement under which
Seller is restricted from selling, licensing or otherwise distributing any
products or services to any class of customers, in any geographic area, during
any period of time or in any segment of the market.
(c)	After the Closing, Buyer will not be prevented by any
act of Seller from changing prices charged to existing or future customers of
any products or services.
(d)	Seller has not granted any third party the right to
supply any products or services of the IZ Business to any other third party.  No
agreement for supply of the products or services by Seller obligates Seller, and
no agreement would obligate Buyer after the Closing Date, to provide any change
in specification of such products or services or to provide new products or
services.  No agreement pursuant to which Seller has licensed the use of any
products to any third party obligates Seller to provide any change in
specification in the performance of such products or to provide new products or
services.
4.12	Warranties and Indemnities.  The Seller Disclosure
Schedule sets forth a summary of all warranties and indemnities, express or
implied, relating to products sold or services rendered by Seller, and no
warranty or indemnity has been given by Seller which is not listed on the Seller
Disclosure Schedule or which differs therefrom in any respect.  Seller is in
compliance with all warranties described in the Seller Disclosure Schedule.  The
Seller Disclosure Schedule also indicates all warranty and indemnity claims
currently pending against Seller.
4.13	Accounts Receivable.  All accounts receivable, notes
receivable and other receivables included in the Purchased Assets are valid,
genuine and fully collectible in the aggregate amount thereof, net of Seller's
allowances for doubtful accounts attributable to the IZ Business determined in
accordance with GAAP.
4.14	Licenses and Permits. Seller holds all consents,
approvals, registrations, certifications, authorizations, permits and licenses
of, and has made all filings with, or notifications to, all Governmental
Entities pursuant to applicable requirements of all federal, state, local and
foreign laws, ordinances, governmental rules or regulations applicable to the
business, including, but not limited to, all such laws, ordinances, governmental
rules or regulations relating to registration of the products of the IZ Business
(at their current level of development and use) and certification of the
facilities of the IZ Business, except where the failure to hold any such
consent, approval, registration, certification, authorization, permit or license
of, or make any filing with, or notification to, any Governmental Entity would
not have a Material Adverse Effect on the IZ Business.  The IZ Business is in
compliance with all federal, state, local and foreign laws, ordinances,
governmental rules and regulations relating to the products manufactured by the
IZ Business or otherwise related to the IZ Business, except where the failure to
comply with any such federal, state, local or foreign law, ordinance,
governmental rule or regulation would not have a Material Adverse Effect on the
IZ business, and Seller has no reason to believe that any consents, approvals,
authorizations, registrations, certifications, permits, filings or notifications
that it has received or made to operate the IZ Business are invalid or have been
or are being suspended, canceled, revoked or questioned.  There is no
investigation or inquiry to which Seller is a party or, to Seller's knowledge,
pending or threatened, relating to the IZ Business and its compliance with
applicable foreign, state, local or foreign laws, ordinances, governmental rules
or regulations.  Each such consent, approval, registration, certification,
authorization, permit or license is transferable and shall be transferred to
Buyer in accordance with the terms of this Agreement.
4.15	Employees.
(a)	Schedule 4.15 sets forth the names and job
titles of all of the Employees.  All employees, consultants, officers, directors
and shareholders of Seller or any Seller subsidiary that have had access to the
Purchased Assets are parties to a written agreement (a "Confidentiality
Agreement"), under which each such person or entity (i) is
obligated to disclose and transfer to Seller, without the receipt by such person
of any additional value therefor (other than normal salary or fees for
consulting services), all inventions, developments and discoveries which, during
the period of employment with or performance of services for Seller, he or she
makes or conceives of either solely or jointly with others, that relate to any
subject matter with which his or her work for Seller may be concerned, or relate
to or are connected with the IZ Business, products or projects of Seller, or
involve the use of the time, material or facilities of Seller, and (ii) is
obligated to maintain the confidentiality of proprietary information of Seller.
None of Seller's employees, consultants, officers or directors is obligated
under any contract (including licenses, covenants or commitments of any nature)
or other agreement, or to the best of Seller's knowledge subject to any
judgment, decree or order of any court or administrative agency, that would
conflict with their obligation to promote the interests of Seller with regard to
the IZ Business or the Purchased Assets or that would conflict with the IZ
Business or the Purchased Assets.  Neither the carrying on of the IZ Business by
its employees and consultants, nor to the best of Seller's knowledge the
execution or the delivery of this Agreement, will conflict with or result in a
breach of the terms, conditions or provisions of, or constitute a default under,
any contract, covenant or instrument under which any of such persons or entities
are now obligated.  It is currently not necessary nor will it be necessary for
Seller to utilize in the IZ Business any inventions of any of such persons or
entities (or people it currently intends to hire) made or owned prior to their
employment by or affiliation with Seller, nor is it or will it be necessary to
utilize any other assets or rights of any such persons or entities (or people it
currently intends to hire) made or owned prior to their employment with or
engagement by Seller, in violation of any registered patents, trade names,
trademarks or copyrights or any other limitations or restrictions to which any
such persons or entity is a party or to which any of such assets or rights may
be subject.  To the Seller's knowledge, none of Seller's employees, consultants,
officers, directors or shareholders that has had knowledge or access to
information relating to the Purchased Assets has taken, removed or made use of
any proprietary documentation, manuals, products, materials, or any other
tangible item from his or her previous employer relating to the Purchased Assets
by such previous employer which has resulted in Seller's access to or use of
such proprietary items included in the Purchased Assets, and Seller will not
gain access to or make use of any such proprietary items in the IZ Business,
except to the extent that any such activities would not have a material adverse
effect on the Purchased Assets or the IZ Business.
(b)	Except for the Confidentiality Agreement, there are no
written or oral contracts of employment between Seller and any Employee.
(c)	Seller is not a party to any collective bargaining
agreement covering any employee and Seller knows of no effort to organize any of
its employees as a part of any collective bargaining unit.  Seller's employees
are not members of a trade union certified as a bargaining agent with the Seller
and, to the best of Seller's knowledge, no proceedings to implement any such
certifications are pending.
4.16	Employee Benefit and Compensation Plans.  Buyer will
incur no liability with respect to, or on account of, and Seller will retain any
liability for, and on account of, any employee benefit plan of Seller, any of
its Affiliates or any predecessor employer of any employee, including, but not
limited to, liabilities Seller may have to such employees under all employee
benefit schemes, incentive compensation plans, bonus plans, pension and
retirement plans, profit-sharing plans (including any profit-sharing plan with a
cash-or-deferred arrangement) share purchase and option plans, savings and
similar plans, medical, dental, travel, accident, life, disability and other
insurance and other plans or arrangements, whether written or oral and whether
"qualified" or "non-qualified," or to any employee as a
result of termination of employment by Seller as contemplated by this Agreement
(including any liabilities under the Consolidated Omnibus Budget Reconciliation
Act ("COBRA")).  Seller has not, with respect to any employee,
maintained or contributed to, or been obligated or required to contribute to,
any retirement or pension plan or any employee benefit plan.  The Seller has
complied with all of its obligations (including obligations to make
contributions) in respect of the retirement or pension funds of which its
employees are beneficiaries, there is no outstanding liability of the Seller or
any of its Affiliates to any such funds and all such funds are fully funded to
meet all potential claims for benefits by any and all such employees and any
former employee.  
	4.17	Taxes.  All Taxes have been or will be paid by
Seller which are due or properly accrued with respect to all periods (or
portions thereof) prior to and including the Closing Date, and at the request of
Buyer, Seller shall provide Buyer with proof of such payment.  Seller and any
other person required to file returns or reports of Taxes have duly and timely
filed (or will file prior to the Closing Date) all returns and reports of Taxes
required to be filed prior to such date, and all such returns and reports are
true, correct, and complete.  There are no liens for Taxes on any of the
Purchased Assets.  Seller has complied with all record keeping and tax reporting
obligations relating to income and employment taxes due with respect to
compensation paid to employees or independent contractors providing services to
the IZ Business.  Seller is not a "foreign person" within the meaning
of Section 1445(f)(3) of the Code.  There are no pending or, to Seller's
knowledge, threatened proceedings with respect to Taxes, and there are no
outstanding waivers or extensions of statutes of limitations with respect to
assessments of  Taxes.  No agreement or arrangement regarding compensation of
any employee providing services to the IZ Business provides for any payments
which could result in a nondeductible expense to the Buyer pursuant to
Section 280G of the Code or an excise tax to the recipient of such payment
pursuant to Section 4999 of the Code.

 4.18	Compliance with Law.  The operation of the IZ Business
has been conducted in all material respects in accordance with all applicable
laws, regulations and other requirements of Governmental Entities having
jurisdiction over the same.
4.19	Material Contracts.
(a)	Schedule 2.1(b) contains a list of all Contracts which
are material to the Business.
(b)	Except as would not, individually or in the aggregate,
have a Material Adverse Effect on the IZ Business, each Contract is a legal,
valid and binding agreement, and none of the Contracts is in default by its
terms or has been canceled by the other party; Seller is not in receipt of any
claim of default under any such Contract; and Seller does not anticipate any
termination or change to, or receipt of a proposal with respect to, any such
Contract as a result of the transactions contemplated hereby.  Seller has
furnished Buyer with true and complete copies of all such Contracts together
with all amendments, waivers or other changes thereto.  
4.20	Litigation; Other Claims.
(a)	There are no claims, actions, suits, inquiries,
proceedings, or investigations against Seller, or any of its officers, directors
or shareholders, relating to the IZ Business, the Purchased Assets or Seller's
employees which are currently pending or, to the best of Seller's knowledge,
threatened, at law or in equity or before or by any Governmental Entity, or
which challenges or seeks to prevent, enjoin, alter or materially delay any of
the transactions contemplated hereby, nor is Seller aware of any basis for such
claims, actions, suits, inquiries, proceedings, or investigations; and no
Governmental Entity has at any time challenged or questioned the legal right of
Seller to manufacture, offer or sell any of its products or services in the
present manner or style thereof.
(b)	There are no grievance or arbitration proceedings
pending or threatened, and there are no actual or threatened strikes or work
stoppages with respect to the IZ Business, the Purchased Assets or Seller's
employees, nor is Seller aware of any basis for such proceedings or events.
4.21	Defaults.  Seller is not in default under or with
respect to any judgment, order, writ, injunction or decree of any court or any
Governmental Entity which could reasonably be expected to have a Material
Adverse Effect on the IZ Business or any of the Purchased Assets.  There does
not exist any default by Seller or by any other Person, or event that, with
notice or lapse of time, or both, would constitute a default under any agreement
entered into by Seller as part of the operations of the IZ Business which could
reasonably be expected to have a Material Adverse Effect on the IZ Business or
the Purchased Assets, and no notices of breach thereof have been received by
Seller.
4.22	Schedules.  The schedules describing the Purchased
Assets are complete and accurate and describe the assets in the possession of,
or used by Seller in connection with the IZ Business.  The property listed in
such Schedules constitutes all of the tangible and intangible property necessary
for the conduct by Seller of the IZ Business.
4.23	Full Disclosure.  Seller is not aware of any facts
pertaining to the Purchased Assets which affect the IZ Business or the Purchased
Assets in a materially adverse manner or which will in the future affect the IZ
Business or the Purchased Assets in a materially adverse manner.  Neither this
Agreement nor any other agreement, exhibit, schedule or officer's certificate
being entered into or delivered pursuant to this Agreement contains any untrue
statement of a material fact or omits to state any material fact necessary in
order to make the statements contained in such document not misleading.
4.24	Brokers and Finders.  Neither Seller nor any of its
officers, directors or employees has employed any broker or finder or incurred
any liability for any brokerage fee, commission or finder's fee in connection
with the transactions contemplated by this Agreement.
4.25	Fair Consideration; No Fraudulent Conveyance.  The sale
of the Purchased Assets pursuant to this Agreement is made in exchange for fair
and equivalent consideration.  Seller is not now insolvent and will not be
rendered insolvent by the sale, transfer and assignment of the Purchased Assets
pursuant to the terms of this Agreement.  Seller is not entering into this
Agreement or any of the other agreements referenced in this Agreement with the
intent to defraud, delay or hinder its creditors and the consummation of the
transactions contemplated by this Agreement, and the other agreements referenced
in this Agreement, will not have any such effect.  The transactions contemplated
in this Agreement or any agreements referenced in this Agreement will not
constitute a fraudulent conveyance, or otherwise give rise to any right of any
creditor of Seller to any of the Purchased Assets after the Closing.
4.26	Insurance.  The Seller Disclosure Schedule lists all
insurance policies and fidelity bonds covering the Purchased Assets.  There is
no claim by Seller pending under any of such policies or bonds as to which
coverage has been questioned, denied or disputed by the underwriters of such
policies and bonds.  All premiums due and payable under all such policies and
bonds have been paid and Seller is otherwise in material compliance with the
terms of such policies and bonds (or other policies and bonds providing
substantially similar insurance coverage).  There is no threatened termination
of, or material premium increase with respect to, any of such policies.
5.	Representations and Warranties of Buyer

	Buyer represents and warrants to Seller as follows:

5.1	Organization.  Buyer is a corporation duly formed and
validly existing under the laws of Delaware and has full corporate power and
authority and the legal right to execute and deliver this Agreement and all of
the other agreements and instruments to be executed and delivered by Buyer
pursuant hereto, and to consummate the transactions contemplated hereby and
thereby.
5.2	Authority.  The execution and delivery of this Agreement
(and all other agreements and instruments contemplated hereunder) by Buyer, the
performance by Buyer of its obligations hereunder and thereunder, and the
consummation by Buyer of the transactions contemplated hereby and thereby have
been duly authorized by all necessary action by the Board of Directors of Buyer,
and no other act or proceeding on the part of Buyer or its shareholders is
necessary to approve the execution and delivery of this Agreement and such other
agreements and instruments, the performance by Buyer of its obligations
hereunder and thereunder and the consummation of the transactions contemplated
hereby and thereby.  The signatory officers of Buyer have the power and
authority to execute and deliver this Agreement and all of the other agreements
and instruments to be executed and delivered by Buyer pursuant hereto, to
consummate the transactions hereby and thereby contemplated and to take all
other actions required to be taken by Buyer pursuant to the provisions hereof
and thereof.
5.3	Execution and Binding Effect.  This Agreement and the
Note have been duly and validly executed and delivered by Buyer and constitutes,
and the other agreements and instruments to be executed and delivered by Buyer
pursuant hereto, upon their execution and delivery by Buyer, will constitute
(assuming, in each case, the due and valid authorization, execution and delivery
thereof by Seller), legal, valid and binding agreements of Buyer, enforceable
against Buyer in accordance with their respective terms, except as
enforceability may be limited by bankruptcy, insolvency, moratorium, or other
laws affecting the enforcement of creditors' rights generally or provisions
limiting competition, and by equitable principles.
5.4	Consent and Approvals.  There is no requirement
applicable to Buyer to make any filing, declaration or registration with, or to
obtain any permit, authorization, consent or approval of, any Governmental
Entity as a condition to the lawful consummation by Buyer of the transactions
contemplated by this Agreement and the other agreements and instruments to be
executed and delivered by Buyer pursuant hereto, except for filings (a) which
are referred to in the Seller Disclosure Schedule or (b) the failure of making
which would not have a Material Adverse Effect on the transactions contemplated
hereby.
5.5	No Violation.  Neither the execution, delivery and
performance of this Agreement and of all the other agreements and instruments to
be executed and delivered pursuant hereto, nor the consummation of the
transactions contemplated hereby or thereby, will, with or without the passage
of time or the delivery of notice or both, (a) conflict with, violate or
result in any breach of the terms, conditions or provisions of the Certificate
of Incorporation or Bylaws of Buyer, (b) conflict with or result in a
violation or breach of, or constitute a default or require consent of any Person
(or give rise to any right of termination, cancellation or acceleration) under,
any of the terms, conditions or provisions of any notice, bond, mortgage,
indenture, license, franchise, permit, agreement, lease or other instrument or
obligation to which Buyer is a party or by which Buyer or any of its properties
or assets may be bound, or (c) violate any statute, ordinance or law or any
rule, regulation, order, writ, injunction or decree of any Governmental Entity
applicable to Buyer or by which any of its properties or assets may be
bound.
6.	Covenants.
6.1	Access to Information.
(a)	Prior and subsequent to the Closing, Seller will
permit Buyer to make a full and complete investigation of the Purchased Assets
and to receive from Seller all information of Seller relating to the Purchased
Assets or reasonably related to Seller's conduct of the IZ Business.  Without
limiting this right, Seller will give to Buyer and its accountants, legal
counsel, and other representatives full access, during normal business hours, at
a mutually agreeable location arranged in advance, to all of the books, records,
files, documents, properties, and contracts of Seller relating to the Purchased
Assets or reasonably related to Seller's conduct of the IZ Business and allow
Buyer and any such representatives to make copies thereof, all of which shall be
made available in an organized fashion and so as to facilitate an orderly
review.  This Section 6.1 shall not affect or be deemed to modify any
representation or warranty contained herein or the conditions to the obligations
of the parties to consummate the transactions contemplated by this Agreement.
Seller shall maintain and make available the information and records specified
in this Section 6.1(a) in the ordinary course of Seller's business and document
retention policies, as if the transactions contemplated by this Agreement had
not occurred.
(b)	At all times following the Closing, each party shall
provide the other party (at such other party's expense) with such reasonable
assistance, including the provision of available relevant records or other
information and reasonable access to and cooperation of any employees, as may be
reasonably requested by either of them in connection with the preparation of any
financial statement or tax return, any audit or examination by any taxing
authority, or any judicial or administrative proceeding relating to liability
for Taxes.
6.2	Third Party Consents.  Seller and Buyer shall use
commercially reasonable efforts to obtain, within the applicable time periods
required, all Required Consents, waivers, permits, consents and approvals and to
effect all registrations, filings and notices with or to third parties or
Governmental Entities which are necessary to consummate the transactions
contemplated by this Agreement so as to preserve all rights of, and benefits to,
the Buyer in the Purchased Assets.  Nothing in this Agreement shall be construed
as an assignment of, or an attempt to assign to Buyer, any contract (or rights
therein) or Governmental Entity authorization which, as a matter of law or by
its terms, is (i) not assignable, or (ii) not assignable without the
approval or consent of the issuer thereof or the other party or parties thereto,
without first obtaining such approval or consent (collectively, "Non-
Assignable Rights").  In connection with such Non-Assignable Rights, and
without prejudice to the rights of Buyer elsewhere in this Agreement, Seller
shall, at the request of Buyer:
(a)	apply for and use all reasonable efforts to obtain all
consents or approvals contemplated by the Purchased Assets (or rights therein)
or Governmental Entity authorization, in a form satisfactory to Buyer acting
reasonably;
(b)	co-operate with Buyer in any reasonable and lawful
arrangements designed to provide the benefits of such Non-Assignable Rights to
Buyer, including holding any such Non-Assignable Rights in trust for Buyer or
acting as agent for Buyer;
(c)	enforce any rights of Seller arising from such Non-
Assignable Rights against the issuer thereof or the other party or parties
thereto;
(d)	take all such actions and do, or cause to be done, all
such things at the request of Buyer as shall reasonably be necessary and proper
in order that the value of any Non-Assignable Rights shall be preserved and
shall enure to the benefit of Buyer; and
(e)	pay over to Buyer, all monies collected by or paid to
Seller in respect of such Non-Assignable Rights. 
If Seller is unable to lawfully provide the benefit of any Non-Assignable
Right to Buyer, it shall not, at any time, use such Non-Assignable Right for its
own purposes or assign or provide the benefit of such Non-Assignable Right to
any other party. 
6.3	Certain Notifications.  At all times prior to the
Closing, Seller and Buyer shall promptly notify the other party in writing of
the occurrence of any event which will result, or has a reasonable prospect of
resulting, in the failure to satisfy any of the conditions specified in Section
8 or Section 9 of this Agreement.
6.4	Best Efforts.  The Seller shall use its commercially
reasonable best efforts (i) to cause to be fulfilled and satisfied all of
the conditions to the Closing set forth in Section 8 below, (ii) to cause
to be performed all of the matters required of it at the Closing and
(iii) to cause the Contracts to be assigned to Buyer.
6.5	Tax Returns.  Seller shall, to the extent that failure
to do so could adversely affect Buyer, the IZ Business or the Purchased Assets
following Closing, (a) continue to file in a timely manner all returns and
reports relating to Taxes, and such returns and reports shall be true, correct
and complete and shall be subject to the review and consent of Buyer which
consent shall not be unreasonably withheld, and (b) be responsible for and
pay when due any and all Taxes attributable to or imposed upon Seller or any of
its direct or indirect subsidiaries, or attributable to or imposed upon the
Purchased Assets for any period (or portion thereof) through and including the
Closing Date, including, without limitation, any Taxes attributable to or
arising from the transactions contemplated by this Agreement.  In the event
Buyer makes any payment in respect of such Taxes as a result of Seller's failure
to pay such Taxes when due, there shall be a partial forgiveness of the Note as
set forth in Section 2.6(b) above.
6.6	Post-Closing Access to Information.  If, after the
Closing Date, in order properly to operate the IZ Business or prepare documents
or reports required to be filed with governmental authorities or Buyer's
financial statements, it is necessary that Buyer obtain additional information
within Seller's possession relating to the Purchased Assets or the IZ Business,
Seller will furnish or cause its representatives to furnish such information to
Buyer.  Such information shall include, without limitation, all agreements
between Seller and any Person relating to the IZ Business. Seller shall maintain
and make available the information and records specified in this Section 6.6 for
a period of five (5) years after the Closing Date.
6.7	Post-Closing Cooperation.  Seller agrees that, if
reasonably requested by Buyer, it will cooperate with Buyer, at Buyer's expense,
in enforcing the terms of any agreements between Seller and any third party
involving the IZ Business, including without limitation terms relating to
confidentiality and the protection of intellectual property rights.  In the
event that Buyer is unable to enforce its intellectual property rights against a
third party as a result of a rule or law barring enforcement of such rights by a
transferee of such rights, Seller agrees to reasonably cooperate with Buyer by
assigning to Buyer such rights as may be required by Buyer to enforce its
intellectual property rights in its own name.  If such assignment still does not
permit Buyer to enforce its intellectual property rights against the third
party, Seller agrees to initiate proceedings against such third party in
Seller's name, provided that Buyer shall be entitled to participate in such
proceedings and provided further that Buyer shall be responsible for the
expenses of such proceedings.
6.8	No Post-Closing Retention of Copies.  Immediately after
the Closing, Seller shall deliver to Buyer or destroy copies of Purchased Assets
in Seller's possession that are in addition to copies delivered to Buyer as part
of the Closing, whether such copies are in paper form, on computer media or
stored in another form; provided, however, that Seller may retain and use
copies of financial books and records relating to the IZ Business as well as
other documents required by law to be kept by Seller for the sole purpose of
preparing its financial statements and other reports required by applicable law.
The Seller shall not be permitted to use the financial books and records of the
IZ Business for any other reason.
6.9	Public Announcements.  On and prior to the Closing Date,
Buyer and Seller shall advise and confer with each other prior to the issuance
of any reports, statements or releases concerning this Agreement (including the
exhibits and schedules hereto) and the transactions contemplated herein.
Neither Buyer nor Seller will make any public disclosure prior to the Closing or
with respect to the Closing unless both parties agree on the text and timing of
such public disclosure; provided, however, that nothing contained herein
shall prevent either party at any time from furnishing any information to any
Governmental Entity.  Immediately after this Agreement is signed, both parties
will make public announcements to their respective share exchanges; the text of
such public announcements will be reviewed by the parties prior to release.
6.10	Post-Closing Actions.  Subsequent to the Closing Date,
Seller shall, from time to time, execute and deliver, upon the request of Buyer,
all such other and further materials and documents and instruments of
conveyance, transfer or assignment as may reasonably be requested by Buyer to
effect, record or verify the transfer to, and vesting in Buyer, of Seller's
right, title and interest in and to the Purchased Assets, free and clear of all
Liens, in accordance with the terms of this Agreement.
6.11	Financial Statements.  In the event
Buyer is required by the rules and regulations promulgated by the U.S.
Securities and Exchange Commission to produce any financial statements covering
a period or periods prior to the Closing Date, then Seller at Buyer's expense
shall assist Buyer in the preparation thereof as reasonably requested by Buyer.

6.12	Permits.  Seller will assist Buyer in
obtaining any licenses, permits or authorizations required for carrying on the
IZ Business but which are not transferable.
6.13	Taxes. Seller shall be responsible for
paying, shall promptly discharge when due, and shall reimburse, indemnify and
hold harmless Buyer from, any sales or use, transfer, real property gains,
excise, stamp, or other similar Taxes arising from, imposed on or attributable
to the transactions contemplated by this Agreement, and any other Taxes which
are due or properly accrued with respect to all periods (or portions thereof)
prior to and including the Closing Date, and at the request of Buyer, Seller
shall provide Buyer with proof of such payment.
7.	Employee Matters

7.1	Transferred Employees.

(a)	Offer of Employment.  Subject to and
in accordance with the provisions of this Section 7, Buyer may offer employment
to any or all of the employees who are employed by Seller in the IZ Business as
of the date of this Agreement (the "Employees").  Seller agrees
that it will cooperate with Buyer to identify those employees of Seller who are
necessary for the conduct the IZ Business.  Prior to the Closing, Buyer, after
notice to Seller as to the timing and method of contact, shall have the right to
contact any or all of the Employees for the purposes of making offers of
employment with Buyer (or any Affiliate designated by Buyer) after the Closing
Date and receiving written acceptances of such employment (in each case
contingent on consummation of the transactions contemplated by this Agreement).
Upon Closing, Buyer (or any Affiliates designated by Buyer) shall hire those
Employees to whom it has made an offer in accordance with this Section 7.1 and
who accept such offer in the manner and within the time frame reasonably
established by Buyer. Each such Employee who is employed by Seller on the
Closing Date and who actually transfers to employment with Buyer (or any
Affiliate designated by Buyer) at or after the Closing Date as a result of an
offer of employment made by Buyer is hereafter referred to as a
"Transferred Employee."  Transferred Employees shall not
include any person on a disability leave of more than twenty-six (26) weeks.  On
a periodic basis following the date of this Agreement and prior to the Closing,
Buyer shall advise Seller of its intentions with respect to the employees it
desires to extend or has extended offers to and the general status of
discussions with such employees.  Buyer hereby notifies Seller of Buyer's intent
to offer employment to all Employees set forth on Schedule 7.1(a) on terms
and conditions substantially equivalent to, or greater than, such Employees'
current terms and conditions of employment.  Notwithstanding such periodic
disclosures made to Seller, Buyer shall not be obligated to hire any employee
unless an offer of employment is subsequently made to, and accepted by, such
employee; in addition, Buyer shall have no obligation to hire any employees of
Seller after the Closing Date.
(b)	Transition.  Seller hereby agrees that
it will not terminate the employment of any Employee prior to the Closing;
provided, however, that Seller will terminate the employment of Ronald Dan Berst
and Philip Bane immediately prior to the Closing.  The employment by Seller of
the Transferred Employees shall end at the close of business on the Closing Date
and the employment of the Transferred Employees by Buyer shall commence at
12:01 a.m. on the day after the Closing Date.  The terms of employment with
Buyer (or Buyer's Affiliates) shall be as mutually agreed to between each
Transferred Employee and Buyer (or Buyer's Affiliate, as the case may be),
subject to the provisions of this Section 7.1.  Between the date of this
Agreement and the Closing Date, Seller will provide each Transferred Employee
with the same level of compensation as that currently provided by Seller.  Buyer
shall have no obligation with respect to payments of salary, compensation,
wages, health or similar benefits, commissions, bonuses (deferred or otherwise),
severance (including any severance pay owed to Ronald Dan Berst and Philip
Howard Bane), stock or stock options or any other sums due to any Transferred
Employee that accrued as of or before the Closing Date.  Other than as listed on
Schedule 7.1(b), Seller will be fully responsible for all amounts payable
to any employee who is not a Transferred Employee, including (without
limitation) all termination payments, redundancy compensation, severance pay,
accrued vacation pay and other amounts payable in respect of the termination of
employment of any employee in connection with the sale of the Purchased Assets
to the Buyer.  In addition, Seller will be fully responsible for all amounts
owing to Transferred Employees prior to Closing.
(c)	Retention of Employees Prior to Closing.
Seller agrees to use reasonable efforts to retain the Employees as employees of
the IZ Business until the Closing Date, and to assist Buyer in securing the
employment after the Closing Date of those Employees to whom Buyer (or
designated by Buyer) makes or intends to make offers of employment under
subsection (a) above.  Seller shall not transfer any Employee to employment with
Seller outside of the IZ Business prior to the Closing or without the consent of
Buyer.  Seller shall notify Buyer promptly if, notwithstanding the foregoing,
any Employee terminates employment with Seller after the date of this Agreement
but prior to the Closing.  Buyer may request Seller to hire additional employees
for the IZ Business, in which case Seller will use commercial reasonable efforts
to identify and hire such employees.
7.2	Compensation and Benefits of Transferred Employees.
Coverage for Transferred Employees under Buyer's compensation and benefit plans
and other programs shall commence as of 12:01 a.m. on the day after the Closing
Date.  Buyer shall be free to establish its own employee benefit plans; Buyer
shall have no obligation to offer benefit plans of the same type or with terms
similar to or better than the terms of Seller's current employee benefit plans.
Buyer may, at its option, give each Transferred Employee credit for such
Transferred Employee's years of most recent continuous service with Seller for
purposes of determining participation and benefit levels under all of Buyer's
vacation policies and benefit plans and programs.
7.3	Other Employees of the IZ Business.  With respect to
each employee of the IZ Business as of the Closing Date who is not a Transferred
Employee (each a "Non-Transferred Employee"), Seller agrees to
either terminate such Non-Transferred Employee's employment with Seller,
effective prior to the Closing or offer such Non-Transferred Employee continued
employment with Seller other than in the IZ Business.  Seller further
acknowledges that the Non-Transferred Employees shall not be employees of Buyer
after the Closing.
7.4	No Right to Continued Employment or Benefits.  No
provision in this Agreement shall create any third party beneficiary or other
right in any Person (including any beneficiary or dependent thereof) for any
reason, including, without limitation, in respect of continued, resumed or new
employment with Seller or Buyer (or any Affiliate of Seller or Buyer) or in
respect of any benefits that may be provided, directly or indirectly, under any
plan or arrangement maintained by Seller, Buyer or any Affiliate of Seller or
Buyer.  Except as otherwise expressly provided in this Agreement, Buyer is under
no obligation to hire any employee of Seller, provide any employee with any
particular benefits, or make any payments or provide any benefits to those
employees of Seller whom Buyer chooses not to employ.
8.	Conditions to Buyer's Obligations


	The obligations of Buyer under this Agreement are subject to the
fulfillment, prior to or on the Closing Date, of each of the following
conditions, all or any of which may be waived by Buyer in writing, except as
otherwise provided by law:
8.1	Representations and Warranties True; Performance;
Certificate. 
(a)	The representations and warranties of Seller contained
in this Agreement shall be true and correct in all material respects as of the
Closing Date with the same effect as though such representations and warranties
had been made or given again at and as of the Closing Date;
(b)	Seller shall have performed and complied with all of
its agreements, covenants and conditions required by this Agreement to be
performed or complied with by them prior to or on the Closing Date;
(c)	The conditions set forth in this Section 8 have been
fulfilled or satisfied, unless otherwise waived in writing by Buyer; and
(d)	Buyer shall have received a certificate, dated as of
the Closing Date, signed and verified by an officer of Seller on behalf of
Seller certifying to the matters set forth in Sections 8.1(a) and 8.1(b)
above.
8.2	Consents.  All Governmental Authorizations, Required
Consents and consents required to transfer the Contracts to Buyer on the terms
and conditions provided to Seller, without change as a result of the transfer to
Buyer, shall have been obtained.
8.3	No Proceedings or Litigation.
(a)  No preliminary or permanent injunction or other order
shall have been issued by any Governmental Entity, nor shall any statute, rule,
regulation or executive order be promulgated or enacted by any Governmental
Entity which prevents the consummation of the transactions contemplated by this
Agreement.
(b)  No suit, action, claim, proceeding or investigation
before any Governmental Entity shall have been commenced and be pending against
any of the parties, or any of their respective Affiliates, associates, officers
or directors, seeking to prevent transactions contemplated by this Agreement,
including, without limitation, the sale of the Purchased Assets or asserting
that the sale of the Purchased Assets would be illegal or create liability for
damages or which may have a Material Adverse Effect on the IZ Business or the
Purchased Assets.
8.4	Documents.  This Agreement, the exhibits and schedules
attached hereto, and any other instruments of conveyance and transfer and all
other documents to be delivered by Seller at the Closing and all actions of
Seller required by this Agreement and the exhibit agreements, or incidental
thereto, and all related matters, shall be in form and substance reasonably
satisfactory to Buyer and Buyer's counsel and shall be in full force and
effect.
8.5	Governmental Filings.  The parties shall have made any
required filing with Governmental Entities in connection with this Agreement and
the exhibit agreements, and any approvals related thereto shall have been
obtained or any applicable waiting periods shall have expired.  If a proceeding
or review process by a Governmental Entity is pending in which a decision is
expected, Buyer shall not be required to consummate the transactions
contemplated by this Agreement until such decision is reached or rendered,
notwithstanding Buyer's legal ability to consummate the transactions
contemplated by this Agreement prior to such decision being reached or rendered.

8.6	No Material Adverse Change.  There shall have been no
material adverse change in the financial condition or results of operations of
the IZ Business on the Closing Date as compared with the date of this
Agreement.
8.7	Termination of Benefit Plans.  Seller shall have
provided Buyer with evidence, reasonably satisfactory to Buyer as to the
termination of all benefit plans and payments owing by Seller relating to all
Employees and the termination of all Non-Transferred Employees' benefit
plans.
8.8	Legal Opinion.  Buyer shall have
received a legal opinion from Maslon Edelman Borman & Brand, LLP, legal
counsel to Seller, dated the Closing Date, in a form satisfactory to Buyer.
8.9	Outside Financing.  Buyer shall have received equity
financing in an amount of no less than $1,000,000 in aggregate proceeds and on
terms satisfactory to Buyer prior to the Closing Date. 
8.10	Operations Manual.  Prior to the Closing Date, Buyer
shall have received and been assigned ownership of a written manual, produced by
PopMail at its own cost, detailing the operations of the IZ Publishing System
that is in form and substance satisfactory to Buyer.
8.11	Severance Due Transferred Employees. Seller shall have
agreed in writing to pay any Transferred Employee (including Ronald Dan Berst
and Philip Howard Bane) 50% of the severance due from Seller within ten (10)
business days of Closing and the remaining 50% within twenty (20) business days
of Closing.
9.	Conditions to Seller's Obligations


	The obligations of Seller under this Agreement are subject to the
fulfillment, prior to or on the Closing Date, of each of the following
conditions, all or any of which may be waived in writing by Seller, except as
otherwise provided by law:

9.1	Representations and Warranties True; Performance.
(a)	The representations and warranties of Buyer contained
in this Agreement shall be true and correct in all material respects as of the
Closing Date with the same effect as though such representations and warranties
had been made or given again at and as of the Closing Date;
(b)	Buyer shall have performed and complied with all of
its agreements, covenants and conditions required by this Agreement to be
performed or complied with by them prior to or on the Closing Date;
(c)	Seller shall have received a certificate, dated as of
the Closing Date, signed and verified by an officer of Buyer on behalf of Buyer
certifying to the matters set forth in Sections 9.1(a) and 9.1(b) above.
9.2	No Proceeding or Litigation.
(a)  No preliminary or permanent injunction or other order
shall have been issued by any Governmental Entity, nor shall any statute, rule,
regulation or executive order be promulgated or enacted by any Governmental
Entity which prevents the consummation of the transactions contemplated by this
Agreement.
(b)  No suit, action, claim, proceeding or investigation
before any Governmental Entity shall have been commenced and be pending against
any of the parties, or any of their respective Affiliates, associates, officers
or directors, seeking to prevent the sale of the Purchased Assets or asserting
that the sale of the Assets would be illegal or create liability for
damages.
9.3	Documents.  This Agreement, any other instruments of
conveyance and transfer and all other documents to be delivered by Buyer to
Seller at the Closing and all actions of Buyer required by this Agreement or
incidental thereto, and all related matters, shall be in form and substance
reasonably satisfactory to Seller and Seller's counsel.
9.4	Governmental Filings.  The parties shall have made any
filing required with Governmental Entities, and any approvals shall have been
obtained or any applicable waiting periods shall have expired.  If a proceeding
or review process by a Governmental Entity is pending in which a decision is
expected, Seller shall not be required to consummate the transactions
contemplated by this Agreement until such decision is reached or rendered,
notwithstanding Seller's legal ability to consummate the transactions
contemplated by this Agreement prior to such decision being reached or
rendered.
9.5	Fairness Opinion.   Seller shall have received an
opinion from its financial adviser, Duff & Phelps, stating that in the
opinion of such financial adviser, the terms of the Purchase are fair and
reasonable to the shareholders of Seller from a financial point of view.  Seller
shall bear all costs of obtaining such an opinion. 
9.6	Legal Opinion.  Seller shall have received a legal
opinion from Venture Law Group, A Professional Corporation, legal counsel to
Buyer, dated the Closing Date, in a form satisfactory to Seller.
10.	Indemnification.
10.1	Survival of Representations and Warranties.  All
covenants to be performed prior to the Closing Date, and all representations and
warranties in this Agreement or in any instrument delivered pursuant to this
Agreement shall survive the consummation of the transactions contemplated hereby
and continue until the two (2) year anniversary of the Closing Date (the
"Indemnification Termination Date"); provided that if
any claims for indemnification have been asserted with respect to any such
representations, warranties and covenants prior to the Indemnification
Termination Date, the representations, warranties and covenants on which any
such claims are based shall continue in effect until final resolution of any
claims, and provided, further, that representations, warranties
and covenants relating to Taxes shall survive until 30 days after expiration of
all applicable statutes of limitations relating to such  Taxes.  All covenants
to be performed after the Closing Date shall continue indefinitely.
Notwithstanding the foregoing, all representations, warranties and covenants in
this Agreement relating to Taxes shall continue until 30 days after expiration
of all applicable statutes of limitations. 
10.2	Indemnification of Buyer.  Subject to the limitations
set forth in this Section 10, from and after the Effective Time, Seller shall
protect, defend, indemnify and hold harmless Buyer and Buyer's Affiliates,
officers, directors, employees, representatives and agents (each of the
foregoing Persons is hereinafter referred to individually as a "Buyer
Indemnified Person" and collectively as "Buyer Indemnified
Persons") from and against any and all losses, costs, damages,
liabilities, fees (including without limitation reasonable attorneys' fees) and
expenses (collectively, the "Damages"), that any of the Buyer
Indemnified Persons incurs by reason of or in connection with any claim, demand,
action or cause of action alleging misrepresentation, breach of, or default in
connection with, any of the representations, warranties, covenants or agreements
of the Seller contained in this Agreement, including any exhibits or schedules
attached hereto, known to Buyer prior to the Indemnification Termination Date.
Damages in each case shall be net of the amount of any insurance proceeds and
indemnity and contribution actually recovered by Buyer.
10.3	Indemnification of Seller.  Subject to the limitations
set forth in this Section 10, from and after the Effective Time, Buyer shall
protect, defend, indemnify and hold harmless Seller and Seller's Affiliates,
officers, directors, employees, representatives and agents (each of the
foregoing Persons is hereinafter referred to individually as a "Seller
Indemnified Person" and collectively as "Seller Indemnified
Persons") from and against any and all Damages that any of the Seller
Indemnified Persons incurs by reason of or in connection with any claim, demand,
action or cause of action alleging misrepresentation or breach of any of the
representations or warranties of the Buyer contained in Section 5 of this
Agreement known to Seller prior to the Indemnification Termination Date.
Damages in each case shall be net of the amount of any insurance proceeds and
indemnity and contribution actually recovered by Seller.
10.4	Method of Asserting Claims.  All claims
for indemnification pursuant to this Section 10 shall be made in accordance with
the following provisions: 
Buyer or Seller, as applicable, shall deliver to Seller or
Buyer, respectively, at any time on or before the Indemnification Termination
Date, a certificate signed by any officer of Buyer or Seller, as applicable (an
"Officer's Certificate"):
(i)	stating that Buyer or Seller, as applicable, or any
other Buyer Indemnified Person or Seller Indemnified Person, respectively, has
paid or incurred Damages and
(ii)	specifying in reasonable detail the individual items
of Damages included in the amount so stated, the date each such item was paid or
incurred and the nature of the misrepresentation, breach of warranty or claim to
which such item is related.
Seller or Buyer, as applicable, shall have thirty (30) days to object in
writing to any claim or claims made in such Officer's Certificate pursuant to
Section 10.5 below.  After the expiration of such thirty-day period, if Seller
or Buyer, as applicable, has raised no objections, Seller or Buyer, as
applicable, shall deliver to Buyer or Seller, respectively, as promptly as
practicable, either cash or, in the case of Seller, written evidence of Seller's
partial forgiveness of the Note, in each case in an amount equal to such
Damages.
10.5	Resolution of Conflicts; Arbitration.

(i)	In case Seller or Buyer, as applicable, shall
object in writing to any claim or claims made in any Officer's Certificate,
Seller and Buyer shall attempt in good faith to agree upon the rights of the
respective parties with respect to each of such claims within 45 days after
Buyer's or Seller's receipt of the other party's written objection to the claim
pursuant to Section 10  (the "Negotiation Period").  If Seller
and Buyer should so agree during the Negotiation Period, a memorandum setting
forth such agreement shall be prepared and signed by both parties and funds
shall be distributed in accordance with the terms thereof.
(ii)	If no such agreement has been reached by the end of
the Negotiation Period, either Buyer or Seller may demand arbitration of the
matter unless the amount of the Damages is at issue in pending litigation with a
third party, in which event arbitration shall not be commenced until such amount
is ascertained by settlement or a non-appealable decision of a court of
competent jurisdiction or both parties agree to binding arbitration.  The
binding arbitration shall be conducted in King County, Washington if brought by
Seller and in Dallas County, Texas if brought by Buyer, in accordance with the
then-current Commercial Arbitration Rules of the American Arbitration
Association by one arbitrator appointed in accordance with said rules.  The
Arbitrator shall apply Washington law, without reference to rules of conflicts
of law or rules of statutory arbitration, to the resolution of any dispute. The
written decision of the arbitrator as to the validity and amount of any claim in
such Officer's Certificate shall be binding and conclusive upon the parties to
this Agreement, and notwithstanding anything in Section 10 hereof, the
parties shall be entitled to act in accordance with such decision and make or
withhold payments in accordance therewith.  The arbitrator shall award
reimbursement to the prevailing party in the arbitration of its reasonable
expenses of the arbitration (including costs and reasonable attorneys' fees).
The award of the arbitrator shall be the sole and exclusive monetary
remedy of the parties and shall be enforceable in any court of competent
jurisdiction.  Notwithstanding the foregoing, any party shall be entitled to
seek injunctive relief or other equitable remedies from any court of competent
jurisdiction.
10.6	Third Party Claims.  In the event either party becomes
aware of a third-party claim which such party believes may result in a demand
against the other party, such party shall notify the other party of such claim,
and the other party shall be entitled, at the other party's expense, to
participate in any defense of such claim; provided, however, that failure to so
notify the other party shall not relieve such other party from any liability it
has under this Agreement with respect to such third party claim.  Each party
shall have the right in its discretion to settle any such claim; provided,
however, that except with the written consent of the other party, no settlement
of any such claim with third-party claimants shall alone be determinative of the
validity of any claim against such other party.  In the event such other
party has consented in writing to any such settlement, such other party shall
have no power or authority to object under any provision hereof to the amount of
any claim by consistent with such settlement.
10.7	Exclusive Contractual Remedy.  Indemnification pursuant
to this Section 10 shall be the exclusive contractual remedy of Buyer and
Seller for any Damages; provided, however, that nothing herein shall limit the
liability of any officer or director of Seller for such person's fraud or
intentional misrepresentation.
11.	Miscellaneous.


11.1	Amendments and Waivers.  Any term
of this Agreement may be amended or waived with the written consent of the
parties or their respective successors and assigns.  Any amendment or waiver
effected in accordance with this Section 11.1 shall be binding upon the
parties and their respective successors and assigns.
11.2	Successors and Assigns.  The
terms and conditions of this Agreement shall inure to the benefit of and be
binding upon the respective successors and assigns of the parties.
Nothing in this Agreement, express or implied, is intended to confer upon any
party other than the parties hereto or their respective successors and assigns
any rights, remedies, obligations, or liabilities under or by reason of this
Agreement, except as expressly provided in this Agreement.
11.3	Governing Law; Jurisdiction.  This
Agreement and all acts and transactions pursuant hereto and the rights and
obligations of the parties hereto shall be governed, construed and interpreted
in accordance with the laws of the State of Washington, without giving effect to
principles of conflicts of law.  
11.4	Counterparts.  This Agreement may be
executed in two or more counterparts, each of which shall be deemed an original
and all of which together shall constitute one instrument.
11.5	Titles and Subtitles.  The titles and
subtitles used in this Agreement are used for convenience only and are not
to be considered in construing or interpreting this Agreement.
11.6	Notices.  Any notice required or
permitted by this Agreement shall be in writing and shall be deemed sufficient
upon receipt, when delivered personally or by courier, overnight delivery
service or confirmed facsimile, or forty-eight (48) hours after being deposited
in the regular mail as certified or registered mail (airmail if sent
internationally) with postage prepaid, if such notice is addressed to the party
to be notified at such party's address or facsimile number as set forth below,
or as subsequently modified by written notice, and (a) if to Buyer,  with a
copy to Craig E. Sherman, 4750 Carillon Point, Kirkland, Washington 98033 or
(b) if to Seller, with a copy to Philip J. Tilton, Maslon Edelman Borman
& Brand, LLP, 3300 Wells Fargo Center, Minneapolis, Minnesota 55402.
11.7	Berst Attorneys Fees.  PopMail agrees
to reimburse Ronald Dan Berst for reasonable legal fees and expenses as owed in
connection with the registration, drafting and execution of this Agreement, up
to a maximum of $10,000.
11.8	Severability.  If one or more
provisions of this Agreement are held to be unenforceable under applicable law,
the parties agree to renegotiate such provision in good faith, in order to
maintain the economic position enjoyed by each party as close as possible to
that under the provision rendered unenforceable.  In the event that the parties
cannot reach a mutually agreeable and enforceable replacement for such
provision, then (i) such provision shall be excluded from this Agreement,
(ii) the balance of the Agreement shall be interpreted as if such provision
were so excluded and (iii) the balance of the Agreement shall be
enforceable in accordance with its terms.
11.9	Entire Agreement.  This Agreement
and the documents referred to herein are the product of all of the parties
hereto, and constitute the entire agreement between such parties pertaining to
the subject matter hereof and thereof, and merge all prior negotiations and
drafts of the parties with regard to the transactions contemplated herein and
therein.  Any and all other written or oral agreements existing between the
parties hereto regarding such transactions are expressly canceled.
11.10	Advice of Legal Counsel.  Each party
acknowledges and represents that, in executing this Agreement, it has had the
opportunity to seek advice as to its legal rights from legal counsel and that
the person signing on its behalf has read and understood all of the terms and
provisions of this Agreement.  This Agreement shall not be construed against any
party by reason of the drafting or preparation thereof.



[Signature pages follow]
	This Agreement has been duly executed and delivered by the duly
authorized officers of Seller and Buyer as of the date first above written.














						JBII CORPORATION



						By:  	


						Name:  	


						Title:  	




						POPMAIL.COM, INC.



						By:  	


						Name:  	














						Title:  						















						IZ.com, Inc.



						By:  	


						Name:  	
































EX-10.56
28
exh1056.htm
EXHIBIT












Exhibit 10.56


LOAN AGREEMENT

	THIS LOAN AGREEMENT ("Agreement")
is made by and among GSI VENTURES, LLC, an Ohio limited liability company
("Lender"), POPMAIL.COM, INC., a Minnesota corporation
(the "Borrower"), SDK INVESTMENTS, INC., an Ohio
corporation ("SDKI"), POPMAIL NETWORKS, INC., a Texas
corporation ("PNI"), FAN ASYLUM, INC., a California corporation
("FAI") and CAFÉ ODYSSEY, LLC, a Minnesota limited liability
company ("COL") this 1st day of December, 2000.
RECITALS

	A.	Lender has agreed to loan Borrower up to the
principal amount of $1,200,000 and at Lender's option, in its sole and absolute
discretion, an additional principal amount of $2,800,000.

	B.	Borrower has agreed to borrow up to $1,200,000
from Lender and the additional $2,800,000 from Lender, to the extent that Lender
makes that amount available to Borrower.  

	C.	SDKI has acted as a finder in connection with the
loan to be made by Lender to Borrower and, as a result, Borrower has agreed to
pay SDKI a finder's fee consisting of cash and warrants to purchase Borrower's
common stock.  

	D.	PNI, FAI and COL are wholly owned subsidiaries of
Borrower and will materially benefit from the loan Borrower will receive from
Lender.

	E.	As a condition to Lender making a loan to Borrower,
Lender requires PNI, FAI and COL to execute this Agreement and be bound by
certain terms of this Agreement.

	IN CONSIDERATION of the premises, the mutual
covenants and agreements contained herein and other good and valuable
consideration, the receipt, sufficiency and adequacy of which are hereby
acknowledged, Lender, Borrower PNI, FAI, COL, and SDKI hereby covenant and agree
as follows:  
ARTICLE I
THE LOAN




Agreement to Borrow and Lend.  Subject
to all of the terms, provisions, conditions, covenants and agreements contained
in this Agreement, Lender agrees to make a loan to Borrower (the
"Loan") in the principal amount of at least Four Hundred
Thousand Dollars ($400,000) and for a period of 270 days from the date hereof,
at Lender's option and in its sole and absolute discretion, an additional
principal amount of Three Million Eight Hundred Thousand Dollars ($3,600,000)
(collectively, the "Loan Proceeds"), which shall be used in
accordance with the terms set forth herein.  Subject to all of the terms,
provisions, conditions, covenants and agreements contained in this Agreement,
Borrower agrees to borrow from Lender Loan Proceeds that Lender offers to
Borrower within 270 days from the date hereof.

Closing.  The Loan Proceeds shall be distributed
in increments as determined by the Lender, in its sole and absolute discretion
of at least $100,000, at one or more closings (each a
"Closing"), the first of which shall occur on November 30,
2000, or on such other date as the parties shall agree (the "Initial
Closing").   

Convertible Promissory Notes.  The Loan will be
evidenced by a series of convertible promissory notes (the
"Notes", or singularly a "Note") in the form
attached hereto as Exhibit A that will be executed by Borrower and
delivered to Lender.  

Interest.  The outstanding principal balance of
the Notes shall bear interest at a rate of Twelve Percent (12%) per annum as set
forth in the Notes. 

Payment Terms.  Accrued interest under the
Notes shall be due and payable in quarterly installments on February 1, 2001,
May 1, 2001, August 1, 2001 and November 1, 2001 and the entire outstanding
principal balance of the Loan, together with all accrued but unpaid interest
thereon, shall be due and payable in full on January 5, 2002 (the
"Maturity Date"). Notwithstanding anything to the contrary
contained herein, upon Lender's consent, which shall be made in its sole and
absolute discretion, Borrower may pay any portion of the quarterly installments
of accrued interest of the Loan with shares of Borrower's common stock, par
value $.01 per share (the "Common Stock").  The value of the
Common Stock used to pay any quarterly installments of accrued interest shall be
determined by the closing sale price of the Common Stock as reported by Nasdaq
on the preceding trading day before the quarterly installment is paid.

Conversion Right.  The Lender shall have the right
to convert all or any portion of the debt evidenced by the Notes into Borrower's
Common Stock in accordance with the terms of the Notes.


ARTICLE II

WARRANTS TO PURCHASE COMMON STOCK

	2.1.	Warrant to Purchase Common Stock to
Lender.  The Borrower hereby agrees to issue to Lender as a part of
the consideration for Lender making the Loan to Borrower, a warrant to purchase
the number of shares of Common Stock equal to fifty percent (50%) of the
aggregate face value of each Note and in the form attached hereto as Exhibit
B (the "Lender Warrant"). 




Warrant to Purchase Common Stock to SDKI.
As partial consideration for introducing the Borrower to the Lender, the
Borrower hereby agrees to issue to SDKI a warrant to purchase the number of
shares of Common Stock equal to ten percent (10%) of the aggregate face value of
each Note and in the form attached hereto as Exhibit C ("SDKI
Warrant" and together with the Lender Warrant, the
"Warrants").  

Share Calculation For Warrants; Strike Price;
Issuance.  For purposes only of determining the number of shares which shall
be granted upon exercise of the Warrants, the Common Stock shall be deemed to
have a value of $1.00 per share.  The strike price for each Lender Warrant shall
be 120% of the Market Price (as that term is defined in the Notes), and the
strike price for each SDKI Warrant shall be the Market Price.  The Borrower
shall issue each Warrant at the Initial Closing and each subsequent Closing.
The Warrants shall be exercisable for a period of at least five
years.


ARTICLE III
BORROWER'S REPRESENTATIONS AND WARRANTIES

	The Borrower hereby represents and warrants to
Lender that the following are true and correct as of the date hereof and shall
be true and correct as of the date of the Initial Closing and any subsequent
Closing and shall remain true and correct during the term of all of the Loan
Documents (as defined below):  

3.1	Borrower and each of its subsidiaries and affiliates
(a) is a duly organized and validly existing corporation in good standing under
the laws of the jurisdiction of its formation, (b) has the power and authority
and the legal right to own its property and assets and to transact the business
in which it is engaged and (c) is duly qualified as a foreign corporation  or
otherwise licensed and authorized to transact business and in good standing in
each jurisdiction where the ownership, leasing or operation of property or the
conduct of its business requires such qualification and where the failure to be
so qualified, licensed or authorized would have a material adverse effect on the
condition (financial or otherwise), prospects, assets or properties of Borrower,
any subsidiary or affiliate. All subsidiaries and affiliates of the Borrower are
listed on Item 3.1 of the Disclosure Schedule.  The term
"affiliate" shall have the meaning ascribed thereto under Rule 12b-2
promulgated under the Exchange Act of 1934, as amended.



3.2  The execution, delivery and performance of this Agreement, the Notes and
the Warrants and any and all other security agreements, pledge agreements,
financing statements, certificates or instruments contemplated herein
(collectively "Loan Documents") executed and delivered by the
Borrower or its affiliates have been authorized by all necessary corporate
actions and do not and will not contravene any legal or contractual restriction
binding on the Borrower or any of its property or its assets.

3.3  The Borrower and each of its subsidiaries and affiliates has the power
to take all actions contemplated hereby (including but not limited to the
issuance of the Warrants and Notes, the right of first refusal granted to Lender
to participate in any security issuances and the granting of the security
interests in the Collateral (as defined below)) to execute, deliver and carry
out the terms and provisions of each Loan Document to which it is a party and
has taken all necessary actions to authorize the execution, delivery and
performance by it of each Loan Document to which it is a party and all acts
contemplated hereby. The Loan Documents when executed and delivered by the
Borrower and its subsidiaries and affiliates will constitute the legal, valid
and binding obligation of the Borrower and its subsidiaries and affiliates (as
the case may be) and is, or will be upon execution, enforceable against the
Borrower and its subsidiaries and affiliates (as the case may be) in accordance
with their respective terms, except to the extent that enforcement may be
limited by applicable bankruptcy, insolvency, reorganization or other similar
laws affecting creditors rights generally.  

3.4  The execution, delivery or performance by the Borrower and its
subsidiaries and affiliates of each Loan Document, and compliance by the
Borrower and its subsidiaries and affiliates with the terms and provisions
hereof and thereof, (a) do not contravene any provision of any law, statute,
rule or regulation or any order, writ, injunction or decree of any court or
governmental instrumentality applicable to the Borrower, any subsidiary or
affiliate, (b) do not conflict with or result in any breach of any of the terms,
covenants, conditions or provisions of, or constitute a default under, or result
in the creation or imposition of (or the obligation to create or impose) any
lien (other than as contemplated by the Loan Documents) upon any of the property
or assets of the Borrower, any subsidiary or affiliate pursuant to the terms of
any material indenture, mortgage, deed of trust, credit agreement, loan
agreement or other agreement, contract or instrument to which the Borrower, any
subsidiary or affiliate is a party or by which the Borrower, any subsidiary or
affiliate or any of their respective properties or assets is bound or to which
the Borrower, any subsidiary or affiliate may be subject and (c) do no violate
any provision of the Certificate of Incorporation, Articles of Organization,
operating agreement, bylaws or regulations of the Borrower, any subsidiary and
affiliate. 

3.5  The authorization, issuance, sale and delivery of the shares of Common
Stock issuable upon conversion of the Notes and upon exercise of the Warrants
has been duly authorized by all requisite corporate action on the part of the
Borrower.  The shares of the Common Stock issuable upon conversion of the Notes
and upon exercise of the Warrants upon their issuance in accordance with the
Notes and the Warrants, respectively, will be validly issued, fully paid and
nonassessable.  Any shares of Common Stock issued in accordance with the terms
of the Notes for payment of quarterly installments of acquired interest will be
validly issued, fully paid and nonassessable.

3.6  Except as disclosed in Schedule 3.6, there are no actions, suits or
proceedings pending or, to the  knowledge of the Borrower, threatened against
Borrower, any subsidiary  or affiliate  (a) with respect to the Loan Documents,
any of the Collateral (as defined below) or the transactions contemplated hereby
or (b) that are, either individually or in the aggregate, reasonably likely to
have a material adverse effect on the condition (financial or otherwise),
prospects, assets or properties of Borrower, any subsidiary or affiliate.

3.7  All balance sheets, income statements, financial statements, operating
statements and other financial data pertaining to Borrower or its subsidiaries
or affiliates (the "Financial Information") that have been
delivered (or will be delivered) to Lender by or on behalf of Borrower are or
will be accurate and complete in all material respects, are or will be in
accordance with the books and records of Borrower and its subsidiaries and
affiliates, and accurately present or will present the financial condition,
results of operations and changes in financial position of the person or entity
to which they pertain as of their respective dates and there has been no
material change with respect thereto.  All Financial Information delivered to
Lender is and shall be prepared in accordance with the generally accepted
accounting principles, consistently applied.

3.8  None of the Borrower's reports and documents heretofore filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended, and the Securities Exchange Act of 1934, as amended, contained at the
time they were filed  any untrue statement of a material fact or omitted to
state any material fact required to be stated therein or necessary to make the
statements made therein, in light of the circumstances under which they were
made, not misleading.



3.9  The Borrower and its subsidiaries and affiliates own and
possess adequate and enforceable rights to use all patents, patent applications,
trademarks, trademark applications, trade names, service marks, logos,
copyrights, copyright applications, licenses, inventions, software, programs,
know-how (including trade secrets and other unpatented and/or unpatentable
proprietary or confidential information, systems or procedures) and other
similar rights and proprietary knowledge (collectively,
"Intangibles") necessary for the conduct of their respective
businesses.  Borrower and its subsidiaries and affiliates have the unrestricted
right to use all of the Intangibles.  Borrower and its subsidiaries and
affiliates are not infringing upon or in conflict with any right of any other
person or entity with respect to any Intangibles and the Borrower and its
subsidiaries and affiliates are not subject to any outstanding order, decree,
judgment or stipulation with respect to the Intangibles.  No proceedings have
been instituted or are pending or, to Borrower's knowledge, threatened which
challenge the validity or rights of Borrower or its subsidiaries and affiliates
to any of the Intangibles, and Borrower has no knowledge of any infringement by
others of any of the Intangibles.  All of the Intangibles are valid, enforceable
and free and clear of any attachments or liens and all claims, restrictions and
demands of any other person, firm or corporation, including attorneys' fees for
past services, expenses and government fees.  None of the past or present
employees, officers, directors, or shareholders of Borrower, any subsidiary or
affiliate has any rights in any Intangibles.  Borrower and its subsidiaries and
affiliates have not granted any outstanding license or other rights to any of
the Intangibles, except those licenses granted in the ordinary course of
business, and are not liable, and have not made any contract or arrangement
whereby they may become liable, to any person for any royalty or other
compensation for the use of any Intangibles.  The trade secrets and processes
and procedures of Borrower and its subsidiaries and affiliates which are
necessary to the operation of Borrower and its subsidiaries and affiliates have
been reduced to writing, to the extent practical, and will remain available for
use by Borrower and its subsidiaries and affiliates after the date of the
Initial Closing and any subsequent Closing. 

3.10	All factual information heretofore or
contemporaneously furnished by the Borrower, any subsidiary or affiliate to
Lender (including, without limitation, all information contained in this
Agreement) for purposes of this Agreement or any transaction contemplated hereby
or thereby is, and all other such factual information hereafter furnished by the
Borrower, any subsidiary or affiliate to Lender for purposes of this Agreement
or any transaction contemplated herein will be, true and accurate in all
material respects on the date as of which such information is given and the
Borrower in good faith believes such information is not incomplete by omitting
to state any fact necessary to make such information not misleading at such time
in light of the circumstances under which such information was provided.



	3.11  The Borrower, each subsidiary and affiliate has filed all tax
returns required to be filed by it and has paid all income and franchise taxes
payable by it which have become due pursuant to such tax returns and all other
taxes and assessments payable by it which have become due, other than those not
yet delinquent and except for those contested in good faith and by appropriate
proceedings. The amounts shown on those tax returns fairly present the tax
position of the Borrower and such subsidiaries and the Borrower does not expect
any material adjustments or any amounts shown on such tax returns. Each of the
Borrower and each subsidiary or affiliate has paid, or has provided adequate
reserves (in the good faith judgment of the management of the Borrower) for the
payment of, all foreign, federal and state income and franchise taxes applicable
for all prior fiscal years of the Borrower and for the current fiscal year to
the date hereof. As of the date hereof, no tax lien has been filed, and, to the
knowledge of the Borrower, no claim is being asserted, with respect to any tax,
fee or other charge.

	3.12  All employee benefit plans, as defined in Section 3(3) of ERISA
(defined below) and which are maintained for employees by the Borrower, a
subsidiary or an ERISA Affiliate (defined below) ("Plan"), comply with
all relevant provisions of the Internal Revenue Code of 1986 (the
"Code") and ERISA; no Plan is insolvent or in reorganization; no Plan
has an accumulated or waived funding deficiency or has applied for an extension
of any amortization period within the meaning of Section 412 of the Code;
neither the Borrower nor any subsidiary nor any ERISA Affiliate has incurred any
liability to or on account of a Plan which is a single-employer plan as defined
in Section 4001 (a) (15) of ERISA pursuant to Section 4062, 4063, 4064 or a
multi employer plan pursuant to Sections 515, 4201 or 4204, of ERISA; no
proceedings have been instituted to terminate any plan; and no condition exists
which constitutes a prohibited transaction (as defined in Section 406 of ERISA
or Section 4975 of the Code) or a reportable event (as defined in Section 4043
of ERISA), or which is reasonably expected will result in the Borrower, any
subsidiary or an ERISA Affiliate of incurring a liability to or on account of a
Plan pursuant to any of the foregoing Sections of ERISA or the Code.  As of the
date of this Agreement, the aggregate present value of all accrued benefit
liabilities (as defined in Section 4001(a)(6) of ERISA) of all Plans which were
single-employer plans did not exceed the aggregate current value of all assets
of such Plans based upon estimated actuarial data that has been provided to the
Borrower by the consulting actuaries of the Plans, and as of the date of this
Agreement, there was no withdrawal liability (and would be no withdrawal
liability assuming a complete withdrawal from all such Plans) to any Plan which
is a multi employer plan.



	"ERISA" means the Employee Retirement Income
Security Act of 1974, as amended, and any successor statute of similar import,
together with regulations thereunder, in each case as in effect from time to
time. References to sections of ERISA also refer to any successor sections.

	"ERISA Affiliate" means any person (as defined
in Section 3 (9) of ERISA) (including each trade or business (whether or not
incorporated)) which together with the Company or any Subsidiary would be deemed
to be a "single employer" or a member of the same "controlled
group" of "contributing sponsors" within the meaning of Section
4001 of ERISA

	3.13  The Borrower and its subsidiaries and affiliates
are in compliance with all applicable statutes, regulations and orders of, and
all applicable restrictions imposed by, all governmental bodies, domestic or
foreign, in respect of the conduct of their businesses and the ownership of
their properties, except such noncompliance as would not, in the aggregate,
reasonably be expected to have a material adverse effect on the condition
(financial or otherwise), prospects,  assets or properties of Borrower or any
subsidiary or affiliate.

3.14  The Borrower and its subsidiaries and affiliates have
never conducted business under any names other than those set forth in Item
3.14 of the Disclosure Schedule. The addresses of all offices where any of
the Collateral is located is listed in Item 3.14 of the Disclosure
Schedule.  The chief executive office and the chief place of business for the
Borrower, each of its subsidiaries, and affiliates and the office where each
thereof keeps its books and records, is located at the address specified in
Item 3.14 of the Disclosure Schedule.

	3.15    As of the date the last Financial Information was
received by Lender from Borrower, except to the extent disclosed, reflected or
reserved against therein or in Item 3.15 of the Disclosure Schedule,
Borrower did not have any material liabilities or obligations, known or unknown,
secured or unsecured, whether accrued, absolute, contingent or otherwise. 

	3.16  Since the date the last Financial Information was
received by Lender from Borrower, there has been no material adverse change in
or to the business of Borrower or its subsidiaries or affiliates, or to the
operations, earnings, prospects, liabilities or relationships with suppliers,
distributors or customers of Borrower or its subsidiaries or affiliates.  There
is no presently existing condition with respect to Borrower or its subsidiaries
or affiliates which might be expected to have a material adverse effect on the
business or prospects of Borrower or its subsidiaries or affiliates or the
continued conduct of the business of Borrower or its subsidiaries or Affiliates
after the date of the Initial Closing or any subsequent Closing. 

	3.17  No order, consent, approval, license, authorization
or validation of, or filing, recording or registration with, or exemption by, or
other act by (except as have been obtained or made), any governmental or public
body or authority, or any subdivision thereof, is required to authorize, or is
required in connection with, (a) the execution, delivery and performance by the
Borrower or its subsidiaries or affiliates of any Loan Document or (b) the
legality, validity, binding effect or enforceability against the Borrower or its
subsidiaries or affiliates of any Loan Document.



3.18  Borrower shall use the Loan Proceeds exclusively for commercial reasons
that are expressly approved by Lender in accordance with Section 4.2 below.

3.19    Borrower or its subsidiaries and affiliates (as the case may be) are
the legal and beneficial owner of the Collateral, and the Collateral is free and
clear of all mortgages, security interests, liens, equities, encumbrances and
claims of every kind (collectively, the "Encumbrances") except
for the Encumbrances set forth on Item 4.7 of the Disclosure Schedule and
the liens of the Lender as set forth in this Agreement.  The Collateral is and
will remain free and clear of all Encumbrances of any nature whatsoever, except
for those set forth on Item 4.7 of the Disclosure Schedule and the liens
of the Lender as set forth in this Agreement.






All of the subsidiaries and affiliates of Borrower are wholly owned by
Borrower.





3.21  The security interest and leasehold mortgage in favor of the Borrower
on the real and personal property located at Kenwood Mall, Cincinnati, Ohio, is
a first and best lien on such personal property and leasehold and Borrower has
not and will not allow any Encumbrances on such property to be superior to
Borrower's mortgage and security interest.


ARTICLE IV
ADDITIONAL COVENANTS AND OTHER AGREEMENTS

	4.1.	Finder's Fee. Borrower shall pay to
SDKI a cash fee of ten percent (10%) of all the Loan Proceeds disbursed to
Borrower, which amount shall be paid from the proceeds disbursed to
Borrower.




Disbursement Approval.  All disbursements of Loan
Proceeds shall be approved in writing in advance by Lender, in its sole and
absolute discretion.  Prior to any use by the Borrower of the Loan Proceeds, or
any portion thereof, Borrower shall have received Lender's prior written
approval of such use, with such approval being determined by Lender in its sole
and absolute discretion.  Notwithstanding the foregoing provisions of this
Section 4.2, Borrower shall not need any approval from Lender with respect to
its use of the first $50,000 of Loan Proceeds received by Borrower.

Registration Rights.  Within 60 days of the date
hereof, Borrower shall have used its best efforts to cause a registration
statement covering the resale of the shares of Common Stock issuable upon
conversion of the Notes, exercise of the purchase rights under the Notes, used
for payment of the accrued interest on the Notes and  exercise of the Warrants
to have been declared effective by the Securities and Exchange Commission.  All
expenses of such registration, except fees for underwriting discounts and
selling commissions applicable to the resale of such Common Stock by Lender or
the holder of the Warrants, shall be borne by Borrower.  Lender and SDKI (and
their respective assigns) each agree to cooperate with the Borrower in the
preparation and filing of any such registration statement and in the furnishing
of information for inclusion therein, or in any efforts by the Borrower to
establish that the proposed sale is exempt under the Securities Act of 1933, as
amended, as to any proposed distribution.



4.4	Right of First Refusal.  As long as their
exists any principal or interest outstanding under the Notes, the Borrower
grants to the Lender a right of first refusal to participate as an investor in
any offering of Borrower's Common Stock, securities convertible into Common
Stock or any other equity securities of the Borrower (collectively, the
"Securities"). If the Borrower receives an executed letter of
intent or term sheet from any third party with respect to a sale or transfer of
Securities that the Borrower is willing to accept, the Borrower shall promptly
give written notice thereof to the Lender, including all essential terms and
conditions of such proposed offering.  The Lender shall then have ten (10) days
after receipt of such written notice to elect to enter into an agreement with
the Borrower to participate in the proposed offering on the same terms and
conditions as set forth in the Borrower's written notice.  If the Lender
declines to exercise its right of first refusal upon written notice from the
Borrower or fails to notify the Borrower within a 10-day period of an election
to invoke its right of first refusal, the Borrower shall have a period of 30
days to enter into an agreement with such third party from whom it has received
an executed letter of intent for the sale or transfer of the Securities on the
exact terms and conditions that were provided to Borrower in the notice.  In the
event that Borrower does not effect a transfer or sale of the Securities within
the specified thirty-day period, the Lender's right of first refusal shall
continue to be applicable to any subsequent sale or transfer of the Securities
by the Borrower. 

4.5.	Approval of Equity and Debt Issuances.
Borrower and its subsidiaries and affiliates shall not issue any securities,
including options to purchase  securities, or take on any debt (other than the
debt reflected by the Notes and trade payables incurred in the ordinary course
of business), without Lender's prior written approval, which approval shall be
given in Lender's sole and absolute discretion. 

4.6 	Board Seats.  Upon Lender's request, the Board
of Directors of Borrower (the "Board") shall take all necessary
and appropriate action to create up to two (2) new director seats of the Board
and appoint such persons as designated by Lender.  Additionally, for each
$1,400,000 of principal amount of Notes purchased by Lender in excess of
$1,200,000, Lender may, at its election, designate one (1) additional member of
the Board and the Board shall take all necessary and appropriate action to
create such director seats and appoint such persons designated by Lender;
provided, however, that Lender's election to designate such new members must be
made, if at all, within 30 days of the closing of the purchase of such
additional principal amounts of Notes.

4.7 	Security Agreements.  In connection with the
Loan made pursuant to this Agreement, the Notes shall be secured by a first and
best lien in all of the assets of the Borrower and its subsidiaries and
affiliates, including the shares of capital stock and membership interest in
Popmail Network, Inc., Fan Asylum, Inc. and Café Odyssey, LLC
(collectively, the "Collateral"); except for the Collateral set forth
in Item 4.7 of the Disclosure Schedule, which Lender shall have a lien
and security interest in, which shall be subordinated only to those persons or
entities identified in Item 4.7 of the Disclosure Schedule.  Borrower and
its subsidiaries and affiliates shall execute and deliver security agreements,
financing statements, pledge agreements and all other instruments and agreements
required by Lender that provide for a grant by Borrower and its subsidiaries and
affiliates to Lender of a security interest in all of the Collateral.   Borrower
shall take all other steps  necessary to keep such security interest in Lender
perfected and shall take no action to subordinate Lender's security interest to
any other person or entity without Lender's prior written approval.

4.8 	Default Under Loan Document.  In the event
that a default shall exist under any of the Loan Documents, Lender shall be
authorized to proceed with any and all remedies available to Lender thereunder.
A default under any of the Loan Documents shall constitute a default under each
other Loan Document and shall entitle Lender to pursue any and all remedies
under each or any of the Loan Documents.




Reserving Common Stock For Issuance.  The Borrower
shall at all times while the Warrants or the Lender's conversion and purchase
rights as set forth in the Notes are outstanding, reserve and keep available out
of its authorized but unissued stock, such number of duly authorized Common
Stock as shall be sufficient to effect the conversion rights and purchase rights
under the Notes and Warrants in accordance with their respective
terms.	

Reclassification of Common Stock.  The Borrower
covenants and agrees that in the event its present Common Stock shall be
reclassified, split, combined or otherwise changed, or in case of any
consolidation or merger of the Borrower with or into another corporation as a
result of which holders of Common Stock become entitled to receive securities or
other assets (including cash) with respect to or in exchange for their Common
Stock (other than a merger with a subsidiary in which merger the Borrower is the
continuing corporation and which does not result in any reclassification,
capital reorganization or other change of outstanding shares of Common Stock) or
in case of any sale, lease or conveyance to another corporation of the property
of the Borrower as an entirety or substantially as an entirety, the Borrower
shall make proper provision as a part of the terms of such reclassification,
split, combination, change, consolidation, merger or sale, that the holder of
the Warrants and the Notes will thereafter be entitled to convert it into the
same kind and amount of securities (including in that term, stock of any class
or classes) and other assets as may be issuable or distributable by the terms of
such reclassification, split, combination, change, consolidation, merger or
sale.



	4.11  	Financial Statements. The Borrower
shall: (i) Within 45 days of the end of each quarter, furnish Lender with any
and all filings with the Securities and Exchange Commission including but not
limited to Form 10Q, and  a No Default Certificate in the form which in a form
acceptable to Lender; (ii) within 90 days of its fiscal year end, furnish
audited copies of the Borrower's balance sheet, income statement, and statement
of cash flows as well as a copy of Borrower's Form 10K; and (iii) within 30 days
of filing, the Borrower's consolidated federal income tax return.

	4.12	Taxes, Assessments and Liabilities. The
Borrower shall pay all taxes, assessments, and other liabilities when due,
except for those which are contested in good faith. File all required federal,
state and local tax returns on a timely basis.

	4.13	Notice.  The Borrower shall give the
Lender prompt notice of any: (i) default of this or any other agreement or
contract under which the Borrower or any of its subsidiaries or affiliates are
liable; (ii) environmental penalty, claim or dispute involving more than
$25,000.00; (iii) litigation, government proceeding or investigation filed or
threatened against Borrower or any of its subsidiaries or affiliates, Lender its
directors and officers involving more than $25,000.00; (iv) reportable event
under ERISA; or (v) material change in the business prospects or financial
condition of the Borrower or any of its subsidiaries or affiliates.

	4.14	Corporate Existence and Status.  Borrower
shall maintain its and its subsidiaries' and affiliates' corporate existence and
remain in good standing under the laws of each jurisdiction where the Borrower
and its subsidiaries or affiliates are duly qualified to conduct its
business.

	4.15	Protection of Intellectual Property.
Borrower and its subsidiaries and affiliates shall take all measures necessary
to defend and protect the Intangibles, and not commit or permit any action that
may impair the value of the Intangibles.

	4.16	Liens.   Borrower and its subsidiaries and
affiliates shall not create or permit to exist any Encumbrance with respect to
the Collateral, except for liens created in favor of the Lender hereunder.

	4.17	Compliance with Laws.  Borrower and its
subsidiaries and affiliates shall keep, observe, satisfy and not suffer
violations of any and all  laws, statutes, ordinances and/or regulations.
	

	4.18	Operate in the Ordinary Course.  Borrower
and its subsidiaries and affiliates shall continue to operate their respective
businesses in the ordinary and customary course, and not take any actions which
materially alter the nature or scope of their respective businesses as conducted
on the date of the Initial Closing.

	4.19	Further Assurances.  Borrower and its
subsidiaries and affiliates shall provide Lender with such additional
information or documentation as Lender may request from time to time.
	4.20	Lender's Attorney's Fees.  At each
closing, Borrower shall pay Lender's attorney's fees it has incurred related to
the Loan up to a maximum of $10,000.
ARTICLE V
DEFAULT AND REMEDIES

	5.1.	Events of Default.  The occurrence
of any one or more of the following events or the existence of one or more of
the following conditions shall, upon 30 days written notice to Borrower,
constitute an "Event of Default" under this Agreement provided
that the events set forth in Sections 5.1(a), 5.1(c), 5.1(f), 5.1(e), 5.1(g),
5.1(h), 5.1(k), 5.1(l) and 5.1(n) shall constitute an Event of Default
immediately upon their occurrence and Lender shall not be required to provide
the 30 days' written notice for any such events:  



		(a)	Borrower shall fail to pay when due any
installment of principal or interest due under the Notes, whether due on the
date provided for therein or by acceleration or otherwise, or Borrower shall
fail to pay when due any other amounts due under any of the Loan Documents;









Any material breach of a representation or warranty made
in writing to Lender by Borrower or its subsidiaries or affiliates made herein,
in any Loan Documents or in connection with the making of the Loan; 
The breach, default or violation by Borrower or its
subsidiaries or affiliates of any obligation, agreement or covenant contained in
Loan Documents or any other agreements, certificates or writings executed in
connection herewith by Borrower or its subsidiaries or affiliates; unless the
same is cued within any applicable grace period; 

any material provision of any of the Loan Documents shall
at any time for any reason cease to be in full force and effect or shall be
declared to be null and void; 

any litigation or proceeding is pending which may
materially adversely affect the ability of Borrower, its subsidiaries or
affiliates to perform its obligations under the Loan Documents; 

 the failure of the Borrower or its subsidiaries or
affiliates to comply with any other covenants or agreements contained in any of
the Loan Documents and not herein specifically referenced, unless the same is
cured within any applicable grace period; 

a material part of the operations of the Borrower or any
of its subsidiaries or affiliates shall cease for a period of thirty days;


the liquidation, termination or dissolution of Borrower
or any of its subsidiaries or affiliates;

the occurrence of an event of default (as defined
therein) in any of the Loan Documents other than this Agreement;

the occurrence of any of the following transactions
concerning the Borrower without the prior written consent of the Lender (which
shall be given in its sole and absolute discretion): (i) the acquisition of the
Borrower by another entity by means of any transaction or series of related
transactions (including, without limitation, the transfer of more than 50% of
the voting power of the Borrower, reorganization, merger, consolidation); or
(ii) a sale of all or substantially all of the assets of the Borrower; unless
the Borrower's shareholders of record as constituted immediately prior to such
acquisition or sale will, immediately after such acquisition or sale (by virtue
of securities issued as consideration for the Borrower's acquisition or
otherwise) hold at least 50% of the voting power of the surviving or acquiring
entity;

the issuance of any securities by Borrower's subsidiaries
and affiliates without the prior written consent of the Lender; 

the occurrence of any of the following transactions
concerning the Borrower's subsidiaries or affiliates without the prior written
consent of the Lender: (i) the acquisition (in whole or in part) of any
subsidiary or affiliate of the Borrower by another entity or person by means of
any transaction or series of related transactions (including, without
limitation, the stock purchase, stock issuance, reorganization, merger,
consolidation); or (ii) a sale of all or substantially all of the assets of the
Borrower; 
Borrower's Common Stock is de-listed from the Nasdaq
National or SmallCap Market Systems; or 
if Lender shall reasonably deem itself to be insecure.






	5.2.	Remedies.  Upon the
occurrence of any Event of Default hereunder as above provided, and at any time
thereafter, all principal, interest and other amounts payable under the Notes
shall, at the option of Lender, become immediately due and payable without
presentment, demand, protest or other notice of any kind, all of which are
expressly waived by Borrower.  Lender may proceed with every remedy available at
law or in equity or provided for in the Loan Documents or in any other document
executed in connection with the Loan, in such order or sequence as Lender may
determine in its sole discretion, including concurrently, independently, or
successively, and all expenses incurred by Lender in connection with any remedy
shall be deemed indebtedness of Borrower to Lender including, but not limited
to, reasonable attorneys' fees incurred by Lender.  
ARTICLE VI
GENERAL PROVISIONS

	6.1.	Amendments.  No provision or term
of the Loan Documents may be amended, modified, revoked, supplemented, waived or
otherwise changed except by a written instrument duly executed by the party from
whom enforcement is sought.  

	6.2.	Borrower Not Released.  Without
affecting any obligation of Borrower under this Agreement, Lender without notice
or demand may renew, extend or otherwise change the terms and conditions of the
Loan.  

	6.3.	Severability.  Whenever possible,
each provision of the Loan Documents shall be interpreted so as to be effective
and valid under Ohio law.  Should any provision, covenant or agreement contained
in the Loan Documents be deemed invalid, illegal or unenforceable in any
jurisdiction, the validity, legality and enforceability of the remaining
provisions of the Loan Documents shall not be impaired thereby, nor shall the
validity, legality or enforceability of any such defective provision be in any
way affected or impaired in any other jurisdiction.  

	6.4.	Successors and Assigns Bound;
Assignment.  The covenants and agreements contained herein shall bind the
parties hereto and each of their respective successors and assigns.  Borrower
may not assign this Agreement without the prior written consent of Lender.
Subject to the foregoing restriction, this Agreement shall inure to the benefit
of Lender and SDKI, their successors and assigns.  

	6.5.	No Third Party Benefits.  This
Agreement is made for the sole benefit of Borrower, Lender, PNI, FAO, COL, SDKI
and their respective successors and assigns, and no other person or persons
shall have any rights or remedies under or by reason of this Agreement.  

	6.6.	Headings.  The captions and
headings of the paragraphs in the Agreement are for convenience only and are not
used to interpret or define the provisions of the Agreement.  

	6.7.	Governing Law.  This Agreement and
the Loan Documents or any other documents executed in connection with the loan
shall be governed by and interpreted in accordance with the laws of the State of
Ohio, without regard to Ohio's conflict of laws principles.  

	6.8.	Conflict.  Should any provision of
any other Loan Documents conflict with any provision of this Agreement, the
provision selected by Lender, in its sole discretion, shall govern and shall be
controlling.  

6.9 	Jurisdiction.  Borrower, by its execution
hereof (i) hereby irrevocably submits to the exclusive jurisdiction of the State
of Ohio and to the exclusive jurisdiction of the United States District Court
for the Southern District of Ohio for the purpose of any suit, action or other
proceeding arising out of or based upon this Agreement, the Collateral or the
Loan Documents or the subject matter hereof or thereof brought by Lender, any
holder of the obligations of Borrower under the Loan Documents or their
respective successors or assigns, and (ii) agrees not to assert, by way of
motion, as a defense or otherwise, in any such proceeding, any claim that
Borrower is not subject personally to the jurisdiction of the above-named
courts, that Borrower's property is exempt or immune from attachment or
execution, that any such proceeding brought in one of the above-named courts is
brought in an inconvenient forum, that the venue of any such proceeding brought
in one of the above-named courts in improper, or that this Agreement, the
Collateral or any of the Loan Documents, or the subject matter hereof or
thereof, may not be enforced in or by such court.

6.10	Waiver of Jury.  LENDER AND BORROWER HEREBY
VOLUNTARILY, KNOWINGLY AND INTENTIONALLY WAIVE ANY AND ALL RIGHTS TO TRIAL BY
JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING UNDER THIS AGREEMENT OR
CONCERNING THE LOAN DOCUMENTS AND/OR ANY COLLATERAL CONTEMPLATED THEREBY,
REGARDLESS OF WHETHER SUCH ACTION OR PROCEEDING CONCERNS ANY CONTRACTUAL OR
TORTIOUS OR OTHER CLAIM.  BORROWER ACKNOWLEDGES THAT THIS WAIVER OF JURY TRIAL
IS A MATERIAL INDUCEMENT TO LENDER IN EXTENDING CREDIT, THAT LENDER WOULD NOT
HAVE EXTENDED SUCH CREDIT WITHOUT THIS JURY TRIAL WAIVER, AND THAT BORROWER HAS
BEEN REPRESENTED BY AN ATTORNEY OR HAS HAD AN OPPORTUNITY TO CONSULT WITH AN
ATTORNEY IN CONNECTION WITH THIS JURY TRIAL WAIVER AND UNDERSTANDS THE LEGAL
EFFECT OF THIS WAIVER.

	6.11	Obligations of Subsidiaries of Borrower.
PNI, FAI and COL all acknowledge and agree that each of them shall be bound by
Section 4.8 and all obligations, covenants, representations and warranties that
reference any subsidiary or affiliate of Borrower as if such obligations,
covenants, representations and warranties were fully made by them.  PNI, FAI and
COL further acknowledge and agree that each of them shall receive a material
benefit from the Loan received by Borrower from Lender because without it, PNI,
FAI and COL would no longer be able to continue their business as currently
operated.  The obligations of PNI, FAI and COL hereunder were a material
inducement to Lender to enter into this Agreement.

	6.12	Counterparts.  This Agreement may be
executed in one or more counterparts, each of which shall de deemed to be an
original but all of which together will constitute one and the same instrument.
This Agreement may be executed by facsimile signatures which shall have the same
force and effect as original signatures.

	6.13	Entire Agreement.  This Agreement and all
documents and agreements referred to in this Agreement supersede all prior
understandings, agreements and discussions between the parties concerning this
subject matter, with such prior understandings, agreements and discussions
between the parties being merged into this Agreement, and constitutes the entire
agreement between the parties with regard to this subject matter.

	6.14	Survival.  All of the obligations,
covenants, representations and warranties of Borrower and its subsidiaries and
affiliates shall survive the Initial Closing and any subsequent Closing.

ARTICLE VII

CONDITIONS TO SUBSEQUENT CLOSINGS

7.1	The obligation of Lender to complete any subsequent
Closing after the Initial Closing are subject to the satisfaction of each of the
following conditions:

		(i)	Receipt of certified resolutions of Borrower
and its subsidiaries and affiliates authorizing the Loan and the grant of the
security interest in the Collateral to Lender;

		(ii)	Execution of the Loan Documents by Borrower
and its subsidiaries and affiliates, including any Notes representing the
additional proceeds being disbursed in a subsequent Closing;

		(iii)	No Event of Default exists;

		(iv)	Confirmation from the applicable federal and
state filing offices of Lender's perfected security interest in the
Collateral;

		(v)	Receipt of evidence satisfactory to Lender and
its legal counsel, in their sole discretion, of Lender's first and best lien
position with respect to the Collateral with the exception of the Collateral set
forth in Item 4.7 of the Disclosure Schedule;



		(vi)	Receipt of  Borrower's certified resolutions authorizing the
issuance and reservation of shares of Common Stock upon the exercise of the
Warrants and the conversion rights set forth in the Notes in a form satisfactory
to Lender;

		(vii)	All representations and warranties set forth in the
Agreement or any Loan Document are true and correct as of the date of any
subsequent Closing;



		(viii)	Receipt of a No Default Certificate from
the Borrower and each subsidiary and affiliate of Borrower in a form acceptable
to Lender.

[Signature Page to Follow]


IN WITNESS WHEREOF, the parties hereto executed this Loan
Agreement as of the date first written above.

BORROWER:
POPMAIL.COM, INC., 

By:						

Its:___________________________


PMI:
POPMAIL NETWORK, INC.

By:						

Its:___________________________


LENDER:
GSI VENTURES, LLC,

By: SDK INVESTMENTS, INC., Manager
By:___________________________________
Stephen D. King
President

FAI:
FAN ASYLUM, INC.

By:						

Its:___________________________

SDKI:
SDK INVESTMENTS, INC., 

By:						

Stephen D. King
President

COL:
CAFE ODYSSEY, LLC

By:						

Its:___________________________




DISCLOSURE SCHEDULE

ITEM 3.1	SUBSIDIARIES AND AFFILIATES

ITEM 3.6	LITIGATION





ITEM 3.14 	NAMES OF BUSINESSES; ADDRESSES WHERE COLLATERAL LOCATED;
PRINCIPAL OFFICE ADDRESS OF BORROWER, SUBSIDIARIES AND AFFILIATES

ITEM 3.15	CONTINGENT LIABILITIES





ITEM 4.7	ENCUMBRANCES ON COLLATERAL



113679.5

SCHEDULE 3.1
Subsidiaries and Affiliates




Fan Asylum, Inc.
Popmail Network, Inc.
Café Odyssey, Inc.
Schedule 3.6
Litigation

The Company entered into a bridge loan transaction on or about October 6,
2000, in which it issued a promissory note in favor of Great Western Business
Services in the principal amount of $600,000.  The note was payable in 30 days
and was secured by certain computer equipment owned by the Company.
Additionally, the lender obtained a "contingent" security interest in
the Company's units of Cafe Odyssey, LLC, which vested upon an event of default
thereunder.  The Company has failed to repay the note and the lender has
recently given the Company notice of such default.  Additionally, the lender has
informed the Company that it intends to retrieve the collateral as soon as is
practicable.  The lender has not given any notice or otherwise communicated to
the Company its intentions with respect to its interest in the Cafe Odyssey
units.   Cafe Odyssey, LLC currently has no assets.

Schedule 3.14
Names of Businesses and Addresses





Fan Asylum, Inc.
1250 Folsom Street
San Francisco, CA  94103

Popmail Network, Inc.
1333 Corporate Drive, Suite 350
Irving, TX  75038

Café Odyssey, LLC






500 16th St. Suite 350
Denver, CO  80202



4. 	Cafe Odyssey	
	320 South Avenue
	Mall of America
	Bloomington, MN  55425


Schedule 3.15
Contingent Liabilities

The Kenwood Restaurant opened in December 1996 under the name
Hotel Discovery and was closed by the Company in August 1999. In November 1999,
the Company assigned the related lease (described below) in connection with the
pending sale of restaurant assets to a third party, who subsequently reopened
the restaurant under another name and continues to operate the same. The
property is approximately 17,000 square feet in size on three levels and is
located at the northeast corner of Sycamore Plaza at Kenwood Shopping Center in
Cincinnati, Ohio. Although the third party has paid all payments due under the
lease since November 1999, the Company remains primarily obligated under the
lease. 

The initial term of the lease is 15 years with an option for
two additional five-year periods. The lease provides for the payment of both a
monthly fixed minimum rent and a percentage rent based on gross sales in excess
of an escalating base amount. The monthly fixed minimum rent is $12,833 for the
first five years of the initial lease term, $14,117 for the sixth through tenth
years of the initial lease term, $15,400 for the eleventh through fifteenth
years of the initial lease term.

In addition to the fixed minimum rent, the lease provides for
the payment of a percentage rent equal to 4% of the gross sales from the
restaurant in excess of the following annual gross sales amounts; $3,850,000 for
the first five years of the initial lease term, $4,235,000 for the sixth through
tenth years of the initial lease term, $4,620,000 for the eleventh through
fifteenth years of the initial lease term. No percentage rent was paid in 1998
or 1999. In addition to the fixed minimum rent and percentage rent, the Company
is required to pay its proportionate share of common area maintenance costs;
taxes, insurance, maintenance and operating costs. 

Schedule 4.7
Encumbrances

See Schedule 3.6.



EX-10.57
29
exh1057.htm
EXHIBIT











Exhibit 10.57
AMENDMENT NO. 1 TO THE LOAN
AGREEMENT


	This Amendment No. 1 to that certain Loan Agreement by and among GSI
Ventures, LLC, an Ohio limited liability company ("Lender") PopMail.com,
inc., a Minnesota corporation (the "Borrower"), SDK Investments, Inc., an
Ohio corporation ("SDKI"), PopMail Network, Inc., a Texas corporation
("PNI"), Fan Asylum, Inc., a California corporation ("FAI"),
Café Odyssey, LLC, a Minnesota limited liability company ("COL")
dated December 1, 2000 is made among all parties to that Agreement as of
December 8, 2000.

	In consideration of the mutual covenants and agreements contained herein
and other good and valuable consideration, the receipt, sufficiency and adequacy
of which are hereby acknowledged, the parties hereby covenant and agree as
follows:



The parties do hereby agree to amend the Agreement as follows:



Recitals:  The recitals the Agreement are amended and
superceded in their entirety with the following:

	A.	Lender has agreed to loan Borrower up to the principal amount of
$400,000 and at Lender's option, in its sole and absolute discretion, an
additional principal amount of $3,600,000.

	B.	Borrower has agreed to borrow up to $400,000  from Lender and the
additional $3,600,000 from Lender, to the extent that Lender makes that amount
available to Borrower.  

	C.	SDKI has acted as a finder in connection with the loan to be made
by Lender to Borrower and, as a result, Borrower has agreed to pay SDKI a
finder's fee consisting of cash and warrants to purchase Borrower's common
stock.  

	D.	PNI, FAI and COL are wholly owned subsidiaries of Borrower and will
materially benefit from the loan Borrower will receive from Lender.

	E.	As a condition to Lender making a loan to Borrower, Lender requires
PNI, FAI and COL to execute this Agreement and be bound by certain terms of this
Agreement.

Event of Default:  A new Section 5.1(o) is added to the
Agreement and will read as follows:





the Borrower shall have materially breached its obligations to J.P. Carey
Securities, Inc. set forth in Section 2(a) of that certain Registration Rights
Agreement dated June 12, 2000 among PopMail.com, inc. and the Buyers set forth
in such agreement.




Capitalized Terms.  All capitalized terms not otherwise defined
herein shall have the same meaning as in the Agreement.


In Witness Whereof, the parties hereto have executed this Amendment No 1 to
the Loan Agreement as of the date first written above.
BORROWER:
POPMAIL.COM, INC., 

By:						

Its:___________________________

PMI:
POPMAIL NETWORK, INC.

By:						

Its:___________________________

LENDER:
GSI VENTURES, LLC,

By: SDK INVESTMENTS, INC., Manager
By:___________________________________
Stephen D. King
President

FAI:
FAN ASYLUM, INC.

By:						

Its:___________________________

SDKI:
SDK INVESTMENTS, INC., 

By:						

Stephen D. King
President

COL:
CAFE ODYSSEY, LLC

By:						

Its:___________________________


















EX-10.58
30
exh1058.htm
EXHIBIT













Exhibit 10.58



NEITHER THIS NOTE NOR THE SHARES OF COMMON STOCK ISSUABLE
UPON CONVERSION HEREUNDER HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION (TOGETHER, THE
"SECURITIES LAWS") AND MAY NOT BE OFFERED FOR SALE, SOLD OR
OTHERWISE  TRANSFERRED  OR  ENCUMBERED  IN  THE  ABSENCE  OF COMPLIANCE WITH
SUCH SECURITIES LAWS AND UNTIL THE COMPANY (AS DEFINED HEREIN) THEREOF SHALL
HAVE RECEIVED AN OPINION FROM COUNSEL REASONABLY ACCEPTABLE TO IT THAT THE
PROPOSED DISPOSITION WILL NOT VIOLATE ANY APPLICABLE SECURITIES LAWS.  

POPMAIL.COM, INC.

CONVERTIBLE PROMISSORY NOTE
WITH COGNOVIT PROVISION

	Irving, Texas
$70,000.00	February 8, 2001

	THIS CONVERTIBLE PROMISSORY NOTE (the
"Note") is one of a duly authorized issue of Convertible
Promissory Notes of PopMail.com., inc., a corporation duly organized and
existing under the laws of the State of Minnesota (the
"Company"), designated as its 12% Convertible Promissory Notes
Due January 5, 2002, in an aggregate principal amount not exceeding U.S.
$4,000,000 (the "Notes").

	FOR VALUE RECEIVED, the Company promises to pay to
GSI Ventures, LLC, an Ohio limited liability company
("Holder"), in lawful money of the United States of America,
the principal sum of  Seventy Thousand Dollars ($70,000.00), together with
interest in arrears on the unpaid principal balance at a rate equal to Twelve
Percent (12%) per annum, in the manner provided below.  Interest shall be
calculated on the basis of a 360-day year of twelve 30-day months and accrued on
a daily basis for the actual number of days elapsed from the date hereof on the
principal balance from time to time outstanding as hereinafter provided.

1.	Payments.

 	1.1	Principal and Interest. Accrued interest
under this Note shall be due and payable in quarterly installments on February
1, 2001, May 1, 2001, August 1, 2001 and November 1, 2001 and the entire
outstanding principal balance of the Note, together with all accrued but unpaid
interest thereon, shall be due and payable in full on January 5, 2002 (the
"Maturity Date"). Notwithstanding anything to the contrary
contained herein, upon Holder's consent, which shall be made in its sole and
absolute discretion, Company may pay any portion of the quarterly installments
of accrued interest payable hereunder with shares of Company's common stock, par
value $.01 per share (the "Common Stock").  The value of the
Common Stock used to pay any such quarterly installments of accrued interest
shall be determined by the closing sale price of the Common Stock as reported by
Nasdaq on the preceding trading day before the quarterly installment is
paid.

1.2	Manner of Payment.  Except as otherwise
provided herein, all payments of principal and interest on this Note shall be
made in immediately available funds.  If any payment of principal or interest on
this Note is due on a day which is not a Business Day, such payment shall be due
on the next succeeding Business Day, and such extension of time shall not be
taken into account in calculating the amount of interest payable under this
Note.  "Business Day" means any day other than a Saturday,
Sunday or legal holiday in the State of Ohio.

1.3	Prepayment.  The Company may, without premium
or penalty, at any time and from time to time, prepay all or any portion of the
outstanding principal balance due under this Note, provided that each such
prepayment is accompanied by the accrued interest on the amount of principal
prepaid calculated to the date of such prepayment.  The Company shall provide
Holder with not less than fifteen (15) days written notice prior to such
prepayment.  In the event a transaction described in Section 4.3 hereof is
contemplated prior to or contemporaneous with prepayment, said written notice
shall include the information specified in the notice made pursuant to Section
4.3 hereof.  
1.4	Default Interest.  Upon the occurrence of an
Event of Default (as defined below), this Note shall accrue interest at a
default rate of interest equal to the lesser of 18% per annum or the maximum
rate permitted under Ohio Law.

2.	Default.

	2.1	Event of Default.  The occurrence of any
one or more of the following events with respect to Company shall, upon 30 days'
written notice to the Company, constitute an event of default hereunder
("Event of Default") provided that, the events set forth in
Sections 2.1(a), 2.1(b), 2.1(c) and 2.1(d) shall constitute an Event of Default
immediately upon their occurrence and Lender shall not be required to provide
the 30 days written notice for any such event:

(a)	If Company shall fail to pay when due any payment of
principal or interest or other amount due on this Note.

(b)	If, pursuant to or within the meaning of the United
States Bankruptcy Code or any other federal or state law relating to insolvency
or relief of debtors (a "Bankruptcy Law"), the Company shall
(i) commence a voluntary case or proceeding; (ii) consent to the entry of an
order for relief against it in an involuntary case; (iii) consent to the
appointment of a trustee, receiver, assignee, liquidator or similar official;
(iv) make an assignment for the benefit of its creditors; or (v) admit in
writing its inability to pay its debts as they become due.







If a court of competent jurisdiction enters an order or
decree under any Bankruptcy Law that (i) is for relief against the Company in an
involuntary case, (ii) appoints a trustee, receiver, assignee, liquidator or
similar official for the Company or substantially all of the Company=s
properties, or (iii) orders the liquidation of the Company, and in each case the
order or decree is not dismissed within  30 days.





	(d)  	If an event of default occurs as defined in that
certain Loan Agreement executed on or about December 1, 2000 by and between the
Company, Holder, the Company's subsidiaries and SDK Investments, Inc., and as
amended on December 8, 2000 (the "Loan Agreement") or an event
of default occurs as defined in any of the Loan Documents, regardless of whether
or not such event of default is caused by Company or any of its subsidiaries or
affiliates who are a party to the Loan Agreement or the Loan Documents.

	(e) 	A breach of any obligation or covenant of Company
set forth in this Note.







Any representation or warranty made in writing to
Holder by Company made in this Note or in connection with the making of the Loan
shall prove at any time to have been incorrect or materially misleading when
made.








Notice by the Company. The Company shall notify
Holder in writing within five days after the occurrence of any Event of Default
of which the Company acquires knowledge.

Remedies.  Upon the occurrence of any Event
of Default hereunder as above provided, and at any time thereafter, all
principal, interest and other amounts payable under this Note shall, at the
option of Holder, become immediately due and payable without presentment,
demand, protest or other notice of any kind, all of which are expressly waived
by Company.  Holder may proceed with every remedy available at law or in equity
or provided for in the Loan Documents or in any other document executed in
connection with the Loan, in such order or sequence as Holder may determine in
its sole discretion, including concurrently, independently, or successively, and
all expenses incurred by Holder in connection with any remedy shall be deemed
indebtedness of Company to Holder including, but not limited to, reasonable
attorneys' fees incurred by Holder.



3.	Conversion.




Holder Conversion.  









The Holder shall have the right, at the Holder's option,
at any time prior to payment in full of the principal balance of this Note, to
convert this Note, in accordance with the provisions of Section 3.2 hereof, in
whole or in part, into fully paid and nonassessable shares of Common Stock (the
"Common Stock") of the Company.  The number of shares of Common
Stock into which this Note may be converted ("Conversion
Shares") shall be determined by dividing: [A] the sum of (i) the
outstanding principal amount of the Note to be converted, (ii) all accrued
interest thereon to the date of conversion, and (iii) all other indebtedness
Company owes Holder under this Note, by [B] the amount equal to 140% of the
"Market Price" of the Common Stock (the "Conversion
Price"). 





 		(b) 	Notwithstanding Section 3.1(a), in the event
that Company has paid any amount it owes to Holder pursuant to this Note
("Partial Payment"), then from the date of the Partial Payment
for a period of 90 days, Holder shall have the right to purchase at a strike
price equal to the Conversion Price (the "Purchase Price") a
certain number of shares of the Common Stock (the "Purchase
Right").  The number of shares of Common Stock that Holder may purchase
shall be determined by dividing the Partial Payment by the Conversion Price.
For purposes of this Note, any shares of Common Stock that Holder purchases
pursuant to its Purchase Right shall be considered Conversion Shares.  The
Purchase Right may be exercised by Holder, in whole or in part, by written
notice to the Company, together with payment by Holder to the Company of the
Purchase Price in immediately available funds.

3.2	Conversion Procedure.

(a)	Notice of Conversion and Purchase Right
Pursuant to Section 3.1.  Before the Holder shall be entitled to convert
this Note into shares of Common Stock, it shall surrender this Note at the
office of the Company and shall give written notice  in the form attached hereto
as Exhibit A (the "Holder Conversion Notice") to the
Company at its principal corporate office, of the election to convert all or a
portion of this Note pursuant to Section 3.1(a).  If this Note is converted in
part only, the Company shall execute and deliver a new note to the Holder
thereof in the principal amount equal to the portion of this Note not so
converted.  Before the Holder may exercise its Purchase Right, it shall give
written notice to the Company at its principal corporate office, of its exercise
of its Purchase Right pursuant to Section 3.1(b) prior to the expiration of the
90-day period the Purchase Right is available.







Mechanics and Effect of Conversion.  No
fractional shares of Common Stock shall be issued upon conversion of this Note
or exercise of the Purchase Right.  Upon the conversion of this Note pursuant to
Section 3.1(a) above, the Holder shall surrender this Note, duly endorsed, at
the principal office of the Company.  At its expense, the Company shall, as soon
as practicable after receiving the Holder Conversion Notice or notice of
Holder's exercise of its Purchase Right, issue and deliver to such Holder at
such principal office a certificate or certificates for the number of shares of
Common Stock to which the Holder shall be entitled upon such conversion or
purchase (bearing such legends as are required by the Loan Agreement or
applicable state and federal securities laws in the opinion of counsel to the
Company), together with a new note for the principal amount of the Note that was
not converted, if any.  Upon conversion of all or a portion of this Note, the
Company shall be forever released from all its obligations and liabilities under
this Note, to the extent of the principal amount so converted.





3.3	Limitations on Conversion.  Unless the Company
shall have obtained the approval of its voting shareholders to such issuance in
accordance with the rules of Nasdaq or any other stock market rules with which
the Company shall be required to comply, but only to the extent required
thereby, the Company shall not issue shares of its Common Stock (i) upon
conversion of any of the principal sum outstanding hereunder, or (ii) as
interest on the principal sum due hereunder, if such issuance of Common Stock,
when added to the number of shares of Common Stock previously issued by the
Company (x) upon conversion of the principal sum due under the Notes and (y) in
payment of interest due under the Notes, would equal or exceed 20 percent of the
number of shares of the Company's Common Stock that were issued and outstanding
on the date hereof (the "Maximum Issuance Amount").  In the
event that a properly executed Holder Conversion Notice is received by the
Company which would require the Company to issue shares of Common Stock equal to
or in excess of the Maximum Issuance Amount, the Company shall honor such
conversion request by (a) converting the amount of the principal and interest
stated in such conversion notice that is not in excess of the Maximum Issuance
Amount and (b) paying the remaining principal and interest due requested by
Holder to be converted; provided that, Company shall first use its best efforts
to obtain as soon as practicable after obtaining a Holder Conversion Notice the
approval of its voting shareholders to issue Conversion Shares in excess of the
Maximum Issuance Amount.




Limitations on Issuance of Common Stock.
Notwithstanding anything herein to the contrary, in no event shall the Holder be
permitted to receive Conversion Shares upon exercising its conversion rights or
Common Stock as payment for accrued interest on this Note (collectively referred
to as "Conversion Rights") to the extent that (x) the number of shares
of Common Stock beneficially owned by the Holder (other than shares of Common
Stock issuable upon exercise of Holder's Conversion Rights) plus (y) the number
of shares of Common Stock issuable upon exercise of the Holder's Conversion
Rights, would be equal to or exceed 4.9% of the number of shares of Common Stock
then issued and outstanding, including shares issuable upon exercise of the
Holder's Conversion Rights after application of this Section 3.4.  As used
herein, beneficial ownership shall be determined in accordance with Section
13(d) of the Securities Exchange Act of 1934 (the "Exchange Act").  To
the extent that the limitation contained in this Section 3.4 applies, the
determination of whether Holder may exercise its Conversion Rights (in relation
to other securities owned by the Holder) and of which a portion of the
Conversion Rights are exercisable shall be in the sole discretion of the Holder,
and the submission of a Holder Conversion Notice (or written notice in the case
of payment of accrued interest in shares of Common Stock) shall be deemed to be
the Holder's determination of whether the Conversion Rights are exercisable (in
relation to other securities owned by the Holder) and of which portion of the
Conversion Rights are exercisable, in each case subject to such aggregate
percentage limitation, and the Company shall have no obligation to verify or
confirm the accuracy of such determination.  Nothing contained herein shall be
deemed to restrict the right of the Holder to exercise its Conversion Rights at
such time as such exercise will not violate the provisions of this Section 3.4.
The provisions of this Section 3.4 may be waived by the Holder upon, at the
election of the Holder, 61 days' prior notice to the Company, and the provisions
of this Section 3.4 shall continue to apply until such 61st day (or
such later date as may be specified in such notice of waiver).  No exercise of
the Conversion Rights in violation of this Section 3.4 but otherwise in
accordance with this Note shall affect the status of the Common Stock issued
upon such exercise as validly issued, fully-paid and
nonassessable.



4.	Anti-Dilution Adjustments.

4.1	Adjustments for Stock Splits and Subdivisions.
In the event the Company should at any time or from time to time after the date
of issuance hereof fix a record date for the effectuation of a split or
subdivision of the outstanding shares of Common Stock or the determination of
holders of Common Stock entitled to receive a dividend or other distribution
payable in additional shares of Common Stock or other securities or rights
convertible into, or entitling the holder thereof to receive directly or
indirectly, additional shares of Common Stock (hereinafter referred to as
"Common Stock Equivalents") without payment of any consideration by
such holder for the additional shares of Common Stock or the Common Stock
Equivalents (including the additional shares of Common Stock issuable upon
conversion or exercise thereof), then, as of such record date (or the date of
such dividend distribution, split or subdivision if no record date is fixed),
the Conversion Price of this Note shall be appropriately decreased so that the
number of shares of Common Stock issuable upon conversion of this Note shall be
increased in proportion to such increase of outstanding shares.

4.2	Adjustments for Reverse Stock Splits. 
If the number of shares of Common Stock outstanding at any time after the date
hereof is decreased by a combination of the outstanding shares of Common Stock
through a reverse stock split, then, following the record date of such
combination, the Conversion Price for this Note shall be appropriately increased
so that the number of shares of Common Stock issuable on conversion of this Note
shall be decreased in proportion to such decrease in outstanding shares.

4.3	Adjust for Reorganization, Reclassification, Merger
and Sale.  If any capital reorganization or reclassification of the capital
stock of the Company, or consolidation or merger of the Company with another
corporation, or the sale of all or substantially all of its assets to another
corporation shall be effected in such a way that holders of the Company's Common
Stock shall be entitled to receive stock, securities or assets with respect to
or in exchange for such common shares, then, as a condition of such
reorganization, reclassification, consolidation, merger or sale, the Holder
shall have the right to convert and receive upon the basis and upon the terms
and conditions specified in this Note and in lieu of the shares of the Common
Stock of the Company immediately theretofore convertible and receivable upon the
exercise of the rights represented hereby, such shares of stock, other
securities or assets as would have been issued or delivered to the Holder as if
it had exercised this Note and had received such shares of common stock prior to
such reorganization, reclassification, consolidation, merger or sale.  The
Company shall not effect any such consolidation, merger or sale, unless prior to
the consummation thereof the successor corporation (if other than the Company)
resulting from such consolidation or merger or the corporation purchasing such
assets shall assume by written instrument executed and mailed to the registered
Holder of this Note at the last address of such Holder appearing on the books of
the Company, the obligation to deliver to such Holder such shares of stock,
securities or assets as, in accordance with the foregoing provisions, such
Holder may be entitled to convert.

4.4	Other Adjustment.  If the Company takes
any other action, or if any other event occurs which does not come within the
scope of the provisions of Sections 4.1 through 4.3, but which should result in
an adjustment in the Conversion Price and/or the number of shares subject to
this Note in order to fairly protect the purchase rights of the Holder, an
appropriate adjustment in such purchase rights shall be made by the Company.

4.5	Reservation of Stock Issuable Upon Conversion.
The Company shall at all times reserve and keep available out of its authorized
but unissued shares of Common Stock solely for the purpose of effecting the
issuance of the Conversion Shares such number of its shares of Common Stock as
shall from time to time be sufficient to issue the Conversion Shares; and if at
any time the number of authorized but unissued shares of Common Stock shall not
be sufficient to effect the issuance of the Conversion Shares,  in addition to
such other remedies as shall be available to the holder of this Note, the
Company will use its best efforts to take such corporate action as may, in the
opinion of Holder's counsel, be necessary to increase its authorized but
unissued shares to such number of shares as shall be sufficient for such
purposes.

5.	Miscellaneous.

5.1	Waiver.  The rights and remedies of Holder
under this Note shall be cumulative and not alternative.  No waiver by Holder of
any right or remedy under this Note shall be effective unless in a writing
signed by Holder.  Neither the failure nor any delay in exercising any right,
power or privilege under this Note will operate as a waiver of such right, power
or privilege and no single or partial exercise of any such right, power or
privilege by Holder will preclude any other or further exercise of such right,
power or privilege or the exercise of any other right, power or privilege.  To
the maximum extent permitted by nonwaivable applicable law, (a) no claim or
right of Holder arising out of this Note can be discharged by Holder, in whole
or in part by a waiver or renunciation of the claim or right unless in a
writing, signed by Holder; (b) no waiver that may be given by Holder will be
applicable except in the specific instance for which it is given; and (c) no
notice to or demand on the Company will be deemed to be a waiver of any
obligation of the Company or of the right of Holder to take further action
without notice or demand as provided in this Note.  The Company hereby waives
presentment, demand, protest and notice of dishonor and protest.

5.2	Notices.  The Company shall give any notice
required or permitted to be given hereunder to the Holder or the Holder to the
Company in accordance with the Loan Agreement. 

5.3	Severability.  If any court of competent
jurisdiction holds any provision in this Note invalid or unenforceable, the
other provisions of this Note will remain in full force and effect. Any
provision of this Note held invalid or unenforceable only in part or degree will
remain in full force and effect to the extent not held invalid or
unenforceable.

5.4	Governing Law.  This Note will be governed by
the laws of the State of Ohio without regard to conflicts of laws
principles.

5.5	Parties in Interest; Assignment.  This Note
shall bind the Company and its successors and assigns.  Subject to the
provisions of the legend on this Note, the Holder may assign this Note upon
providing Company notice of such assignment.




Section Headings, Construction.  The headings of
Sections in this Note are provided for convenience only and will not affect its
construction or interpretation.  All references to "Section" or
"Sections" refer to the corresponding Section or Sections of this Note
unless otherwise specified.



5.7  	Capitalized Terms.  All capitalized terms
used in this Note and not defined herein shall have the same meaning as in the
Loan Agreement.  
	5.8	Gender.  All words used in this Note will
be construed to be of such gender or number, as the circumstances require.
Unless otherwise expressly provided, the words "hereof" and
"hereunder" and similar references refer to this Note in its entirety
and not to any specific section or subsection hereof.

	5.9 	 JURY WAIVER.  THE UNDERSIGNED AND HOLDER
(BY ITS ACCEPTANCE HEREOF) HEREBY VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND
UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY
DISPUTE (WHETHER BASED UPON CONTRACT TORT OR OTHERWISE) BETWEEN OR AMONG THE
UNDERSIGNED AND HOLDER ARISING OUT OF OR IN ANY WAY RELATED TO THIS DOCUMENT,
ANY OTHER RELATED DOCUMENT, OR ANY RELATIONSHIP BETWEEN HOLDER AND THE
UNDERSIGNED.  THIS PROVISION IS A MATERIAL INDUCEMENT TO HOLDER TO PROVIDE THE
FINANCING DESCRIBED HEREIN OR IN THE OTHER LOAN DOCUMENTS.

5.10	Jurisdiction.  Company, by its execution
hereof (i) hereby irrevocably submits to the exclusive jurisdiction of the State
of Ohio and to the exclusive jurisdiction of the United States District Court
for the Southern District of Ohio for the purpose of any suit, action or other
proceeding arising out of or based upon this Note, the Loan Agreement or any
Loan Document or the subject matter hereof or thereof brought by Holder or its
successors or assigns, and (ii) agrees not to assert, by way of motion, as a
defense or otherwise, in any such proceeding, any claim that Company is not
subject personally to the jurisdiction of the above-named courts, that Company's
property is exempt or immune from attachment or execution, that any such
proceeding brought in one of the above-named courts is brought in an
inconvenient forum, that the venue of any such proceeding brought in one of the
above-named courts in improper, or that this Note, the Loan Agreement or any
Loan Document, or the subject matter hereof or thereof, may not be enforced in
or by such court.

CONFESSION OF JUDGMENT.  UPON AN EVENT OF DEFAULT,
COMPANY HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY-AT-LAW TO APPEAR
IN ANY COURT OF RECORD AND TO CONFESS JUDGMENT AGAINST COMPANY FOR THE UNPAID
AMOUNT OF THIS NOTE, PLUS ATTORNEYS' FEES AS PROVIDED IN THIS NOTE, PLUS COSTS
OF SUIT, AND TO RELEASE ALL ERRORS, AND WAIVE ALL RIGHTS OF APPEAL.   IF A COPY
OF THE NOTE, VERIFIED BY AN AFFIDAVIT, SHALL HAVE BEEN FILED IN THE PROCEEDING,
IT WILL NOT BE NECESSARY TO FILE THE ORIGINAL AS A WARRANT OF ATTORNEY.  COMPANY
WAIVES THE RIGHT TO ANY STAY OF EXECUTION AND THE BENEFIT OF ALL EXEMPTION LAWS
NOW OR HEREAFTER IN EFFECT. NO SINGLE EXERCISE OF THE FOREGOING WARRANT AND
POWER TO CONFESS JUDGMENT WILL BE DEEMED TO EXHAUST THE POWER, WHETHER OR NOT
ANY SUCH EXERCISE SHALL BE HELD BY ANY COURT TO BE INVALID, VOIDABLE, OR VOID;
BUT THE POWER WILL CONTINUE UNDIMINISHED AND MAY BE EXERCISED FROM TIME TO TIME
AS HOLDER MAY ELECT UNTIL ALL AMOUNTS OWING ON THIS NOTE HAVE BEEN PAID IN
FULL.

WARNING - BY SIGNING THIS PAPER YOU GIVE UP YOUR
RIGHT TO NOTICE AND COURT TRIAL.  IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY
BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN
BE USED TO COLLECT FROM REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE
CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY
WITH THE AGREEMENT, OR ANY OTHER CAUSE.


IN WITNESS WHEREOF, the Company has executed and
delivered this Note as of the date first stated above.

POPMAIL.COM, INC.


By:______________________________
Title:   Chief Executive Officer  


Acknowledged and agreed to this 
____ day of February, 2001.

GSI Ventures, LLC

By:					

     Its:					


Execution Version
	EXHIBIT A



NOTICE OF CONVERSION
AT THE ELECTION OF THE HOLDER

(To Be Signed Only Upon Conversion of Note)


TO POPMAIL.COM, INC.

The undersigned, the holder of the foregoing Note, hereby
surrenders such Note for conversion into shares of Common Stock of POPMAIL.COM,
INC., to the extent of $_____ of the unpaid principal amount of such Note, and
requests that the certificates for such shares be issued  in  the  name  of,
and  delivered  to,  ______________  whose  address  is
________________________________.  


Dated: __________________________________



_________________________________














 (Signature must conform in all respects to 













name of holder as specified on the face of 
the Note)



_________________________________
(Address)



















EX-10.59
31
exh1059.htm
EXHIBIT











Exhibit 10.59


Schedule of Convertible Promissory Notes
Issued in Connection with Convertible Secured Debt
Financing



Date of	Name of				Date of
Note	Holder		Amount		Repayment


12/01/00	GSI Ventures, LLC	400,000		January 5, 2002

12/08/00	GSI Ventures, LLC	100,000		January 5, 2002

12/13/00	GSI Ventures, LLC	100,000		January 5, 2002

12/15/00	GSI Ventures, LLC	100,000		January 5, 2002

02/08/01	GSI Ventures, LLC	  70,000		January 5, 2002




















EX-10.60
32
exh1060.htm
EXHIBIT












Exhibit 10.60

LOAN AGREEMENT

	THIS LOAN AGREEMENT ("Agreement")
is made by and among THE SHAAR FUND LTD. ("Lender"),
POPMAIL.COM, INC., a Minnesota corporation (the
"Borrower"), SDK INVESTMENTS, INC., an Ohio corporation
("SDKI"), POPMAIL NETWORKS, INC., a Texas corporation
("PNI"), FAN ASYLUM, INC., a California corporation ("FAI")
and CAFÉ ODYSSEY, LLC, a Minnesota limited liability company
("COL") this 21st day of December, 2000.
RECITALS

	A.	Lender has agreed to loan Borrower up to the
principal amount of $200,000.

	B.	Borrower has agreed to borrow up to $200,000  from
Lender.  

	C.	SDKI has acted as a finder in connection with the
loan to be made by Lender to Borrower and, as a result, Borrower has agreed to
pay SDKI a finder's fee consisting of cash and a warrant to purchase Borrower's
common stock.  

	D.	PNI, FAI and COL are wholly owned subsidiaries of
Borrower and will materially benefit from the loan Borrower will receive from
Lender.

	E.	As a condition to Lender making a loan to Borrower,
Lender requires PNI, FAI and COL to execute this Agreement and be bound by
certain terms of this Agreement.

	IN CONSIDERATION of the premises, the mutual
covenants and agreements contained herein and other good and valuable
consideration, the receipt, sufficiency and adequacy of which are hereby
acknowledged, Lender, Borrower PNI, FAI, COL, and SDKI hereby covenant and agree
as follows:  
ARTICLE I
THE LOAN




Agreement to Borrow and Lend.  Subject
to all of the terms, provisions, conditions, covenants and agreements contained
in this Agreement, Lender agrees to make a loan to Borrower (the
"Loan") in the principal amount of Two Hundred Thousand Dollars
($200,000) (the "Loan Proceeds"), which shall be used in
accordance with the terms set forth herein.  

Closing.  The Loan Proceeds shall be distributed
at one closing which shall occur on December 21, 2000, or on such other date as
the parties shall agree (the "Closing").   

Convertible Promissory Note.  The Loan will be
evidenced by a convertible promissory note (the "Note") in the
form attached hereto as Exhibit A that will be executed by Borrower and
delivered to Lender.  

Interest.  The outstanding principal balance of
the Note shall bear interest at a rate of Twelve Percent (12%) per annum as set
forth in the Note. 

Payment Terms.  Accrued interest under the
Note shall be due and payable in quarterly installments on February 1, 2001, May
1, 2001, August 1, 2001 and November 1, 2001 and the entire outstanding
principal balance of the Loan, together with all accrued but unpaid interest
thereon, shall be due and payable in full on January 5, 2002 (the
"Maturity Date"). Notwithstanding anything to the contrary
contained herein, upon Lender's consent, which shall be made in its sole and
absolute discretion, Borrower may pay any portion of the quarterly installments
of accrued interest of the Loan with shares of Borrower's common stock, par
value $.01 per share (the "Common Stock").  The value of the
Common Stock used to pay any quarterly installments of accrued interest shall be
determined by the closing sale price of the Common Stock as reported by Nasdaq
on the preceding trading day before the quarterly installment is paid.

Conversion Right.  The Lender shall have the right
to convert all or any portion of the debt evidenced by the Note into Borrower's
Common Stock in accordance with the terms of the Note.


ARTICLE II

WARRANTS TO PURCHASE COMMON STOCK

	2.1.	Warrant to Purchase Common Stock to
Lender.  The Borrower hereby agrees to issue to Lender as a part of
the consideration for Lender making the Loan to Borrower, a warrant to purchase
the number of shares of Common Stock equal to fifty percent (50%) of the
aggregate face value of the Note and in the form attached hereto as Exhibit
B (the "Lender Warrant"). 




Warrant to Purchase Common Stock to SDKI.
As partial consideration for introducing the Borrower to the Lender, the
Borrower hereby agrees to issue to SDKI a warrant to purchase the number of
shares of Common Stock equal to ten percent (10%) of the aggregate face value of
each Note and in the form attached hereto as Exhibit C ("SDKI
Warrant" and together with the Lender Warrant, the
"Warrants").  

Share Calculation For Warrants; Strike Price;
Issuance.  For purposes only of determining the number of shares which shall
be granted upon exercise of the Warrants, the Common Stock shall be deemed to
have a value of $1.00 per share.  The strike price for each Lender Warrant shall
be 120% of the Market Price (as that term is defined in the Note), and the
strike price for each SDKI Warrant shall be the Market Price.  The Borrower
shall issue the Warrant at the Closing.  The Warrants shall be exercisable for a
period of at least five years.


ARTICLE III
BORROWER'S REPRESENTATIONS AND WARRANTIES

	The Borrower hereby represents and warrants to
Lender that the following are true and correct as of the date hereof and shall
be true and correct as of the date of the Closing and shall remain true and
correct during the term of all of the Loan Documents (as defined below):  

3.1	Borrower and each of its subsidiaries and affiliates
(a) is a duly organized and validly existing corporation in good standing under
the laws of the jurisdiction of its formation, (b) has the power and authority
and the legal right to own its property and assets and to transact the business
in which it is engaged and (c) is duly qualified as a foreign corporation  or
otherwise licensed and authorized to transact business and in good standing in
each jurisdiction where the ownership, leasing or operation of property or the
conduct of its business requires such qualification and where the failure to be
so qualified, licensed or authorized would have a material adverse effect on the
condition (financial or otherwise), prospects, assets or properties of Borrower,
any subsidiary or affiliate. All subsidiaries and affiliates of the Borrower are
listed on Item 3.1 of the Disclosure Schedule.  The term
"affiliate" shall have the meaning ascribed thereto under Rule 12b-2
promulgated under the Exchange Act of 1934, as amended.




3.2  The execution, delivery and performance of this Agreement, the Note and
the Warrants and any and all other security agreements, pledge agreements,
financing statements, certificates or instruments contemplated herein
(collectively "Loan Documents") executed and delivered by the
Borrower or its affiliates have been authorized by all necessary corporate
actions and do not and will not contravene any legal or contractual restriction
binding on the Borrower or any of its property or its assets.

3.3  The Borrower and each of its subsidiaries and affiliates has the power
to take all actions contemplated hereby (including but not limited to the
issuance of the Warrants and Note, the right of first refusal granted to Lender
to participate in any security issuances and the granting of the security
interests in the Collateral (as defined below)) to execute, deliver and carry
out the terms and provisions of each Loan Document to which it is a party and
has taken all necessary actions to authorize the execution, delivery and
performance by it of each Loan Document to which it is a party and all acts
contemplated hereby. The Loan Documents when executed and delivered by the
Borrower and its subsidiaries and affiliates will constitute the legal, valid
and binding obligation of the Borrower and its subsidiaries and affiliates (as
the case may be) and is, or will be upon execution, enforceable against the
Borrower and its subsidiaries and affiliates (as the case may be) in accordance
with their respective terms, except to the extent that enforcement may be
limited by applicable bankruptcy, insolvency, reorganization or other similar
laws affecting creditors' rights generally.  

3.4  The execution, delivery or performance by the Borrower and its
subsidiaries and affiliates of each Loan Document, and compliance by the
Borrower and its subsidiaries and affiliates with the terms and provisions
hereof and thereof, (a) do not contravene any provision of any law, statute,
rule or regulation or any order, writ, injunction or decree of any court or
governmental instrumentality applicable to the Borrower, any subsidiary or
affiliate, (b) do not conflict with or result in any breach of any of the terms,
covenants, conditions or provisions of, or constitute a default under, or result
in the creation or imposition of (or the obligation to create or impose) any
lien (other than as contemplated by the Loan Documents) upon any of the property
or assets of the Borrower, any subsidiary or affiliate pursuant to the terms of
any material indenture, mortgage, deed of trust, credit agreement, loan
agreement or other agreement, contract or instrument to which the Borrower, any
subsidiary or affiliate is a party or by which the Borrower, any subsidiary or
affiliate or any of their respective properties or assets is bound or to which
the Borrower, any subsidiary or affiliate may be subject and (c) do no violate
any provision of the Certificate of Incorporation, Articles of Organization,
operating agreement, bylaws or regulations of the Borrower, any subsidiary and
affiliate. 

3.5  The authorization, issuance, sale and delivery of the shares of Common
Stock issuable upon conversion of the Note and upon exercise of the Warrants has
been duly authorized by all requisite corporate action on the part of the
Borrower.  The shares of the Common Stock issuable upon conversion of the Note
and upon exercise of the Warrants upon their issuance in accordance with the
Note and the Warrants, respectively, will be validly issued, fully paid and
nonassessable.  Any shares of Common Stock issued in accordance with the terms
of the Note for payment of quarterly installments of acquired interest will be
validly issued, fully paid and nonassessable.

3.6  Except as disclosed in Schedule 3.6, there are no actions, suits or
proceedings pending or, to the  knowledge of the Borrower, threatened against
Borrower, any subsidiary  or affiliate  (a) with respect to the Loan Documents,
any of the Collateral (as defined below) or the transactions contemplated hereby
or (b) that are, either individually or in the aggregate, reasonably likely to
have a material adverse effect on the condition (financial or otherwise),
prospects, assets or properties of Borrower, any subsidiary or affiliate.

3.7  All balance sheets, income statements, financial statements, operating
statements and other financial data pertaining to Borrower or its subsidiaries
or affiliates (the "Financial Information") that have been
delivered (or will be delivered) to Lender by or on behalf of Borrower are or
will be accurate and complete in all material respects, are or will be in
accordance with the books and records of Borrower and its subsidiaries and
affiliates, and accurately present or will present the financial condition,
results of operations and changes in financial position of the person or entity
to which they pertain as of their respective dates and there has been no
material change with respect thereto.  All Financial Information delivered to
Lender is and shall be prepared in accordance with the generally accepted
accounting principles, consistently applied.

3.8  None of the Borrower's reports and documents heretofore filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended, and the Securities Exchange Act of 1934, as amended, contained at the
time they were filed  any untrue statement of a material fact or omitted to
state any material fact required to be stated therein or necessary to make the
statements made therein, in light of the circumstances under which they were
made, not misleading.



3.9  The Borrower and its subsidiaries and affiliates own and
possess adequate and enforceable rights to use all patents, patent applications,
trademarks, trademark applications, trade names, service marks, logos,
copyrights, copyright applications, licenses, inventions, software, programs,
know-how (including trade secrets and other unpatented and/or unpatentable
proprietary or confidential information, systems or procedures) and other
similar rights and proprietary knowledge (collectively,
"Intangibles") necessary for the conduct of their respective
businesses.  Borrower and its subsidiaries and affiliates have the unrestricted
right to use all of the Intangibles.  Borrower and its subsidiaries and
affiliates are not infringing upon or in conflict with any right of any other
person or entity with respect to any Intangibles and the Borrower and its
subsidiaries and affiliates are not subject to any outstanding order, decree,
judgment or stipulation with respect to the Intangibles.  No proceedings have
been instituted or are pending or, to Borrower's knowledge, threatened which
challenge the validity or rights of Borrower or its subsidiaries and affiliates
to any of the Intangibles, and Borrower has no knowledge of any infringement by
others of any of the Intangibles.  All of the Intangibles are valid, enforceable
and free and clear of any attachments or liens and all claims, restrictions and
demands of any other person, firm or corporation, including attorneys' fees for
past services, expenses and government fees.  None of the past or present
employees, officers, directors, or shareholders of Borrower, any subsidiary or
affiliate has any rights in any Intangibles.  Borrower and its subsidiaries and
affiliates have not granted any outstanding license or other rights to any of
the Intangibles, except those licenses granted in the ordinary course of
business, and are not liable, and have not made any contract or arrangement
whereby they may become liable, to any person for any royalty or other
compensation for the use of any Intangibles.  The trade secrets and processes
and procedures of Borrower and its subsidiaries and affiliates which are
necessary to the operation of Borrower and its subsidiaries and affiliates have
been reduced to writing, to the extent practical, and will remain available for
use by Borrower and its subsidiaries and affiliates after the date of the
Closing. 

3.10	All factual information heretofore or
contemporaneously furnished by the Borrower, any subsidiary or affiliate to
Lender (including, without limitation, all information contained in this
Agreement) for purposes of this Agreement or any transaction contemplated hereby
or thereby is, and all other such factual information hereafter furnished by the
Borrower, any subsidiary or affiliate to Lender for purposes of this Agreement
or any transaction contemplated herein will be, true and accurate in all
material respects on the date as of which such information is given and the
Borrower in good faith believes such information is not incomplete by omitting
to state any fact necessary to make such information not misleading at such time
in light of the circumstances under which such information was provided.



	3.11  The Borrower, each subsidiary and affiliate has filed all tax
returns required to be filed by it and has paid all income and franchise taxes
payable by it which have become due pursuant to such tax returns and all other
taxes and assessments payable by it which have become due, other than those not
yet delinquent and except for those contested in good faith and by appropriate
proceedings. The amounts shown on those tax returns fairly present the tax
position of the Borrower and such subsidiaries and the Borrower does not expect
any material adjustments or any amounts shown on such tax returns. Each of the
Borrower and each subsidiary or affiliate has paid, or has provided adequate
reserves (in the good faith judgment of the management of the Borrower) for the
payment of, all foreign, federal and state income and franchise taxes applicable
for all prior fiscal years of the Borrower and for the current fiscal year to
the date hereof. As of the date hereof, no tax lien has been filed, and, to the
knowledge of the Borrower, no claim is being asserted, with respect to any tax,
fee or other charge.

	3.12  All employee benefit plans, as defined in Section 3(3) of ERISA
(defined below) and which are maintained for employees by the Borrower, a
subsidiary or an ERISA Affiliate (defined below) ("Plan"), comply with
all relevant provisions of the Internal Revenue Code of 1986 (the
"Code") and ERISA; no Plan is insolvent or in reorganization; no Plan
has an accumulated or waived funding deficiency or has applied for an extension
of any amortization period within the meaning of Section 412 of the Code;
neither the Borrower nor any subsidiary nor any ERISA Affiliate has incurred any
liability to or on account of a Plan which is a single-employer plan as defined
in Section 4001 (a) (15) of ERISA pursuant to Section 4062, 4063, 4064 or a
multi employer plan pursuant to Sections 515, 4201 or 4204, of ERISA; no
proceedings have been instituted to terminate any plan; and no condition exists
which constitutes a prohibited transaction (as defined in Section 406 of ERISA
or Section 4975 of the Code) or a reportable event (as defined in Section 4043
of ERISA), or which is reasonably expected will result in the Borrower, any
subsidiary or an ERISA Affiliate of incurring a liability to or on account of a
Plan pursuant to any of the foregoing Sections of ERISA or the Code.  As of the
date of this Agreement, the aggregate present value of all accrued benefit
liabilities (as defined in Section 4001(a)(6) of ERISA) of all Plans which were
single-employer plans did not exceed the aggregate current value of all assets
of such Plans based upon estimated actuarial data that has been provided to the
Borrower by the consulting actuaries of the Plans, and as of the date of this
Agreement, there was no withdrawal liability (and would be no withdrawal
liability assuming a complete withdrawal from all such Plans) to any Plan which
is a multi employer plan.



	"ERISA" means the Employee Retirement Income
Security Act of 1974, as amended, and any successor statute of similar import,
together with regulations thereunder, in each case as in effect from time to
time. References to sections of ERISA also refer to any successor sections.

	"ERISA Affiliate" means any person (as defined
in Section 3 (9) of ERISA) (including each trade or business (whether or not
incorporated)) which together with the Company or any Subsidiary would be deemed
to be a "single employer" or a member of the same "controlled
group" of "contributing sponsors" within the meaning of Section
4001 of ERISA

	3.13  The Borrower and its subsidiaries and affiliates
are in compliance with all applicable statutes, regulations and orders of, and
all applicable restrictions imposed by, all governmental bodies, domestic or
foreign, in respect of the conduct of their businesses and the ownership of
their properties, except such noncompliance as would not, in the aggregate,
reasonably be expected to have a material adverse effect on the condition
(financial or otherwise), prospects,  assets or properties of Borrower or any
subsidiary or affiliate.

3.14  The Borrower and its subsidiaries and affiliates have
never conducted business under any names other than those set forth in Item
3.14 of the Disclosure Schedule. The addresses of all offices where any of
the Collateral is located is listed in Item 3.14 of the Disclosure
Schedule.  The chief executive office and the chief place of business for the
Borrower, each of its subsidiaries, and affiliates and the office where each
thereof keeps its books and records, is located at the address specified in
Item 3.14 of the Disclosure Schedule.

	3.15    As of the date the last Financial Information was
received by Lender from Borrower, except to the extent disclosed, reflected or
reserved against therein or in Item 3.15 of the Disclosure Schedule,
Borrower did not have any material liabilities or obligations, known or unknown,
secured or unsecured, whether accrued, absolute, contingent or otherwise. 

	3.16  Since the date the last Financial Information was
received by Lender from Borrower, there has been no material adverse change in
or to the business of Borrower or its subsidiaries or affiliates, or to the
operations, earnings, prospects, liabilities or relationships with suppliers,
distributors or customers of Borrower or its subsidiaries or affiliates.  There
is no presently existing condition with respect to Borrower or its subsidiaries
or affiliates which might be expected to have a material adverse effect on the
business or prospects of Borrower or its subsidiaries or affiliates or the
continued conduct of the business of Borrower or its subsidiaries or Affiliates
after the date of the Closing. 

	3.17  No order, consent, approval, license, authorization
or validation of, or filing, recording or registration with, or exemption by, or
other act by (except as have been obtained or made), any governmental or public
body or authority, or any subdivision thereof, is required to authorize, or is
required in connection with, (a) the execution, delivery and performance by the
Borrower or its subsidiaries or affiliates of any Loan Document or (b) the
legality, validity, binding effect or enforceability against the Borrower or its
subsidiaries or affiliates of any Loan Document.



3.18  Borrower shall use the Loan Proceeds exclusively for commercial reasons
that are expressly approved by Lender in accordance with Section 4.2 below.

3.19    Borrower or its subsidiaries and affiliates (as the case may be) are
the legal and beneficial owner of the Collateral, and the Collateral is free and
clear of all mortgages, security interests, liens, equities, encumbrances and
claims of every kind (collectively, the "Encumbrances") except
for the Encumbrances set forth on Item 4.7 of the Disclosure Schedule and
the liens of the Lender as set forth in this Agreement.  The Collateral is and
will remain free and clear of all Encumbrances of any nature whatsoever, except
for those set forth on Item 4.7 of the Disclosure Schedule and the liens
of the Lender as set forth in this Agreement.






All of the subsidiaries and affiliates of Borrower are wholly owned by
Borrower.





3.21  The security interest and leasehold mortgage in favor of the Borrower
on the real and personal property located at Kenwood Mall, Cincinnati, Ohio, is
a first and best lien on such personal property and leasehold and Borrower has
not and will not allow any Encumbrances on such property to be superior to
Borrower's mortgage and security interest.


		ARTICLE IV
		ADDITIONAL COVENANTS AND OTHER AGREEMENTS

	4.1.	Finder's Fee. Borrower shall pay to
SDKI a cash fee of ten percent (10%) of all the Loan Proceeds disbursed to
Borrower, which amount shall be paid from the proceeds disbursed to
Borrower.




Disbursement Approval.  All disbursements of Loan
Proceeds shall be approved in writing in advance by Lender, in its sole and
absolute discretion.  Prior to any use by the Borrower of the Loan Proceeds, or
any portion thereof, Borrower shall have received Lender's prior written
approval of such use, with such approval being determined by Lender in its sole
and absolute discretion.  Notwithstanding the foregoing provisions of this
Section 4.2, Borrower shall not need any approval from Lender with respect to
its use of the first $50,000 of Loan Proceeds received by Borrower.

Registration Rights.  Within 60 days of the date
hereof, Borrower shall have used its best efforts to cause a registration
statement covering the resale of the shares of Common Stock issuable upon
conversion of the Note, exercise of the purchase rights under the Note, used for
payment of the accrued interest on the Note and  exercise of the Warrants to
have been declared effective by the Securities and Exchange Commission.  All
expenses of such registration, except fees for underwriting discounts and
selling commissions applicable to the resale of such Common Stock by Lender or
the holder of the Warrants, shall be borne by Borrower.  Lender and SDKI (and
their respective assigns) each agree to cooperate with the Borrower in the
preparation and filing of any such registration statement and in the furnishing
of information for inclusion therein, or in any efforts by the Borrower to
establish that the proposed sale is exempt under the Securities Act of 1933, as
amended, as to any proposed distribution.



4.4	Right of First Refusal.  As long as their
exists any principal or interest outstanding under the Note, the Borrower grants
to the Lender a right of first refusal to participate as an investor in any
offering of Borrower's Common Stock, securities convertible into Common Stock or
any other equity securities of the Borrower (collectively, the
"Securities"). If the Borrower receives an executed letter of
intent or term sheet from any third party with respect to a sale or transfer of
Securities that the Borrower is willing to accept, the Borrower shall promptly
give written notice thereof to the Lender, including all essential terms and
conditions of such proposed offering.  The Lender shall then have ten (10) days
after receipt of such written notice to elect to enter into an agreement with
the Borrower to participate in the proposed offering on the same terms and
conditions as set forth in the Borrower's written notice.  If the Lender
declines to exercise its right of first refusal upon written notice from the
Borrower or fails to notify the Borrower within a 10-day period of an election
to invoke its right of first refusal, the Borrower shall have a period of 30
days to enter into an agreement with such third party from whom it has received
an executed letter of intent for the sale or transfer of the Securities on the
exact terms and conditions that were provided to Borrower in the notice.  In the
event that Borrower does not effect a transfer or sale of the Securities within
the specified thirty-day period, the Lender's right of first refusal shall
continue to be applicable to any subsequent sale or transfer of the Securities
by the Borrower. 

4.5.	Approval of Equity and Debt Issuances.
Borrower and its subsidiaries and affiliates shall not issue any securities,
including options to purchase  securities, or take on any debt (other than the
debt reflected by the Note and trade payables incurred in the ordinary course of
business), without Lender's prior written approval, which approval shall be
given in Lender's sole and absolute discretion. 

4.6 	[Intentionally Deleted]

4.7 	Security Agreements.  In connection with the
Loan made pursuant to this Agreement, the Note shall be secured by a first and
best lien in all of the assets of the Borrower and its subsidiaries and
affiliates, including the shares of capital stock and membership interest in
Popmail Network, Inc., Fan Asylum, Inc. and Café Odyssey, LLC
(collectively, the "Collateral"); except for the Collateral set forth
in Item 4.7 of the Disclosure Schedule, which Lender shall have a lien
and security interest in, which shall be subordinated only to those persons or
entities identified in Item 4.7 of the Disclosure Schedule.  Borrower and
its subsidiaries and affiliates shall execute and deliver security agreements,
financing statements, pledge agreements and all other instruments and agreements
required by Lender that provide for a grant by Borrower and its subsidiaries and
affiliates to Lender of a security interest in all of the Collateral.   Borrower
shall take all other steps  necessary to keep such security interest in Lender
perfected and shall take no action to subordinate Lender's security interest to
any other person or entity without Lender's prior written approval.

4.8 	Default Under Loan Document.  In the event
that a default shall exist under any of the Loan Documents, Lender shall be
authorized to proceed with any and all remedies available to Lender thereunder.
A default under any of the Loan Documents shall constitute a default under each
other Loan Document and shall entitle Lender to pursue any and all remedies
under each or any of the Loan Documents.




Reserving Common Stock For Issuance.  The Borrower
shall at all times while the Warrants or the Lender's conversion and purchase
rights as set forth in the Note are outstanding, reserve and keep available out
of its authorized but unissued stock, such number of duly authorized Common
Stock as shall be sufficient to effect the conversion rights and purchase rights
under the Note and Warrants in accordance with their respective
terms.	

Reclassification of Common Stock.  The Borrower
covenants and agrees that in the event its present Common Stock shall be
reclassified, split, combined or otherwise changed, or in case of any
consolidation or merger of the Borrower with or into another corporation as a
result of which holders of Common Stock become entitled to receive securities or
other assets (including cash) with respect to or in exchange for their Common
Stock (other than a merger with a subsidiary in which merger the Borrower is the
continuing corporation and which does not result in any reclassification,
capital reorganization or other change of outstanding shares of Common Stock) or
in case of any sale, lease or conveyance to another corporation of the property
of the Borrower as an entirety or substantially as an entirety, the Borrower
shall make proper provision as a part of the terms of such reclassification,
split, combination, change, consolidation, merger or sale, that the holder of
the Warrants and the Note will thereafter be entitled to convert it into the
same kind and amount of securities (including in that term, stock of any class
or classes) and other assets as may be issuable or distributable by the terms of
such reclassification, split, combination, change, consolidation, merger or
sale.



	4.11  	Financial Statements. The Borrower
shall: (i) Within 45 days of the end of each quarter, furnish Lender with any
and all filings with the Securities and Exchange Commission including but not
limited to Form 10Q, and  a No Default Certificate in the form which in a form
acceptable to Lender; (ii) within 90 days of its fiscal year end, furnish
audited copies of the Borrower's balance sheet, income statement, and statement
of cash flows as well as a copy of Borrower's Form 10K; and (iii) within 30 days
of filing, the Borrower's consolidated federal income tax return.

	4.12	Taxes, Assessments and Liabilities. The
Borrower shall pay all taxes, assessments, and other liabilities when due,
except for those which are contested in good faith. File all required federal,
state and local tax returns on a timely basis.

	4.13	Notice.  The Borrower shall give the
Lender prompt notice of any: (i) default of this or any other agreement or
contract under which the Borrower or any of its subsidiaries or affiliates are
liable; (ii) environmental penalty, claim or dispute involving more than
$25,000.00; (iii) litigation, government proceeding or investigation filed or
threatened against Borrower or any of its subsidiaries or affiliates, Lender its
directors and officers involving more than $25,000.00; (iv) reportable event
under ERISA; or (v) material change in the business prospects or financial
condition of the Borrower or any of its subsidiaries or affiliates.

	4.14	Corporate Existence and Status.  Borrower
shall maintain its and its subsidiaries' and affiliates' corporate existence and
remain in good standing under the laws of each jurisdiction where the Borrower
and its subsidiaries or affiliates are duly qualified to conduct its
business.

	4.15	Protection of Intellectual Property.
Borrower and its subsidiaries and affiliates shall take all measures necessary
to defend and protect the Intangibles, and not commit or permit any action that
may impair the value of the Intangibles.

	4.16	Liens.   Borrower and its subsidiaries and
affiliates shall not create or permit to exist any Encumbrance with respect to
the Collateral, except for liens created in favor of the Lender hereunder.

	4.17	Compliance with Laws.  Borrower and its
subsidiaries and affiliates shall keep, observe, satisfy and not suffer
violations of any and all  laws, statutes, ordinances and/or regulations.
	

	4.18	Operate in the Ordinary Course.  Borrower
and its subsidiaries and affiliates shall continue to operate their respective
businesses in the ordinary and customary course, and not take any actions which
materially alter the nature or scope of their respective businesses as conducted
on the date of the Closing.

	4.19	Further Assurances.  Borrower and its
subsidiaries and affiliates shall provide Lender with such additional
information or documentation as Lender may request from time to time.
	4.20	Lender's Attorney's Fees.  At the Closing,
Borrower shall pay Lender's attorney's fees it has incurred related to the Loan
up to a maximum of $10,000.
ARTICLE V
DEFAULT AND REMEDIES

	5.1.	Events of Default.  The occurrence
of any one or more of the following events or the existence of one or more of
the following conditions shall, upon 30 days written notice to Borrower,
constitute an "Event of Default" under this Agreement provided
that the events set forth in Sections 5.1(a), 5.1(c), 5.1(f), 5.1(e), 5.1(g),
5.1(h), 5.1(k), 5.1(l) 5.1(n) and 5.1(o) shall constitute an Event of Default
immediately upon their occurrence and Lender shall not be required to provide
the 30 days' written notice for any such events:  



		(a)	Borrower shall fail to pay when due any
installment of principal or interest due under the Note, whether due on the date
provided for therein or by acceleration or otherwise, or Borrower shall fail to
pay when due any other amounts due under any of the Loan Documents;

(b)	Any material breach of a representation or warranty made in writing to
Lender by Borrower or its subsidiaries or affiliates made herein, in any Loan
Documents or in connection with the making of the Loan; 

(c)	The breach, default or violation by Borrower or its subsidiaries or
affiliates of any obligation, agreement or covenant contained in Loan Documents
or any other agreements, certificates or writings executed in connection
herewith by Borrower or its subsidiaries or affiliates; unless the same is cued
within any applicable grace period; 

(d)	any material provision of any of the Loan Documents shall at any time
for any reason cease to be in full force and effect or shall be declared to be
null and void; 

(e)	any litigation or proceeding is pending which may materially adversely
affect the ability of Borrower, its subsidiaries or affiliates to perform its
obligations under the Loan Documents; 



(f)	 the failure of the Borrower or its subsidiaries or
affiliates to comply with 


any other covenants or agreements contained in any of the
Loan Documents and not herein specifically referenced, unless the same is cured
within any applicable grace period; 

(g)	a material part of the operations of the Borrower or any of its
subsidiaries or affiliates shall cease for a period of thirty days; 

(h)	the liquidation, termination or dissolution of Borrower or any of its
subsidiaries or affiliates;

(i)	the occurrence of an event of default (as defined therein) in any of
the Loan Documents other than this Agreement;

(j)	the occurrence of any of the following transactions concerning the
Borrower without the prior written consent of the Lender (which shall be given
in its sole and absolute discretion): (i) the acquisition of the Borrower by
another entity by means of any transaction or series of related transactions
(including, without limitation, the transfer of more than 50% of the voting
power of the Borrower, reorganization, merger, consolidation); or (ii) a sale of
all or substantially all of the assets of the Borrower; unless the Borrower's
shareholders of record as constituted immediately prior to such acquisition or
sale will, immediately after such acquisition or sale (by virtue of securities
issued as consideration for the Borrower's acquisition or otherwise) hold at
least 50% of the voting power of the surviving or acquiring entity;

(k)	the issuance of any securities by Borrower's subsidiaries and
affiliates without the prior written consent of the Lender; 

(l)	the occurrence of any of the following transactions concerning the
Borrower's subsidiaries or affiliates without the prior written consent of the
Lender: (i) the acquisition (in whole or in part) of any subsidiary or affiliate
of the Borrower by another entity or person by means of any transaction or
series of related transactions (including, without limitation, the stock
purchase, stock issuance, reorganization, merger, consolidation); or (ii) a sale
of all or substantially all of the assets of the Borrower; 

(m)	Borrower's Common Stock is de-listed from the Nasdaq National or
SmallCap Market Systems; or 

(n)	if Lender shall reasonably deem itself to be insecure; or

(o)	the occurrence of an event which, with notice, lapse of time or both,
would constitute a default or event of default under the Loan Agreement dated as
of December 1, 2000, as amended, among GSI Ventures, LLC, Borrower, SDKI, PNI,
FAI,  and COL or the other loan documents relating to such loan.  



	5.2.	Remedies.  Upon the
occurrence of any Event of Default hereunder as above provided, and at any time
thereafter, all principal, interest and other amounts payable under the Note
shall, at the option of Lender, become immediately due and payable without
presentment, demand, protest or other notice of any kind, all of which are
expressly waived by Borrower.  Lender may proceed with every remedy available at
law or in equity or provided for in the Loan Documents or in any other document
executed in connection with the Loan, in such order or sequence as Lender may
determine in its sole discretion, including concurrently, independently, or
successively, and all expenses incurred by Lender in connection with any remedy
shall be deemed indebtedness of Borrower to Lender including, but not limited
to, reasonable attorneys' fees incurred by Lender.  
ARTICLE VI
GENERAL PROVISIONS

	6.1.	Amendments.  No provision or term
of the Loan Documents may be amended, modified, revoked, supplemented, waived or
otherwise changed except by a written instrument duly executed by the party from
whom enforcement is sought.  

	6.2.	Borrower Not Released.  Without
affecting any obligation of Borrower under this Agreement, Lender without notice
or demand may renew, extend or otherwise change the terms and conditions of the
Loan.  

	6.3.	Severability.  Whenever possible,
each provision of the Loan Documents shall be interpreted so as to be effective
and valid under New York law.  Should any provision, covenant or agreement
contained in the Loan Documents be deemed invalid, illegal or unenforceable in
any jurisdiction, the validity, legality and enforceability of the remaining
provisions of the Loan Documents shall not be impaired thereby, nor shall the
validity, legality or enforceability of any such defective provision be in any
way affected or impaired in any other jurisdiction.  

	6.4.	Successors and Assigns Bound;
Assignment.  The covenants and agreements contained herein shall bind the
parties hereto and each of their respective successors and assigns.  Borrower
may not assign this Agreement without the prior written consent of Lender.
Subject to the foregoing restriction, this Agreement shall inure to the benefit
of Lender and SDKI, their successors and assigns.  

	6.5.	No Third Party Benefits.  This
Agreement is made for the sole benefit of Borrower, Lender, PNI, FAO, COL, SDKI
and their respective successors and assigns, and no other person or persons
shall have any rights or remedies under or by reason of this Agreement.  

	6.6.	Headings.  The captions and
headings of the paragraphs in the Agreement are for convenience only and are not
used to interpret or define the provisions of the Agreement.  

	6.7.	Governing Law.  This Agreement and
the Loan Documents or any other documents executed in connection with the loan
shall be governed by and interpreted in accordance with the laws of the State of
New York, without regard to New York's conflict of laws principles.  

	6.8.	Conflict.  Should any provision of
any other Loan Documents conflict with any provision of this Agreement, the
provision selected by Lender, in its sole discretion, shall govern and shall be
controlling.  

6.9 	Jurisdiction.  Borrower, by its execution
hereof (i) hereby irrevocably submits to the exclusive jurisdiction of the State
of New York and to the exclusive jurisdiction of the United States District
Court for the Southern District of New York for the purpose of any suit, action
or other proceeding arising out of or based upon this Agreement, the Collateral
or the Loan Documents or the subject matter hereof or thereof brought by Lender,
any holder of the obligations of Borrower under the Loan Documents or their
respective successors or assigns, and (ii) agrees not to assert, by way of
motion, as a defense or otherwise, in any such proceeding, any claim that
Borrower is not subject personally to the jurisdiction of the above-named
courts, that Borrower's property is exempt or immune from attachment or
execution, that any such proceeding brought in one of the above-named courts is
brought in an inconvenient forum, that the venue of any such proceeding brought
in one of the above-named courts in improper, or that this Agreement, the
Collateral or any of the Loan Documents, or the subject matter hereof or
thereof, may not be enforced in or by such court.

6.10	Waiver of Jury.  LENDER AND BORROWER HEREBY
VOLUNTARILY, KNOWINGLY AND INTENTIONALLY WAIVE ANY AND ALL RIGHTS TO TRIAL BY
JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING UNDER THIS AGREEMENT OR
CONCERNING THE LOAN DOCUMENTS AND/OR ANY COLLATERAL CONTEMPLATED THEREBY,
REGARDLESS OF WHETHER SUCH ACTION OR PROCEEDING CONCERNS ANY CONTRACTUAL OR
TORTIOUS OR OTHER CLAIM.  BORROWER ACKNOWLEDGES THAT THIS WAIVER OF JURY TRIAL
IS A MATERIAL INDUCEMENT TO LENDER IN EXTENDING CREDIT, THAT LENDER WOULD NOT
HAVE EXTENDED SUCH CREDIT WITHOUT THIS JURY TRIAL WAIVER, AND THAT BORROWER HAS
BEEN REPRESENTED BY AN ATTORNEY OR HAS HAD AN OPPORTUNITY TO CONSULT WITH AN
ATTORNEY IN CONNECTION WITH THIS JURY TRIAL WAIVER AND UNDERSTANDS THE LEGAL
EFFECT OF THIS WAIVER.

	6.11	Obligations of Subsidiaries of Borrower.
PNI, FAI and COL all acknowledge and agree that each of them shall be bound by
Section 4.8 and all obligations, covenants, representations and warranties that
reference any subsidiary or affiliate of Borrower as if such obligations,
covenants, representations and warranties were fully made by them.  PNI, FAI and
COL further acknowledge and agree that each of them shall receive a material
benefit from the Loan received by Borrower from Lender because without it, PNI,
FAI and COL would no longer be able to continue their business as currently
operated.  The obligations of PNI, FAI and COL hereunder were a material
inducement to Lender to enter into this Agreement.

	6.12	Counterparts.  This Agreement may be
executed in one or more counterparts, each of which shall de deemed to be an
original but all of which together will constitute one and the same instrument.
This Agreement may be executed by facsimile signatures which shall have the same
force and effect as original signatures.

	6.13	Entire Agreement.  This Agreement and all
documents and agreements referred to in this Agreement supersede all prior
understandings, agreements and discussions between the parties concerning this
subject matter, with such prior understandings, agreements and discussions
between the parties being merged into this Agreement, and constitutes the entire
agreement between the parties with regard to this subject matter.

	6.14	Survival.  All of the obligations,
covenants, representations and warranties of Borrower and its subsidiaries and
affiliates shall survive the Closing and any subsequent Closing.

ARTICLE VII

CONDITIONS TO THE CLOSING

7.1	The obligation of Lender to complete the Closing is
subject to the satisfaction of each of the following conditions:

		(i)	Receipt of certified resolutions of Borrower
and its subsidiaries and affiliates authorizing the Loan and the grant of the
security interest in the Collateral to Lender;

		(ii)	Execution of the Loan Documents by Borrower
and its subsidiaries and affiliates, including the Note representing the
proceeds being disbursed at the Closing; 

		(iii)	Receipt of  Borrower's certified resolutions
authorizing the issuance and reservation of shares of Common Stock upon the
exercise of the Warrants and the conversion rights set forth in the Note in a
form satisfactory to Lender.

[Signature Page to Follow]


IN WITNESS WHEREOF, the parties hereto executed this Loan
Agreement as of the date first written above.
BORROWER:
POPMAIL.COM, INC., 

By:						

Its:___________________________

PMI:
POPMAIL NETWORK, INC.

By:						

Its:___________________________

LENDER:
THE SHAAR FUND LTD.,




By:	Shaar Advisory Services, N.V. (the advisor to The
Shaar Fund Ltd.)


By:						

Name:	W.J.Langeveld

Title:		Managing Director

FAI:
FAN ASYLUM, INC.

By:						

Its:___________________________

SDKI:
SDK INVESTMENTS, INC., 

By:						

Stephen D. King
President

COL:
CAFE ODYSSEY, LLC

By:						

Its:___________________________
DISCLOSURE SCHEDULE

ITEM 3.1 	SUBSIDIARIES AND AFFILIATES

ITEM 3.6	LITIGATION





ITEM 3.14 	NAMES OF BUSINESSES; ADDRESSES WHERE COLLATERAL LOCATED;
PRINCIPAL OFFICE ADDRESS OF BORROWER, SUBSIDIARIES AND AFFILIATES

ITEM 3.15	CONTINGENT LIABILITIES





ITEM 4.7	ENCUMBRANCES ON COLLATERAL



113679.5

SCHEDULE 3.1
Subsidiaries and Affiliates




Fan Asylum, Inc.
Popmail Network, Inc.
Cafe Odyssey, LLC
Schedule 3.6
Litigation

The Company entered into a bridge loan transaction on or about October 6,
2000, in which it issued a promissory note in favor of Great Western Business
Services in the principal amount of $600,000.  The note was payable in 30 days
and was secured by certain computer equipment owned by the Company.
Additionally, the lender obtained a "contingent" security interest in
the Company's units of Cafe Odyssey, LLC, which vested upon an event of default
thereunder.  The Company has failed to repay the note and the lender has
recently given the Company notice of such default.  Additionally, the lender has
informed the Company that it intends to retrieve the collateral as soon as is
practicable.  The lender has not given any notice or otherwise communicated to
the Company its intentions with respect to its interest in the Cafe Odyssey
units.   Cafe Odyssey, LLC currently has no assets.

On September 13, 2000, the Company received a Nasdaq Staff Determination
which indicates that the Company fails to comply with its common stock
maintaining a minimum bid price of $1.00 over the previous 30 consecutive
trading days as required by Marketplace Rule 4310 (c)(4). Therefore, in
accordance with Marketplace Rule 4310 (c)(8)(B), PopMail.com was provided 90
calendar days, or until December 12, 2000 to regain compliance with the Rule
for continued listing. There can be no assurances the Panel will grant the
Company's request for continued listing.  The Company has requested a hearing
with Nasdaq to appeal its determination to delist the Company's common stock,
which is scheduled for January 11, 2001.

On August 9, 2000, a lawsuit was filed against Fan Asylum, Inc. and Tim
McQuaid relating to an automobile accident.  The plaintiff in the action seeks
damages in excess of $25,000.  The Company has no other information concerning
this matter at the present time.


Schedule 3.14
Names of Businesses and Addresses






Fan Asylum, Inc.
1250 Folsom Street
San Francisco, CA  94103

Popmail Network, Inc.
1333 Corporate Drive, Suite 350
Irving, TX  75038

Café Odyssey, LLC






500 16th St. Suite 350
Denver, CO  80202



4. 	Cafe Odyssey	
	320 South Avenue
	Mall of America
	Bloomington, MN  55425


Schedule 3.15
Contingent Liabilities

The Kenwood Restaurant opened in December 1996 under the name
Hotel Discovery and was closed by the Company in August 1999. In November 1999,
the Company assigned the related lease (described below) in connection with the
pending sale of restaurant assets to a third party, who subsequently reopened
the restaurant under another name and continues to operate the same. The
property is approximately 17,000 square feet in size on three levels and is
located at the northeast corner of Sycamore Plaza at Kenwood Shopping Center in
Cincinnati, Ohio. Although the third party has paid all payments due under the
lease since November 1999, the Company remains primarily obligated under the
lease. 

The initial term of the lease is 15 years with an option for
two additional five-year periods. The lease provides for the payment of both a
monthly fixed minimum rent and a percentage rent based on gross sales in excess
of an escalating base amount. The monthly fixed minimum rent is $12,833 for the
first five years of the initial lease term, $14,117 for the sixth through tenth
years of the initial lease term, $15,400 for the eleventh through fifteenth
years of the initial lease term.

In addition to the fixed minimum rent, the lease provides for
the payment of a percentage rent equal to 4% of the gross sales from the
restaurant in excess of the following annual gross sales amounts; $3,850,000 for
the first five years of the initial lease term, $4,235,000 for the sixth through
tenth years of the initial lease term, $4,620,000 for the eleventh through
fifteenth years of the initial lease term. No percentage rent was paid in 1998
or 1999. In addition to the fixed minimum rent and percentage rent, the Company
is required to pay its proportionate share of common area maintenance costs;
taxes, insurance, maintenance and operating costs. 
Schedule 4.7
Encumbrances

See Schedule 3.6.



















EX-10.61
33
exh1061.htm
EXHIBIT













Exhibit 10.61



NEITHER THIS NOTE NOR THE SHARES OF COMMON STOCK ISSUABLE
UPON CONVERSION HEREUNDER HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION (TOGETHER, THE
"SECURITIES LAWS") AND MAY NOT BE OFFERED FOR SALE, SOLD OR
OTHERWISE  TRANSFERRED  OR  ENCUMBERED  IN  THE  ABSENCE  OF COMPLIANCE WITH
SUCH SECURITIES LAWS AND UNTIL THE COMPANY (AS DEFINED HEREIN) THEREOF SHALL
HAVE RECEIVED AN OPINION FROM COUNSEL REASONABLY ACCEPTABLE TO IT THAT THE
PROPOSED DISPOSITION WILL NOT VIOLATE ANY APPLICABLE SECURITIES LAWS.  

POPMAIL.COM, INC.

CONVERTIBLE PROMISSORY NOTE
WITH COGNOVIT PROVISION

	Irving, Texas
$200,000.00	December 21, 2000

	THIS CONVERTIBLE PROMISSORY NOTE (the
"Note") is a duly authorized Convertible Promissory Note of
PopMail.com., inc., a corporation duly organized and existing under the laws of
the State of Minnesota (the "Company"), designated as its 12%
Convertible Promissory Note Due January 5, 2002, in an aggregate principal
amount not exceeding U.S. $200,000 (the "Note").

	FOR VALUE RECEIVED, the Company promises to pay to
The Shaar Fund Ltd. ("Holder"), in lawful money of the United
States of America, the principal sum of Two Hundred Thousand Dollars
($200,000.00), together with interest in arrears on the unpaid principal balance
at a rate equal to Twelve Percent (12%) per annum, in the manner provided below.
Interest shall be calculated on the basis of a 360-day year of twelve 30-day
months and accrued on a daily basis for the actual number of days elapsed from
the date hereof on the principal balance from time to time outstanding as
hereinafter provided.

1.	Payments.

 	1.1	Principal and Interest. Accrued interest
under this Note shall be due and payable in quarterly installments on February
1, 2001, May 1, 2001, August 1, 2001 and November 1, 2001 and the entire
outstanding principal balance of the Note, together with all accrued but unpaid
interest thereon, shall be due and payable in full on January 5, 2002 (the
"Maturity Date"). Notwithstanding anything to the contrary
contained herein, upon Holder's consent, which shall be made in its sole and
absolute discretion, Company may pay any portion of the quarterly installments
of accrued interest payable hereunder with shares of Company's common stock, par
value $.01 per share (the "Common Stock").  The value of the
Common Stock used to pay any such quarterly installments of accrued interest
shall be determined by the closing sale price of the Common Stock as reported by
Nasdaq on the preceding trading day before the quarterly installment is
paid.

1.2	Manner of Payment.  Except as otherwise
provided herein, all payments of principal and interest on this Note shall be
made in immediately available funds.  If any payment of principal or interest on
this Note is due on a day which is not a Business Day, such payment shall be due
on the next succeeding Business Day, and such extension of time shall not be
taken into account in calculating the amount of interest payable under this
Note.  "Business Day" means any day other than a Saturday,
Sunday or legal holiday in the State of New York.

1.3	Prepayment.  The Company may, without premium
or penalty, at any time and from time to time, prepay all or any portion of the
outstanding principal balance due under this Note, provided that each such
prepayment is accompanied by the accrued interest on the amount of principal
prepaid calculated to the date of such prepayment.  The Company shall provide
Holder with not less than fifteen (15) days written notice prior to such
prepayment.  In the event a transaction described in Section 4.3 hereof is
contemplated prior to or contemporaneous with prepayment, said written notice
shall include the information specified in the notice made pursuant to Section
4.3 hereof.  
1.4	Default Interest.  Upon the occurrence of an
Event of Default (as defined below), this Note shall accrue interest at a
default rate of interest equal to the lesser of 18% per annum or the maximum
rate permitted under New York Law.

2.	Default.

	2.1	Event of Default.  The occurrence of any
one or more of the following events with respect to Company shall, upon 30 days'
written notice to the Company, constitute an event of default hereunder
("Event of Default") provided that, the events set forth in
Sections 2.1(a), 2.1(b), 2.1(c) and 2.1(d) shall constitute an Event of Default
immediately upon their occurrence and Lender shall not be required to provide
the 30 days written notice for any such event:

(a)	If Company shall fail to pay when due any payment of
principal or interest or other amount due on this Note.

(b)	If, pursuant to or within the meaning of the United
States Bankruptcy Code or any other federal or state law relating to insolvency
or relief of debtors (a "Bankruptcy Law"), the Company shall
(i) commence a voluntary case or proceeding; (ii) consent to the entry of an
order for relief against it in an involuntary case; (iii) consent to the
appointment of a trustee, receiver, assignee, liquidator or similar official;
(iv) make an assignment for the benefit of its creditors; or (v) admit in
writing its inability to pay its debts as they become due.







If a court of competent jurisdiction enters an order or
decree under any Bankruptcy Law that (i) is for relief against the Company in an
involuntary case, (ii) appoints a trustee, receiver, assignee, liquidator or
similar official for the Company or substantially all of the Company=s
properties, or (iii) orders the liquidation of the Company, and in each case the
order or decree is not dismissed within  30 days.





	(d)  	If an event of default occurs as defined in that
certain Loan Agreement executed on or about December 21, 2000 by and between the
Company, Holder, the Company's subsidiaries and SDK Investments, Inc. (the
"Loan Agreement") or an event of default occurs as defined in
any of the Loan Documents, regardless of whether or not such event of default is
caused by Company or any of its subsidiaries or affiliates who are a party to
the Loan Agreement or the Loan Documents.

	(e) 	A breach of any obligation or covenant of Company
set forth in this Note.







Any representation or warranty made in writing to
Holder by Company made in this Note or in connection with the making of the Loan
shall prove at any time to have been incorrect or materially misleading when
made.








Notice by the Company. The Company shall notify
Holder in writing within five days after the occurrence of any Event of Default
of which the Company acquires knowledge.

Remedies.  Upon the occurrence of any Event
of Default hereunder as above provided, and at any time thereafter, all
principal, interest and other amounts payable under this Note shall, at the
option of Holder, become immediately due and payable without presentment,
demand, protest or other notice of any kind, all of which are expressly waived
by Company.  Holder may proceed with every remedy available at law or in equity
or provided for in the Loan Documents or in any other document executed in
connection with the Loan, in such order or sequence as Holder may determine in
its sole discretion, including concurrently, independently, or successively, and
all expenses incurred by Holder in connection with any remedy shall be deemed
indebtedness of Company to Holder including, but not limited to, reasonable
attorneys' fees incurred by Holder.



3.	Conversion.




Holder Conversion.  









The Holder shall have the right, at the Holder's option,
at any time prior to payment in full of the principal balance of this Note, to
convert this Note, in accordance with the provisions of Section 3.2 hereof, in
whole or in part, into fully paid and nonassessable shares of Common Stock (the
"Common Stock") of the Company.  The number of shares of Common
Stock into which this Note may be converted ("Conversion
Shares") shall be determined by dividing: [A] the sum of (i) the
outstanding principal amount of the Note to be converted, (ii) all accrued
interest thereon to the date of conversion, and (iii) all other indebtedness
Company owes Holder under this Note, by [B] the amount equal to 140% of the
"Market Price" of the Common Stock (the "Conversion
Price"). 





 		(b) 	Notwithstanding Section 3.1(a), in the event
that Company has paid any amount it owes to Holder pursuant to this Note
("Partial Payment"), then from the date of the Partial Payment
for a period of 90 days, Holder shall have the right to purchase at a strike
price equal to the Conversion Price (the "Purchase Price") a
certain number of shares of the Common Stock (the "Purchase
Right").  The number of shares of Common Stock that Holder may purchase
shall be determined by dividing the Partial Payment by the Conversion Price.
For purposes of this Note, any shares of Common Stock that Holder purchases
pursuant to its Purchase Right shall be considered Conversion Shares.  The
Purchase Right may be exercised by Holder, in whole or in part, by written
notice to the Company, together with payment by Holder to the Company of the
Purchase Price in immediately available funds.

3.2	Conversion Procedure.

(a)	Notice of Conversion and Purchase Right
Pursuant to Section 3.1.  Before the Holder shall be entitled to convert
this Note into shares of Common Stock, it shall surrender this Note at the
office of the Company and shall give written notice  in the form attached hereto
as Exhibit A (the "Holder Conversion Notice") to the
Company at its principal corporate office, of the election to convert all or a
portion of this Note pursuant to Section 3.1(a).  If this Note is converted in
part only, the Company shall execute and deliver a new note to the Holder
thereof in the principal amount equal to the portion of this Note not so
converted.  Before the Holder may exercise its Purchase Right, it shall give
written notice to the Company at its principal corporate office, of its exercise
of its Purchase Right pursuant to Section 3.1(b) prior to the expiration of the
90-day period the Purchase Right is available.







Mechanics and Effect of Conversion.  No
fractional shares of Common Stock shall be issued upon conversion of this Note
or exercise of the Purchase Right.  Upon the conversion of this Note pursuant to
Section 3.1(a) above, the Holder shall surrender this Note, duly endorsed, at
the principal office of the Company.  At its expense, the Company shall, as soon
as practicable after receiving the Holder Conversion Notice or notice of
Holder's exercise of its Purchase Right, issue and deliver to such Holder at
such principal office a certificate or certificates for the number of shares of
Common Stock to which the Holder shall be entitled upon such conversion or
purchase (bearing such legends as are required by the Loan Agreement or
applicable state and federal securities laws in the opinion of counsel to the
Company), together with a new note for the principal amount of the Note that was
not converted, if any.  Upon conversion of all or a portion of this Note, the
Company shall be forever released from all its obligations and liabilities under
this Note, to the extent of the principal amount so converted.

Market Price.  The term "Market
Price" shall mean the lower of (i) the lowest trade of the Company's
Common Stock as reported by Nasdaq or (ii) the lowest price for which the
Company sells a share of Common Stock, each determined during the period
commencing thirty (30) days prior to the date of the Closing and ending thirty
(30) days after the date of the Closing.  





3.3	Limitations on Conversion.  Unless the Company
shall have obtained the approval of its voting shareholders to such issuance in
accordance with the rules of Nasdaq or any other stock market rules with which
the Company shall be required to comply, but only to the extent required
thereby, the Company shall not issue shares of its Common Stock (i) upon
conversion of any of the principal sum outstanding hereunder, or (ii) as
interest on the principal sum due hereunder, if such issuance of Common Stock,
when added to the number of shares of Common Stock previously issued by the
Company (x) upon conversion of the principal sum due under the Note and (y) in
payment of interest due under the Note, would equal or exceed 20 percent of the
number of shares of the Company's Common Stock that were issued and outstanding
on the date hereof (the "Maximum Issuance Amount").  In the
event that a properly executed Holder Conversion Notice is received by the
Company which would require the Company to issue shares of Common Stock equal to
or in excess of the Maximum Issuance Amount, the Company shall honor such
conversion request by (a) converting the amount of the principal and interest
stated in such conversion notice that is not in excess of the Maximum Issuance
Amount and (b) paying the remaining principal and interest due requested by
Holder to be converted; provided that, Company shall first use its best efforts
to obtain as soon as practicable after obtaining a Holder Conversion Notice the
approval of its voting shareholders to issue Conversion Shares in excess of the
Maximum Issuance Amount.

4.	Anti-Dilution Adjustments.

4.1	Adjustments for Stock Splits and Subdivisions.
In the event the Company should at any time or from time to time after the date
of issuance hereof fix a record date for the effectuation of a split or
subdivision of the outstanding shares of Common Stock or the determination of
holders of Common Stock entitled to receive a dividend or other distribution
payable in additional shares of Common Stock or other securities or rights
convertible into, or entitling the holder thereof to receive directly or
indirectly, additional shares of Common Stock (hereinafter referred to as
"Common Stock Equivalents") without payment of any consideration by
such holder for the additional shares of Common Stock or the Common Stock
Equivalents (including the additional shares of Common Stock issuable upon
conversion or exercise thereof), then, as of such record date (or the date of
such dividend distribution, split or subdivision if no record date is fixed),
the Conversion Price of this Note shall be appropriately decreased so that the
number of shares of Common Stock issuable upon conversion of this Note shall be
increased in proportion to such increase of outstanding shares.

4.2	Adjustments for Reverse Stock Splits. 
If the number of shares of Common Stock outstanding at any time after the date
hereof is decreased by a combination of the outstanding shares of Common Stock
through a reverse stock split, then, following the record date of such
combination, the Conversion Price for this Note shall be appropriately increased
so that the number of shares of Common Stock issuable on conversion of this Note
shall be decreased in proportion to such decrease in outstanding shares.

4.3	Adjust for Reorganization, Reclassification, Merger
and Sale.  If any capital reorganization or reclassification of the capital
stock of the Company, or consolidation or merger of the Company with another
corporation, or the sale of all or substantially all of its assets to another
corporation shall be effected in such a way that holders of the Company's Common
Stock shall be entitled to receive stock, securities or assets with respect to
or in exchange for such common shares, then, as a condition of such
reorganization, reclassification, consolidation, merger or sale, the Holder
shall have the right to convert and receive upon the basis and upon the terms
and conditions specified in this Note and in lieu of the shares of the Common
Stock of the Company immediately theretofore convertible and receivable upon the
exercise of the rights represented hereby, such shares of stock, other
securities or assets as would have been issued or delivered to the Holder as if
it had exercised this Note and had received such shares of common stock prior to
such reorganization, reclassification, consolidation, merger or sale.  The
Company shall not effect any such consolidation, merger or sale, unless prior to
the consummation thereof the successor corporation (if other than the Company)
resulting from such consolidation or merger or the corporation purchasing such
assets shall assume by written instrument executed and mailed to the registered
Holder of this Note at the last address of such Holder appearing on the books of
the Company, the obligation to deliver to such Holder such shares of stock,
securities or assets as, in accordance with the foregoing provisions, such
Holder may be entitled to convert.

4.4	Other Adjustment.  If the Company takes
any other action, or if any other event occurs which does not come within the
scope of the provisions of Sections 4.1 through 4.3, but which should result in
an adjustment in the Conversion Price and/or the number of shares subject to
this Note in order to fairly protect the purchase rights of the Holder, an
appropriate adjustment in such purchase rights shall be made by the Company.

4.5	Reservation of Stock Issuable Upon Conversion.
The Company shall at all times reserve and keep available out of its authorized
but unissued shares of Common Stock solely for the purpose of effecting the
issuance of the Conversion Shares such number of its shares of Common Stock as
shall from time to time be sufficient to issue the Conversion Shares; and if at
any time the number of authorized but unissued shares of Common Stock shall not
be sufficient to effect the issuance of the Conversion Shares,  in addition to
such other remedies as shall be available to the holder of this Note, the
Company will use its best efforts to take such corporate action as may, in the
opinion of Holder's counsel, be necessary to increase its authorized but
unissued shares to such number of shares as shall be sufficient for such
purposes.

5.	Miscellaneous.

5.1	Waiver.  The rights and remedies of Holder
under this Note shall be cumulative and not alternative.  No waiver by Holder of
any right or remedy under this Note shall be effective unless in a writing
signed by Holder.  Neither the failure nor any delay in exercising any right,
power or privilege under this Note will operate as a waiver of such right, power
or privilege and no single or partial exercise of any such right, power or
privilege by Holder will preclude any other or further exercise of such right,
power or privilege or the exercise of any other right, power or privilege.  To
the maximum extent permitted by nonwaivable applicable law, (a) no claim or
right of Holder arising out of this Note can be discharged by Holder, in whole
or in part by a waiver or renunciation of the claim or right unless in a
writing, signed by Holder; (b) no waiver that may be given by Holder will be
applicable except in the specific instance for which it is given; and (c) no
notice to or demand on the Company will be deemed to be a waiver of any
obligation of the Company or of the right of Holder to take further action
without notice or demand as provided in this Note.  The Company hereby waives
presentment, demand, protest and notice of dishonor and protest.

5.2	Notices.  The Company shall give any notice
required or permitted to be given hereunder to the Holder or the Holder to the
Company in accordance with the Loan Agreement. 

5.3	Severability.  If any court of competent
jurisdiction holds any provision in this Note invalid or unenforceable, the
other provisions of this Note will remain in full force and effect. Any
provision of this Note held invalid or unenforceable only in part or degree will
remain in full force and effect to the extent not held invalid or
unenforceable.

5.4	Governing Law.  This Note will be governed by
the laws of the State of New York without regard to conflicts of laws
principles.

5.5	Parties in Interest; Assignment.  This Note
shall bind the Company and its successors and assigns.  Subject to the
provisions of the legend on this Note, the Holder may assign this Note upon
providing Company notice of such assignment.




Section Headings, Construction.  The headings of
Sections in this Note are provided for convenience only and will not affect its
construction or interpretation.  All references to "Section" or
"Sections" refer to the corresponding Section or Sections of this Note
unless otherwise specified.



5.7  	Capitalized Terms.  All capitalized terms
used in this Note and not defined herein shall have the same meaning as in the
Loan Agreement.  
	5.8	Gender.  All words used in this Note will
be construed to be of such gender or number, as the circumstances require.
Unless otherwise expressly provided, the words "hereof" and
"hereunder" and similar references refer to this Note in its entirety
and not to any specific section or subsection hereof.

	5.9 	 JURY WAIVER.  THE UNDERSIGNED AND HOLDER
(BY ITS ACCEPTANCE HEREOF) HEREBY VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND
UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY
DISPUTE (WHETHER BASED UPON CONTRACT TORT OR OTHERWISE) BETWEEN OR AMONG THE
UNDERSIGNED AND HOLDER ARISING OUT OF OR IN ANY WAY RELATED TO THIS DOCUMENT,
ANY OTHER RELATED DOCUMENT, OR ANY RELATIONSHIP BETWEEN HOLDER AND THE
UNDERSIGNED.  THIS PROVISION IS A MATERIAL INDUCEMENT TO HOLDER TO PROVIDE THE
FINANCING DESCRIBED HEREIN OR IN THE OTHER LOAN DOCUMENTS.

5.10	Jurisdiction.  Company, by its execution
hereof (i) hereby irrevocably submits to the exclusive jurisdiction of the State
of New York and to the exclusive jurisdiction of the United States District
Court for the Southern District of New York for the purpose of any suit, action
or other proceeding arising out of or based upon this Note, the Loan Agreement
or any Loan Document or the subject matter hereof or thereof brought by Holder
or its successors or assigns, and (ii) agrees not to assert, by way of motion,
as a defense or otherwise, in any such proceeding, any claim that Company is not
subject personally to the jurisdiction of the above-named courts, that Company's
property is exempt or immune from attachment or execution, that any such
proceeding brought in one of the above-named courts is brought in an
inconvenient forum, that the venue of any such proceeding brought in one of the
above-named courts in improper, or that this Note, the Loan Agreement or any
Loan Document, or the subject matter hereof or thereof, may not be enforced in
or by such court.

CONFESSION OF JUDGMENT.  UPON AN EVENT OF DEFAULT,
COMPANY HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY-AT-LAW TO APPEAR
IN ANY COURT OF RECORD AND TO CONFESS JUDGMENT AGAINST COMPANY FOR THE UNPAID
AMOUNT OF THIS NOTE, PLUS ATTORNEYS' FEES AS PROVIDED IN THIS NOTE, PLUS COSTS
OF SUIT, AND TO RELEASE ALL ERRORS, AND WAIVE ALL RIGHTS OF APPEAL.   IF A COPY
OF THE NOTE, VERIFIED BY AN AFFIDAVIT, SHALL HAVE BEEN FILED IN THE PROCEEDING,
IT WILL NOT BE NECESSARY TO FILE THE ORIGINAL AS A WARRANT OF ATTORNEY.  COMPANY
WAIVES THE RIGHT TO ANY STAY OF EXECUTION AND THE BENEFIT OF ALL EXEMPTION LAWS
NOW OR HEREAFTER IN EFFECT. NO SINGLE EXERCISE OF THE FOREGOING WARRANT AND
POWER TO CONFESS JUDGMENT WILL BE DEEMED TO EXHAUST THE POWER, WHETHER OR NOT
ANY SUCH EXERCISE SHALL BE HELD BY ANY COURT TO BE INVALID, VOIDABLE, OR VOID;
BUT THE POWER WILL CONTINUE UNDIMINISHED AND MAY BE EXERCISED FROM TIME TO TIME
AS HOLDER MAY ELECT UNTIL ALL AMOUNTS OWING ON THIS NOTE HAVE BEEN PAID IN
FULL.

WARNING - BY SIGNING THIS PAPER YOU GIVE UP YOUR
RIGHT TO NOTICE AND COURT TRIAL.  IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY
BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN
BE USED TO COLLECT FROM REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE
CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY
WITH THE AGREEMENT, OR ANY OTHER CAUSE.


IN WITNESS WHEREOF, the Company has executed and
delivered this Note as of the date first stated above.

POPMAIL.COM, INC.


By:______________________________
Title:____________________________



Acknowledged and agreed to this 
21st day of December, 2000.


THE SHAAR FUND LTD.,



By:	Shaar Advisory Services, N.V.

 (the advisor to The Shaar Fund Ltd.)


By:  						


Name:   W. J. Langeveld

Title:      Managing Director





	EXHIBIT A



NOTICE OF CONVERSION
AT THE ELECTION OF THE HOLDER

(To Be Signed Only Upon Conversion of Note)


TO POPMAIL.COM, INC.

The undersigned, the holder of the foregoing Note, hereby
surrenders such Note for conversion into shares of Common Stock of POPMAIL.COM,
INC., to the extent of $_____ of the unpaid principal amount of such Note, and
requests that the certificates for such shares be issued  in  the  name  of,
and  delivered  to,  ______________  whose  address  is
________________________________.  


Dated: __________________________________



_________________________________














 (Signature must conform in all respects to 













name of holder as specified on the face of 
the Note)



_________________________________
(Address)


EX-10.62
34
exh1062.htm
EXHIBIT











Exhibit 10.62


AMENDMENT NO. 2 TO THE LOAN AGREEMENT AND NOTES


	This Amendment No. 2 to the Loan Agreement and Notes is entered into
on February 8, 2001 by and among GSI Ventures, LLC, an Ohio limited liability
company ("Lender") PopMail.com, inc., a Minnesota corporation (the
"Borrower"), SDK Investments, Inc., an Ohio corporation ("SDKI"),
PopMail Network, Inc., a Texas corporation ("PNI"), Fan Asylum, Inc., a
California corporation ("FAI"), Café Odyssey, LLC, a Minnesota
limited liability company ("COL") to amend (i) that certain Loan
Agreement dated December 1, 2000, as amended on December 8, 2000, by and between
the parties hereto, and (ii) the Notes (as defined below). 

	In consideration of the mutual covenants and agreements contained herein
and other good and valuable consideration, the receipt, sufficiency and adequacy
of which are hereby acknowledged, the parties hereby covenant and agree as
follows:



Amendment to Agreement. The parties do hereby agree to amend the
Agreement as follows:



New Section 2.4.  A new Section 2.4 is hereby added to the Agreement
immediately following Section 2.3 and reads as follows:








Particular Provisions in the Warrants.  The Lender Warrant issued
pursuant to this Agreement shall include a provision that, at the sole
discretion of the Lender, allows for the issuance of shares of Common Stock to
the members of the Lender upon exercise of the Lender Warrant. All Warrants
issued pursuant to this Agreement shall have a provision substantially similar
to the following:





Notwithstanding anything herein to the contrary, in no event shall the
holder be permitted to exercise this Warrant for shares of Common Stock to the
extent that (x) the number of shares of Common Stock beneficially owned by such
Holder (other than shares of Common Stock issuable upon exercise of this
Warrant) plus (y) the number of shares of Common Stock issuable upon exercise of
this Warrant, would be equal to or exceed 4.9% of the number of shares of Common
Stock then issued and outstanding, including shares issuable upon exercise of
this Warrant held by such holder after application of this Section ___.  As used
herein, beneficial ownership shall be determined in accordance with Section
13(d) of the Exchange Act.  To the extent that the limitation contained in this
Section ___ applies, the determination of whether this Warrant is exercisable
(in relation to other securities owned by the holder) and of which a portion of
this Warrant is exercisable shall be in the sole discretion of such holder, and
the submission of a Notice of Exercise shall be deemed to be such holder's
determination of whether this Warrant is exercisable (in relation to other
securities owned by such holder) and of which portion of this Warrant is
exercisable, in each case subject to such aggregate percentage limitation, and
the Company shall have no obligation to verify or confirm the accuracy of such
determination.  Nothing contained herein shall be deemed to restrict the right
of a holder to exercise this Warrant into shares of Common Stock at such time as
such exercise will not violate the provisions of this Section ___.  The
provisions of this Section ___ may be waived by the Holder of this Warrant upon,
at the election of the Holder, with 61 days' prior notice to the Company, and
the provisions of this Section ___ shall continue to apply until such
61st day (or such later date as may be specified in such notice of
waiver).  No exercise of this Warrant in violation of this Section ___ but
otherwise in accordance with this Warrant shall affect the status of the Common
Stock issued upon such exercise as validly issued, fully-paid and
nonassessable.






New Section 1.7.  A new Section 1.7 is added to the Agreement
immediately following Section 1.6,  and  reads as follows:





Limitations on Issuance of Common Stock.  The Notes issued pursuant to
this Agreement shall include a provision substantially similar to the
following:


Notwithstanding anything herein to the contrary, in no event shall the
Holder be permitted to receive Conversion Shares upon exercising its conversion
rights or Common Stock as payment for accrued interest on this Note
(collectively referred to as "Conversion Rights") to the extent that
(x) the number of shares of Common Stock beneficially owned by the Holder (other
than shares of Common Stock issuable upon exercise of Holder's Conversion
Rights) plus (y) the number of shares of Common Stock issuable upon exercise of
the Holder's Conversion Rights, would be equal to or exceed 4.9% of the number
of shares of Common Stock then issued and outstanding, including shares issuable
upon exercise of the Holder's Conversion Rights after application of this
Section ___.  As used herein, beneficial ownership shall be determined in
accordance with Section 13(d) of the Securities Exchange Act of 1934 (the
"Exchange Act").  To the extent that the limitation contained in this
Section ___ applies, the determination of whether Holder may exercise its
Conversion Rights (in relation to other securities owned by the Holder) and of
which a portion of the Conversion Rights are exercisable shall be in the sole
discretion of the Holder, and the submission of a Holder Conversion Notice (or
written notice in the case of payment of accrued interest in shares of Common
Stock) shall be deemed to be the Holder's determination of whether the
Conversion Rights are exercisable (in relation to other securities owned by the
Holder) and of which portion of the Conversion Rights are exercisable, in each
case subject to such aggregate percentage limitation, and the Company shall have
no obligation to verify or confirm the accuracy of such determination.  Nothing
contained herein shall be deemed to restrict the right of the Holder to exercise
its Conversion Rights at such time as such exercise will not violate the
provisions of this Section ___.  The provisions of this Section ___ may be
waived by the Holder upon, at the election of the Holder, 61 days' prior notice
to the Company, and the provisions of this Section ___ shall continue to apply
until such 61st day (or such later date as may be specified in such
notice of waiver).  No exercise of the Conversion Rights in violation of this
Section ___ but otherwise in accordance with this Note shall affect the status
of the Common Stock issued upon such exercise as validly issued, fully-paid and
nonassessable.


Amendment To Notes.  Those certain series of Convertible Promissory
Notes With Cognovit Provision issued by the Company pursuant to the Agreement
and dated December 1, 2000 in the amount of $400,000, December 8, 2000 in the
amount of $100,000, December 13, 2000 in the amount of $100,000 and December 15,
2000 in the amount of $100,000 (collectively the "Notes" or
individually as a "Note") are hereby amended as follows:





New Section 3.4.  A new Section 3.4 is added to the Notes immediately
following Section 3.3, which shall read as follows:

Limitations on Issuance of Common Stock.  Notwithstanding anything
herein to the contrary, in no event shall the Holder be permitted to receive
Conversion Shares upon exercising its conversion rights or Common Stock as
payment for accrued interest on this Note (collectively referred to as
"Conversion Rights") to the extent that (x) the number of shares of
Common Stock beneficially owned by the Holder (other than shares of Common Stock
issuable upon exercise of Holder's Conversion Rights) plus (y) the number of
shares of Common Stock issuable upon exercise of the Holder's Conversion Rights,
would be equal to or exceed 4.9% of the number of shares of Common Stock then
issued and outstanding, including shares issuable upon exercise of the Holder's
Conversion Rights after application of this Section 3.4.  As used herein,
beneficial ownership shall be determined in accordance with Section 13(d) of the
Securities Exchange Act of 1934 (the "Exchange Act").  To the extent
that the limitation contained in this Section 3.4 applies, the determination of
whether Holder may exercise its Conversion Rights (in relation to other
securities owned by the Holder) and of which a portion of the Conversion Rights
are exercisable shall be in the sole discretion of the Holder, and the
submission of a Holder Conversion Notice (or written notice in the case of
payment of accrued interest in shares of Common Stock) shall be deemed to be the
Holder's determination of whether the Conversion Rights are exercisable (in
relation to other securities owned by the Holder) and of which portion of the
Conversion Rights are exercisable, in each case subject to such aggregate
percentage limitation, and the Company shall have no obligation to verify or
confirm the accuracy of such determination.  Nothing contained herein shall be
deemed to restrict the right of the Holder to exercise its Conversion Rights at
such time as such exercise will not violate the provisions of this Section 3.4.
The provisions of this Section 3.4 may be waived by the Holder upon, at the
election of the Holder, 61 days' prior notice to the Company, and the provisions
of this Section 3.4 shall continue to apply until such 61st day (or
such later date as may be specified in such notice of waiver).  No exercise of
the Conversion Rights in violation of this Section 3.4 but otherwise in
accordance with this Note shall affect the status of the Common Stock issued
upon such exercise as validly issued, fully-paid and nonassessable.

Section 3.2(c).  Section 3.2(c) is hereby amended and superceded in
its entirety with the following:



(c)	Market Price.  The term "Market Price" shall mean
$.125.


Capitalized Terms.  All capitalized terms not otherwise defined
herein shall have the same meaning as in the Agreement or the Notes.

<SIGNATURE PAGE TO FOLLOW>

In Witness Whereof, the parties hereto have executed this Amendment No 2 to
the Loan Agreement and Notes as of the date first written above.

BORROWER:
POPMAIL.COM, INC., 

By:						

Its:___________________________

PMI:
POPMAIL NETWORK, INC.

By:						

Its:___________________________

LENDER:
GSI VENTURES, LLC,

By: SDK INVESTMENTS, INC., Manager
By:___________________________________
Stephen D. King
President

FAI:
FAN ASYLUM, INC.

By:						

Its:___________________________

SDKI:
SDK INVESTMENTS, INC., 

By:						

Stephen D. King
President

COL:
CAFE ODYSSEY, LLC

By:						

Its:___________________________






















EX-10.63
35
exh1063.htm
EXHIBIT











Exhibit 10.63


	STOCK PURCHASE AGREEMENT


	BETWEEN


	TIM McQUAID 


	AND


	PopMail.com, inc.



	February 14, 2001





	STOCK PURCHASE AGREEMENT

This Agreement entered into as of February 14, 2001, by and among
PopMail.com, inc., a Minnesota corporation ("Seller" and/or
"Shareholder"), and Tim McQuaid ("Buyer"). The Seller and
Buyer are referred to collectively herein as the "Parties," and
individually as a "Party."

The Seller owns all of the outstanding capital stock of Fan Asylum, Inc., a
California corporation (the "Target").

This Agreement contemplates a transaction in which the Buyer will purchase
from the Seller, and the Seller will sell to the Buyer, all of the outstanding
capital stock of the Target in return for cash and the other consideration set
forth herein.


1. Definitions.


"Adverse Consequences" means all actions, suits, proceedings,
hearings, investigations, charges, complaints, claims, demands, injunctions,
judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs,
reasonable amounts paid in settlement, liabilities, obligations, taxes, liens,
losses, expenses, and fees, including court costs and reasonable attorneys' fees
and expenses.

"Affiliate" has the meaning set forth in Rule 12b-2 of the regulations
promulgated under the Securities Exchange Act.

"Affiliated Group" means any affiliated group within the meaning of
Code  1504(a) or any similar group defined under a similar provision of state,
local or foreign law.

"Allocable Portion" means with respect to the share of any Seller in a
particular amount that fraction equal to the number of Target Shares the Seller
holds as set forth in  4(b) of the Disclosure Schedule over the total number of
outstanding Target Shares.

"Buyer" has the meaning set forth in the preface above.




"Cash" means cash and cash equivalents (including marketable
securities and short term investments) calculated in accordance with GAAP
applied on a basis consistent with the preparation of the Financial
Statements.

"Closing" has the meaning set forth in  2(f) below.

"Closing Date" has the meaning set forth in  2(f) below.

"COBRA" means the requirements of Part 6 of Subtitle B of Title I of
ERISA and Code  4980B.

"Code" means the Internal Revenue Code of 1986, as amended.

"Confidential Information" means any information concerning the
businesses and affairs of the Target that is not already generally available to
the public.

"Employee Benefit Plan" means any (a) nonqualified deferred
compensation or retirement plan or arrangement, (b) qualified defined
contribution retirement plan or arrangement which is an Employee Pension Benefit
Plan, (c) qualified defined benefit retirement plan or arrangement which is an
Employee Pension Benefit Plan (including any Multiemployer Plan), or (d)
Employee Welfare Benefit Plan or material fringe benefit or other retirement,
bonus, or incentive plan or program.

"Employee Pension Benefit Plan" has the meaning set forth in ERISA
 3(2).

"Employee Welfare Benefit Plan" has the meaning set forth in ERISA
 3(1).

"Environmental, Health, and Safety Requirements" shall mean all
federal, state, local and foreign statutes, regulations, and ordinances
concerning public health and safety, worker health and safety, and pollution or
protection of the environment, including without limitation all those relating
to the presence, use, production, generation, handling, transportation,
treatment, storage, disposal, distribution, labeling, testing, processing,
discharge, release, threatened release, control, or cleanup of any hazardous
materials, substances or wastes, as such requirements are enacted and in effect
on or prior to the Closing Date.

"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

"ERISA Affiliate" means each entity which is treated as a single
employer with Seller for purposes of Code  414.
"GAAP" means United States generally accepted accounting principles as
in effect from time to time.

"Income Tax" means any federal, state, local, or foreign income tax,
including any interest, penalty, or addition thereto, whether disputed or
not.

"Income Tax Return" means any return, declaration, report, claim for
refund, or information return or statement relating to Income Taxes, including
any schedule or attachment thereto.

"Knowledge" means actual knowledge without independent investigation.

"Multiemployer Plan" has the meaning set forth in ERISA  3(37).

"Ordinary Course of Business" means the ordinary course of business
consistent with part custom and practice (including with respect to quantity and
frequency).

"Party" has the meaning set forth in the preface above.

"PBGC" means the Pension Benefit Guaranty Corporation.

"Person" means an individual, a partnership, a corporation, an
association, a joint stock company, a trust, a joint venture, an unincorporated
organization, or a governmental entity (or any department, agency, or political
subdivision thereof).

"Purchase Price" has the meaning set forth in  2(b) below.

"Reportable Event" has the meaning set forth in ERISA  4043.

"Securities Act" means the Securities Act of 1933, as amended.

"Securities Exchange Act" means the Securities Exchange Act of 1934,
as amended.

"Security Interest" means any mortgage, pledge, lien, encumbrance,
charge, or other security interest, other than (a) mechanic's, materialmen's,
and similar liens, (b) liens for taxes not yet due and payable or for taxes that
the taxpayer is contesting in good faith through appropriate proceedings, (c)
purchase money liens and liens securing rental payments under capital lease
arrangements, and (d) other liens arising in the Ordinary Course of Business and
not incurred in connection with the borrowing of money.

"Seller" has the meaning set forth in the preface above.

"Subsidiary" means any corporation with respect to which a specified
Person (or a Subsidiary thereof) owns a majority of the common stock or has the
power to vote or direct the voting of sufficient securities to elect a majority
of the directors.

"Target" has the meaning set forth in the preface above.

"Target Share" means any share of the Common Stock of the Target.

"Third Party Claim" has the meaning set forth in  8(d) below.

2. Purchase and Sale of Target Shares.


(a) Basic Transaction. On and subject to the terms and conditions of
this Agreement, the Buyer agrees to purchase from the Seller, the Seller agrees
to sell to the Buyer, all of its Target Shares for the consideration specified
below in this  2.

(b) Purchase Price. The Buyer agrees to pay to the Seller at the
Closing the "Purchase Price" by delivery of (i) $100,000 in cash by wire
transfer or other delivery of immediately available funds (disbursement of which
is subject to post-closing covenants as described herein), (ii) the forfeiture
of all rights to receive additional PopMail stock, beyond the 87,673 shares
purchased on or about October 12, 2000 which are currently in escrow and to
which he is currently entitled and (iii) the release of all claims against
Seller, Seller's subsidiaries, past and present officers and directors of Seller
and Seller's subsidiaries, and agents, attorneys, consultants and employees of
Seller.  In addition, (A) McQuaid shall not be entitled to the 280,000 earn-out
shares or any shares which would otherwise be issued in connection with his
reset rights under the agreement by which PopMail.com, inc. bought the shares of
Fan Asylum and (B) PopMail.com, inc. shall have a 15% carried interest in
Target, such that if Target shall be sold before January 31, 2004, PopMail.com,
inc. shall receive 15% of the net sales proceeds arising from the sale of
Target.

(c)  Liabilities of Target.  Buyer takes the stock of Target subject
to all the liabilities of Target as they existed as of the Closing Date.

(d)	Releases.  On Closing, Buyer shall release
Seller of any and all claims it may have up through the date of Closing of this
Agreement.  Seller shall release Buyer, Buyer's subsidiaries, past and present
officers and directors of Buyer and Buyer's subsidiaries, and agents, attorneys,
consultants and employees of Buyer of any and all claims it may have against
Buyer up through the date of Closing of this Agreement, including any rights
under the Covenant not to Compete contained in the  June 14, 2000 Stock Purchase
Agreement and/or Employment Agreement and/or Non-Compete Agreement between Tim
McQuaid and Popmail.com and Fan Asylum, Inc. (together, the "2000 Stock
Purchase Agreement").

(e)  Popmail Shares.  The 87,673 shares of
PopMail.com, inc. referenced in 2(b) above shall be released from escrow to
Buyer upon the Closing, and shall be included in the next registration statement
which PopMail.com, inc. prepares and be `locked up' (no public sale allowed) for
90 days from the Closing Date.  Provided, however, that if said registration
statement is not accepted, PopMail.com, inc. agrees to include said share on
each subsequent registration statement which it files for any stock of the same
class. 

(f) The Closing. The closing of the transactions
contemplated by this Agreement (the "Closing") shall take place at the
offices of McQuaid, Metzler, Bedford & Van Zandt, commencing at 5:00 p.m.
local time on or before February 15, 2001 or such other date as the Buyer and
Seller may mutually determine (the "Closing Date).

(g) Deliveries at the Closing. At the Closing, (i) the
Seller will deliver to the Buyer the various certificates, instruments, and
documents referred to in  7(a) below, (ii) the Buyer will deliver to the Seller
the various certificates, instruments, and documents referred to in  7(b) below,
(iii) the Seller will deliver to the Buyer stock certificates representing all
of his or its Target Shares, endorsed in blank or accompanied by duly executed
assignment documents, and will deliver all of Target's corporate and financial
records, and the releases of liens described in   3(a)(v) below, iv) the Buyer
will deliver to Seller the cash consideration specified in  2(b) above, and (v)
the Seller will deliver to the Buyer the shares of PopMail.com, inc. described
in  2(e) above. 

3. Representations and Warranties Concerning the
Transaction.


(a) Representations and Warranties of the Seller.
Seller represents and warrants to the Buyer that the statements contained in
this  3(a) are correct and complete as of the date of this Agreement and will be
correct and complete as of the Closing Date (as though made then and as though
the Closing Date were substituted for the date of this Agreement throughout this
 3(a)) with respect to himself or itself, except as set forth herein.

(i) Organization of Seller. Seller is a corporation
duly organized, validly existing, and in good standing under the laws of the
jurisdiction of its incorporation.

(ii) Authorization of Transaction. The Seller has full
power and authority (including, if the Seller is a corporation, full corporate
power and authority) to execute and deliver this Agreement and to perform his or
its obligations hereunder. This Agreement constitutes the valid and legally
binding obligation of the Seller, enforceable in accordance with its terms and
conditions. The Seller need not give any notice to, make any filing with, or
obtain any authorization, consent, or approval of any government or governmental
agency in order to consummate the transactions contemplated by this
Agreement.

(iii) Noncontravention. Other than the liens
specifically identified in  3(a)(v) below, neither the execution and the
delivery of this Agreement, nor the consummation of the transactions
contemplated hereby, will (A) violate any constitution, statute, regulation,
rule, injunction, judgment, order, decree, ruling, charge, or other restriction
of any government, governmental agency, or court to which the Seller is subject
or, if the Seller is a corporation, any provision of its charter or bylaws or
(B) conflict with, result in a breach of, constitute a default under, result in
the acceleration of, create in any party the right to accelerate, terminate,
modify, or cancel, or require any notice under any agreement, contract, lease,
license, instrument, or other arrangement to which the Seller is a party or by
which it is bound or to which any of its assets is subject.

(iv) Brokers' Fees. The Seller has no liability or
obligation to pay any fees or commissions to any broker, finder, or agent with
respect to the transactions contemplated by this Agreement for which the Buyer
could become liable or obligated.

(v) Target Shares. The Seller holds of record and owns
beneficially 1,000 Target Shares, free and clear of any restrictions on transfer
(other than restrictions under the Securities Act and state securities laws),
taxes, Security Interests, options, warrants, purchase rights, contracts,
commitments, equities, claims, and demands.  The Seller is not a party to any
option, warrant, purchase right, or other contract or commitment that could
require the Seller to sell, transfer, or otherwise dispose of any capital stock
of the Target (other than this Agreement). The Seller is not a party to any
voting trust, proxy, or other agreement or understanding with respect to the
voting of any capital stock of the Target.  In addition to, and not by way of
limitation of the foregoing, Seller specifically warrants that it will deliver
the Target Shares free and clear of any liens held or purported to be held by
the Shaar Fund Ltd., SDK Investments, GSI Ventures, LLC, or Stephen King or any
Affiliate of any of them.

(b) Representations and Warranties of the Buyer. Buyer
represents and warrants to the Seller that the statements contained in this
 3(b) are correct and complete as of the date of this Agreement and will be
correct and complete as of the Closing Date (as though made then and as though
the Closing Date were substituted for the date of this Agreement throughout this
 3(b)), except as set forth herein.


(i) Authorization of Transaction. The Buyer has full
power and to execute and deliver this Agreement and to perform his obligations
hereunder. This Agreement constitutes the valid and legally binding obligation
of the Buyer, enforceable in accordance with its terms and conditions. The Buyer
need not give any notice to, make any filing with, or obtain any authorization,
consent, or approval of any government or governmental agency in order to
consummate the transactions contemplated by this Agreement.

(ii) Noncontravention, Neither the execution and the
delivery of this Agreement, nor the consummation of the transactions
contemplated hereby, will (A) violate any constitution, statute, regulation,
rule, injunction, judgment, order, decree, ruling, charge, or other restriction
of any government, governmental agency, or court to which the Buyer is subject
or any provision of its charter or bylaws or (B) conflict with, result in a
breach of, constitute a default under, result in the acceleration of, create in
any party the right to accelerate, terminate, modify, or cancel, or require any
notice under any agreement, contract, lease, license, instrument, or other
arrangement to which the Buyer is a party or by which it is bound or to which
any of its assets is subject.

(iii) Brokers' Fees. Buyer has no liability or
obligation to pay any fees or commissions to any broker, finder, or agent with
respect to the transactions contemplated by this Agreement for which any Seller
could become liable or obligated.

(iv) Investment. The Buyer is not acquiring the Target
Shares with a view to or for sale in connection with any distribution thereof
within the meaning of the Securities Act.

4. Representations and Warranties Concerning the
Target. Subject to the representations and warranties given by the Selling
Shareholders in Article IV of the 2000 Stock Purchase Agreement being correct in
all material respects, Seller makes the following Representations and
Warranties:

(a) Organization, Qualification, and Corporate Power.
Target is a corporation duly organized, validly existing, and in good standing
under the laws of the jurisdiction of its incorporation. 

(b) Capitalization. The entire authorized capital
stock of the Target consists of ten million (10,000,000) Target Shares, of which
one thousand (1,000) Target Shares are issued and outstanding. All of the issued
and outstanding Target Shares have been duly authorized, are validly issued,
fully paid, and nonassessable, and are held of record by. There are no
outstanding or authorized options, warrants, purchase rights, subscription
rights, conversion rights, exchange rights, or other contracts or commitments
that could require the Target to issue, sell, or otherwise cause to become
outstanding any of its capital stock. There are no outstanding or authorized
stock appreciation, phantom stock, profit participation, or similar rights with
respect to the Target.

(c) Title to Tangible Assets. The Target has good and
marketable title to, or a valid leasehold interest in, the material tangible
assets it uses regularly in the conduct of its business.

(d) Tax Matters.  Seller will be responsible for all
state and federal Income Tax Returns that Target is or was required to file
while the Seller owned Target through the Closing Date, and has or will pay all
Income Taxes owing, except where the failure to file Income Tax Returns or to
pay Income Taxes would not have a material adverse effect on the financial
condition of the Target taken as a whole.  Seller covenants that it will not
report in any Income Tax Return or related filing any allocation to Target of
items of income or expenses that is not reflected on the books as maintained by
Target for the time that Seller has been the owner of Target's shares, except to
the extent that such allocation is required by the Code or regulations
thereunder. 

(e) Real Property.  Target owns no real estate, and
leases its current office property from Buyer.

(f) Intellectual Property.  Seller has not transferred
any of the intellectual property held by Target when it was acquired by Seller
to any party.  Any Intellectual Property held by Seller as of the date of
acquisition of Target by Seller, unless it has expired, lapsed or otherwise been
terminated through no fault of Seller, remains the property of Target.  
(g) Contracts. Seller has not caused Target to enter
into any contract not signed by Tim McQuaid.

(h) Litigation. To the Knowledge of Seller, other than
the case of Law and Cerreta v. McQuaid and Fan Asylum, Inc. (Civ. Case No.
314245, San Francisco Superior Court) there is no instance in which the Target
(i) is subject to any outstanding injunction, judgment, order, decree, ruling,
or charge or (ii) is a party to any action, suit, proceeding, hearing, or
investigation of, in, or before any court or quasi-judicial or administrative
agency of any federal, state, local, or foreign jurisdiction, except where the
injunction, judgment, order, decree, ruling, action, suit, proceeding, hearing,
or investigation would not have a material adverse effect on the financial
condition of the Target taken as a whole.

(i) Disclaimer of other Representations and
Warranties. Except as expressly set forth in Sections 2(e), 3 and this
Section 4, the Seller make no representation or warranty, express or implied, at
law or in equity, in respect of the Target, its Subsidiaries, or any of their
respective assets, liabilities or operations, including, without limitation,
with respect to merchantability or fitness for any particular purpose, and any
such other representations or warranties are hereby expressly disclaimed. Buyer
hereby acknowledges and agrees that, except to the extent specifically set forth
in Section 3 and this Section 4, the Buyer is purchasing the Target shares on an
"as-is, where-is" basis.

5. Pre-Closing Covenants. The Parties agree as follows
with respect to the period between the execution of this Agreement and the
Closing.

(a) General. Each of the Parties will use his or its
reasonable best efforts to take all action and to do all things necessary in
order to consummate and make effective the transactions contemplated by this
Agreement (including satisfaction, but not waiver, of the closing conditions set
forth in  7 below).

(b) Exclusivity. Seller will not (and the Seller will
not cause or permit Target to) solicit, initiate, or encourage the submission of
any proposal or offer from any Person relating to the acquisition of all or
substantially all of the capital stock or assets of Target (including any
acquisition structured as a merger, consolidation, or share exchange);
provided, however, that the Seller, the Target, and their directors and
officers will remain free to participate in any discussions or negotiations
regarding, furnish any information with respect to, assist or participate in, or
facilitate in any other manner any effort or attempt by any Person to do or seek
any of the foregoing to the extent their fiduciary duties may require.

6. Post-Closing Covenants. The Parties agree as
follows with respect to the period following the Closing.

(a) General. In case at any time after the Closing any
further action is necessary to carry out the purposes of this Agreement, each of
the Parties will take such further action (including the execution and delivery
of such further instruments and documents) as any other Party reasonably may
request, all at the sole cost and expense of the requesting Party (unless the
requesting Party is entitled to indemnification therefor under  8 below).

(b) Litigation Support. In the event and for so long
as any Party actively is contesting or defending against any action, suit,
proceeding, hearing, investigation, charge, complaint, claim, or demand in
connection with (i) any transaction contemplated under this Agreement or (ii)
any fact, situation, circumstance, status, condition, activity, practice, plan,
occurrence, event, incident, action, failure to act, or transaction on or prior
to the Closing Date involving Target, each of the other Parties shall cooperate
with him or it and his or its counsel in the defense or contest, make available
their personnel, and provide such testimony and access to their books and
records as shall be necessary in connection with the defense or contest, all at
the sole cost and expense of the contesting or defending Party (unless the
contesting or defending Party is entitled to indemnification therefor under  8
below).

(c) Funding.  (i) Any capital (or funding of any kind)
advanced to Target by Seller on or after January 31, 2001 and through the date
of Close shall be reimbursed to Seller at Closing. (ii) Buyer commits to
providing a minimum of $200,000 in funding to Target within 90 days of
Closing.

	(d) Disbursements from Escrows. So long as all other
conditions of this Agreement are satisfied, Buyer and Seller covenant to execute
escrow instructions at Closing which pertain to the escrow held by the law firm
of Maslon Edelman Borman & Brand, LLP (the "Escrow Agent")
instructing the Escrow Agent to disburse $50,000 of $100,000 in its possession
to Seller and to hold the remaining $50,000 in accordance with this Section
6(d). Buyer shall thereafter cause Target to endeavor to secure a suitable fan
club contract with Aerosmith. Seller shall file a registration statement which
includes Buyer's 87,673 shares of PopMail.com, inc. described in sections 2(b)
and 2(e) above. If and only if a contract with Aerosmith is secured, and said
registration statement is filed, both to be consummated no later than 60 days
following the Closing, then Buyer and Seller covenant to execute further escrow
instructions  to the Escrow Agent instructing it to disburse the remaining
$50,000 of $100,000 in its possession to Seller. If either condition is not
satisfied within 60 days following the Closing, then the Escrow Agent shall
return the remaining $50,000 in funds in its possession to Buyer, and Buyer
shall have no further obligation 
to Seller.


7. Conditions to Obligation to Close.


(a) Conditions to Obligation of the Buyer. The
obligation of the Buyer to consummate the transactions to be performed by it in
connection with the Closing is subject to satisfaction of the following
conditions:

(i) the representations and warranties set forth in  3(a) and
 4 above shall be true and correct in all material respects at and as of the
Closing Date;

(ii) the Seller shall have performed and complied with all of
its covenants hereunder in all material respects through the Closing;

(iii) there shall not be any injunction, judgment, order,
decree, ruling, or charge in effect preventing consummation of any of the
transactions contemplated by this Agreement;

(iv) the Seller shall have delivered to the Buyer a
certificate to the effect that each of the conditions specified above in
 7(a)(i)-(iii) is satisfied in all respects; 

(v) all actions to be taken by the Seller in connection with
consummation of the transactions contemplated hereby and all certificates,
opinions, instruments, and other documents required to effect the transactions
contemplated hereby will be satisfactory in form and substance to the Buyer.

The Buyer may waive any condition specified in this  7(a) if
it executes a writing so stating at or prior to the Closing.

(b) Conditions to Obligation of the Seller. The
obligation of the Seller to consummate the transactions to be performed by them
in connection with the Closing is subject to satisfaction of the following
conditions:

(i) the representations and warranties set forth in  3(b)
above shall be true and correct in all material respects at and as of the
Closing Date;

(ii) the Buyer shall have performed and complied with all of
its covenants hereunder in all material respects through the Closing;

(iii) there shall not be any injunction, judgment, order,
decree, ruling, or charge in effect preventing consummation of any of the
transactions contemplated by this Agreement;

(iv) the Buyer shall have delivered to the Seller a
certificate to the effect that each of the conditions specified above in
 7(b)(i)-(iii) is satisfied in all respects;

(v) Seller's Board of Directors shall have approved and
Seller's secured lenders shall have approved and released all liens on Target
Stock and Target assets;

(vi) all actions to be taken by the Buyer in connection with
consummation of the transactions contemplated hereby and all certificates,
opinions, instruments, and other documents required to effect the transactions
contemplated hereby will be [reasonably] satisfactory in form and substance to
the Requisite Seller.

Seller may waive any condition specified in this  7(b) if it
executes a writing so stating at or prior to the Closing.
8. Survival of Representations and Warranties.


Other than as set forth in  4(d) and in  4(f) above, none of
the representations and warranties of the Seller contained in  4 above shall
survive the Closing hereunder. All of the representations and warranties of the
Parties contained in  3 above shall survive the Closing (unless the damaged
Party knew or had reason to know of any misrepresentation or breach of warranty
at the time of Closing) and continue in full force and effect forever thereafter
(subject to any applicable statutes of limitations).

9. Termination.


(a) Termination of Agreement. Certain of the Parties
may terminate this Agreement as provided below:

(i) Buyer and Seller may terminate this Agreement by mutual
written consent at any time prior to the Closing;

(ii) the Buyer may terminate this Agreement by giving written
notice to Seller at any time prior to the Closing in the event (A) Seller has
given the Buyer any notice pursuant to this Agreement above and (B) the
development that is the subject of the notice has had a material adverse effect
upon the financial condition of the Target taken as a whole;

(iii) the Buyer may terminate this Agreement by giving
written notice to Seller at any time prior to the Closing (A) in the event
Seller has breached any material representation, warranty, or covenant contained
in this Agreement (other than the representations and warranties in  4 above) in
any material respect, the Buyer has notified Seller of the breach, and the
breach has continued without cure for a period of 15 days after the notice of
breach or (B) if the Closing shall not have occurred on or before February 15,
2001, (unless the failure results primarily from the Buyer itself breaching any
representation, warranty, or covenant contained in this Agreement); and

(iv) Seller may terminate this Agreement by giving written
notice to the Buyer at any time prior to the Closing (A) in the event the Buyer
has breached any material representation, warranty, or covenant contained in
this Agreement in any material respect, any of the Seller has notified the Buyer
of the breach, and the breach has continued without cure for a period of 15 days
after the notice of breach or (B) if the Closing shall not have occurred on or
before February 15, 2001, (unless the failure results primarily from Seller
breaching any representation, warranty, or covenant contained in this
Agreement).

(b) Effect of Termination. If any Party terminates
this Agreement pursuant to  9(a) above, all rights and obligations of the
Parties hereunder shall terminate without any liability of any Party to any
other Party (except for any liability of any Party then in breach); provided,
however, that the confidentiality provisions contained herein shall survive
termination.

10. Miscellaneous.


(a) Press Releases and Public Announcements. No Party
shall issue any press release or make any public announcement relating to the
subject matter of this Agreement without the prior written approval of the Buyer
and Seller; provided, however, that any Party may make any public
disclosure it believes in good faith is required by applicable law or any
listing or trading agreement concerning its publicly-traded securities (in which
case the disclosing Party will use its best efforts to advise the other Parties
prior to making the disclosure).

(b) No Third-Party Beneficiaries. This Agreement shall
not confer any rights or remedies upon any Person other than the Parties and
their respective successors and permitted assigns.

(c) Entire Agreement. This Agreement (including the
documents referred to herein) constitutes the entire agreement among the Parties
and supersedes any prior understandings, agreements, or representations by or
among the Parties, written or oral, to the extent they have related in any way
to the subject matter hereof.

(d) Succession and Assignment. This Agreement shall be
binding upon and inure to the benefit of the Parties named herein and their
respective successors and permitted assigns. No Party may assign either this
Agreement or any of his or its rights, interests, or obligations hereunder
without the prior written approval of the Buyer and Seller; provided,
however, that the Buyer may (i) assign any or all of its rights and
interests hereunder to one or more of its Affiliates and (ii) designate one or
more of its Affiliates to perform its obligations hereunder (in any or all of
which cases the Buyer nonetheless shall remain responsible for the performance
of all of its obligations hereunder).

(e) Counterparts. This Agreement may be executed in
one or more counterparts, each of which shall be deemed an original but all of
which together will constitute one and the same instrument.

(f) Headings. The section headings contained in this
Agreement are inserted for convenience only and shall not affect in any way the
meaning or interpretation of this Agreement.

(g) Notices. All notices, requests, demands, claims,
and other communications hereunder will be in writing. Any notice, request,
demand, claim, or other communication hereunder shall be deemed duly given if
(and then two business days after) it is sent by registered or certified mail,
return receipt requested, postage prepaid, and addressed to the intended
recipient as set forth below:

If to the Seller:		Copy to:


	PopMail.com, inc.		Maslon, Edelman, Borman &
Brand
	Attn:  Stephen Spohn	Attn:  William Mower
	1333 Corporate Drive	3300 Norwest Center
	Suite 350				Minneapolis, Minnesota 55402
	Irving, Texas 75038


If to the Buyer:
Fan Asylum, Inc.
Attn: Tim McQuaid
1250 Folsom Street
San Francisco, CA 94103

Copy to:
	McQuaid, Metzler, Bedford & Van Zandt, LLP
	Attn: J. Dennis McQuaid, Esq.
	221 Main Street, 16th Floor
	San Francisco, CA 94105

Any Party may send any notice, request, demand, claim, or
other communication hereunder to the intended recipient at the address set forth
above using any other means (including personal delivery, expedited courier,
messenger service, telecopy, telex, ordinary mail, or electronic mail), but no
such notice, request, demand, claim, or other communication shall be deemed to
have been duly given unless and until it actually is received by the intended
recipient. Any Party may change the address to which notices, requests, demands,
claims, and other communications hereunder are to be delivered by giving the
other Parties notice in the manner herein set forth.

(h) Governing Law. This Agreement shall be governed by and
construed in accordance with the domestic laws of the State of California
without giving effect to any choice or conflict of law provision or rule
(whether of the State of California or any other jurisdiction) that would cause
the application of the laws of any jurisdiction other than the State of
California.


(i) Amendments and Waivers. No amendment of any
provision of this Agreement shall be valid unless the same shall be in writing
and signed by the Buyer and Seller. No waiver by any Party of any default,
misrepresentation, or breach of warranty or covenant hereunder, whether
intentional or not, shall be deemed to extend to any prior or subsequent
default, misrepresentation, or breach of warranty or covenant hereunder or
affect in any way any rights arising by virtue of any prior or subsequent such
occurrence.

(j) Severability. Any term or provision of this
Agreement that is invalid or unenforceable in any situation in any jurisdiction
shall not affect the validity or enforceability of the remaining terms and
provisions hereof or the validity or enforceability of the offending term or
provision in any other situation or in any other jurisdiction.

(k) Expenses. Each of the Buyer, the Target, and the
Seller will bear its own costs and expenses (including legal fees and expenses)
incurred in connection with this Agreement and the transactions contemplated
hereby. 

(l) Construction. The Parties have participated
jointly in the negotiation and drafting of this Agreement. In the event an
ambiguity or question of intent or interpretation arises, this Agreement shall
be construed as if drafted jointly by the Parties and no presumption or burden
of proof shall arise favoring or disfavoring any Party by virtue of the
authorship of any of the provisions of this Agreement.  Any reference to any
federal, state, local, or foreign statute or law shall be deemed also to refer
to all rules and regulations promulgated thereunder, unless the context requires
otherwise. The word "including" shall mean including without limitation.

(m) Incorporation of Exhibits, Annexes, and Schedules.
The Exhibits, Annexes, and Schedules identified in this Agreement are
incorporated herein by reference and made a part hereof.

IN WITNESS WHEREOF, the Parties hereto have executed this
Agreement as of the date first above written.


PopMail.com, inc. 		PopMail.com, inc.		
Stephen J. Spohn, Secretary		Stephen J. Spohn, C.F.O.




By: ________________________		By: _______________________




TIM McQUAID




By: __________________________	



















EX-10.64
36
exh1064.htm
EXHIBIT











Exhibit 10.64

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE
SECURITIES LAWS OF CERTAIN STATES.  THESE SECURITIES ARE SUBJECT TO RESTRICTIONS
ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM.  HOLDERS SHOULD BE AWARE THAT THEY MAY BE
REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD
OF TIME.  THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN
FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED
TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE
SECURITIES LAWS.
PROMISSORY NOTE
$100,000.00		March 2, 2001
Minneapolis, MN
Subject to the terms and conditions of this Note, for good and valuable
consideration received in the form of fifty thousand dollars ($50,000) on March
2, 2001 and fifty thousand dollars ($50,000) on February 1, 2001, PopMail.com,
Inc., a Minnesota corporation (the "Company"), promises to pay to the
order of The Shaar Fund Ltd. (the "Holder"), the principal amount of
one hundred thousand dollars ($100,000.00), plus simple interest accrued on
unpaid principal from the date of this Note until paid at the rate of twelve
percent (12%) per annum, payable on demand.
The following is a statement of the rights of the Holder and the terms and
conditions to which this Note is subject, and to which the Holder hereof, by the
acceptance of this Note, agrees.  Neither Holder, its principals or affiliates
have any other obligations, liabilities or responsibilities to the Company
except as expressly set forth in this Note or as may otherwise be agreed to in
writing by the parties.
Payment.  The principal and accrued interest under this Note will be
paid to the Holder within five (5) days of demand by the Holder (the
"Maturity Date").  All payments of principal and/or interest under
this Note will be made by mail to the address of record of the Holder.

Events of Default.  If the Company defaults in the payment of any part
of the principal or interest of this Note when due and payable, and if such
default is not cured by the Company within five (5) business days after the
Holder has given the Company written notice of such default, then the Holder may
declare the entire unpaid principal and accrued interest on this Note
immediately due and payable, by notice in writing to the Company, without any
other presentment, demand, protest or other notice of any kind or character, all
of which are hereby expressly waived, anything herein to the contrary
notwithstanding.  
Assignment.  The rights and obligations of the Company and the Holder
will be binding upon and inure to the benefit of the successors, assigns, heirs,
administrators and transferees of the parties.  The Company may not assign this
Note without the express written consent of Holder. 
Waiver and Amendment.  Any provision of this Note may be amended,
waived or modified upon the written consent of the Company and the Holder.
Notices.  Any notice, request or other communication required or
permitted hereunder will be in writing and shall be deemed to have been duly
given if delivered (i) personally or telephonically (including by
facsimile), (ii) by email (if receipt thereof is confirmed by a separate message
delivered by the recipient to the sender), (iii) by courier, or (iv) mailed
by registered or certified mail, postage prepaid, at the respective addresses of
the parties as set forth herein.  Notice to the Holder shall be provided to: The
Shaar Fund Ltd., c/o Levinson Capital Management, Attention: Samuel Levinson, 2
World Trade Center, Suite 1820, New York, NY 10048.  Any party hereto may by
notice so given change its address for future notice under this Note.  Notice
will conclusively be deemed to have been given when personally delivered or when
deposited in the mail or delivered to a courier, or when sent by email following
confirmation in the manner set forth above and will be deemed to have been
received when delivered.  
Governing Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of Minnesota, excluding that body of law
relating to conflict of laws.
Headings.  All headings used herein are used for convenience only and
will not be used to construe or interpret this Note.  
IN WITNESS WHEREOF, the parties have caused this Note to be issued on March
2, 2001.
"COMPANY":
PopMail.com, Inc.


By: 		Stephen J. Spohn
Title: 		CFO
Address: 	PopMail.com, Inc.
		1333 Corporate Drive, Suite 350
		Irving, TX 75038


















EX-10.65
37
exh1065.htm
EXHIBIT













Exhibit 10.65


THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE
SECURITIES LAWS OF CERTAIN STATES.  THESE SECURITIES ARE SUBJECT TO RESTRICTIONS
ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM.  HOLDERS SHOULD BE AWARE THAT THEY MAY BE
REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD
OF TIME.  THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN
FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED
TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE
SECURITIES LAWS.
PROMISSORY NOTE
$80,000.00		March 13, 2001
Minneapolis, MN
Subject to the terms and conditions of this Note, for good and valuable
consideration received in the form of fifty thousand dollars ($50,000) on March
13, 2001 and thirty thousand dollars ($30,000) on March 16, 2001, PopMail.com,
Inc., a Minnesota corporation (the "Company"), promises to pay to the
order of The Shaar Fund Ltd. (the "Holder"), the principal amount of
eighty thousand dollars ($80,000.00), plus simple interest accrued on unpaid
principal from the date of this Note until paid at the rate of twelve
percent (12%) per annum, payable on demand.
The following is a statement of the rights of the Holder and the terms and
conditions to which this Note is subject, and to which the Holder hereof, by the
acceptance of this Note, agrees.  Neither Holder, its principals or affiliates
have any other obligations, liabilities or responsibilities to the Company
except as expressly set forth in this Note or as may otherwise be agreed to in
writing by the parties.
Payment.  The principal and accrued interest under this Note will be
paid to the Holder within five (5) days of demand by the Holder (the
"Maturity Date").  All payments of principal and/or interest under
this Note will be made by mail to the address of record of the Holder.

Events of Default.  If the Company defaults in the payment of any part
of the principal or interest of this Note when due and payable, and if such
default is not cured by the Company within five (5) business days after the
Holder has given the Company written notice of such default, then the Holder may
declare the entire unpaid principal and accrued interest on this Note
immediately due and payable, by notice in writing to the Company, without any
other presentment, demand, protest or other notice of any kind or character, all
of which are hereby expressly waived, anything herein to the contrary
notwithstanding.  
Assignment.  The rights and obligations of the Company and the Holder
will be binding upon and inure to the benefit of the successors, assigns, heirs,
administrators and transferees of the parties.  The Company may not assign this
Note without the express written consent of Holder.
Waiver and Amendment.  Any provision of this Note may be amended,
waived or modified upon the written consent of the Company and the Holder.
Notices.  Any notice, request or other communication required or
permitted hereunder will be in writing and shall be deemed to have been duly
given if delivered (i) personally or telephonically (including by
facsimile), (ii) by email (if receipt thereof is confirmed by a separate message
delivered by the recipient to the sender), (iii) by courier, or (iv) mailed
by registered or certified mail, postage prepaid, at the respective addresses of
the parties as set forth herein.  Notice to the Holder shall be provided to: The
Shaar Fund Ltd., c/o Levinson Capital Management, Attention: Samuel Levinson, 2
World Trade Center, Suite 1820, New York, NY 10048.  Any party hereto may by
notice so given change its address for future notice under this Note.  Notice
will conclusively be deemed to have been given when personally delivered or when
deposited in the mail or delivered to a courier, or when sent by email following
confirmation in the manner set forth above and will be deemed to have been
received when delivered.
Governing Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of Minnesota, excluding that body of law
relating to conflict of laws.
Headings.  All headings used herein are used for convenience only and
will not be used to construe or interpret this Note.  
IN WITNESS WHEREOF, the parties have caused this Note to be issued on March
13, 2001.
"COMPANY":
PopMail.com, Inc.


By: 		Stephen J. Spohn
Title: 		CFO
Address:	PopMail.com, Inc.
		1333 Corporate Drive, Suite 350
		Irving, TX 75038



















EX-10.66
38
exh1066.htm
EXHIBIT











Exhibit 10.66
INTERCREDITOR AND
SUBORDINATION AGREEMENT
	THIS INTERCREDITOR AND SUBORDINATION AGREEMENT (the
"Intercreditor Agreement") is made as of this ___ day of __________, 2001, by
and between GSI VENTURES, LLC, an Ohio limited liability company ("GSI"),
THE SHAAR FUND LTD. ("Shaar"), GREAT WESTERN BUSINESS SERVICES,
INC. ("GWBS"), a Texas corporation and FAIRVIEW PARTNERS, an Ohio
general partnership ("Fairview")(each individually a "Lender" and collectively
the "Lenders").


RECITALS:

	WHEREAS, Popmail.com, Inc., a Minnesota corporation (the
"Borrower"), is engaged in the business of (i) internet commerce and (ii) the
ownership and operation of two Café Odyssey restaurants located at 320
South Avenue, Mall of America, Bloomington, Minnesota 55425 (the "MOA
Restaurant") and at 500 16th Street, Suite 350, Denver, Colorado 80202 (the
"Denver Restaurant") (collectively, the MOA Restaurant and the Denver Restaurant
are referred to herein as the "Restaurant Operations"), which the MOA Restaurant
has been or will be purchased by SDK AD, LLC, an Ohio limited liability company,
and which the Denver Restaurant has been or will be purchased by SD KINGDM, LLC,
an Ohio limited liability company;

	WHEREAS, the Borrower and GSI are parties to that certain
Loan Agreement dated December 1, 2000, as amended pursuant to the Amendment No.
1 to the Loan Agreement dated December 8, 2000, Amendment No. 2 to the Loan
Agreement and Notes dated February 8, 2001 and other related agreements, all as
may be amended further from time to time (collectively, the "GSI Loan
Documents"), pursuant to which GSI has issued or will issue loans to Borrower in
the aggregate original principal amount of up to Four Million Dollars
($4,000,000) (the "GSI Debt").  Pursuant to the GSI Loan Documents, Borrower has
granted GSI a security interest in all of Borrower's assets related to the
Restaurant Operations (the "Collateral") and a security interest in all other
assets of the Borrower excluding the Restaurant Operations (the "Other
Collateral");

	WHEREAS, Borrower and GWBS have agreed to enter into a
certain Promissory Note to be dated  on or about February __, 2001 (the
"GWBS/Popmail Note"), GWBS and SDK AD, LLC have agreed to enter into a certain
Promissory Note to be dated of even date with the GWBS/Popmail Note, and GWBS
and SDKINGDM, LLC have agreed to enter into a certain Promissory Note to be
dated of even date with the GWBS/Popmail Note, and other related documents
thereto, all as may be amended further from time to time (collectively, the
"GWBS Loan Documents") pursuant to which Borrower, SDK AD, LLC and SDKINGDM, LLC
will be obligated to pay GWBS an aggregate principal amount for all three notes
of Eight Hundred Seventeen Thousand Dollars ($817,000.00) (the "GWBS Debt").
Pursuant to the GWBS Loan Documents, Borrower, SDK AD, LLC and SDKINGDM, LLC
have granted or will grant GWBS a security interest in the Collateral;

	WHEREAS, Borrower and Shaar are parties to that certain
Loan Agreement dated December 20, 2000 and other related agreements, all as may
be amended further from time to time (collectively, the "Shaar Loan Documents")
pursuant to which Shaar has issued a loan to Borrower in the original principal
amount of Two Hundred Thousand Dollars ($200,000) (the "Shaar Debt").  Pursuant
to the Shaar Loan Agreement, Borrower has granted Shaar a security interest in
the Collateral and the Other Collateral;

	WHEREAS, Borrower and Fairview are parties to that
certain Loan Agreement dated August 24, 1999, as amended pursuant to the
Amendment To Loan Documents and Agreement dated October 30, 2000 and other
related agreements (including the Assignment, Assumption and Modification
Agreement entered into or to be entered into between Fairview  SDK AD, LLC
("SDKAD"), SDKINGDM, LLC ("SDKINGDM") and Popmail.com, inc. concerning the
Fairview Debt (the "Fairview Agreement")), all as may be amended further from
time to time (collectively the "Fairview Loan Documents") pursuant to which
Fairview has issued a loan to Borrower in the original principal amount of Two
Million Dollars ($2,000,000) with a current outstanding principal balance of One
Million Five-Hundred Thousand Dollars ($1,500,000) (the "Fairview Debt").
Pursuant to the Fairview Loan Documents, Borrower has granted Fairview a
security interest in the Collateral (the GSI Loan Documents, GWBS Loan
Documents, Shaar Loan Documents and Fairview Loan Documents are sometimes
collectively referred to herein as the "Loan Documents") (the GSI Debt, GWBS
Debt and the Shaar Debt are sometimes collectively referred to as the
"Subordinate Debt" and GSI, GWBS and Shaar are sometimes collectively referred
to as "Subordinate Lenders" or individually as a "Subordinate Lender"); and

	WHEREAS, GSI, GWBS, Shaar and Fairview, each as a
creditor of Borrower, desire to enter into this Intercreditor Agreement for
purposes of setting forth the relative rights and interests of each party in and
to the collateral pledged by Borrower.

	NOW, THEREFORE, in consideration of the foregoing
Recitals, which are hereby incorporated herein as if fully set forth below, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:

	1. Subordination and Intercreditor Provisions.
	1.1 Subordination.  Subject to Section 1.3 of this
Intercreditor Agreement, each of the Subordinate Lenders agree that each
Subordinate Lender's right to receive scheduled payments of principal and/or
interest under their respective Loan Documents shall be subordinate and junior
to Fairview's right to receive scheduled payments of principal and/or interest
under the Fairview Loan Documents until such time as the Fairview Debt is repaid
in full.
	1.2 Insolvency, Etc.

	(a) Subject to Section 1.3 of
this Intercreditor Agreement, in the event of any insolvency, bankruptcy,
receivership, liquidation, reorganization or other similar proceedings
(collectively, "Bankruptcy Proceedings") relative to the Borrower or to the
Collateral, or in the event of any proceedings for voluntary liquidation,
dissolution or other winding up of the Borrower, whether or not involving
insolvency or bankruptcy, Fairview shall be entitled in any such proceedings to
receive payment from the sale or other distribution of the Collateral on account
of the Fairview Debt before the Subordinate Lenders are entitled in any such
proceedings to receive any payment on account of the Subordinate Debt from the
sale or other distribution of the Collateral, and to that end in any such
proceedings any payment or distribution of any kind or character of the
Collateral, whether in cash or in other property, to which the Subordinate
Lenders would be entitled but for the provisions hereof, shall be delivered to
Fairview to the extent necessary to make payment in full in cash of all Fairview
Debt remaining unpaid.

(b) The Subordinate Lenders at the request of Fairview shall
in any proceedings described in Section 00, in the name of Fairview, file
claims, proofs of claims and other instruments of similar character necessary to
enforce the obligations of the Borrower in respect of the Subordinate Debt.  In
the event that any Subordinate Lender shall fail to take such action within five
business days upon request by Fairview, Fairview may, on behalf of such
Subordinate Lender, demand, sue for, collect and receive any and all such monies
or other assets and give acquittance therefor, file any claim, proof of claim or
other instrument of similar character, and take such other action (in its own
name or in the name of such Subordinate Lender) as Fairview may reasonably deem
necessary or advisable for enforcement of the obligations of the Borrower in
respect of the Subordinate Debt; provided that, Fairview shall have no right to
take any action in the name of any Subordinate Lender related to the Other
Collateral.
	1.3 Other Collateral; Conversion Rights.  
 (a) 	Notwithstanding anything to the contrary in this
Intercreditor Agreement, nothing in this Intercreditor Agreement shall impair
the rights of the Subordinate Lenders to take any and all action to enforce
their respective rights in, or receive payments or distributions on account of a
sale or other disposition of the Other Collateral; provided,
however, the Subordinate Lenders shall not take any action to enforce
their respective rights in the Other Collateral that would have a material
adverse effect on the Collateral; provided further, that any
actions taken by a Subordinate Lender to enforce its rights on Other Collateral
that is not owned or in the possession of the holder of the Collateral shall be
deemed to not cause a material adverse effect on the Collateral.

(b) 	In the event of any Bankruptcy Proceedings relative
to the Borrower or the Other Collateral, or in the event of any proceedings for
voluntary liquidation, dissolution or other winding up of the Borrower, whether
or not involving insolvency or bankruptcy, GSI and Shaar shall be entitled in
any such proceedings to receive payment, on a pro rata basis from the sale or
other distribution of the Other Collateral on account of GSI Debt and Shaar Debt
before Fairview and GWBS are entitled in any such proceedings to receive any
payment on account of the Fairview Debt and GWBS Debt from the sale or other
distribution of the Other Collateral, and to that end in any such proceedings
any payment or distribution of any kind or character of the Other Collateral,
whether in cash or in other property, to which Fairview or GWBS would be
entitled but for the provisions hereof, shall be delivered to GSI and Shaar to
the extent necessary to make payment in full in cash of all GSI Debt and Shaar
Debt remaining unpaid.



(c) 	Notwithstanding anything to the contrary in this
Intercreditor Agreement, the Subordinate Lenders are permitted at any time to
exercise their rights to convert any of the Subordinate Debt into the common
stock of Borrower or accept any prepayments or payments on the Subordinate Debt
that are made with the Borrower's common stock or other equity securities of
Borrower.



	2. Security Interests;
Priority.
	2.1 Notwithstanding any conflicting terms or conditions
which may be contained in any of the Loan Documents, the time of filing or
renewal of any financing statement, the time of attachment of any security
interest or any other priority provided by law: (a) the security interests upon
the Collateral evidenced by the Fairview Loan Documents shall have priority over
all other security interests upon the Collateral evidenced by the Loan
Documents;  (b) the security interests upon the Collateral of GWBS evidenced by
the GWBS Loan Documents shall have priority over all other security interests
upon the Collateral evidenced by the Loan Documents, except those evidenced by
the Fairview Loan Documents; and (c) the security interests upon the Collateral
of GSI and Shaar shall be subordinate to all security interests evidenced by the
Fairview Loan Documents and GWBS Loan Documents and shall be pari passu with
respect to each other as evidenced by that certain Intercreditor Agreement
between GSI and Shaar dated December 21, 2000 (the "GSI/Shaar Intercreditor
Agreement").  Notwithstanding anything to the contrary herein, this
Intercreditor Agreement shall not affect the rights and obligations between
Shaar and GSI as set forth in the GSI/Shaar Intercreditor Agreement.
	2.2 Each Lender shall be solely responsible for
perfecting and maintaining the perfection of its security interests in and to
each item constituting the Collateral in which such Lender has been granted a
security interest.  The provisions of this Intercreditor Agreement are intended
solely to govern the respective lien priorities as between the Lenders and,
except as set forth herein, shall not impose on any Lender any obligations in
respect of the disposition of proceeds of foreclosure on any Collateral which
would conflict with prior perfected claims therein in favor of any other person
or any order or decree of any court or governmental authority or any applicable
law.  Notwithstanding anything to the contrary herein, the relative priority
arrangements set forth in this Intercreditor Agreement are expressly conditioned
on the non-avoidability and perfection of the security interests and/or liens
evidenced by the Loan Documents and if the security interests and/or liens
evidenced by the Loan Documents are not perfected or are voidable for any
reason, then such relative priority arrangements set forth herein shall not be
effective to the extent of any such avoidability or non-perfection;
provided, however, that this condition shall be null and void and
of no effect if at any time any Lender shall directly or indirectly take any
action to contest or challenge the validity, legality, enforceability,
perfection, priority or avoidability of any other Lender's loans or documents or
any of the security interests and/or liens of any other Lender in any of the
Collateral or if such action is taken by SDKAD or SDKINGDM while Fairview is the
manager of either such entity.
	2.3 The lien priorities provided in this Section 0 shall
not be altered or otherwise affected by any amendment, modification, supplement,
extension, renewal, restatement or refinancing of any indebtedness evidenced by
any of the Loan Documents.  The respective rights and priorities of each Lender
in any assets of the Borrower not specified herein shall not be affected in any
way by this Intercreditor Agreement.
	3. Default Under the Loan Documents.

	3.1 In the event that Borrower shall cause or permit
to occur an event of default under any of the Loan Documents, such Lender that
is a party to any such Loan Document (a "Notifying Lender") will, upon becoming
aware of the existence of such event of default, use its best efforts to notify
all other Lenders of the existence of such event of default.  Receipt by any
Lender of such a notice of default shall not cause any Lender to be obligated to
cure any such default.  Failure of a Notifying Lender to provide such notice of
default shall not result in any liability to any Lender in the absence of gross
negligence or willful misconduct.  Upon receiving notice from a Notifying Lender
of an event of default for failure to pay monies due and owing to any Lender
under any Loan Document, any Lender may, but is not required to, cure such
payment default on behalf of Borrower within ten (10) business days of receiving
notice of the payment default from a Notifying Lender.  During such ten (10)
business day period, if any Lender cures such payment default, Lenders shall not
take any action against Borrower with respect to such default.  In the event
that any Lender elects to cure such payment default, any amount such Lender pays
to any other Lender to cure Borrower's payment default shall be considered a
portion of Borrower's indebtedness to such Lender.
	3.2 In the event that a default or an event of default
exists with respect to any of the Loan Documents, the applicable Lender may,
after providing written notice of such default to all other Lenders and subject
to the provisions of this Intercreditor Agreement, take any action it deems
appropriate to enforce its rights and remedies under the Loan Documents and its
security interests in or liens on, or exercise any other rights or remedies to
foreclose or otherwise realize upon, any of the Collateral.
	3.3 In the event Borrower defaults on its obligations to
any Lender and, as a result, any Lender undertakes to enforce its security
interest in the Collateral, each Lender agrees that it will not hinder, delay or
otherwise prevent such Lender from taking any and all action which such Lender
deems necessary to enforce its security interest in said Collateral and to
realize thereon.  Lenders agree that, to the extent any Lender receives any
proceeds directly from any bank account, any account debtor or from the sale of
any Collateral, then such Lender shall distribute such proceeds in accordance
with the terms of this Intercreditor Agreement.  To the extent that any Lender
retains any Collateral pursuant to its respective rights as a secured party,
such Collateral shall be divided among the Lenders in accordance with the terms
of this Intercreditor Agreement. 
	4. Standstill.  (a) Notwithstanding anything to
the contrary in Section 3.3, or the rights of any Lender under applicable law or
any provision of the Loan Documents to the contrary, each Subordinate Lender
hereby covenants that it shall not: 

(i)	(A) accelerate payment of any indebtedness or any
portion thereof under the Loan Documents, or  (B) take any other action to
enforce its rights under the Loan Documents, until the earlier of 60 days
following the effective date hereof or the execution of the Fairview Agreement;
provided that, each Lender may take any action to enforce its
rights under the Loan Documents during such 60-day period in the event that a
creditor of the Borrower who is not a party to this Agreement takes any action
or provides notice to a Lender of its intent to take any action against Borrower
to enforce its rights against the Borrower; and
(ii) 	take any action to enforce their respective rights
in, or receive payments or distributions on account of a sale or other
disposition of the Collateral upon an event of default under a Subordinate
Lender's Loan Documents so long as:







(A) 	the Fairview Debt is outstanding; and 




(B) 	(1) the Borrower, its guarantors or assigns are not
in default on the Fairview Loan Documents, or (2) in the event that the
Borrower, its guarantors or assigns are in default on the Fairview Loan
Documents, Fairview has either taken no action  to enforce its rights under the
Fairview Loan Documents or the only action it takes is to take over as manager
of SDKAD and/or SDKINGDM pursuant to its rights under the Fairview Loan
Documents; 



provided that, nothing herein shall impair the
rights of the Subordinate Lenders to take any and all action to enforce their
respective rights in the Other Collateral pursuant to Section 1.3(a) of this
Agreement. 







Notwithstanding anything to the contrary in Section 3.3,
or the rights of any Lender under applicable law or any provision of the Loan
Documents to the contrary, Fairview hereby covenants that it shall not:


accelerate payment of any indebtedness or any portion
thereof under the Fairview Loan Documents, or  (B) take any other action to
enforce its rights under the Fairview Loan Documents, until the earlier of 60
days following the effective date hereof or the execution of the Fairview
Agreement; provided that, Fairview may take any action to enforce
its rights under the Loan Documents during such period in the event that a
creditor of the Borrower who is not a party to this Agreement takes any action
or provides notice to Fairview of its intent to take any action against Borrower
to enforce its rights against the Borrower; and






(ii) 	take any action to enforce its rights in, or receive
payments or distributions on account of a sale or other disposition of the
Collateral upon an event of default of Popmail.com, inc. under the Fairview Loan
Documents so long as (A) an event of default by SDKAD or SDKINGDM (as assignees
of the Fairview Debt) has not occurred, and (B) if such event of default of
Popmail.com, inc. is due to a failure to make payments when due, SDKAD and
SDKINGDM assume the balance of the Fairview Debt not assumed by them under the
Fairview Agreement within the applicable time period provided for in the
Fairview Agreement.

		(c) 	Notwithstanding anything to the contrary in
this Section 4, but subject to Section 1.2, in the event of any Bankruptcy
Proceeding relative to SDKAD, SDKINGDM or the Collateral, or in the event of any
proceedings for voluntary liquidation, dissolution or other winding up of SDKAD
or SDKINGDM, whether or not involving insolvency or bankruptcy, the Subordinate
Lenders may take any and all action to enforce their respective rights under
their respective Loan Documents.

	5. Prepayments.  Subject to Section 1.3
of this Intercreditor Agreement, without the prior written consent of Fairview,
no Subordinate Lender shall be entitled to receive or retain any optional
prepayment (in cash, property, by set-off or otherwise) of or on account of any
Subordinate Debt.  

	6. Turn-Over of Payments Received.  In the
event that the Borrower shall make any payment on the Subordinate Debt which the
holders thereof are not permitted to receive and retain pursuant to the terms of
this Agreement, such payment shall be held in trust for the benefit of, and
shall be paid over promptly on demand to, Fairview for application to the
payment of all Fairview Debt remaining unpaid until the same shall have been
paid in full in cash, after giving effect to any concurrent payment or
distribution to Fairview.  No such payments or distributions to Fairview by any
Subordinate Lender shall be deemed to discharge any of such Subordinate
Debt.

	7. Representations and Warranties.  As a
material inducement to each other Lender to enter into this Intercreditor
Agreement, each Lender hereby represents and warrants to each other Lender that
the following are true and correct as of the date hereof and shall remain true
and correct so long as this Intercreditor Agreement is in effect:

	7.1 the execution, delivery and performance of this
Intercreditor Agreement has been duly authorized by such Lender and does not
contravene any law, any provision of the Loan Documents or any agreement to
which such Lender is a party or by which it is bound;
	7.2 this Intercreditor Agreement constitutes the legal,
valid and binding obligation of such Lender and is binding and enforceable in
accordance with its terms; and
	7.3 the Loan Documents to which such Lender is a party
are in the form of the copies thereof made available to each Lender, and no
amendment, waiver or modification thereof shall be permitted without the written
consent of all other Lenders, which shall not be unreasonably withheld or
delayed.
	8. Term; Default.  

	8.1 This Intercreditor Agreement shall continue for
so long as any Lender has a security interest in the Collateral.  This
Intercreditor Agreement shall remain in full force and effect notwithstanding
the filing of a petition for relief by or against Borrower under the United
States Bankruptcy Code. 



8.2	Nothing contained herein, or in any prior agreement or
understanding, shall be deemed to create any duty on the part of any Lender to
extend or continue financial accommodations to Borrower.



8.3	Notwithstanding anything to the contrary in the Loan
Documents or this Intercreditor Agreement, Lenders acknowledge and agree that
any additional indebtedness up to $4,000,000 of Borrower under the GSI Loan
Documents and additional indebtedness up to $500,000 of Borrower under the
Fairview Loan Documents shall not be considered an event of default or breach of
this Intercreditor Agreement or the Loan Documents and Borrower shall not be
required to obtain the consent of the Lenders to enter into any such
indebtedness; provided, however, such additional indebtedness
shall be subject to the terms of this Intercreditor Agreement.  The additional
indebtedness of  up to $500,000 under the Fairview Loan Documents shall be
considered as part of the Fairview Debt for purposes of this Agreement.
8.4	Notwithstanding anything to the contrary in the Loan
Documents or this Intercreditor Agreement, Lenders hereby consent to the
purchase by SDK AD, LLC, an Ohio limited liability company, from the Borrower of
the Collateral associated with the MOA Restaurant and the purchase by SD KINGDM,
LLC, an Ohio limited liability company, from the Borrower of the Collateral
associated with the Denver Restaurant, and hereby waive any default under each
Lender's Loan Documents that such a sale of the Collateral may create;
provided, however, Borrower shall provide five (5) business days
prior written notice to each Lender and shall cause SDK AD, LLC and SD KINGDM,
LLC to execute any and all documents deemed necessary by any Lender to continue
and maintain the Collateral and Lender's lien position in the Collateral,
including but not limited to filing all appropriate UCC's which shall have the
same priority as set forth herein.  The Collateral shall continue to be subject
to the terms and conditions of this Intercreditor Agreement.
	9. Miscellaneous.
	9.1 Neither of the parties
hereto, nor any of their managers, members, officers, agents or employees, shall
be responsible to any other party hereto or to any other person for: (a)
Borrower's solvency, financial condition or ability to repay its indebtedness to
any party hereto; (b) any oral or written statements of Borrower; or (c) the
validity, sufficiency or enforceability of any indebtedness, any agreements or
documents or the security interests and liens granted by Borrower to any party
hereto. Each party hereto has entered into its respective agreements, documents
and financing agreements with Borrower based upon its own independent
investigation, and makes no warranty or representation to any other party
hereto, with respect to the matters referred to in this Section 0.
	9.2 Nothing contained herein, or in any prior agreement
or understanding, shall be deemed to create any duty on the part of any Lender
to extend or continue to extend financial accommodations to Borrower.  
	9.3 Each Lender irrevocably waives any right to compel
any other Lender to marshal assets of the Borrower.
	9.4 Any notice required or desired to be served, given or
delivered hereunder shall be in the form and manner specified below, and shall
be addressed to the party to be notified as follows:
		If to GSI, to:				If to GWBS:

		SDK Investments, Inc.			Great Western
Business Services, Inc.
		c/o Barycenter Capital Management	14643 Dallas
Parkway, Suite 650
		PMB 329				Dallas, Texas 75240
		1232 W. Kemper Road			
		Cincinnati, Ohio 45240
		Attn: Stephen D.  King

		If to Shaar, to:				If to Fairview,
to:

		The Shaar Fund Ltd. 			Fairview Partners
		c/o Levinson Capital Management		5807 McCray
Court
		2 World Trade Center, Suite 1820		Cincinnati,
Ohio 45224
		New York, New York 10048			
		Attention:  Samuel Levinson

or to such other address as each party designates to the
other parties by notice in the manner herein prescribed.  Notice shall be deemed
given hereunder if (i) delivered personally or otherwise actually received, (ii)
sent by nationally recognized overnight courier service, (iii) mailed by first-
class United States mail, postage prepaid, certified, with return receipt
requested, or (iv) sent via telecopy machine with a duplicate signed copy sent
on the same day as provided in clause (ii) above.  Notice mailed as provided in
clause (iii) above shall be effective upon the expiration of five (5) business
days after its deposit in the United States mail, and notice telecopied as
provided in clause (iv) above shall be effective upon delivery of such telecopy
if the duplicate signed copy is sent under clause (iv) above.  Notice given in
any other manner described in this section shall be effective upon receipt by
the addressee thereof; provided, however, that if any notice is tendered to an
addressee and delivery thereof is refused by such addressee, such notice shall
be effective upon such tender unless otherwise expressly set forth in such
notice.

	9.5 THIS AGREEMENT SHALL BE DEEMED TO HAVE BEEN MADE IN
THE STATE OF OHIO AND THE VALIDITY OF THIS AGREEMENT, ITS CONSTRUCTION,
INTERPRETATION AND ENFORCEMENT, AND THE RIGHTS OF THE PARTIES HEREUNDER, SHALL
BE DETERMINED UNDER, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF OHIO. THE PARTIES HERETO AGREE THAT ALL ACTIONS OR PROCEEDINGS
ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE TRIED AND LITIGATED ONLY IN
THE STATE OR FEDERAL COURTS LOCATED IN HAMILTON COUNTY, OHIO.
	9.6 This Intercreditor Agreement shall be binding and
deemed effective when executed by each of the parties hereto.  This
Intercreditor Agreement shall bind, and inure to the benefit of, the respective
successors and assigns of each of the parties hereto, and shall be effective
before and after any bankruptcy filing by or against Borrower.
	9.7 The invalidity, illegality or unenforceability of any
provision in or obligation under this Intercreditor Agreement shall not affect
or impair the validity, legality or enforceability of the remaining provisions
or obligations under this Intercreditor Agreement.
	9.8 It is not the intent of either the parties hereto
that Borrower be a third party beneficiary hereunder or have any other rights
with respect to this Intercreditor Agreement.
	9.9 This Intercreditor Agreement cannot be changed,
amended, modified or terminated except by a written agreement signed by the duly
authorized officers of the parties hereto.  All prior agreements,
understandings, representations, warranties, and negotiations, if any, are
merged into this Agreement.
	9.10 LENDERS, TO THE EXTENT EACH
MAY LEGALLY DO SO, HEREBY EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY
CLAIM, DEMAND, ACTION, CAUSE OF ACTION OR PROCEEDING ARISING UNDER OR OUT OF
THIS AGREEMENT OR IN ANY WAY CONNECTED WITH OR RELATED TO, OR INCIDENTAL TO, THE
DEALINGS OF THE PARTIES HERETO WITH RESPECT TO THIS AGREEMENT OR THE
TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER
ARISING, AND IRRESPECTIVE OF WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.
LENDERS, TO THE EXTENT EACH MAY LEGALLY DO SO, HEREBY AGREE THAT ANY SUCH CLAIM,
DEMAND, ACTION, CAUSE OF ACTION, OR PROCEEDINGS SHALL BE DECIDED BY A COURT
TRIAL WITHOUT A JURY AND THAT EITHER PARTY HERETO MAY FILE AN ORIGINAL
COUNTERPART OR COPY OF THIS SECTION 0 WITH ANY COURT AS WRITTEN EVIDENCE OF THE
CONSENT BY THE UNDERSIGNED TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.
 	9.11 For purposes of this Agreement, the term "Borrower"
shall include any successors and assigns to Borrowers duties and obligations
under any of the Loan Documents, including, without limitation, SDKAD and
SDKINGDM.
 	9.12 Each Subordinate Lender acknowledges and consents
to Borrower assigning and SDKAD and SDKINGDM assuming a portion of the Fairview
Debt in accordance with the terms of the Fairview Agreement.
9.13 	This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which shall
together constitute one and the same instrument.




[SIGNATURE PAGE TO FOLLOW]

	IN WITNESS WHEREOF, this Intercreditor Agreement has been
duly executed and delivered by each of the parties hereto as of the date first
written above.





			GREAT WESTERN BUSINESS SERVICES, INC.




WITNESS:

_________________________________		By:________________________________<
/P>





			Name:______________________________




_________________________________		Title:______________________________
_



				FAIRVIEW PARTNERS




_________________________________		By:________________________________<
/P>









	Name:______________________________








_________________________________		Title:______________________________
_

						THE SHAAR FUND LTD.







		By:	Levinson Capital Management
















_________________________________		By:______________________________
						Name:	Sam Levinson 
_________________________________		Title:	Managing Director 

						GSI VENTURES, LLC 











By:	SDK Investments, Inc. (Manager
	of GSI Ventures, LLC)











_________________________________		By:_____________________________











Name:	Stephen D. King 










_________________________________		Title:	President


STATE OF ________________	)
				)SS:
COUNTY OF ______________	)

	This instrument was acknowledged before us this ________
day of _______________, 2001 by ___________________________,
____________________________ of Great Western Business Services, Inc., a Texas
corporation, on behalf of the corporation.

						________________________________________

						Notary Public

STATE OF ________________	)
				)SS:
COUNTY OF ______________	)

	This instrument was acknowledged before us this ________
day of _______________, 2001 by ___________________________,
____________________________ of Fairview Partners, an Ohio general partnership,
on behalf of the partnership.

						________________________________________

						Notary Public

STATE OF ________________	)
				)SS:
COUNTY OF ______________	)

	This instrument was acknowledged before us this ________
day of _______________, 2001 by Sam Levinson, Managing Director of Levinson
Capital Management, on behalf of the The Shaar Fund Ltd.

						________________________________________

						Notary Public

STATE OF ________________	)
				)SS:
COUNTY OF ______________	)

	This instrument was acknowledged before us this ________
day of _______________, 2001 by Stephen D. King, President of SDK Investments,
Inc., Manager of GSI Ventures, LLC, an Ohio limited liability company, on behalf
of the limited liability company.

						________________________________________

						Notary Public



ACKNOWLEDGMENT BY

POPMAIL.COM, INC.



The undersigned hereby acknowledges that it has received a
copy of the foregoing Intercreditor Agreement by and between Great Western
Business Services, Inc., The Shaar Fund Ltd., GSI Ventures, LLC and Fairview
Partners (the "Intercreditor Agreement"), and consents thereto, and agrees to
recognize all priorities and other rights granted therein to the parties hereto,
and the undersigned will not do any act or perform any obligation which is not
in accordance with the priorities and agreements set forth in the Intercreditor
Agreement. 

Dated:	_______________, 2001



								POPMAIL.COM, INC.
WITNESS:

______________________________				By:____________________________
____

______________________________				Name:__________________________
____

								Title:_______________________________


STATE OF ________________	)
				)SS:
COUNTY OF ______________	)

	This instrument was acknowledged before us this ________
day of _______________, 2001 by ___________________________,
____________________________ of Popmail.com, inc., a Minnesota corporation, on
behalf of the corporation.

						________________________________________

						Notary Public


ACKNOWLEDGMENT BY

SDK AD, LLC


The undersigned hereby acknowledges that it has received a
copy of the foregoing Intercreditor Agreement by and between Great Western
Business Services, Inc., The Shaar Fund Ltd., GSI Ventures, LLC and Fairview
Partners (the "Intercreditor Agreement"), and consents thereto, and agrees to
recognize all priorities and other rights granted therein to the parties hereto,
and the undersigned will not do any act or perform any obligation which is not
in accordance with the priorities and agreements set forth in the Intercreditor
Agreement. 

Dated:	_______________, 2001



								SDK AD, LLC
WITNESS:
								By:  SDK Investments, Inc.
__________________________

__________________________					By:
________________________________



								Stephen D. King, President



STATE OF ________________	)
				)SS:
COUNTY OF ______________	)

	This instrument was acknowledged before us this ________
day of _______________, 2001 by Stephen D. King, President of SDK Investments,
Inc., Manager of SDK AD, LLC, an Ohio limited liability company, on behalf of
the limited liability company.

						________________________________________

						Notary Public

ACKNOWLEDGMENT BY

SD KINGDM, LLC



The undersigned hereby acknowledges that it has received a
copy of the foregoing Intercreditor Agreement by and between Great Western
Business Services, Inc., The Shaar Fund Ltd., GSI Ventures, LLC and Fairview
Partners (the "Intercreditor Agreement"), and consents thereto, and agrees to
recognize all priorities and other rights granted therein to the parties hereto,
and the undersigned will not do any act or perform any obligation which is not
in accordance with the priorities and agreements set forth in the Intercreditor
Agreement. 

Dated:	_______________, 2001



							SD KINGDM, LLC
WITNESS:
							By:  SDK Investments, Inc.
____________________________

____________________________				By:
_________________________________
								Stephen D. King, President


STATE OF ________________	)
				)SS:
COUNTY OF ______________	)

	This instrument was acknowledged before us this ________
day of _______________, 2001 by Stephen D. King, President of SDK Investments,
Inc., Manager of SD KINGDM, LLC, an Ohio limited liability company, on behalf of
the limited liability company.

						________________________________________

						Notary Public



















-----END PRIVACY-ENHANCED MESSAGE-----

EX-10.52

Exhibit 10.52

STOCK PURCHASE AGREEMENT

By and Between

NETCALENDAR, INC.

and

POPMAIL.COM, INC.

______________________________

August __, 2000

______________________________

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (the "Agreement") is entered into as of August 8, 2000 (the "Effective Date") by and between NetCalendar, Inc., a corporation organized under the laws of the State of Delaware (hereinafter "NetCalendar"), and PopMail.com, inc., a Minnesota corporation ("PopMail").

W I T N E S S E T H:

WHEREAS, PopMail desires to purchase 27,624 shares of NetCalendar common stock, par value $0.01 per share (the "Shares") and NetCalendar is willing to sell the Shares to PopMail pursuant to the terms, and subject to the conditions set forth hereinafter.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

A G R E E M E N T:

PURCHASE AND SALE OF STOCK

1. Purchase and Sale. Pursuant to the terms, and subject to the conditions set forth herein, NetCalendar shall issue and sell the Shares to PopMail, and PopMail shall purchase the Shares from NetCalendar for the price of $1,000,000 (the "Purchase Price") payable in the manner specified in Section 1.2.
2. Payment of the Purchase Price. The Purchase Price shall be paid in shares of PopMail common stock, $.01 par value, ("Purchase Price Shares") delivered to NetCalendar at the closing (the "Closing") of the purchase transaction contemplated herein selected by mutual agreement of the parties, but not later than August 26, 2000 (the "Initial Closing Date"). For purposes of this Section 1.2, the Purchase Price Shares shall be valued at the average closing share price of PopMail common stock for the ten consecutive trading days preceding the second business day prior to the Initial Closing Date (the "Initial Closing Share Price"); provided, however, that PopMail shall not be obligated to issue shares of its common stock at an effective per share price of less than $.50. If the average closing share price of PopMail common stock for the ten consecutive trading days preceding the second business day prior to the Initial Closing Date is less than $.50, PopMail shall offer to NetCalendar Purchase Price Shares at an effective per share price of $.50 and NetCalendar shall have the option to accept such offer (in which event the Initial Closing Share Price shall be $.50) or to reject such offer and terminate this Agreement pursuant to Section 6.1.
3. The Closing. The Closing shall take place at the offices of Maslon Edelman Borman & Brand, LLP, 3300 Wells Fargo Center, Minneapolis, MN 55402. At the Closing, NetCalendar shall deliver to PopMail a certificate representing the Shares in a form reasonably satisfactory to PopMail and its counsel and duly executed by authorized officers of NetCalendar. At the Closing, PopMail shall deliver to NetCalendar certificates representing the Purchase Price Shares in a form reasonably satisfactory to NetCalendar and its counsel and duly executed by authorized officers of PopMail.
4. Supplemental Closing. During the seven (7) business day period commencing on the 435th day following the Initial Closing Date, NetCalendar shall make the following determinations: (a) the average per share selling price (the "Average Selling Price") of all Purchase Price Shares, if any, sold by NetCalendar during the 15-month period beginning upon the Initial Closing Date pursuant to the provisions of Section 5.2 hereof, and (b) the number of Purchase Price Shares, if any, which NetCalendar offered for sale at any time pursuant to the provisions of Section 5.2 hereof, but was not able to sell due to lack of a buyer during the applicable period (the "Unsold Purchase Price Shares"). NetCalendar shall provide to PopMail written notice of each such determination in reasonable detail, which notice shall include a certificate containing any Unsold Purchase Price Shares (the "Lookback Notice"). If the Average Selling Price of Purchase Price Shares sold by NetCalendar during such period is less than the Initial Closing Share Price of such shares, NetCalendar shall have the right to receive additional cash or, at PopMail's option, shares of PopMail common stock ("Supplemental Purchase Price Shares") equal in value to the amount by which the Initial Closing Share Price exceeds the Average Selling Price, multiplied by the number of Purchase Price Shares sold by NetCalendar during such 15-month period (such amount constituting the "Supplemental Purchase Price"). In addition to the Supplemental Purchase Price, to the extent NetCalendar has returned any Unsold Purchase Price Shares with the Lookback Notice, NetCalendar shall have the right to receive, in exchange therefor, such number of NetCalendar Shares as provided below. On the 10th business day following the date of the Lookback Notice delivered in accordance herewith(the "Supplemental Closing Date"), PopMail shall deliver to NetCalendar (a) either cash or one or more certificates executed by duly authorized officers of PopMail representing Supplemental Purchase Price Shares equal in value to the Supplemental Purchase Price, and (b) such number of Shares as shall have been purchased by PopMail with the Unsold Purchase Price Shares as of the Initial Closing Date. For purposes of this Section 1.4, the value of the Supplemental Purchase Price Shares shall be equal to the average closing share price of PopMail common stock for the ten consecutive trading days preceding the second business day prior to the Supplemental Closing Date. In the event that the Supplemental Registration Statement is not declared effective by the Securities and Exchange Commission (the "SEC") on or before the Supplemental Registration Due Date, or is not maintained effective throughout the Supplemental Registration Period, pursuant to the provisions of Section 5.3 hereof, NetCalendar shall be entitled to return to PopMail certificates representing such number of Supplemental Purchase Price Shares as shall then be held by NetCalendar (such shares representing the "Unrealized Supplemental Purchase Price") and PopMail shall, within five (5) days following receipt of same, either pay to NetCalendar the Unrealized Supplemental Purchase Price in cash or return to NetCalendar that number of Shares as shall have been equivalent in value to the Unrealized Supplemental Purchase Price as of the Initial Closing Date.

REPRESENTATIONS AND WARRANTIES

1. Representations and Warranties of NetCalendar. NetCalendar hereby represents and warrants to PopMail as of the date hereof as follows:
1. Organization and Qualification. NetCalendar is a corporation, validly existing and in good standing under the laws of the State of Delaware, with the requisite corporate power and authority to own and use its properties and assets and to carry on its business as currently conducted. NetCalendar is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not, individually or in the aggregate, (x) adversely affect the legality, validity or enforceability of the Shares or this Agreement, (y) have a material adverse effect on the results of operations, assets, or financial condition of NetCalendar, or (z) adversely impair NetCalendar's ability to perform fully on a timely basis its material obligations under this Agreement (a "Material Adverse Effect").
2. Authorization; Enforcement. NetCalendar has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and to otherwise carry out its obligations thereunder. The execution and delivery of this Agreement by NetCalendar and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary action on the part of NetCalendar. This Agreement has been duly executed by NetCalendar and when delivered in accordance with the terms hereof shall constitute the legal, valid and binding obligation of NetCalendar enforceable against NetCalendar in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors' rights and remedies or by other equitable principles of general application. NetCalendar is not in violation of any provision of its certificate of incorporation, bylaws or other charter documents.
3. Capitalization. The authorized, issued and outstanding capital stock of NetCalendar is set forth in Schedule 2.1(c). The only shares of currently issued and outstanding NetCalendar capital stock (including shares of common stock) entitled to preemptive or similar rights are shares of Series A, B and C Convertible Preferred Stock. Except as disclosed in Schedule 2.1(c), there are no outstanding options, warrants, script rights to subscribe to, calls or commitments of any character whatsoever relating to, or, securities, rights or obligations convertible into or exchangeable for, or giving any person any right to subscribe for or acquire any shares of common stock, or contracts, commitments, understandings, or arrangements by which NetCalendar is or may become bound to issue additional shares of common stock, or securities or rights convertible or exchangeable into shares of common stock.
4. Issuance of the Shares. The Shares are duly authorized, and, when issued against payment as contemplated by this Agreement, shall be validly issued.
5. No Conflicts. The execution, delivery and performance of this Agreement by NetCalendar and the consummation by NetCalendar of the transactions contemplated hereby do not and will not (i) conflict with or violate any provision of its certificate of incorporation, bylaws or other charter documents (each as amended through the date hereof), (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument (evidencing a NetCalendar debt or otherwise) to which NetCalendar is a party or by which any property or asset of NetCalendar is bound or affected, or (iii) result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which NetCalendar is subject (including federal and state securities laws and regulations), or by which any property or asset of NetCalendar is bound or affected, except in the case of each of clauses (ii) and (iii), as could not, individually or in the aggregate, have or result in a Material Adverse Effect. The business of NetCalendar is not being conducted in violation of any law, ordinance or regulation of any governmental authority, except for violations which, individually or in the aggregate, could not have or result in a Material Adverse Effect.
6. Consents and Approvals. NetCalendar is not required to obtain any consent, waiver, authorization or order of, or make any filing or registration with, any court or other federal, state, local, foreign or other governmental authority or other Person (defined below) in connection with the execution, delivery and performance by NetCalendar of this Agreement other than where the failure to obtain such consent, waiver, authorization or order, or to give or make such notice or filing, could not have or result in, individually or in the aggregate, a Material Adverse Effect. NetCalendar shall deliver to PopMail the Shares in the manner contemplated hereby free and clear of all liens and encumbrances of any nature whatsoever. A "Person" means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
7. Litigation; Proceedings. Except as specifically disclosed in Schedule 2.1(g), there is no action, suit, notice of violation, proceeding or investigation pending or, to the knowledge of NetCalendar, threatened against or affecting NetCalendar or any of its properties before or by any court, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) which (i) adversely affects or challenges the legality, validity or enforceability of this Agreement or the Shares or (ii) could, individually or in the aggregate, have or result in a Material Adverse Effect.
8. No Default or Violation. NetCalendar (i) is not in default under or in violation of (and has not received notice of a claim that it is in default under or that it is in violation of) any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound, (ii) is not in violation of any order of any court, arbitrator or governmental body, or (iii) is not in violation of any statute, rule or regulation of any governmental authority, except as could not individually or in the aggregate, have or result in, a Material Adverse Effect.
9. Private Offering. Assuming the accuracy of the representations and warranties of PopMail set forth in Sections 2.2(h), (i) and (j), the offer, issuance and sale of the Shares to PopMail as contemplated hereby are exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act").
10. Investment Intent. NetCalendar is acquiring the Purchase Price Shares, and may acquire the Supplemental Purchase Price Shares, for NetCalendar's own account for investment purposes only and not with a view to or for distributing or reselling such securities except pursuant to a registration statement then effective under the Securities Act.
11. Access to Information. NetCalendar acknowledges that NetCalendar has been afforded (i) the opportunity to ask such questions as NetCalendar has deemed necessary of, and to receive answers from, representatives of PopMail concerning the merits and risks of investing in the Purchase Price Shares and the Supplemental Purchase Price Shares; (ii) access to information about PopMail and PopMail's financial condition, results of operations, business, properties, management and prospects sufficient to enable NetCalendar to evaluate NetCalendar's investment; and (iii) the opportunity to obtain such additional information which PopMail possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision.
12. Reliance. NetCalendar understands and acknowledges that (i) the Purchase Price Shares and the Supplemental Purchase Price Shares are being issued to NetCalendar without registration under the Securities Act in a private placement that is exempt from the registration provisions of the Securities Act and (ii) the availability of such exemption, depends in part on, and PopMail will rely upon the accuracy and truthfulness of, the foregoing representations and NetCalendar hereby consents to such reliance.
2. Representations and Warranties of PopMail. PopMail hereby represents and warrants to NetCalendar as of the date hereof as follows:
1. Organization and Qualification. PopMail is a corporation, validly existing and in good standing under the laws of the State of Minnesota, with the requisite corporate power and authority to own and use its properties and assets and to carry on its business as currently conducted. PopMail is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not, individually or in the aggregate, (x) adversely affect the legality, validity or enforceability of the Purchase Price Shares, the Supplemental Purchase Price Shares or this Agreement, (y) have a material adverse effect on the results of operations, assets, or financial condition of PopMail, or (z) adversely impair PopMail's ability to perform fully on a timely basis its material obligations under this Agreement (a "Material Adverse Effect").
2. Authorization; Enforcement. PopMail has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and to otherwise carry out its obligations thereunder. The execution and delivery of this Agreement by PopMail and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary action on the part of PopMail. This Agreement has been duly executed by PopMail and when delivered in accordance with the terms hereof shall constitute the legal, valid and binding obligation of PopMail enforceable against PopMail in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors' rights and remedies or by other equitable principles of general application. PopMail is not in violation of any provision of its articles of incorporation, bylaws or other charter documents.
3. Issuance of the Purchase Price Shares and the Supplemental Purchase Price Shares. The Purchase Price Shares and the Supplemental Purchase Price Shares are duly authorized, and, when issued against payment as contemplated by this Agreement, shall be validly issued.
4. No Conflicts. The execution, delivery and performance of this Agreement by PopMail and the consummation by PopMail of the transactions contemplated hereby do not and will not (i) conflict with or violate any provision of its articles of incorporation, bylaws or other charter documents (each as amended through the date hereof), (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument (evidencing a PopMail debt or otherwise) to which PopMail is a party or by which any property or asset of PopMail is bound or affected, or (iii) result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which PopMail is subject (including federal and state securities laws and regulations), or by which any property or asset of PopMail is bound or affected, except in the case of each of clauses (ii) and (iii), as could not, individually or in the aggregate, have or result in a Material Adverse Effect. The business of PopMail is not being conducted in violation of any law, ordinance or regulation of any governmental authority, except for violations which, individually or in the aggregate, could not have or result in a Material Adverse Effect.
5. Consents and Approvals. PopMail is not required to obtain any consent, waiver, authorization or order of, or make any filing or registration with, any court or other federal, state, local, foreign or other governmental authority or other Person (defined below) in connection with the execution, delivery and performance by PopMail of this Agreement other than where the failure to obtain such consent, waiver, authorization or order, or to give or make such notice or filing, could not have or result in, individually or in the aggregate, a Material Adverse Effect. PopMail shall deliver to PopMail the Purchase Price Shares and, if applicable, the Supplemental Purchase Price Shares in the manner contemplated hereby free and clear of all liens and encumbrances of any nature whatsoever. A "Person" means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
6. Litigation; Proceedings. Except as specifically disclosed in Schedule 2.2(f), there is no action, suit, notice of violation, proceeding or investigation pending or, to the knowledge of PopMail, threatened against or affecting PopMail or any of its properties before or by any court, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) which (i) adversely affects or challenges the legality, validity or enforceability of this Agreement or the Purchase Price Shares or the Supplemental Purchase Price Shares or (ii) could, individually or in the aggregate, have or result in a Material Adverse Effect.
7. Private Offering. Assuming the accuracy of the representations and warranties of NetCalendar set forth in Sections 2.1(j), (k) and (l), the offer, issuance and sale of the Purchase Price Shares and the Supplemental Purchase Price Shares to NetCalendar as contemplated hereby are exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act").
8. Investment Intent. PopMail is acquiring the Shares for PopMail's own account for investment purposes only and not with a view to or for distributing or reselling such securities.
9. Access to Information. PopMail acknowledges that PopMail has been afforded (i) the opportunity to ask such questions as PopMail has deemed necessary of, and to receive answers from, representatives of NetCalendar concerning the merits and risks of investing in the Shares; (ii) access to information about NetCalendar and NetCalendar's financial condition, results of operations, business, properties, management and prospects sufficient to enable PopMail to evaluate PopMail's investment; and (iii) the opportunity to obtain such additional information which PopMail possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision.
10. Reliance. PopMail understands and acknowledges that (i) the Shares are being issued to PopMail without registration under the Securities Act in a private placement that is exempt from the registration provisions of the Securities Act and (ii) the availability of such exemption, depends in part on, and NetCalendar will rely upon the accuracy and truthfulness of, the foregoing representations and PopMail hereby consents to such reliance.

INDEMNIFICATION

1. Survival of Representations and Warranties. Notwithstanding any investigation made by or on behalf of any of the parties hereto or the results of any such investigation and notwithstanding the participation of such party in the Closing, the representations and warranties contained in Article 2 hereof shall survive the Closing, provided that claims based upon any alleged breach of a representation or warranty contained in Sections 2.1(g) or 2.2(f) may be brought at any time on or prior to the expiration of any relevant statute of limitations governing the underlying claim.
2. Indemnification of PopMail. NetCalendar agrees to indemnify and hold harmless PopMail, and each of PopMail's subsidiaries, and their respective officers, directors, employees, agents, affiliates and shareholders against and in respect of: (i) any and all losses, damages or deficiencies (whether as a result of a direct claim by PopMail against NetCalendar, a third party claim against PopMail or otherwise) resulting to PopMail from any and all breaches of representations, warranties, covenants or other terms of this Agreement by NetCalendar made or contained in this Agreement or in any certification, list, document, exhibit or schedule delivered to PopMail under or in connection with this Agreement or the transactions contemplated herein; and (ii) all costs and expenses incident to any and all actions, suits, proceedings, claims, demands, assessments, settlements or judgments in respect of the foregoing, regardless of the merit thereof, including PopMail's reasonable legal and accounting fees and expenses (whether incident to the foregoing or to PopMail's enforcement of said rights of defense and indemnity) (items (i) and(ii) above shall be referred to herein collectively as "PopMail's Damages").
3. Procedure for Indemnification of PopMail. If any action, suit or proceeding shall be commenced against PopMail or any claim, demand or assessment be asserted against PopMail in respect of which PopMail proposes to demand indemnification, PopMail shall notify NetCalendar to that effect with reasonable promptness. PopMail will have the right to cause NetCalendar to assume the entire control of the defense, compromise or settlement thereof, including, at the expense of NetCalendar, employment of counsel satisfactory to PopMail and, in connection therewith, PopMail shall cooperate fully to make available to NetCalendar all pertinent information under its control. With respect to any action, suit, proceeding claim, demand or assessment made against PopMail as to which PopMail does not cause NetCalendar to assume control of the defense thereof, NetCalendar shall thereafter reimburse PopMail for all of PopMail's Damages, as and when they are incurred.
4. Indemnification of NetCalendar. PopMail agrees to indemnify and hold harmless NetCalendar, and each of NetCalendar's subsidiaries, and their respective officers, directors, employees, agents, affiliates and stockholders against and in respect of: (i) any and all losses, damages or deficiencies (whether as a result of a direct claim by NetCalendar against PopMail, a third party claim against NetCalendar or otherwise) resulting to NetCalendar from any and all breaches of representations, warranties, covenants or other terms of this Agreement by PopMail made or contained in this Agreement or in any certification, list, document, exhibit or schedule delivered to NetCalendar under or in connection with this Agreement or the transactions contemplated herein; and (ii) all costs and expenses incident to any and all actions, suits, proceedings, claims, demands, assessments, settlements or judgments in respect of the foregoing, regardless of the merit thereof, including NetCalendar's reasonable legal and accounting fees and expenses (whether incident to the foregoing or to NetCalendar's enforcement of said rights of defense and indemnity) (items (i) and(ii) above shall be referred to herein collectively as "NetCalendar's Damages").
5. Procedure for Indemnification of NetCalendar. If any action, suit or proceeding shall be commenced against NetCalendar or any claim, demand or assessment be asserted against NetCalendar in respect of which NetCalendar proposes to demand indemnification, NetCalendar shall notify PopMail to that effect with reasonable promptness. NetCalendar will have the right to cause PopMail to assume the entire control of the defense, compromise or settlement thereof, including, at the expense of PopMail, employment of counsel satisfactory to NetCalendar and, in connection therewith, NetCalendar shall cooperate fully to make available to PopMail all pertinent information under its control. With respect to any action, suit, proceeding claim, demand or assessment made against NetCalendar as to which NetCalendar does not cause PopMail to assume control of the defense thereof, PopMail shall thereafter reimburse NetCalendar for all of NetCalendar's Damages, as and when they are incurred.

OTHER AGREEMENTS OF THE PARTIES

1. Transfer Restrictions.
1. The Shares, Purchase Price Shares, the Supplemental Purchase Price Shares and the Additional Shares (defined in Section 4.4 below) may only be disposed of pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from or in a transaction not subject to the registration requirements thereof. In connection with any transfer of such securities other than pursuant to an effective registration statement, the issuer may require the transferor thereof to provide to the issuer an opinion of counsel experienced in the area of federal securities laws selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the issuer and its counsel, to the effect that such transfer does not require registration under the Securities Act of 1933, as amended.
2. Each of NetCalendar and PopMail agree to the imprinting, so long as is required by this Section 4.1(b), of either of the following legends on certificates and other documents representing the Shares, Purchase Price Shares, Supplemental Purchase Price Shares and Additional Shares:

Legend (1):

THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE, IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

Legend (2):

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY BE TRANSFERRED ONLY IF REGISTERED UNDER SUCH APPLICABLE ACTS OR UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

2. The legends set forth above shall be removed from such certificates and other documents and the issuer shall issue a certificate without any legend (upon surrender of the legended certificates or other documents duly endorsed) to each holder of such certificates and other documents upon which it is stamped if (i) such securities are registered for resale under the Securities Act or (ii) such legend is not required pursuant to Rule 144(k) promulgated under the Securities Act. Each of NetCalendar and PopMail agrees that it will provide the other, upon request, with certificates representing the issuer's securities issued pursuant to this Agreement free from such legend at such time as such legend is no longer required in accordance with this Section.
3. Appointment to Board of Advisors; Appointment to Board of Directors.
1. Promptly upon the Closing of the purchase of the Shares contemplated by this Agreement, NetCalendar shall appoint one person designated by PopMail to the NetCalendar Board of Advisors and permit such person (or any replacement designated by PopMail) to fully participate in the duties and other activities of the Board of Advisors, and shall reimburse such person for any and all expense reasonably incurred in connection therewith, so long as PopMail owns any of the Shares. PopMail hereby designates ______________ as PopMail's first appointee to serve on the NetCalendar Board of Advisors.
2. In the event that PopMail fully exercises the Option pursuant to Section 4.4 below as to all 27,624 Additional Shares, and PopMail causes the Initial Registration Statement defined in Section 5.1 to be declared effective on or before the Initial Registration Due Date, NetCalendar shall cause PopMail's designee (or any replacement designee subsequently identified by PopMail) to be appointed to the NetCalendar Board of Directors. So long as (i) the Initial Registration Statement is maintained effective throughout the Registration Period and any Supplemental Registration Statement is maintained effective throughout the Supplemental Registration Period, and (ii) PopMail owns in excess of eight percent (8%) of NetCalendar's issued and outstanding shares of capital stock, on a fully diluted, as-converted basis, PopMail's designee shall continue to serve on the NetCalendar Board of Directors.
4. Option to Purchase Additional Shares. NetCalendar hereby grants to PopMail an option (the "Option") to purchase up to 27,624 additional shares of NetCalendar common stock (the "Additional Shares") at a per share price of $36.2004 (the "Exercise Price"), payable in cash. To exercise the Option, PopMail must deliver written notice thereof (the "Option Notice") to NetCalendar on or before the 30th day following the Initial Closing Date. In the event that PopMail elects to exercise the Option, the parties shall select a mutually agreeable closing date, time and location within thirty (30) days of the Option Notice, at which PopMail will deliver to NetCalendar the aggregate Exercise Price and NetCalendar shall deliver to PopMail certificates representing the Additional Shares.
5. Notice of Breaches. Each of NetCalendar and PopMail shall give prompt written notice to the other of any breach of any representation, warranty or other agreement contained in this Agreement, as well as any events or occurrences arising after the date hereof and prior to the Initial Closing Date which would reasonably be likely to cause any representation or warranty or other agreement of such party, as the case may be, contained herein to be materially incorrect or breached as the date thereof. However, no disclosure by either party pursuant to this Section 4.5 shall be deemed to cure any breach of any representation, warranty or other agreement contained herein

REGISTRATION OF POPMAIL COMMON STOCK

1. Filing of Initial Registration Statement. On or before the 30th day following the Initial Closing Date, PopMail shall prepare and file a registration statement on Form S-3 (or any successor form thereto) (the "Initial Registration Statement") covering the resale of the Purchase Price Shares issued pursuant to Section 1.2 hereof with the SEC pursuant to Rule 415 of the Securities Act. PopMail will use its reasonable best efforts to have the Initial Registration Statement declared effective by the SEC on or before the 75th day following the Initial Closing Date (the Initial Registration Due Date"). PopMail shall maintain the effectiveness of the Initial Registration Statement at all times until the second anniversary of the Initial Closing Date (the "Registration Period").
2. Resale of Purchase Price Shares. NetCalendar may sell pursuant to the Initial Registration Statement up to 25 percent of the Purchase Price Shares during each of four successive 90 day periods commencing on the date the Initial Registration Statement is declared effective by the SEC (the "Effective Date"). NetCalendar may sell any remaining Purchase Price Shares pursuant to the Initial Registration Statement during the period commencing on the 361 day following the Effective Date and ending upon the expiration of the Registration Period and, thereafter, pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended.
3. Supplemental Registration Statement. In the event that PopMail issues Supplemental Purchase Price Shares pursuant to the provisions of Section 1.4 hereof, PopMail shall prepare and file a registration statement on Form S-3 (or any successor form thereto) (the "Supplemental Registration Statement") covering the resale of such securities with the SEC pursuant to Rule 415 of the Securities Act. PopMail will use its reasonable best efforts to have the Supplemental Registration Statement declared effective by the SEC on or before the 75th day following the Supplemental Closing Date (the "Supplemental Registration Due Date"). PopMail shall maintain the effectiveness of the Supplemental Registration Statement at all times until the first anniversary of the Supplemental Closing Date (the "Supplemental Registration Period").
4. Filing of Amendments. PopMail shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Initial Registration Statement (and, if applicable, the Supplemental Registration Statement) and the prospectus(es) used in connection therewith as may be necessary to keep such Registration Statements effective at all times through the Registration Period and the Supplemental Registration Period.
5. Qualification Under Blue Sky Laws. PopMail shall use its reasonable best efforts to (i) register and qualify the securities covered by the Initial Registration Statement and Supplemental Registration Statement (collectively, the "PopMail Shares") under such other securities or blue sky laws of such jurisdictions as NetCalendar may reasonably request, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements, (iii) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times through the Registration Period and, if applicable, the Supplemental Registration Period and (iv) take all other actions reasonably necessary or advisable to qualify the PopMail Shares for sale in such jurisdictions; provided, however, that PopMail shall not be required in connection therewith or as a condition thereto to (I) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 5.5, (II) subject itself to general taxation in any such jurisdiction, (III) file a general consent to service of process in any such jurisdiction (excluding execution of a Form U-2 Uniform Consent to Service of Process or equivalent filing which may be required for such registration, qualification or any exemption therefrom), or (IV) make any change in its charter or bylaws.
6. Registration Expenses. All expenses (other than fees and expenses of investment bankers retained by NetCalendar, if any, and brokerage commissions) incurred in connection with registrations, filings or qualifications pursuant to this Article 5, including, without limitation, all registration, listing and qualifications fees, printers and accounting fees and the fees and disbursements of counsel for PopMail, shall be borne by PopMail; provided, however, that NetCalendar shall bear the fees and out-of-pocket expenses of its own legal counsel and any accountants and agents engaged by NetCalendar.
7. Indemnification. In the event any PopMail Shares are included in a registration statement pursuant to this Agreement:
1. To the extent permitted by law, PopMail (in such capacity an "Indemnifying Party") shall indemnify and hold NetCalendar (in such capacity an "Indemnified Person") harmless against any losses, claims, damages, expenses or liabilities (collectively the "Claims") to which NetCalendar becomes subject under the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise, insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any of the following statements, omissions or violations in the Initial Registration Statement or Supplemental Registration Statement, or any post-effective amendment thereof, or any prospectus included therein: (i) any untrue statement or alleged untrue statement of a material fact contained in either registration statement or any post-effective amendment thereof or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus if used prior to the effective date of the applicable registration statement, or contained in the final prospectus (as amended or supplemented, if PopMail files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading or (iii) any violation or alleged violation by PopMail of the Securities Act, the Exchange Act or any state securities law or any rule or regulation (the matters in the foregoing clauses (i) through (iii) being, collectively, "Violations"). PopMail shall reimburse NetCalendar promptly as such expenses are incurred and are due and payable, for any legal fees or other reasonable expenses incurred by NetCalendar in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 5.7 shall not apply to a Claim arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to PopMail by NetCalendar expressly for use in connection with the preparation of either the Initial Registration Statement or the Supplemental Registration Statement or any such amendment thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Person.
2. In connection with the Initial Registration Statement and, if applicable, the Supplemental Registration Statement, NetCalendar (in such capacity an "Indemnifying Party") agrees to indemnify and hold harmless, to the same extent and in the same manner set forth in Section 5.7(a), PopMail, each of its directors, each of its officers who signs the Registration Statement, each person, if any, who controls PopMail within the meaning of the Securities Act or the Exchange Act, and any other shareholder selling securities pursuant to the applicable registration statement or any of its directors or officers or any person who controls such shareholder within the meaning of the Securities Act or the Exchange Act (each an "Indemnified Party"), against any Claim to which any of them may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such Claim arises out of or is based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished to PopMail by NetCalendar expressly for use in connection with either or both registration statement; and NetCalendar will promptly reimburse any legal or other expenses reasonably incurred by the Indemnified Parties in connection with investigating or defending any such Claim; provided, however, that the indemnity agreement contained in this Section 5.7(b) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of NetCalendar, which consent shall not be unreasonably withheld; provided, further, however, that NetCalendar shall be liable under this Section 5.7(b) for only that amount of a Claim as does not exceed the net proceeds to NetCalendar as a result of the sale of the Purchase Price Shares or the Supplemental Purchase Price Shares pursuant to either the Initial Registration Statement or the Supplemental Registration Statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party.
3. Promptly after receipt by the Indemnified Person or any Indemnified Party under this Section 5.7 of notice of the commencement of any action (including any governmental action), the Indemnified Person or such Indemnified Party shall, if a Claim in respect thereof is to made against any Indemnifying Party under this Section 5.7, deliver to the Indemnifying Party a written notice of the commencement thereof and this Indemnifying Party shall have the right to participate in, and, to the extent the Indemnifying Party so desires, jointly with any other Indemnifying Party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the Indemnifying Parties; provided, however, that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnifying Party, if, in the reasonable opinion of counsel retained by the Indemnifying Party, the representation by such counsel of the Indemnified Person or Indemnified Party and the Indemnifying Party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and other party represented by such counsel in such proceeding. The failure to deliver written notice to the Indemnifying Party within a reasonable time of the commencement of any such action shall not relieve such Indemnifying Party of any liability to the Indemnified Person or Indemnified Party under this Section 5.7, except to the extent that the Indemnifying Party is prejudiced in its ability to defend such action. The indemnification required by this Section 5.7 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payable.
8. Contribution. To the extent any indemnification provided for herein is prohibited or limited by law, the Indemnifying Party agrees to make the maximum contribution with respect to any amounts for which it would otherwise be liable under Section 5.7 to the fullest extent permitted by law; provided, however, that (a) no contribution shall be made under circumstances where the maker would not have been liable for indemnification under the fault standards set forth in Section 5.7, (b) no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation and (c) contribution by NetCalendar shall be limited in amount to the net amount of proceeds received by NetCalendar from the sale of the Purchase Price Shares and the Supplemental Purchase Price Shares.
9. Reports under Exchange Act. With a view to making available to NetCalendar the benefits of Rule 144 or any other similar rule or regulation of the SEC that may at any time permit NetCalendar to sell securities of PopMail to the public without registration, until such time as NetCalendar have sold all the Purchase Price Shares and the Supplemental Purchase Price Shares pursuant to the Initial Registration Statement and, if applicable, the Supplemental Registration Statement, or Rule 144, PopMail agrees to:
1. make and keep public information available, as those terms are understood and defined in Rule 144;
2. file with the SEC all reports and other documents required of PopMail under the Securities Act and the Exchange Act; and
3. furnish to NetCalendar so long as NetCalendar owns Purchase Price Shares or Supplemental Purchase Price Shares, promptly upon request, (i) a written statement by PopMail that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of PopMail and such other reports and documents so filed by PopMail and (iii) such other information as may be reasonably requested to permit NetCalendar to sell such securities pursuant to Rule 144 without registration.

TERMINATION; REMEDIES

1. Termination. This Agreement will be terminated and, except as set forth below, the provisions hereof shall have no further force or effect in the earliest event that:
1. The average closing share price of PopMail common stock for the ten consecutive trading days preceding the second business day prior to the Initial Closing Date is less than $.50 and NetCalendar rejects PopMail's offer of Purchase Price Shares made pursuant to Section 1.1;
2. The Initial Registration Statement is not declared effective by the SEC on or before the Initial Registration Due Date, and NetCalendar elects (as hereby authorized) to terminate this Agreement at any time during the 60-day period following the Initial Registration Due Date by providing written notice thereof (the "Termination Notice") to PopMail during such period; provided, however, that NetCalendar may not elect to terminate this Agreement if the Initial Registration Statement is declared effective by the SEC prior to NetCalendar providing such Termination Notice. Within ten (10) days of the date of such Termination Notice, PopMail shall deliver to NetCalendar the certificates representing the Shares and NetCalendar shall deliver to PopMail the certificates representing the Purchase Price Shares; or
3. The Initial Registration Statement, having once been declared effective by the SEC, is not maintained effective by PopMail throughout the Registration Period, and NetCalendar elects (as hereby authorized) to terminate this Agreement at any time during the 60-day period following the date upon which the Initial Registration shall become not effective, by providing written notice thereof (the "Termination Notice") to PopMail during such period; provided, however, that NetCalendar may not elect to terminate this Agreement if the Initial Registration Statement, having become not effective, is again made effective by the SEC prior to NetCalendar providing such Termination Notice. Within ten (10) days of the date of such Termination Notice, NetCalendar shall deliver to PopMail certificates representing such number of Purchase Price Shares as shall then be held by NetCalendar, and PopMail shall deliver to NetCalendar certificates representing such number of Shares as shall equal the value of the Purchase Price Shares tendered by NetCalendar hereunder, with the value of the Purchase Price Shares and the Shares exchanged under this Section 6.1(c) each being determined as of the Initial Closing Date.
2. Litigation Expense. In the event any party hereto is made or shall become a party to any litigation commenced by or against the other party involving the enforcement of any of the rights or remedies of such party, or arising on account of a default of the other party in its performance of any of the other party's obligations hereunder, then the prevailing party in such litigation shall be entitled to full reimbursement by the other party of any and all reasonable costs incurred by such prevailing party in connection with such litigation, including the reasonable costs, fees and expenses of attorneys.

MISCELLANEOUS

1. Fees and Expenses. Each party shall pay the fees and expenses of its advisers and other experts in connection with the transactions contemplated by this Agreement.
2. Entire Agreement. This Agreement, together with any Exhibits and Schedules hereto, contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, with respect to such matters.
3. Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile telephone number specified in this Section prior to 4:30 p.m. (Minneapolis time) on a business day, (ii) the business day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile telephone number specified herein later than 4:30 p.m. (Minneapolis time) on any date and earlier than 11:59 p.m. (Minneapolis time) on such date, (iii) the business day following the date of mailing, if sent by nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as follows:

If to PopMail:

PopMail.com, inc.

5700 W. Plano Parkway Suite 1000

Plano, TX 75093

telephone: 972-381-2742

facsimile: 972-381-2743

Attention: Mr. Gary Schneider

With copy to:

Philip J. Tilton, Esq.

Maslon Edelman Borman & Brand, LLP

3300 Wells Fargo Center

Minneapolis, MN 55402

telephone: 612-672-8200

facsimile: 612-672-8397

If to NetCalendar:

NetCalendar, Inc.

1901 N. Ft. Myer Drive, Suite 702

Arlinton, Virginia 22209

telephone: 703.812.1500

facsimile: 703.812.1507

Attention: Mr. Edward L. Neumann

With copy to:

J. Stephen Britt, Esq.

Enterprise Business Law Group LLC

7900 Westpark Drive, Suite T-305

McLean, Virginia 22102

telephone: 703.848.8317

facsimile: 703.848.8333

4. Waivers. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right accruing to it thereafter.
5. Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.
6. Assignment and Delegation. Neither party may assign its rights nor delegate its duties or obligations arising under this Agreement without the written consent of the other, which consent may be withheld for any reason or no reason. The assignment by a party of this Agreement or any rights hereunder shall not affect the obligations of such party under this Agreement.
7. No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns and, other than with respect to permitted assignees under Section 7.6, is not for the benefit of, nor may any provision hereof be enforced by, any other Person.
8. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Minnesota without regard to the principles of conflicts of law thereof.
9. Survival. The representations, warranties, agreements and covenants contained in this Agreement shall survive after the Closing Date.
10. Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature page were an original thereof.
11. Severability. In case any one or more of the provisions of this Agreement shall be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties will attempt to agree upon a valid and enforceable provision which shall be a reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Agreement.
12. Remedies. Each of the parties to this Agreement acknowledges and agrees that the other parties would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the parties hereto agrees that the other parties shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions of this Agreement in any action instituted in any court of the United States of America or any state thereof having jurisdiction over the parties to this Agreement and the matter, in addition to any other remedy to which they may be entitled, at law or in equity.

IN WITNESS WHEREOF, the parties hereto have caused this Stock Purchase Agreement to be duly executed by their respective authorized persons as of the date first indicated above.

NETCALENDAR, INC.

By: _______________________

Edward L. Neumann

Its: Chief Executive Officer

POPMAIL.COM, INC.

By: _______________________

Gary Schneider

Its: Chief Executive Officer

EX-10.53

Exhibit 10.53

SECURITY AGREEMENT

This Security Agreement (the "Agreement") is made as of December 8, 2000 by and between JBII Corporation, a Delaware corporation (the "Debtor"), and PopMail.com, Inc., a Minnesota corporation (the "Secured Party").

RECITALS

The Debtor and the Secured Party are parties to a Secured Promissory Note of even date with this Agreement (the "Note"). The parties intend that the Debtor's obligations to repay the Note be secured by certain assets of the Debtor.

AGREEMENT

In consideration of the purchase of the Note by the Secured Party and for other good and valuable consideration, the Debtor hereby agrees with the Secured Party as follows:

1. Grant of Security Interest. To secure the Debtor's full and timely performance of all of the Debtor's obligations and liabilities to the Secured Party pursuant to the Note (including, without limitation, Debtor's obligation to timely pay the principal amount of the Note) (the "Obligations"), the Debtor hereby grants to the Secured Party a continuing security interest (the "Security Interest") in and to all of the property described on Exhibit A to this Agreement (the "Collateral"). The Security Interest shall be a first and prior interest in all of the Collateral.

2. Covenants. The Debtor covenants and agrees with the Secured Party that, from and after the date of this Agreement until the Obligations are paid in full:

(a) Other Liens. Except for the Security Interest, the Debtor is the owner of the Collateral. No financing statements covering any Collateral or any proceeds thereof are on file in any public office.

(b) Further Documentation. At any time and from time to time, upon the written request of the Secured Party, and at the sole expense of the Secured Party, the Debtor will promptly and duly execute and deliver such further instruments and documents and take such further action as the Secured Party may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, filing any financing or continuation statements under the Uniform Commercial Code in effect in any jurisdiction with respect to the liens created hereby. The Debtor also hereby authorizes the Secured Party to file any such financing or continuation statement without the signature of the Debtor to the extent permitted by applicable law. A reproduction of this Agreement shall be sufficient as a financing statement (or as an exhibit to a financing statement on form UCC-1) for filing in any jurisdiction.

(c) Indemnification. The Debtor agrees to defend, indemnify and hold harmless the Secured Party against any and all liabilities, costs and expenses (including, without limitation, legal fees and expenses): (i) with respect to, or resulting from, any delay in paying, any and all excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or (ii) with respect to, or resulting from, any delay in complying with any law, rule, regulation or order of any governmental authority applicable to any of the Collateral.

(d) Maintenance of Records. The Debtor will keep and maintain at its own expense complete and satisfactory records of the Collateral.

(e) Inspection Rights. The Secured Party shall have full access during normal business hours, and upon reasonable prior notice, to all the books, correspondence and other records of the Debtor relating to the Collateral. The Secured Party or its representatives may examine such records and make photocopies or otherwise take extracts from such records. The Debtor agrees to render to the Secured Party, at the Debtor's expense, such clerical and other assistance as may be reasonably requested with regard to the exercise of its rights pursuant to this paragraph.

(f) Compliance with Laws, etc. The Debtor will comply in all material respects with all laws, rules, regulations and orders of any governmental authority applicable to any part of the Collateral or to the operation of the Debtor's business; provided, however, that the Debtor may contest any such law, rule, regulation or order in any reasonable manner which does not, in the reasonable opinion of the Debtor, adversely affect the Secured Party's rights or the priority of its liens on the Collateral.

(g) Payment of Obligations. The Debtor will pay promptly when due all taxes, assessments and governmental charges or levies imposed upon the Collateral or with respect to any of its income or profits derived from the Collateral, as well as all claims of any kind (including, without limitation, claims for labor, materials and supplies) against or with respect to the Collateral, except that no such charge need be paid if (i) the validity of such charge is being contested in good faith by appropriate proceedings, (ii) such proceedings do not involve any material danger of the sale, forfeiture or loss of any of the Collateral or any interest in the Collateral and (iii) such charge is adequately reserved against on the Debtor's books in accordance with generally accepted accounting principles.

(h) Further Identification of Collateral. The Debtor will furnish to the Secured Party from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Secured Party may reasonably request, all in reasonable detail.

3. Secured Party's Appointment as Attorney-in-Fact.

(a) Powers. For purposes of this Agreement, "Event of Default" means Debtor's failure to pay or discharge the Obligations in full in accordance with the terms of the Note. The Debtor hereby appoints the Secured Party and any officer or agent of the Secured Party, with full power of substitution, as its attorney-in-fact with full irrevocable power and authority in the place of the Debtor and in the name of the Debtor or its own name, from time to time in the Secured Party's discretion so long as an Event of Default has occurred and is continuing, for the purpose of carrying out the terms of this Agreement, to take any appropriate action and to execute any instrument which may be necessary or desirable to accomplish the purposes of this Agreement. Without limiting the foregoing, so long as an Event of Default has occurred and is continuing, the Secured Party shall have the right, without notice to, or the consent of, the Debtor, to do any of the following on the Debtor's behalf:

(i) to pay or discharge any taxes or liens levied or placed on or threatened against the Collateral;

(ii) to direct any party liable for any payment under any of the Collateral to make payment of any and all amounts due or to become due thereunder directly to the Secured Party or as the Secured Party directs;

(iii) to ask for or demand, collect, and receive payment of and receipt for, any payments due or to become due at any time in respect of or arising out of any Collateral;

(iv) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to enforce any right in respect of any Collateral;

(v) to defend any suit, action or proceeding brought against the Debtor with respect to any Collateral;

(vi) to settle, compromise or adjust any suit, action or proceeding described in subsection (v) above and to give such discharges or releases in connection therewith as the Secured Party may deem appropriate;

(vii) to assign any patent right included in the Collateral of Debtor (along with the goodwill of the business to which any such patent right pertains), throughout the world for such term or terms, on such conditions, and in such manner, as the Secured Party shall in its sole discretion determine; and

(viii) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral and to take, at the Secured Party's option and the Debtor's expense, any actions which the Secured Party deems necessary to protect, preserve or realize upon the Collateral and the Secured Party's liens on the Collateral and to carry out the intent of this Agreement, in each case to the same extent as if the Secured Party were the absolute owner of the Collateral for all purposes.

The Debtor hereby ratifies whatever actions the Secured Party shall lawfully do or cause to be done in accordance with this Section 3. This power of attorney shall be a power coupled with an interest and shall be irrevocable.

(b) No Duty on Secured Party's Part. The powers conferred on the Secured Party by this Section 3 are solely to protect the Secured Party's interests in the Collateral and shall not impose any duty upon it to exercise any such powers. The Secured Party shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Secured Party nor any of its officers, directors, employees or agents shall, in the absence of willful misconduct or gross negligence, be responsible to the Debtor for any act or failure to act pursuant to this Section 3.

4. Remedies. If an Event of Default has occurred and is continuing, the Secured Party may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement relating to the Obligations, all rights and remedies of a secured party under the Washington Uniform Commercial Code, as amended from time to time (the "Code").

5. Limitation on Duties Regarding Preservation of Collateral. The Secured Party's sole duty with respect to the custody, safekeeping and preservation of the Collateral, under RCW 62.9-207 of the Code or otherwise, shall be to deal with it in the same manner as the Secured Party deals with similar property for its own account. Neither the Secured Party nor any of its directors, officers, employees or agents shall be liable for failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Debtor or otherwise.

6. Powers Coupled with an Interest. All authorizations and agencies contained in this Agreement with respect the Collateral are irrevocable and powers coupled with an interest.

7. Miscellaneous.

(a) Amendments and Waivers. Any term of this Agreement may be amended with the written consent of the parties or their respective successors and assigns. Any amendment or waiver effected in accordance with this Section 7(a) shall be binding upon the parties and their respective successors and assigns.

(b) Transfer; Successors and Assigns. The terms and conditions of this Agreement shall be binding upon the Debtor and its successors and assigns and inure to the benefit of the Secured Party and its successors and assigns. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

(c) Governing Law. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Washington, without giving effect to principles of conflicts of law.

(d) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

(e) Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

(f) Notices. Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon receipt, when delivered personally or by courier, overnight delivery service or confirmed facsimile, or forty-eight (48) hours after being deposited in the U.S. mail as certified or registered mail with postage prepaid, if such notice is addressed to the party to be notified at such party's address or facsimile number as set forth below or as subsequently modified by written notice.

(g) Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith, in order to maintain the economic position enjoyed by each party as close as possible to that under the provision rendered unenforceable. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.

(h) Entire Agreement. This Agreement, and the documents referred to herein constitute the entire agreement between the parties hereto pertaining to the subject matter hereof, and any and all other written or oral agreements existing between the parties hereto concerning such subject matter are expressly canceled.

[Signature Page Follows]

The Debtor and Secured Party have caused this Agreement to be duly executed and delivered as of the date first above written.

DEBTOR:

JBII Corporation

a Delaware corporation

By:____________________________

Name:___________________________

Title: ___________________________

Address: 2310 130^th Avenue NE

Suite B-202

Bellevue, WA 98005

Facsimile No:(425) 869-3678

SECURED PARTY:

PopMail.com, Inc.,

a Minnesota corporation

By:_________________________

Name:___________________________

Title: ___________________________

Address:

1331 Corporate Dr # 350

Irving, TX 75038

Facsimile Number: (972) 550-5581

EX-10.54

Exhibit 10.54

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.

SECURED PROMISSORY NOTE

$2,250,000.00 December 8, 2000

Bellevue, Washington

For value received, JBII Corporation, a Washington corporation (the "Company"), promises to pay to Popmail.com, Inc. (the "Holder"), the principal sum of Two Million Two Hundred Fifty Thousand Dollars and No Cents ($2,250,000.00) (as may be adjusted as provided in Section 2 below) (the "Principal Amount"), with zero interest on the unpaid principal hereof; provided, however, in the event the Company is in default of its obligation to pay any amounts due under this Note, then interest shall accrue from the date of such default solely on such amounts at the then applicable prime rate per annum. This Note is issued pursuant to that certain Asset Purchase Agreement dated December 8, 2000 by and among the Company, the Holder and IZ.com, Inc. (the "Asset Agreement"). All capitalized terms not defined herein shall have the meaning set forth in the Asset Agreement. This secured promissory note ("Note") is subject to the following terms and conditions.

1. Maturity. This Note will automatically mature and be due and payable in one of the following options, which option shall be chosen by Company in its sole discretion except that compliance with option (a) shall be mandatory upon the occurrence of a Liquidity Event (as defined below):

(a) Within five (5) days following the closing of (i) an underwritten initial public offering of the Company's Common Stock pursuant to a Registration Statement on Form S-1 under the Securities Act of 1933, as amended (the "IPO"), or (ii) the sale or other transfer or conveyance of all or substantially all of the Purchased Assets substantially in exchange for cash consideration, or (iii) the Company's merger with or into or consolidation with any other corporation (other than a wholly-owned subsidiary corporation) substantially in exchange for cash consideration or if the Company effects any other transaction or series of related transactions substantially in exchange for cash consideration in which more than fifty percent (50%) of the voting power of the Company is disposed of and the Company is not the survivor (each of (i), (ii) and (iii) a "Liquidity Event"); or

(b) Beginning at the end of the Company's first fiscal quarter that occurs after the three-year anniversary of the Closing Date (the "Initial Quarter"), Company shall pay Holder quarterly installments of exactly 15% of Company's net operating profit (as calculated in accordance with GAAP) from the previous fiscal quarter, with the first installment due 30 days after the end of the Initial Quarter and all subsequent installments payable 30 days after the end of each quarter thereafter, provided that all amounts due and payable under this Note shall be paid to Holder by no later than the date that is the eight-year anniversary of the Closing Date; or

(c) Beginning at the end of the Initial Quarter, if Company chooses to tender Popmail Stock (as defined in Section 3) pursuant to Section 3, Company shall pay Holder quarterly installments of shares of Popmail Stock having a value (determined as set forth in Section 3) equal to at least 50% of Company's operating profit (as calculated in accordance with GAAP) from the previous fiscal quarter, with the first installment due 30 days after the end of the Initial Quarter and all subsequent installments payable 30 days after the end of each quarter thereafter, provided that all amounts due and payable under this Note shall be paid to Holder by no later than the date that is the eight- year anniversary of the Closing Date; or

(d) If Company does not elect (a), (b) or (c) above, then the Note shall automatically mature and become due and payable in 48 equal monthly installments, with the first such installment due the date that is the four-year anniversary of the Closing Date, with subsequent installments due thereafter on the monthly anniversaries of the Closing Date.

Notwithstanding the foregoing, the entire unpaid principal sum of this Note shall become immediately due and payable upon the insolvency of the Company, the commission of any act of bankruptcy by the Company, the execution by the Company of a general assignment for the benefit of creditors, the filing by or against the Company of a petition in bankruptcy or any petition for relief under the federal bankruptcy act or the continuation of such petition without dismissal for a period of ninety (90) days or more, or the appointment of a receiver or trustee to take possession of the property or assets of the Company.

2. Principal Amount Adjustment. In the event a Consideration Adjustment occurs as provided in Section 2.6(a) of the Asset Agreement or partial forgiveness of the Principal Amount occurs as provided in Sections 2.6(b) or 2.6(c) of the Asset Agreement, the Principal Amount shall be correspondingly reduced in an amount equal to such Consideration Adjustment or partial forgiveness, respectively. Any such adjustment shall affect only the Principal Amount, and all other terms and provisions of this Note shall remain unchanged.

3. Payment; Prepayment. All payments shall be made in either (i) lawful money of the United States of America or (ii) shares of Popmail.com, Inc. common stock ("Popmail Stock"), in each case at such place as the Holder hereof may from time to time designate in writing to the Company. Any shares of Popmail Stock tendered by Holder pursuant to this Section 3 shall be valued at the average of the closing trade prices over the ten day period immediately prior to the date such shares are tendered. Prepayment of this Note may be made at any time(s) and in any amount(s) without penalty.

4. Transfer; Successors and Assigns. The terms and conditions of this Note shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Notwithstanding the foregoing, the Holder may not assign, pledge, or otherwise transfer this Note without the prior written consent of the Company, which consent shall not be unreasonably withheld. Subject to the preceding sentence, this Note may be transferred only upon surrender of the original Note for registration of transfer, duly endorsed, or accompanied by a duly executed written instrument of transfer in form satisfactory to the Holder. Thereupon, a new note for the same Principal Amount and interest will be issued to, and registered in the name of, the transferee. Interest and Principal Amount are payable only to the registered holder of this Note.

5. Governing Law. This Note and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Washington, without giving effect to principles of conflicts of law.

6. Notices. Any notice required or permitted by this Note shall be in writing and shall be deemed sufficient upon delivery, when delivered personally or by a nationally-recognized delivery service (such as Federal Express or UPS), or forty-eight (48) hours after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid, addressed to the party to be notified at such party's address as set forth below or as subsequently modified by written notice.

7. Amendments and Waivers. Any term of this Note may be amended only with the written consent of the Company and the Holder. Any amendment or waiver effected in accordance with this Section 7 shall be binding upon the Company, the Holder and each transferee of the Note.

8. Stockholders, Officers and Directors Not Liable. In no event shall any stockholder, officer or director of the Company be liable for any amounts due or payable pursuant to this Note.

9. Grant of Security Interest. This Note is secured by a security interest in the Purchased Assets in accordance with a separate security agreement (the "Security Agreement") of even date herewith between the Company and the Holder, the terms of which are incorporated herein by reference. In case of an Event of Default (as defined in the Security Agreement), the Holder shall have the rights set forth in the Security Agreement.

10. Notice Regarding Oral Commitments. Oral agreements or oral commitments to loan money extend credit, or to forbear from enforcing repayment of a debt are not enforceable under Washington law.

COMPANY:

JBII CORPORATION

By:

Name:

(print)

Title:

Address: 2310 130^th Avenue NE,

Suite B-202

Bellevue, WA 98005

AGREED TO AND ACCEPTED:

POPMAIL.com, INC.

By: ___________________________

Name: _________________________

(print)

Title: __________________________

Address: 1333 Corporate Drive

Suite 350

Irving, TX 75038

EX-10.55

Exhibit 10.55

Asset Purchase Agreement

This Asset Purchase Agreement (the "Agreement") is entered into as of December 8, 2000, by and between JBII Corporation, a Delaware corporation ("Buyer"), PopMail.com, Inc. ("PopMail"), a Minnesota corporation and IZ.com, Inc., a Delaware corporation and wholly owned subsidiary of PopMail ("IZ" and together with PopMail, the "Seller").

RECITALS

IZ conducts a business, which among other things provides content creation and development for publication on multiple electronic platforms through the use of the Vignette StoryServer software, both under IZ's own brand and for clients on a client branded basis (the "IZ Business"). For all purposes of this Agreement, "IZ Business" shall exclude all the assets and liabilities of PopMail Network, Inc., a Texas company based in Dallas, Texas and Fan Asylum, Inc., a California company based in San Francisco, California. Buyer desires to acquire from Seller, and Seller desires to sell to Buyer, substantially all of the assets of the IZ Business on the terms and subject to the conditions set forth in this Agreement.

AGREEMENT

In consideration of the mutual agreements, representations, warranties and covenants set forth below, Buyer and Seller agree as follows:

1. Definitions.

1.1 Definitions. As used in this Agreement, the following terms shall have the following meanings:

(a) "Affiliate" means with respect to any Person, a Person directly or indirectly controlling or controlled by or under common control with such Person.

(b) "Closing" means the consummation of the transactions contemplated hereby.

(c) "Closing Date" means the date of the Closing.

(d) "Code" means the Internal Revenue Code of 1986, as amended.

(e) "Environmental Laws" shall mean all federal, regional, state, county or local laws, statutes, ordinances, decisional law, rules, regulations, codes, orders, decrees, directives and judgments relating to public health or safety, pollution, damage to or protection of the environment, any environmental contamination or pollution or threatened contamination or pollution of, or the release or threatened release of hazardous materials into the environment, whether existing in the past or present or hereafter enacted, rendered, adopted or promulgated. Environmental Laws shall include, but are not limited to, the following laws, and the regulations promulgated thereunder, as the same may be amended from time to time: the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. 9601 et seq.) ("CERCLA"); the Resource Conservation and Recovery Act (42 U.S.C. 6901 et seq.) ("RCRA"); the Clean Air Act (42 U.S.C. 7401 et seq.); the Clean Water Act (33 U.S.C. 1251 et seq.); and state environmental laws.

(f) "GAAP" means generally accepted accounting principles of the United States of America.

(g) "Governmental Authorizations" means the permits, authorizations, consents or approvals of any Governmental Entity which are a condition to the lawful consummation of the transactions contemplated hereby listed on Schedule 1.1(g) to this Agreement.

(h) "Governmental Entity" means any court, or any federal, state, municipal or other governmental authority, department, commission, board, agency or other instrumentality (domestic or foreign).

(i) "Lien" means any mortgage, pledge, lien, security interest or agreement, option, covenant, condition, restriction, encumbrance, lease, conditional sales contract, title retention device, charge or other third-party claim of any kind.

(j) "Material Adverse Effect" with respect to a Person means any event, change or effect that is materially adverse to the condition (financial or otherwise), properties, assets, liabilities, business, operations or results of operations of such Person and its Affiliates, taken as a whole.

(k) "Person" means an individual, corporation, partnership, association, trust, government or political subdivision or agent or instrumentality thereof, or other entity or organization.

(l) "Taxes" means all taxes, however denominated, including any interest, penalties or other additions to tax that may become payable in respect thereof, (i) imposed by any federal, territorial, state, local or foreign government or any agency or political subdivision of any such government, for which Buyer could become liable as successor to or transferee of the IZ Business or the Purchased Assets or which could become a charge against or lien on any of the Purchased Assets, which taxes shall include, without limiting the generality of the foregoing, all sales and use taxes, ad valorem taxes, excise taxes, business license taxes, occupation taxes, real and personal property taxes, stamp taxes, environmental taxes, real property gains taxes, transfer taxes, payroll and employee withholding taxes, unemployment insurance contributions, social security taxes, and other governmental charges, and other obligations of the same or of a similar nature to any of the foregoing, which are required to be paid, withheld or collected, or (ii) any liability for amounts referred to in (i) as a result of any obligations to indemnify another person or as a result of being a member of a consolidated, combined or unitary group.

2. Sale and Purchase

2.1 Transfer of Assets. Subject to the terms and conditions of this Agreement, Seller shall sell, assign, grant, transfer, and deliver (or cause to be sold, assigned, granted, transferred and delivered) to Buyer, or to any Affiliate of Buyer designated by Buyer, and Buyer shall purchase and accept from Seller as of the Closing Date, free and clear of all Liens, all of the Seller's rights, title and interest in and to all of the assets enumerated below as the same shall exist on the Closing Date (the "Purchased Assets"):

(a) all tangible personal property and leases of and other interests in tangible personal property used in connection with the IZ Business as set forth on Schedule 2.1(a);

(b) all rights under the contracts, agreements, leases and other interests in personal property, licenses, commitments, sales and purchase orders and other instruments, listed on Schedule 2.1(b) (collectively the "Contracts");

(c) all of the accounts receivable, notes receivable and other receivables listed on Schedule 2.1(c);

(d) all prepaid expenses relating to the operation of the IZ Business including, but not limited to Taxes, leases and rentals, and Seller will use its commercially reasonable best efforts to take all action necessary with appropriate third parties to transfer such prepaid expenses to Buyer as of the Closing Date;

(e) all of Seller's rights, claims, credits, causes of action or rights of set-off against third parties relating to the Purchased Assets, including, without limitation, unliquidated rights under warranties;

(f) all copyrights, copyright registrations, proprietary processes, trade secrets, license rights, specifications, technical manuals and data, drawings, inventions, designs, patents, patent applications, trade names, trademarks, service marks, product information and data, know-how and development work-in-progress, customer lists, software, business and marketing plans and other intellectual or intangible property embodied in or pertaining to the IZ Business, whether pending, applied for or issued, whether filed in the United States or in other countries, including without limitation the items listed in Schedule 2.1(f), together with all associated goodwill;

(g) all things authored, discovered, developed, made, perfected, improved, designed, engineered, acquired, produced, conceived or first reduced to practice by Seller or any of its employees or agents that are embodied in, derived from or otherwise directly related to the IZ Business, in any stage of development, including, without limitation, modifications, enhancements, designs, concepts, techniques, methods, ideas, flow charts, coding sheets, notes and all other information relating to the IZ Business;

(h) any and all design and code documentation, methodologies, processes, trade secrets, copyrights, design information, product information, technology, formulae, routines, engineering specifications, technical manuals and data, drawings, inventions, know-how, techniques, engineering work papers, and notes, development work-in-process, and other proprietary information and materials of any kind relating to, used in, or derived from the Purchased Assets (collectively with subsections (f) and (g), the "Intellectual Property");

(i) all permits, authorizations, consents and approvals of any Governmental Entity affecting or relating in any way to the IZ Business, including without limitation, the items listed on Schedule 2.1(i) (the "Permits");

(j) all books, records, files and papers, whether in hard copy or electronic format, used in the IZ Business, including without limitation, engineering information, sales and promotional literature, manuals and data, sales and purchase correspondence, lists of present, former and prospective suppliers or customers, personnel and employment records, and any information relating to Taxes imposed on the IZ Business or Purchased Assets;

(k) all computer software programs, data and associated licenses used in connection with the IZ Business;

(l) all goodwill associated with the IZ Business or the Purchased Assets, together with the right to represent to third parties that Buyer is the successor to the IZ Business; and

(m) all subscriber and customer lists associated with the IZ Business or the Purchased Assets.

2.2 Excluded Assets. Buyer agrees that notwithstanding any provision of Section 2.1 the assets of Seller listed on Schedule 2.2 (the "Excluded Assets") shall be excluded from the Purchased Assets.

2.3 Transfer of Liabilities. Subject to the terms and conditions of this Agreement, Buyer or an Affiliate of Buyer designated by Buyer agrees, effective as of the Closing Date, to assume the following liabilities (the "Assumed Liabilities"):

(a) the liabilities set forth on Schedule 2.3(a) to the extent set forth thereon; and

(b) the obligations of Seller arising under the Contracts, other than any and all payment obligations arising or existing under the Contracts prior to the Closing Date which are identified within 120 days following the Closing Date.

2.4 Excluded Liabilities. Except for those liabilities expressly assumed by Buyer or any Affiliate designated by Buyer pursuant to Section 2.3, Buyer shall not assume and shall not be liable for, and Seller and its direct or indirect subsidiaries shall retain and remain solely liable for and obligated to discharge, all of the debts, contracts, agreements, commitments, obligations and other liabilities of any nature whatsoever of Seller and its direct and indirect subsidiaries, whether known or unknown, accrued or not accrued, fixed or contingent, including without limitation, the following:

(a) Any liability for breaches by Seller or any of its respective direct or indirect subsidiaries on or prior to the Closing Date of any contract or any other instrument, contract or purchase order, or any liability for payments or amounts due under any Contract or any other instrument, contract or purchase order on or prior to the Closing Date;

(b) Any liability or obligation for Taxes attributable to or imposed upon Seller or any of its direct or indirect subsidiaries, or attributable to or imposed upon the Purchased Assets for any period (or portion thereof) through and including the Closing Date, including, without limitation, any Taxes attributable to or arising from the transactions contemplated by this Agreement;

(c) Any liability or obligation for or in respect of any loan, other indebtedness for money borrowed, or account payable of Seller or any of its direct or indirect subsidiaries, including any such liabilities owed to Affiliates of Seller;

(d) Any liability or obligation arising as a result of any legal or equitable action or judicial or administrative proceeding initiated at any time, to the extent relating to any action or omission on or prior to the Closing Date by or on behalf of Seller or any of its direct or indirect subsidiaries, including, without limitation, any liability for infringement of intellectual property rights, breach of product warranty, injury or death caused by products, or violations of federal or state securities or other laws;

(e) Any liability or obligation arising on or prior to the Closing Date out of any "employee benefit plan," as such term is defined by the Employee Retirement Income Security Act of 1974 ("ERISA") or other employee benefit plans;

(f) Any liability or obligation for making payments of any kind (including as a result of the sale of Purchased Assets or as a result of the termination of employment by Seller of employees, or other claims arising out of the terms and conditions of employment with Seller, or for vacation or severance pay or otherwise) to employees of Seller or in respect of payroll taxes for employees of Seller;

(g) Any liability of Seller incurred in connection with the making or performance of this Agreement and the transactions contemplated hereby;

(h) Any liability of Seller arising out of the violation of or failure to comply with any Environmental Laws applicable to any aspect of the IZ Business; and

(i) Any costs or expenses of Seller incurred in connection with shutting down, deinstalling and removing equipment not purchased by Buyer, and the costs associated with all contracts and agreements not assumed by Buyer.

2.5 Consideration. Subject to the performance by Seller of all of its obligations under this Agreement (including delivering all documents required to be delivered) at the Closing, in consideration of the acquisition of the Purchased Assets under Section 2.1, Buyer agrees (i) to deliver to Seller a non-interest bearing promissory note (the "Note") in the form attached hereto as Exhibit A in the stated principal amount of $2,250,000, subject to adjustment as provided in Section 2.6 (collectively with the Warrant (as defined below, the "Consideration"); and (ii) to assume the Assumed Liabilities, and Seller agrees to deliver to Buyer a warrant to purchase 840,000 shares of PopMail common stock (the "Warrant") in the form attached hereto as Exhibit B.

2.6 Adjustments to Consideration; Certain Third Party Payments.

(a) In the event that either (i) Buyer makes any payment to any of the third parties listed on Schedule 2.6(a) due to Seller's failure to pay amounts due or liabilities incurred under Contracts with these third parties or (ii) Seller does not transfer all prepaid expenses relating to the IZ Business to Buyer as of the Closing Date pursuant to Section 2.1(d) hereof, then Seller shall promptly deliver to Buyer, either in cash or written evidence acceptable to Buyer of Seller's partial forgiveness of the Note, an amount equal to 175% of the Damages (as defined in Section 10.2) attributable to such agreements and/or prepaid expenses, respectively (the "Consideration Adjustment"). Damages shall include any amounts paid by Buyer plus attorneys fees and expenses and other expenses and costs incurred by Buyer that are reasonably related to paying these third parties the amounts due them by Seller prior to Closing. In the event Seller elects to pay such Consideration Adjustment through partial forgiveness of the Note, Buyer and Seller hereby agree to take all action necessary to amend the principal amount due under the Note to reflect such Consideration Adjustment.

(b) In the event Buyer makes any payment in respect of any Taxes described in Section 6.5 below as a result of Seller's failure to pay such Taxes when due, Seller shall promptly deliver to Buyer written evidence acceptable to Buyer of Seller's partial forgiveness of the Note in an amount equal to the amount of Damages (defined in Section 10.2 below) Buyer incurs in respect of such Taxes, and Buyer and Seller hereby agree to take all action necessary to amend the principal amount due under the Note to reflect such forgiveness.

(c) In the event Seller fails to include the shares of PopMail common stock purchased or purchasable by Buyer upon the exercise of the Warrant in the first registration statement covering PopMail's stock filed by the Company subsequent to November 30, 2000 under the Securities Act of 1933, as amended (other than any registration statement on Form S-4, S-8 or any other similarly inappropriate form, or any successor forms thereto, but including, without limitation, the registration statement on Form S-3 that PopMail was preparing as of November 30, 2000), Seller shall promptly deliver to Buyer written evidence acceptable to Buyer of Seller's partial forgiveness of the Note in an amount such that the Consideration (not taking into account any other adjustments that may also be made pursuant to this Section 2.6) shall equal One Million Five Hundred Thousand Dollars ($1,500,000.00), and Buyer and Seller hereby agree to take all action necessary to amend the principal amount due under the Note to reflect such forgiveness.

(d) Seller agrees to remit to Buyer in cash within 10 business days after the Closing Date, the amount of Seller's deferred revenue attributable to the IZ Business as of the Closing Date determined in accordance with GAAP.

2.7 Allocation of Consideration. The Consideration shall be allocated among the Purchased Assets and other expenses as provided in Exhibit C prepared by Buyer for purposes of complying with the requirements of Section 1060 of the Code and the regulations thereunder. Buyer and Seller agree to each prepare and file on a timely basis with the Internal Revenue Service (and applicable state tax authorities) substantially identical and supplemental Internal Revenue Service Forms 8594 (and corresponding state tax forms) consistent with Buyer's reasonable and lawful allocation of the Consideration and which gives effect to any Consideration Adjustment or the actual dates on which payment is made under the Note. If any Tax authority challenges such allocation, the party receiving notice of such challenge shall give the other prompt written notice thereof and the parties shall cooperate in order to preserve the effectiveness of such allocation.

3. Closing

3.1 Closing. Subject to the terms and conditions of this Agreement, the Closing shall take place on such date, as soon as practicable after all conditions precedent in Sections 8 and 9 have been satisfied or waived, as the parties may agree, but in any case, no later than December 8, 2000 (the "Closing Date").

3.2 Actions at the Closing. At the Closing, Seller shall deliver the Purchased Assets to Buyer, Buyer shall deliver the Consideration to Seller, and Buyer and Seller shall take such actions and execute and deliver such agreements, bills of sale, and other instruments and documents as necessary or appropriate to effect the transactions contemplated by this Agreement in accordance with its terms, including without limitation the following:

(a) Bill of Sale; Assignment and Assumption Agreement. Seller shall deliver to Buyer a general Bill of Sale substantially in the form attached as Exhibit D and with respect to each Contract, or item of Intellectual Property, an Assignment and Assumption Agreement substantially in the form attached as Exhibit E (the "Transfer Documents") in each case duly executed by Seller, and in the aggregate assigning to Buyer all of Seller's right, title and interest in and to the Purchased Assets. Buyer may designate one or more of its Affiliates as the recipient of certain of the Purchased Assets, and as the party to assume certain of the Assumed Liabilities, in which case Seller shall transfer such Purchased Assets and Assumed Liabilities to Buyer or the Affiliate(s) designated by Buyer pursuant to such Transfer Documents.

(b) Consideration. Buyer shall deliver the Consideration to Seller.

(c) Title. Seller shall provide reasonable evidence of valid title to such of the Purchased Assets as Buyer may reasonably request in writing prior to the Closing, in form and substance reasonably satisfactory to Buyer.

(d) Third Party Consents and Assignments. Seller shall deliver to Buyer any assignments, and any required consents to assignment, that it has obtained in respect of the Contracts, duly executed by parties having the authority to so assign or consent to assign, in form and substance as Buyer shall reasonably request, as well as a written confirmation from such third parties that the Contracts are in good standing.

(e) Seller Documents. At the Closing, Seller shall deliver to Buyer any and all documents required to satisfy the conditions set forth in Section 9 of this Agreement and any other closing documents reasonably requested by Buyer.

(f) Buyer Documents. At the Closing, Buyer shall deliver to Seller any and all documents required to satisfy the conditions set forth in Section 8 of this Agreement and any other closing documents reasonably requested by Seller.

(g) Post-Closing Actions. Subsequent to the Closing Date, Seller shall, and shall cause any Affiliate of Seller to, from time to time execute and deliver, upon the request of Buyer, all such other and further materials and documents and instruments of conveyance, transfer or assignment as may reasonably be requested by Buyer to effect, record or verify the transfer to and vesting in Buyer of Seller's and any of Seller's Affiliates' right, title and interest in and to the Purchased Assets, free and clear of all Liens in accordance with the terms of this Agreement.

4. Representations and Warranties of Seller.

Each representation and warranty set forth below is qualified by any exception or disclosures set forth in the Seller Disclosure Schedule attached hereto, which exceptions specifically reference the Section(s) to be qualified. In all other respects, each representation and warranty set out in this Section 4 is not qualified in any way whatsoever, will not merge on Closing or by reason of the execution and delivery of any agreement, document or instrument at the Closing, will remain in force on and after the Closing Date, is given with the intention that liability is not confined to breaches discovered before Closing, is separate and independent and is not limited by reference to any other representation or warranty or any other provision of this Agreement, and is made and given with the intention of inducing the Buyer to enter into this Agreement. Seller represents and warrants to Buyer as follows:

4.1 Organization, Standing and Power. Seller is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Seller has the requisite corporate power and authority and all necessary permits, authorizations, consents, and approvals of all Governmental Entities to own, lease and operate its properties and to carry on the IZ Business as now being conducted and as proposed to be conducted, except where the failure to have such power, authority and governmental approvals would not, individually or in the aggregate, have a Material Adverse Effect on the IZ Business. Seller is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for failures to be so qualified or licensed and in good standing that would not, individually or in the aggregate, have a Material Adverse Effect on the IZ Business.

4.2 Authority. The execution and delivery of this Agreement (and all other agreements and instruments contemplated under this Agreement) by Seller, the performance by Seller of its obligations hereunder and thereunder, and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all necessary action by the Board of Directors and shareholders of Seller, and no other act or proceeding on the part of or on behalf of Seller or its shareholders is necessary to approve the execution and delivery of this Agreement and such other agreements and instruments, the performance by Seller of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby. The signatory officers of Seller have the power and authority to execute and deliver this Agreement and all of the other agreements and instruments to be executed and delivered by Seller pursuant hereto, to consummate the transactions hereby and thereby contemplated and to take all other actions required to be taken by Seller pursuant to the provisions hereof and thereof.

4.3 Execution and Binding Effect. This Agreement has been duly and validly executed and delivered by Seller and constitutes, and the other agreements and instruments to be executed and delivered by Seller pursuant hereto, upon their execution and delivery by Seller, will constitute (assuming, in each case, the due and valid authorization, execution and delivery thereof by Buyer), legal, valid and binding agreements of Seller, enforceable against Seller in accordance with their respective terms.

4.4 Consents and Approvals of Governmental Entities. Other than the Governmental Authorizations, there is no requirement applicable to Seller to make any filing, declaration or registration with, or to obtain any permit, authorization, consent or approval of, any Governmental Entity as a condition to the lawful consummation by Seller of the transactions contemplated by this Agreement and the other agreements and instruments to be executed and delivered by Seller pursuant hereto or the consummation by Seller of the transactions contemplated herein or therein.

4.5 No Violation. Neither the execution, delivery and performance of this Agreement and all of the other agreements and instruments to be executed and delivered pursuant hereto, nor the consummation of the transactions contemplated hereby or thereby, will, with or without the passage of time or the delivery of notice or both, (a) conflict with, violate or result in any breach of the terms, conditions or provisions of the Articles of Incorporation or Bylaws of Seller, (b) conflict with or result in a violation or breach of, or constitute a default or require consent of any Person (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any contract, notice, bond, mortgage, indenture, license, franchise, permit, agreement, lease or other instrument or obligation to which Seller is a party or by which Seller or any of the Purchased Assets may be bound, (c) violate any statute, ordinance or law or any rule, regulation, order, writ, injunction or decree of any Governmental Entity applicable to Seller or by which any properties or assets of Seller may be bound, or (d) result in any cancellation of, or obligation to repay, any grant, loan or other financial assistance received by Seller from any Governmental Entity. No "bulk sales" legislation applies to the transactions contemplated by this Agreement.

4.6 Consents. Schedule 4.6 sets forth each agreement, contract or other instrument binding upon Seller requiring a consent as a result of the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, except such consents as would not, individually or in the aggregate, have a Material Adverse Effect if not received by the Closing Date (each a "Required Consent").

4.7 Financial Statements. The Seller has made available to Buyer the audited consolidated financial statements of PopMail (including balance sheet, income statement and statement of cash flows) as of January 2, 2000, for the fiscal year then ended together with the consolidated financial statements of PopMail contained in PopMail's Quarterly Reports on Form 10-Q for fiscal year 2001 filed with the Securities and Exchange Commission (collectively, the "Financial Statements"). The Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated. The Financial Statements fairly present the financial condition and operating results of the Seller as of the dates, and for the periods, indicated therein, subject, in the case of interim financial statements, to normal year-end audit adjustments. Except as set forth in the Financial Statements, the Seller has no material liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to October 1, 2000 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in the Financial Statements, which, in both cases, individually or in the aggregate are not material to the financial condition or operating results of the Seller.

4.8 Absence of Certain Changes. Since November 1, 2000 Seller has conducted the IZ Business in the ordinary course consistent with past practice and Seller:

(a) has not created, incurred or assumed (i) any borrowings under capital leases, or (ii) any obligation which in any material way affect the IZ Business, the Purchased Assets or Buyer's ability to conduct the IZ Business in substantially the same manner and condition as conducted by Seller on the date of this Agreement;

(b) has not changed in any manner the compensation of, or agreed to provide additional benefits to, or enter into any employment agreement with, any Employee (as defined in Section 7.1);

(c) has maintained insurance coverage in amounts adequate to cover the reasonably anticipated risks of the business conducted with the Purchased Assets;

(d) has not acquired or agreed to acquire by merging or consolidating with, or by purchasing any assets or equity securities of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets which are material, individually or in the aggregate, to the IZ Business;

(e) has not sold, disposed of or encumbered any of the Purchased Assets or licensed any Purchased Assets to any Person except for the sale of Inventory in the normal course of business consistent with past practice;

(f) has not engaged in any special promotion, which promotes the sale of Inventory with highly discounted terms;

(g) has not entered into any agreements or commitments relating to the business conducted with the Purchased Assets, except on commercially reasonable terms in the ordinary course of business;

(h) has complied in all material respects with all laws and regulations applicable to the IZ Business;

(i) has not entered into any agreement with any third party for the distribution of any of the Purchased Assets;

(j) has not changed or announced any change to the products or services sold by the IZ Business except with Buyer's written consent or at Buyer's request;

(k) has not violated, amended or otherwise change in any way the terms of any of the Contracts;

(l) has not commenced a lawsuit related to or involving the Purchased Assets other than (i) for the routine collection of bills; or (ii) for a breach of this Agreement;

(m) has not assigned, sold or otherwise conveyed to any third party, any of its accounts receivable prior to the Closing Date; or

(n) made any agreement to do any of the foregoing.

4.9 Assets Generally.

(a) The Purchased Assets include all properties, tangible and intangible, and only such properties, currently used by Seller in operating the IZ Business and necessary for Buyer to operate the IZ Business after the Closing Date in a manner substantially equivalent to the manner in which Seller has operated the IZ Business prior to and through the Closing Date. Other than the Required Consents and the Governmental Approvals, no licenses or other consents from, or payments to, any other Person are or will be necessary for Buyer to operate the IZ Business and use the Purchased Assets in the manner in which Seller has operated the same.

(b) Seller holds good and marketable title, license to or leasehold interest in all of the Purchased Assets and has the complete and unrestricted power and the unqualified right to sell, assign and deliver the Purchased Assets to Buyer. Upon consummation of the transactions contemplated by this Agreement, Buyer will acquire good and marketable title, license or leasehold interest to the Purchased Assets free and clear of any Liens and there exists no restriction on the use or transfer of the Purchased Assets, except as may be assumed hereunder by Buyer as an Assumed Liability. No Person other than Seller has any right or interest in the Purchased Assets, including the right to grant interests in the Purchased Assets to third parties, except for Purchased Assets licensed or leased from third parties which are set forth in the Seller Disclosure Schedule and identified as such.

(c) Except as provided in this Agreement, no restrictions will exist on Buyer's right to sell, resell, license or sublicense any of the Purchased Assets or engage in the IZ Business, nor will any such restrictions be imposed on Buyer as a consequence of the transactions contemplated by this Agreement or by any agreement referenced in this Agreement.

(d) All of the Purchased Assets are in good operating condition and repair, as required for their use in the IZ Business as presently conducted, and conform to all applicable laws, and no notice of any violation of any law relating to any of the Purchased Assets or Assumed Liabilities has been received by Seller.

4.10 Intellectual Property.

(a) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including without limitation the continued conduct by Buyer after the Closing Date of the IZ Business as presently conducted by Seller and the incorporation of any Intellectual Property in any product of Buyer or an affiliate of Buyer) will not breach, violate or conflict with any instrument or agreement governing any Intellectual Property necessary or required for, or used in, the conduct of the IZ Business as presently conducted and will not cause the forfeiture or termination or give rise to a right of forfeiture or termination of any such Intellectual Property or in any material way impair the right of Buyer or any of its Affiliates to use, sell, license or dispose of, or to bring any action for the infringement of, any such Intellectual Property or portion thereof;

(b) Neither the development, manufacture, marketing, license, sale or use of any product or Intellectual Property currently licensed, used or sold by Seller or currently under development violates or will violate any license or agreement to which Seller is a party or infringes or will infringe any copyright, patent, trademark, service mark, trade secret or other intellectual property or other proprietary right of any other party. All registered trademarks, service marks, patents and copyrights held by Seller are valid and subsisting. There is no pending or threatened claim or litigation contesting the validity, ownership or right to use, sell, license or dispose of any of the Purchased Assets (including without limitation the Intellectual Property) necessary or required for, or used in, the conduct of the business of Seller as presently conducted nor is there any basis for any such claim, nor has Seller received any notice asserting that any such Purchased Asset (including without limitation the Intellectual Property) or the proposed use, sale, license or disposition thereof conflicts or will conflict with the rights of any other party, nor is there any basis for any such assertion. To the best of Seller's knowledge, there is no unauthorized use, infringement or misappropriation on the part of any third party of the Purchased Assets (including without limitation the Intellectual Property); and

(c) Seller has taken reasonable steps (including, without limitation, entering into confidentiality and non-disclosure agreements with all officers and employees of and consultants to Seller with access to or knowledge of the Purchased Assets (including without limitation the Intellectual Property)) to maintain the secrecy and confidentiality of, and its proprietary rights in, the Purchased Assets (including without limitation the Intellectual Property) necessary or required for, or used in, the conduct of the business of Seller as presently conducted. The Seller Disclosure Schedule contains a complete and accurate list of all applications, filings and other formal actions made or taken pursuant to federal, state, local and foreign laws by Seller to perfect or protect its interest in the Purchased Assets, including, without limitation, all patents, patent applications, trademarks, trademark applications, service marks and copyright or mask work registrations.

(d) All fees to maintain Seller's rights in the Intellectual Property, including, without limitation, patent and trademark registration and prosecution fees and all professional fees in connection therewith pertaining to the Intellectual Property due and payable on or before the Closing Date, have been paid by Seller or will be paid by Seller within a reasonable period after the Closing.

4.11 Supply Agreements.

(a) The only obligations of Seller to deliver or supply products or services are identified in Schedule 2.1(b) as Co-publishing or Content Agreements (such agreements, as supplemented below, are referred to collectively as the "Supply Agreements"). Seller has provided a true and complete copy of all Supply Agreements to Buyer. All such Supply Agreements are in full force and effect and are valid and effective in accordance with their respective terms against Seller, as the case may be, and against the other party thereto. Seller holds right, title and interest under the terms of each Supply Agreement free of all Liens. Seller is not in default under any such Supply Agreements (or has caused an event which with notice or lapse of time, or both, would constitute a default), nor, to the best of Seller's knowledge, is the other party thereto in default (or has caused an event which with notice or lapse of time, or both, would constitute a default) under any such Supply Agreements.

(b) Seller has not entered into any agreement under which Seller is restricted from selling, licensing or otherwise distributing any products or services to any class of customers, in any geographic area, during any period of time or in any segment of the market.

(c) After the Closing, Buyer will not be prevented by any act of Seller from changing prices charged to existing or future customers of any products or services.

(d) Seller has not granted any third party the right to supply any products or services of the IZ Business to any other third party. No agreement for supply of the products or services by Seller obligates Seller, and no agreement would obligate Buyer after the Closing Date, to provide any change in specification of such products or services or to provide new products or services. No agreement pursuant to which Seller has licensed the use of any products to any third party obligates Seller to provide any change in specification in the performance of such products or to provide new products or services.

4.12 Warranties and Indemnities. The Seller Disclosure Schedule sets forth a summary of all warranties and indemnities, express or implied, relating to products sold or services rendered by Seller, and no warranty or indemnity has been given by Seller which is not listed on the Seller Disclosure Schedule or which differs therefrom in any respect. Seller is in compliance with all warranties described in the Seller Disclosure Schedule. The Seller Disclosure Schedule also indicates all warranty and indemnity claims currently pending against Seller.

4.13 Accounts Receivable. All accounts receivable, notes receivable and other receivables included in the Purchased Assets are valid, genuine and fully collectible in the aggregate amount thereof, net of Seller's allowances for doubtful accounts attributable to the IZ Business determined in accordance with GAAP.

4.14 Licenses and Permits. Seller holds all consents, approvals, registrations, certifications, authorizations, permits and licenses of, and has made all filings with, or notifications to, all Governmental Entities pursuant to applicable requirements of all federal, state, local and foreign laws, ordinances, governmental rules or regulations applicable to the business, including, but not limited to, all such laws, ordinances, governmental rules or regulations relating to registration of the products of the IZ Business (at their current level of development and use) and certification of the facilities of the IZ Business, except where the failure to hold any such consent, approval, registration, certification, authorization, permit or license of, or make any filing with, or notification to, any Governmental Entity would not have a Material Adverse Effect on the IZ Business. The IZ Business is in compliance with all federal, state, local and foreign laws, ordinances, governmental rules and regulations relating to the products manufactured by the IZ Business or otherwise related to the IZ Business, except where the failure to comply with any such federal, state, local or foreign law, ordinance, governmental rule or regulation would not have a Material Adverse Effect on the IZ business, and Seller has no reason to believe that any consents, approvals, authorizations, registrations, certifications, permits, filings or notifications that it has received or made to operate the IZ Business are invalid or have been or are being suspended, canceled, revoked or questioned. There is no investigation or inquiry to which Seller is a party or, to Seller's knowledge, pending or threatened, relating to the IZ Business and its compliance with applicable foreign, state, local or foreign laws, ordinances, governmental rules or regulations. Each such consent, approval, registration, certification, authorization, permit or license is transferable and shall be transferred to Buyer in accordance with the terms of this Agreement.

4.15 Employees.

(a) Schedule 4.15 sets forth the names and job titles of all of the Employees. All employees, consultants, officers, directors and shareholders of Seller or any Seller subsidiary that have had access to the Purchased Assets are parties to a written agreement (a "Confidentiality Agreement"), under which each such person or entity (i) is obligated to disclose and transfer to Seller, without the receipt by such person of any additional value therefor (other than normal salary or fees for consulting services), all inventions, developments and discoveries which, during the period of employment with or performance of services for Seller, he or she makes or conceives of either solely or jointly with others, that relate to any subject matter with which his or her work for Seller may be concerned, or relate to or are connected with the IZ Business, products or projects of Seller, or involve the use of the time, material or facilities of Seller, and (ii) is obligated to maintain the confidentiality of proprietary information of Seller. None of Seller's employees, consultants, officers or directors is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or to the best of Seller's knowledge subject to any judgment, decree or order of any court or administrative agency, that would conflict with their obligation to promote the interests of Seller with regard to the IZ Business or the Purchased Assets or that would conflict with the IZ Business or the Purchased Assets. Neither the carrying on of the IZ Business by its employees and consultants, nor to the best of Seller's knowledge the execution or the delivery of this Agreement, will conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any of such persons or entities are now obligated. It is currently not necessary nor will it be necessary for Seller to utilize in the IZ Business any inventions of any of such persons or entities (or people it currently intends to hire) made or owned prior to their employment by or affiliation with Seller, nor is it or will it be necessary to utilize any other assets or rights of any such persons or entities (or people it currently intends to hire) made or owned prior to their employment with or engagement by Seller, in violation of any registered patents, trade names, trademarks or copyrights or any other limitations or restrictions to which any such persons or entity is a party or to which any of such assets or rights may be subject. To the Seller's knowledge, none of Seller's employees, consultants, officers, directors or shareholders that has had knowledge or access to information relating to the Purchased Assets has taken, removed or made use of any proprietary documentation, manuals, products, materials, or any other tangible item from his or her previous employer relating to the Purchased Assets by such previous employer which has resulted in Seller's access to or use of such proprietary items included in the Purchased Assets, and Seller will not gain access to or make use of any such proprietary items in the IZ Business, except to the extent that any such activities would not have a material adverse effect on the Purchased Assets or the IZ Business.

(b) Except for the Confidentiality Agreement, there are no written or oral contracts of employment between Seller and any Employee.

(c) Seller is not a party to any collective bargaining agreement covering any employee and Seller knows of no effort to organize any of its employees as a part of any collective bargaining unit. Seller's employees are not members of a trade union certified as a bargaining agent with the Seller and, to the best of Seller's knowledge, no proceedings to implement any such certifications are pending.

4.16 Employee Benefit and Compensation Plans. Buyer will incur no liability with respect to, or on account of, and Seller will retain any liability for, and on account of, any employee benefit plan of Seller, any of its Affiliates or any predecessor employer of any employee, including, but not limited to, liabilities Seller may have to such employees under all employee benefit schemes, incentive compensation plans, bonus plans, pension and retirement plans, profit-sharing plans (including any profit-sharing plan with a cash-or-deferred arrangement) share purchase and option plans, savings and similar plans, medical, dental, travel, accident, life, disability and other insurance and other plans or arrangements, whether written or oral and whether "qualified" or "non-qualified," or to any employee as a result of termination of employment by Seller as contemplated by this Agreement (including any liabilities under the Consolidated Omnibus Budget Reconciliation Act ("COBRA")). Seller has not, with respect to any employee, maintained or contributed to, or been obligated or required to contribute to, any retirement or pension plan or any employee benefit plan. The Seller has complied with all of its obligations (including obligations to make contributions) in respect of the retirement or pension funds of which its employees are beneficiaries, there is no outstanding liability of the Seller or any of its Affiliates to any such funds and all such funds are fully funded to meet all potential claims for benefits by any and all such employees and any former employee.

4.17 Taxes. All Taxes have been or will be paid by Seller which are due or properly accrued with respect to all periods (or portions thereof) prior to and including the Closing Date, and at the request of Buyer, Seller shall provide Buyer with proof of such payment. Seller and any other person required to file returns or reports of Taxes have duly and timely filed (or will file prior to the Closing Date) all returns and reports of Taxes required to be filed prior to such date, and all such returns and reports are true, correct, and complete. There are no liens for Taxes on any of the Purchased Assets. Seller has complied with all record keeping and tax reporting obligations relating to income and employment taxes due with respect to compensation paid to employees or independent contractors providing services to the IZ Business. Seller is not a "foreign person" within the meaning of Section 1445(f)(3) of the Code. There are no pending or, to Seller's knowledge, threatened proceedings with respect to Taxes, and there are no outstanding waivers or extensions of statutes of limitations with respect to assessments of Taxes. No agreement or arrangement regarding compensation of any employee providing services to the IZ Business provides for any payments which could result in a nondeductible expense to the Buyer pursuant to Section 280G of the Code or an excise tax to the recipient of such payment pursuant to Section 4999 of the Code.

4.18 Compliance with Law. The operation of the IZ Business has been conducted in all material respects in accordance with all applicable laws, regulations and other requirements of Governmental Entities having jurisdiction over the same.

4.19 Material Contracts.

(a) Schedule 2.1(b) contains a list of all Contracts which are material to the Business.

(b) Except as would not, individually or in the aggregate, have a Material Adverse Effect on the IZ Business, each Contract is a legal, valid and binding agreement, and none of the Contracts is in default by its terms or has been canceled by the other party; Seller is not in receipt of any claim of default under any such Contract; and Seller does not anticipate any termination or change to, or receipt of a proposal with respect to, any such Contract as a result of the transactions contemplated hereby. Seller has furnished Buyer with true and complete copies of all such Contracts together with all amendments, waivers or other changes thereto.

4.20 Litigation; Other Claims.

(a) There are no claims, actions, suits, inquiries, proceedings, or investigations against Seller, or any of its officers, directors or shareholders, relating to the IZ Business, the Purchased Assets or Seller's employees which are currently pending or, to the best of Seller's knowledge, threatened, at law or in equity or before or by any Governmental Entity, or which challenges or seeks to prevent, enjoin, alter or materially delay any of the transactions contemplated hereby, nor is Seller aware of any basis for such claims, actions, suits, inquiries, proceedings, or investigations; and no Governmental Entity has at any time challenged or questioned the legal right of Seller to manufacture, offer or sell any of its products or services in the present manner or style thereof.

(b) There are no grievance or arbitration proceedings pending or threatened, and there are no actual or threatened strikes or work stoppages with respect to the IZ Business, the Purchased Assets or Seller's employees, nor is Seller aware of any basis for such proceedings or events.

4.21 Defaults. Seller is not in default under or with respect to any judgment, order, writ, injunction or decree of any court or any Governmental Entity which could reasonably be expected to have a Material Adverse Effect on the IZ Business or any of the Purchased Assets. There does not exist any default by Seller or by any other Person, or event that, with notice or lapse of time, or both, would constitute a default under any agreement entered into by Seller as part of the operations of the IZ Business which could reasonably be expected to have a Material Adverse Effect on the IZ Business or the Purchased Assets, and no notices of breach thereof have been received by Seller.

4.22 Schedules. The schedules describing the Purchased Assets are complete and accurate and describe the assets in the possession of, or used by Seller in connection with the IZ Business. The property listed in such Schedules constitutes all of the tangible and intangible property necessary for the conduct by Seller of the IZ Business.

4.23 Full Disclosure. Seller is not aware of any facts pertaining to the Purchased Assets which affect the IZ Business or the Purchased Assets in a materially adverse manner or which will in the future affect the IZ Business or the Purchased Assets in a materially adverse manner. Neither this Agreement nor any other agreement, exhibit, schedule or officer's certificate being entered into or delivered pursuant to this Agreement contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements contained in such document not misleading.

4.24 Brokers and Finders. Neither Seller nor any of its officers, directors or employees has employed any broker or finder or incurred any liability for any brokerage fee, commission or finder's fee in connection with the transactions contemplated by this Agreement.

4.25 Fair Consideration; No Fraudulent Conveyance. The sale of the Purchased Assets pursuant to this Agreement is made in exchange for fair and equivalent consideration. Seller is not now insolvent and will not be rendered insolvent by the sale, transfer and assignment of the Purchased Assets pursuant to the terms of this Agreement. Seller is not entering into this Agreement or any of the other agreements referenced in this Agreement with the intent to defraud, delay or hinder its creditors and the consummation of the transactions contemplated by this Agreement, and the other agreements referenced in this Agreement, will not have any such effect. The transactions contemplated in this Agreement or any agreements referenced in this Agreement will not constitute a fraudulent conveyance, or otherwise give rise to any right of any creditor of Seller to any of the Purchased Assets after the Closing.

4.26 Insurance. The Seller Disclosure Schedule lists all insurance policies and fidelity bonds covering the Purchased Assets. There is no claim by Seller pending under any of such policies or bonds as to which coverage has been questioned, denied or disputed by the underwriters of such policies and bonds. All premiums due and payable under all such policies and bonds have been paid and Seller is otherwise in material compliance with the terms of such policies and bonds (or other policies and bonds providing substantially similar insurance coverage). There is no threatened termination of, or material premium increase with respect to, any of such policies.

5. Representations and Warranties of Buyer

Buyer represents and warrants to Seller as follows:

5.1 Organization. Buyer is a corporation duly formed and validly existing under the laws of Delaware and has full corporate power and authority and the legal right to execute and deliver this Agreement and all of the other agreements and instruments to be executed and delivered by Buyer pursuant hereto, and to consummate the transactions contemplated hereby and thereby.

5.2 Authority. The execution and delivery of this Agreement (and all other agreements and instruments contemplated hereunder) by Buyer, the performance by Buyer of its obligations hereunder and thereunder, and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all necessary action by the Board of Directors of Buyer, and no other act or proceeding on the part of Buyer or its shareholders is necessary to approve the execution and delivery of this Agreement and such other agreements and instruments, the performance by Buyer of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby. The signatory officers of Buyer have the power and authority to execute and deliver this Agreement and all of the other agreements and instruments to be executed and delivered by Buyer pursuant hereto, to consummate the transactions hereby and thereby contemplated and to take all other actions required to be taken by Buyer pursuant to the provisions hereof and thereof.

5.3 Execution and Binding Effect. This Agreement and the Note have been duly and validly executed and delivered by Buyer and constitutes, and the other agreements and instruments to be executed and delivered by Buyer pursuant hereto, upon their execution and delivery by Buyer, will constitute (assuming, in each case, the due and valid authorization, execution and delivery thereof by Seller), legal, valid and binding agreements of Buyer, enforceable against Buyer in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium, or other laws affecting the enforcement of creditors' rights generally or provisions limiting competition, and by equitable principles.

5.4 Consent and Approvals. There is no requirement applicable to Buyer to make any filing, declaration or registration with, or to obtain any permit, authorization, consent or approval of, any Governmental Entity as a condition to the lawful consummation by Buyer of the transactions contemplated by this Agreement and the other agreements and instruments to be executed and delivered by Buyer pursuant hereto, except for filings (a) which are referred to in the Seller Disclosure Schedule or (b) the failure of making which would not have a Material Adverse Effect on the transactions contemplated hereby.

5.5 No Violation. Neither the execution, delivery and performance of this Agreement and of all the other agreements and instruments to be executed and delivered pursuant hereto, nor the consummation of the transactions contemplated hereby or thereby, will, with or without the passage of time or the delivery of notice or both, (a) conflict with, violate or result in any breach of the terms, conditions or provisions of the Certificate of Incorporation or Bylaws of Buyer, (b) conflict with or result in a violation or breach of, or constitute a default or require consent of any Person (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any notice, bond, mortgage, indenture, license, franchise, permit, agreement, lease or other instrument or obligation to which Buyer is a party or by which Buyer or any of its properties or assets may be bound, or (c) violate any statute, ordinance or law or any rule, regulation, order, writ, injunction or decree of any Governmental Entity applicable to Buyer or by which any of its properties or assets may be bound.

6. Covenants.

6.1 Access to Information.

(a) Prior and subsequent to the Closing, Seller will permit Buyer to make a full and complete investigation of the Purchased Assets and to receive from Seller all information of Seller relating to the Purchased Assets or reasonably related to Seller's conduct of the IZ Business. Without limiting this right, Seller will give to Buyer and its accountants, legal counsel, and other representatives full access, during normal business hours, at a mutually agreeable location arranged in advance, to all of the books, records, files, documents, properties, and contracts of Seller relating to the Purchased Assets or reasonably related to Seller's conduct of the IZ Business and allow Buyer and any such representatives to make copies thereof, all of which shall be made available in an organized fashion and so as to facilitate an orderly review. This Section 6.1 shall not affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the parties to consummate the transactions contemplated by this Agreement. Seller shall maintain and make available the information and records specified in this Section 6.1(a) in the ordinary course of Seller's business and document retention policies, as if the transactions contemplated by this Agreement had not occurred.

(b) At all times following the Closing, each party shall provide the other party (at such other party's expense) with such reasonable assistance, including the provision of available relevant records or other information and reasonable access to and cooperation of any employees, as may be reasonably requested by either of them in connection with the preparation of any financial statement or tax return, any audit or examination by any taxing authority, or any judicial or administrative proceeding relating to liability for Taxes.

6.2 Third Party Consents. Seller and Buyer shall use commercially reasonable efforts to obtain, within the applicable time periods required, all Required Consents, waivers, permits, consents and approvals and to effect all registrations, filings and notices with or to third parties or Governmental Entities which are necessary to consummate the transactions contemplated by this Agreement so as to preserve all rights of, and benefits to, the Buyer in the Purchased Assets. Nothing in this Agreement shall be construed as an assignment of, or an attempt to assign to Buyer, any contract (or rights therein) or Governmental Entity authorization which, as a matter of law or by its terms, is (i) not assignable, or (ii) not assignable without the approval or consent of the issuer thereof or the other party or parties thereto, without first obtaining such approval or consent (collectively, "Non- Assignable Rights"). In connection with such Non-Assignable Rights, and without prejudice to the rights of Buyer elsewhere in this Agreement, Seller shall, at the request of Buyer:

(a) apply for and use all reasonable efforts to obtain all consents or approvals contemplated by the Purchased Assets (or rights therein) or Governmental Entity authorization, in a form satisfactory to Buyer acting reasonably;

(b) co-operate with Buyer in any reasonable and lawful arrangements designed to provide the benefits of such Non-Assignable Rights to Buyer, including holding any such Non-Assignable Rights in trust for Buyer or acting as agent for Buyer;

(c) enforce any rights of Seller arising from such Non- Assignable Rights against the issuer thereof or the other party or parties thereto;

(d) take all such actions and do, or cause to be done, all such things at the request of Buyer as shall reasonably be necessary and proper in order that the value of any Non-Assignable Rights shall be preserved and shall enure to the benefit of Buyer; and

(e) pay over to Buyer, all monies collected by or paid to Seller in respect of such Non-Assignable Rights.

If Seller is unable to lawfully provide the benefit of any Non-Assignable Right to Buyer, it shall not, at any time, use such Non-Assignable Right for its own purposes or assign or provide the benefit of such Non-Assignable Right to any other party.

6.3 Certain Notifications. At all times prior to the Closing, Seller and Buyer shall promptly notify the other party in writing of the occurrence of any event which will result, or has a reasonable prospect of resulting, in the failure to satisfy any of the conditions specified in Section 8 or Section 9 of this Agreement.

6.4 Best Efforts. The Seller shall use its commercially reasonable best efforts (i) to cause to be fulfilled and satisfied all of the conditions to the Closing set forth in Section 8 below, (ii) to cause to be performed all of the matters required of it at the Closing and (iii) to cause the Contracts to be assigned to Buyer.

6.5 Tax Returns. Seller shall, to the extent that failure to do so could adversely affect Buyer, the IZ Business or the Purchased Assets following Closing, (a) continue to file in a timely manner all returns and reports relating to Taxes, and such returns and reports shall be true, correct and complete and shall be subject to the review and consent of Buyer which consent shall not be unreasonably withheld, and (b) be responsible for and pay when due any and all Taxes attributable to or imposed upon Seller or any of its direct or indirect subsidiaries, or attributable to or imposed upon the Purchased Assets for any period (or portion thereof) through and including the Closing Date, including, without limitation, any Taxes attributable to or arising from the transactions contemplated by this Agreement. In the event Buyer makes any payment in respect of such Taxes as a result of Seller's failure to pay such Taxes when due, there shall be a partial forgiveness of the Note as set forth in Section 2.6(b) above.

6.6 Post-Closing Access to Information. If, after the Closing Date, in order properly to operate the IZ Business or prepare documents or reports required to be filed with governmental authorities or Buyer's financial statements, it is necessary that Buyer obtain additional information within Seller's possession relating to the Purchased Assets or the IZ Business, Seller will furnish or cause its representatives to furnish such information to Buyer. Such information shall include, without limitation, all agreements between Seller and any Person relating to the IZ Business. Seller shall maintain and make available the information and records specified in this Section 6.6 for a period of five (5) years after the Closing Date.

6.7 Post-Closing Cooperation. Seller agrees that, if reasonably requested by Buyer, it will cooperate with Buyer, at Buyer's expense, in enforcing the terms of any agreements between Seller and any third party involving the IZ Business, including without limitation terms relating to confidentiality and the protection of intellectual property rights. In the event that Buyer is unable to enforce its intellectual property rights against a third party as a result of a rule or law barring enforcement of such rights by a transferee of such rights, Seller agrees to reasonably cooperate with Buyer by assigning to Buyer such rights as may be required by Buyer to enforce its intellectual property rights in its own name. If such assignment still does not permit Buyer to enforce its intellectual property rights against the third party, Seller agrees to initiate proceedings against such third party in Seller's name, provided that Buyer shall be entitled to participate in such proceedings and provided further that Buyer shall be responsible for the expenses of such proceedings.

6.8 No Post-Closing Retention of Copies. Immediately after the Closing, Seller shall deliver to Buyer or destroy copies of Purchased Assets in Seller's possession that are in addition to copies delivered to Buyer as part of the Closing, whether such copies are in paper form, on computer media or stored in another form; provided, however, that Seller may retain and use copies of financial books and records relating to the IZ Business as well as other documents required by law to be kept by Seller for the sole purpose of preparing its financial statements and other reports required by applicable law. The Seller shall not be permitted to use the financial books and records of the IZ Business for any other reason.

6.9 Public Announcements. On and prior to the Closing Date, Buyer and Seller shall advise and confer with each other prior to the issuance of any reports, statements or releases concerning this Agreement (including the exhibits and schedules hereto) and the transactions contemplated herein. Neither Buyer nor Seller will make any public disclosure prior to the Closing or with respect to the Closing unless both parties agree on the text and timing of such public disclosure; provided, however, that nothing contained herein shall prevent either party at any time from furnishing any information to any Governmental Entity. Immediately after this Agreement is signed, both parties will make public announcements to their respective share exchanges; the text of such public announcements will be reviewed by the parties prior to release.

6.10 Post-Closing Actions. Subsequent to the Closing Date, Seller shall, from time to time, execute and deliver, upon the request of Buyer, all such other and further materials and documents and instruments of conveyance, transfer or assignment as may reasonably be requested by Buyer to effect, record or verify the transfer to, and vesting in Buyer, of Seller's right, title and interest in and to the Purchased Assets, free and clear of all Liens, in accordance with the terms of this Agreement.

6.11 Financial Statements. In the event Buyer is required by the rules and regulations promulgated by the U.S. Securities and Exchange Commission to produce any financial statements covering a period or periods prior to the Closing Date, then Seller at Buyer's expense shall assist Buyer in the preparation thereof as reasonably requested by Buyer.

6.12 Permits. Seller will assist Buyer in obtaining any licenses, permits or authorizations required for carrying on the IZ Business but which are not transferable.

6.13 Taxes. Seller shall be responsible for paying, shall promptly discharge when due, and shall reimburse, indemnify and hold harmless Buyer from, any sales or use, transfer, real property gains, excise, stamp, or other similar Taxes arising from, imposed on or attributable to the transactions contemplated by this Agreement, and any other Taxes which are due or properly accrued with respect to all periods (or portions thereof) prior to and including the Closing Date, and at the request of Buyer, Seller shall provide Buyer with proof of such payment.

7. Employee Matters

7.1 Transferred Employees.

(a) Offer of Employment. Subject to and in accordance with the provisions of this Section 7, Buyer may offer employment to any or all of the employees who are employed by Seller in the IZ Business as of the date of this Agreement (the "Employees"). Seller agrees that it will cooperate with Buyer to identify those employees of Seller who are necessary for the conduct the IZ Business. Prior to the Closing, Buyer, after notice to Seller as to the timing and method of contact, shall have the right to contact any or all of the Employees for the purposes of making offers of employment with Buyer (or any Affiliate designated by Buyer) after the Closing Date and receiving written acceptances of such employment (in each case contingent on consummation of the transactions contemplated by this Agreement). Upon Closing, Buyer (or any Affiliates designated by Buyer) shall hire those Employees to whom it has made an offer in accordance with this Section 7.1 and who accept such offer in the manner and within the time frame reasonably established by Buyer. Each such Employee who is employed by Seller on the Closing Date and who actually transfers to employment with Buyer (or any Affiliate designated by Buyer) at or after the Closing Date as a result of an offer of employment made by Buyer is hereafter referred to as a "Transferred Employee." Transferred Employees shall not include any person on a disability leave of more than twenty-six (26) weeks. On a periodic basis following the date of this Agreement and prior to the Closing, Buyer shall advise Seller of its intentions with respect to the employees it desires to extend or has extended offers to and the general status of discussions with such employees. Buyer hereby notifies Seller of Buyer's intent to offer employment to all Employees set forth on Schedule 7.1(a) on terms and conditions substantially equivalent to, or greater than, such Employees' current terms and conditions of employment. Notwithstanding such periodic disclosures made to Seller, Buyer shall not be obligated to hire any employee unless an offer of employment is subsequently made to, and accepted by, such employee; in addition, Buyer shall have no obligation to hire any employees of Seller after the Closing Date.

(b) Transition. Seller hereby agrees that it will not terminate the employment of any Employee prior to the Closing; provided, however, that Seller will terminate the employment of Ronald Dan Berst and Philip Bane immediately prior to the Closing. The employment by Seller of the Transferred Employees shall end at the close of business on the Closing Date and the employment of the Transferred Employees by Buyer shall commence at 12:01 a.m. on the day after the Closing Date. The terms of employment with Buyer (or Buyer's Affiliates) shall be as mutually agreed to between each Transferred Employee and Buyer (or Buyer's Affiliate, as the case may be), subject to the provisions of this Section 7.1. Between the date of this Agreement and the Closing Date, Seller will provide each Transferred Employee with the same level of compensation as that currently provided by Seller. Buyer shall have no obligation with respect to payments of salary, compensation, wages, health or similar benefits, commissions, bonuses (deferred or otherwise), severance (including any severance pay owed to Ronald Dan Berst and Philip Howard Bane), stock or stock options or any other sums due to any Transferred Employee that accrued as of or before the Closing Date. Other than as listed on Schedule 7.1(b), Seller will be fully responsible for all amounts payable to any employee who is not a Transferred Employee, including (without limitation) all termination payments, redundancy compensation, severance pay, accrued vacation pay and other amounts payable in respect of the termination of employment of any employee in connection with the sale of the Purchased Assets to the Buyer. In addition, Seller will be fully responsible for all amounts owing to Transferred Employees prior to Closing.

(c) Retention of Employees Prior to Closing. Seller agrees to use reasonable efforts to retain the Employees as employees of the IZ Business until the Closing Date, and to assist Buyer in securing the employment after the Closing Date of those Employees to whom Buyer (or designated by Buyer) makes or intends to make offers of employment under subsection (a) above. Seller shall not transfer any Employee to employment with Seller outside of the IZ Business prior to the Closing or without the consent of Buyer. Seller shall notify Buyer promptly if, notwithstanding the foregoing, any Employee terminates employment with Seller after the date of this Agreement but prior to the Closing. Buyer may request Seller to hire additional employees for the IZ Business, in which case Seller will use commercial reasonable efforts to identify and hire such employees.

7.2 Compensation and Benefits of Transferred Employees. Coverage for Transferred Employees under Buyer's compensation and benefit plans and other programs shall commence as of 12:01 a.m. on the day after the Closing Date. Buyer shall be free to establish its own employee benefit plans; Buyer shall have no obligation to offer benefit plans of the same type or with terms similar to or better than the terms of Seller's current employee benefit plans. Buyer may, at its option, give each Transferred Employee credit for such Transferred Employee's years of most recent continuous service with Seller for purposes of determining participation and benefit levels under all of Buyer's vacation policies and benefit plans and programs.

7.3 Other Employees of the IZ Business. With respect to each employee of the IZ Business as of the Closing Date who is not a Transferred Employee (each a "Non-Transferred Employee"), Seller agrees to either terminate such Non-Transferred Employee's employment with Seller, effective prior to the Closing or offer such Non-Transferred Employee continued employment with Seller other than in the IZ Business. Seller further acknowledges that the Non-Transferred Employees shall not be employees of Buyer after the Closing.

7.4 No Right to Continued Employment or Benefits. No provision in this Agreement shall create any third party beneficiary or other right in any Person (including any beneficiary or dependent thereof) for any reason, including, without limitation, in respect of continued, resumed or new employment with Seller or Buyer (or any Affiliate of Seller or Buyer) or in respect of any benefits that may be provided, directly or indirectly, under any plan or arrangement maintained by Seller, Buyer or any Affiliate of Seller or Buyer. Except as otherwise expressly provided in this Agreement, Buyer is under no obligation to hire any employee of Seller, provide any employee with any particular benefits, or make any payments or provide any benefits to those employees of Seller whom Buyer chooses not to employ.

8. Conditions to Buyer's Obligations

The obligations of Buyer under this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions, all or any of which may be waived by Buyer in writing, except as otherwise provided by law:

8.1 Representations and Warranties True; Performance; Certificate.

(a) The representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects as of the Closing Date with the same effect as though such representations and warranties had been made or given again at and as of the Closing Date;

(b) Seller shall have performed and complied with all of its agreements, covenants and conditions required by this Agreement to be performed or complied with by them prior to or on the Closing Date;

(c) The conditions set forth in this Section 8 have been fulfilled or satisfied, unless otherwise waived in writing by Buyer; and

(d) Buyer shall have received a certificate, dated as of the Closing Date, signed and verified by an officer of Seller on behalf of Seller certifying to the matters set forth in Sections 8.1(a) and 8.1(b) above.

8.2 Consents. All Governmental Authorizations, Required Consents and consents required to transfer the Contracts to Buyer on the terms and conditions provided to Seller, without change as a result of the transfer to Buyer, shall have been obtained.

8.3 No Proceedings or Litigation.

(a) No preliminary or permanent injunction or other order shall have been issued by any Governmental Entity, nor shall any statute, rule, regulation or executive order be promulgated or enacted by any Governmental Entity which prevents the consummation of the transactions contemplated by this Agreement.

(b) No suit, action, claim, proceeding or investigation before any Governmental Entity shall have been commenced and be pending against any of the parties, or any of their respective Affiliates, associates, officers or directors, seeking to prevent transactions contemplated by this Agreement, including, without limitation, the sale of the Purchased Assets or asserting that the sale of the Purchased Assets would be illegal or create liability for damages or which may have a Material Adverse Effect on the IZ Business or the Purchased Assets.

8.4 Documents. This Agreement, the exhibits and schedules attached hereto, and any other instruments of conveyance and transfer and all other documents to be delivered by Seller at the Closing and all actions of Seller required by this Agreement and the exhibit agreements, or incidental thereto, and all related matters, shall be in form and substance reasonably satisfactory to Buyer and Buyer's counsel and shall be in full force and effect.

8.5 Governmental Filings. The parties shall have made any required filing with Governmental Entities in connection with this Agreement and the exhibit agreements, and any approvals related thereto shall have been obtained or any applicable waiting periods shall have expired. If a proceeding or review process by a Governmental Entity is pending in which a decision is expected, Buyer shall not be required to consummate the transactions contemplated by this Agreement until such decision is reached or rendered, notwithstanding Buyer's legal ability to consummate the transactions contemplated by this Agreement prior to such decision being reached or rendered.

8.6 No Material Adverse Change. There shall have been no material adverse change in the financial condition or results of operations of the IZ Business on the Closing Date as compared with the date of this Agreement.

8.7 Termination of Benefit Plans. Seller shall have provided Buyer with evidence, reasonably satisfactory to Buyer as to the termination of all benefit plans and payments owing by Seller relating to all Employees and the termination of all Non-Transferred Employees' benefit plans.

8.8 Legal Opinion. Buyer shall have received a legal opinion from Maslon Edelman Borman & Brand, LLP, legal counsel to Seller, dated the Closing Date, in a form satisfactory to Buyer.

8.9 Outside Financing. Buyer shall have received equity financing in an amount of no less than $1,000,000 in aggregate proceeds and on terms satisfactory to Buyer prior to the Closing Date.

8.10 Operations Manual. Prior to the Closing Date, Buyer shall have received and been assigned ownership of a written manual, produced by PopMail at its own cost, detailing the operations of the IZ Publishing System that is in form and substance satisfactory to Buyer.

8.11 Severance Due Transferred Employees. Seller shall have agreed in writing to pay any Transferred Employee (including Ronald Dan Berst and Philip Howard Bane) 50% of the severance due from Seller within ten (10) business days of Closing and the remaining 50% within twenty (20) business days of Closing.

9. Conditions to Seller's Obligations

The obligations of Seller under this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions, all or any of which may be waived in writing by Seller, except as otherwise provided by law:

9.1 Representations and Warranties True; Performance.

(a) The representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects as of the Closing Date with the same effect as though such representations and warranties had been made or given again at and as of the Closing Date;

(b) Buyer shall have performed and complied with all of its agreements, covenants and conditions required by this Agreement to be performed or complied with by them prior to or on the Closing Date;

(c) Seller shall have received a certificate, dated as of the Closing Date, signed and verified by an officer of Buyer on behalf of Buyer certifying to the matters set forth in Sections 9.1(a) and 9.1(b) above.

9.2 No Proceeding or Litigation.

(a) No preliminary or permanent injunction or other order shall have been issued by any Governmental Entity, nor shall any statute, rule, regulation or executive order be promulgated or enacted by any Governmental Entity which prevents the consummation of the transactions contemplated by this Agreement.

(b) No suit, action, claim, proceeding or investigation before any Governmental Entity shall have been commenced and be pending against any of the parties, or any of their respective Affiliates, associates, officers or directors, seeking to prevent the sale of the Purchased Assets or asserting that the sale of the Assets would be illegal or create liability for damages.

9.3 Documents. This Agreement, any other instruments of conveyance and transfer and all other documents to be delivered by Buyer to Seller at the Closing and all actions of Buyer required by this Agreement or incidental thereto, and all related matters, shall be in form and substance reasonably satisfactory to Seller and Seller's counsel.

9.4 Governmental Filings. The parties shall have made any filing required with Governmental Entities, and any approvals shall have been obtained or any applicable waiting periods shall have expired. If a proceeding or review process by a Governmental Entity is pending in which a decision is expected, Seller shall not be required to consummate the transactions contemplated by this Agreement until such decision is reached or rendered, notwithstanding Seller's legal ability to consummate the transactions contemplated by this Agreement prior to such decision being reached or rendered.

9.5 Fairness Opinion. Seller shall have received an opinion from its financial adviser, Duff & Phelps, stating that in the opinion of such financial adviser, the terms of the Purchase are fair and reasonable to the shareholders of Seller from a financial point of view. Seller shall bear all costs of obtaining such an opinion.

9.6 Legal Opinion. Seller shall have received a legal opinion from Venture Law Group, A Professional Corporation, legal counsel to Buyer, dated the Closing Date, in a form satisfactory to Seller.

10. Indemnification.

10.1 Survival of Representations and Warranties. All covenants to be performed prior to the Closing Date, and all representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the consummation of the transactions contemplated hereby and continue until the two (2) year anniversary of the Closing Date (the "Indemnification Termination Date"); provided that if any claims for indemnification have been asserted with respect to any such representations, warranties and covenants prior to the Indemnification Termination Date, the representations, warranties and covenants on which any such claims are based shall continue in effect until final resolution of any claims, and provided, further, that representations, warranties and covenants relating to Taxes shall survive until 30 days after expiration of all applicable statutes of limitations relating to such Taxes. All covenants to be performed after the Closing Date shall continue indefinitely. Notwithstanding the foregoing, all representations, warranties and covenants in this Agreement relating to Taxes shall continue until 30 days after expiration of all applicable statutes of limitations.

10.2 Indemnification of Buyer. Subject to the limitations set forth in this Section 10, from and after the Effective Time, Seller shall protect, defend, indemnify and hold harmless Buyer and Buyer's Affiliates, officers, directors, employees, representatives and agents (each of the foregoing Persons is hereinafter referred to individually as a "Buyer Indemnified Person" and collectively as "Buyer Indemnified Persons") from and against any and all losses, costs, damages, liabilities, fees (including without limitation reasonable attorneys' fees) and expenses (collectively, the "Damages"), that any of the Buyer Indemnified Persons incurs by reason of or in connection with any claim, demand, action or cause of action alleging misrepresentation, breach of, or default in connection with, any of the representations, warranties, covenants or agreements of the Seller contained in this Agreement, including any exhibits or schedules attached hereto, known to Buyer prior to the Indemnification Termination Date. Damages in each case shall be net of the amount of any insurance proceeds and indemnity and contribution actually recovered by Buyer.

10.3 Indemnification of Seller. Subject to the limitations set forth in this Section 10, from and after the Effective Time, Buyer shall protect, defend, indemnify and hold harmless Seller and Seller's Affiliates, officers, directors, employees, representatives and agents (each of the foregoing Persons is hereinafter referred to individually as a "Seller Indemnified Person" and collectively as "Seller Indemnified Persons") from and against any and all Damages that any of the Seller Indemnified Persons incurs by reason of or in connection with any claim, demand, action or cause of action alleging misrepresentation or breach of any of the representations or warranties of the Buyer contained in Section 5 of this Agreement known to Seller prior to the Indemnification Termination Date. Damages in each case shall be net of the amount of any insurance proceeds and indemnity and contribution actually recovered by Seller.

10.4 Method of Asserting Claims. All claims for indemnification pursuant to this Section 10 shall be made in accordance with the following provisions:

Buyer or Seller, as applicable, shall deliver to Seller or Buyer, respectively, at any time on or before the Indemnification Termination Date, a certificate signed by any officer of Buyer or Seller, as applicable (an "Officer's Certificate"):

(i) stating that Buyer or Seller, as applicable, or any other Buyer Indemnified Person or Seller Indemnified Person, respectively, has paid or incurred Damages and

(ii) specifying in reasonable detail the individual items of Damages included in the amount so stated, the date each such item was paid or incurred and the nature of the misrepresentation, breach of warranty or claim to which such item is related.

Seller or Buyer, as applicable, shall have thirty (30) days to object in writing to any claim or claims made in such Officer's Certificate pursuant to Section 10.5 below. After the expiration of such thirty-day period, if Seller or Buyer, as applicable, has raised no objections, Seller or Buyer, as applicable, shall deliver to Buyer or Seller, respectively, as promptly as practicable, either cash or, in the case of Seller, written evidence of Seller's partial forgiveness of the Note, in each case in an amount equal to such Damages.

10.5 Resolution of Conflicts; Arbitration.

(i) In case Seller or Buyer, as applicable, shall object in writing to any claim or claims made in any Officer's Certificate, Seller and Buyer shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims within 45 days after Buyer's or Seller's receipt of the other party's written objection to the claim pursuant to Section 10 (the "Negotiation Period"). If Seller and Buyer should so agree during the Negotiation Period, a memorandum setting forth such agreement shall be prepared and signed by both parties and funds shall be distributed in accordance with the terms thereof.

(ii) If no such agreement has been reached by the end of the Negotiation Period, either Buyer or Seller may demand arbitration of the matter unless the amount of the Damages is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained by settlement or a non-appealable decision of a court of competent jurisdiction or both parties agree to binding arbitration. The binding arbitration shall be conducted in King County, Washington if brought by Seller and in Dallas County, Texas if brought by Buyer, in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association by one arbitrator appointed in accordance with said rules. The Arbitrator shall apply Washington law, without reference to rules of conflicts of law or rules of statutory arbitration, to the resolution of any dispute. The written decision of the arbitrator as to the validity and amount of any claim in such Officer's Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Section 10 hereof, the parties shall be entitled to act in accordance with such decision and make or withhold payments in accordance therewith. The arbitrator shall award reimbursement to the prevailing party in the arbitration of its reasonable expenses of the arbitration (including costs and reasonable attorneys' fees). The award of the arbitrator shall be the sole and exclusive monetary remedy of the parties and shall be enforceable in any court of competent jurisdiction. Notwithstanding the foregoing, any party shall be entitled to seek injunctive relief or other equitable remedies from any court of competent jurisdiction.

10.6 Third Party Claims. In the event either party becomes aware of a third-party claim which such party believes may result in a demand against the other party, such party shall notify the other party of such claim, and the other party shall be entitled, at the other party's expense, to participate in any defense of such claim; provided, however, that failure to so notify the other party shall not relieve such other party from any liability it has under this Agreement with respect to such third party claim. Each party shall have the right in its discretion to settle any such claim; provided, however, that except with the written consent of the other party, no settlement of any such claim with third-party claimants shall alone be determinative of the validity of any claim against such other party. In the event such other party has consented in writing to any such settlement, such other party shall have no power or authority to object under any provision hereof to the amount of any claim by consistent with such settlement.

10.7 Exclusive Contractual Remedy. Indemnification pursuant to this Section 10 shall be the exclusive contractual remedy of Buyer and Seller for any Damages; provided, however, that nothing herein shall limit the liability of any officer or director of Seller for such person's fraud or intentional misrepresentation.

11. Miscellaneous.

11.1 Amendments and Waivers. Any term of this Agreement may be amended or waived with the written consent of the parties or their respective successors and assigns. Any amendment or waiver effected in accordance with this Section 11.1 shall be binding upon the parties and their respective successors and assigns.

11.2 Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

11.3 Governing Law; Jurisdiction. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Washington, without giving effect to principles of conflicts of law.

11.4 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

11.5 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

11.6 Notices. Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon receipt, when delivered personally or by courier, overnight delivery service or confirmed facsimile, or forty-eight (48) hours after being deposited in the regular mail as certified or registered mail (airmail if sent internationally) with postage prepaid, if such notice is addressed to the party to be notified at such party's address or facsimile number as set forth below, or as subsequently modified by written notice, and (a) if to Buyer, with a copy to Craig E. Sherman, 4750 Carillon Point, Kirkland, Washington 98033 or (b) if to Seller, with a copy to Philip J. Tilton, Maslon Edelman Borman & Brand, LLP, 3300 Wells Fargo Center, Minneapolis, Minnesota 55402.

11.7 Berst Attorneys Fees. PopMail agrees to reimburse Ronald Dan Berst for reasonable legal fees and expenses as owed in connection with the registration, drafting and execution of this Agreement, up to a maximum of $10,000.

11.8 Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith, in order to maintain the economic position enjoyed by each party as close as possible to that under the provision rendered unenforceable. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.

11.9 Entire Agreement. This Agreement and the documents referred to herein are the product of all of the parties hereto, and constitute the entire agreement between such parties pertaining to the subject matter hereof and thereof, and merge all prior negotiations and drafts of the parties with regard to the transactions contemplated herein and therein. Any and all other written or oral agreements existing between the parties hereto regarding such transactions are expressly canceled.

11.10 Advice of Legal Counsel. Each party acknowledges and represents that, in executing this Agreement, it has had the opportunity to seek advice as to its legal rights from legal counsel and that the person signing on its behalf has read and understood all of the terms and provisions of this Agreement. This Agreement shall not be construed against any party by reason of the drafting or preparation thereof.

[Signature pages follow]

This Agreement has been duly executed and delivered by the duly authorized officers of Seller and Buyer as of the date first above written.

JBII CORPORATION

By:

Name:

Title:

POPMAIL.COM, INC.

By:

Name:

Title:

IZ.com, Inc.

By:

Name:

EX-10.56

Exhibit 10.56

LOAN AGREEMENT

THIS LOAN AGREEMENT ("Agreement") is made by and among GSI VENTURES, LLC, an Ohio limited liability company ("Lender"), POPMAIL.COM, INC., a Minnesota corporation (the "Borrower"), SDK INVESTMENTS, INC., an Ohio corporation ("SDKI"), POPMAIL NETWORKS, INC., a Texas corporation ("PNI"), FAN ASYLUM, INC., a California corporation ("FAI") and CAFÉ ODYSSEY, LLC, a Minnesota limited liability company ("COL") this 1st day of December, 2000.

RECITALS

A. Lender has agreed to loan Borrower up to the principal amount of $1,200,000 and at Lender's option, in its sole and absolute discretion, an additional principal amount of $2,800,000.

B. Borrower has agreed to borrow up to $1,200,000 from Lender and the additional $2,800,000 from Lender, to the extent that Lender makes that amount available to Borrower.

C. SDKI has acted as a finder in connection with the loan to be made by Lender to Borrower and, as a result, Borrower has agreed to pay SDKI a finder's fee consisting of cash and warrants to purchase Borrower's common stock.

D. PNI, FAI and COL are wholly owned subsidiaries of Borrower and will materially benefit from the loan Borrower will receive from Lender.

E. As a condition to Lender making a loan to Borrower, Lender requires PNI, FAI and COL to execute this Agreement and be bound by certain terms of this Agreement.

IN CONSIDERATION of the premises, the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, Lender, Borrower PNI, FAI, COL, and SDKI hereby covenant and agree as follows:

ARTICLE I

THE LOAN

1. Agreement to Borrow and Lend. Subject to all of the terms, provisions, conditions, covenants and agreements contained in this Agreement, Lender agrees to make a loan to Borrower (the "Loan") in the principal amount of at least Four Hundred Thousand Dollars ($400,000) and for a period of 270 days from the date hereof, at Lender's option and in its sole and absolute discretion, an additional principal amount of Three Million Eight Hundred Thousand Dollars ($3,600,000) (collectively, the "Loan Proceeds"), which shall be used in accordance with the terms set forth herein. Subject to all of the terms, provisions, conditions, covenants and agreements contained in this Agreement, Borrower agrees to borrow from Lender Loan Proceeds that Lender offers to Borrower within 270 days from the date hereof.
2. Closing. The Loan Proceeds shall be distributed in increments as determined by the Lender, in its sole and absolute discretion of at least $100,000, at one or more closings (each a "Closing"), the first of which shall occur on November 30, 2000, or on such other date as the parties shall agree (the "Initial Closing").
3. Convertible Promissory Notes. The Loan will be evidenced by a series of convertible promissory notes (the "Notes", or singularly a "Note") in the form attached hereto as Exhibit A that will be executed by Borrower and delivered to Lender.
4. Interest. The outstanding principal balance of the Notes shall bear interest at a rate of Twelve Percent (12%) per annum as set forth in the Notes.
5. Payment Terms. Accrued interest under the Notes shall be due and payable in quarterly installments on February 1, 2001, May 1, 2001, August 1, 2001 and November 1, 2001 and the entire outstanding principal balance of the Loan, together with all accrued but unpaid interest thereon, shall be due and payable in full on January 5, 2002 (the "Maturity Date"). Notwithstanding anything to the contrary contained herein, upon Lender's consent, which shall be made in its sole and absolute discretion, Borrower may pay any portion of the quarterly installments of accrued interest of the Loan with shares of Borrower's common stock, par value $.01 per share (the "Common Stock"). The value of the Common Stock used to pay any quarterly installments of accrued interest shall be determined by the closing sale price of the Common Stock as reported by Nasdaq on the preceding trading day before the quarterly installment is paid.
6. Conversion Right. The Lender shall have the right to convert all or any portion of the debt evidenced by the Notes into Borrower's Common Stock in accordance with the terms of the Notes.

ARTICLE II

WARRANTS TO PURCHASE COMMON STOCK

2.1. Warrant to Purchase Common Stock to Lender. The Borrower hereby agrees to issue to Lender as a part of the consideration for Lender making the Loan to Borrower, a warrant to purchase the number of shares of Common Stock equal to fifty percent (50%) of the aggregate face value of each Note and in the form attached hereto as Exhibit B (the "Lender Warrant").

2. Warrant to Purchase Common Stock to SDKI. As partial consideration for introducing the Borrower to the Lender, the Borrower hereby agrees to issue to SDKI a warrant to purchase the number of shares of Common Stock equal to ten percent (10%) of the aggregate face value of each Note and in the form attached hereto as Exhibit C ("SDKI Warrant" and together with the Lender Warrant, the "Warrants").
3. Share Calculation For Warrants; Strike Price; Issuance. For purposes only of determining the number of shares which shall be granted upon exercise of the Warrants, the Common Stock shall be deemed to have a value of $1.00 per share. The strike price for each Lender Warrant shall be 120% of the Market Price (as that term is defined in the Notes), and the strike price for each SDKI Warrant shall be the Market Price. The Borrower shall issue each Warrant at the Initial Closing and each subsequent Closing. The Warrants shall be exercisable for a period of at least five years.

ARTICLE III

BORROWER'S REPRESENTATIONS AND WARRANTIES

The Borrower hereby represents and warrants to Lender that the following are true and correct as of the date hereof and shall be true and correct as of the date of the Initial Closing and any subsequent Closing and shall remain true and correct during the term of all of the Loan Documents (as defined below):

3.1 Borrower and each of its subsidiaries and affiliates (a) is a duly organized and validly existing corporation in good standing under the laws of the jurisdiction of its formation, (b) has the power and authority and the legal right to own its property and assets and to transact the business in which it is engaged and (c) is duly qualified as a foreign corporation or otherwise licensed and authorized to transact business and in good standing in each jurisdiction where the ownership, leasing or operation of property or the conduct of its business requires such qualification and where the failure to be so qualified, licensed or authorized would have a material adverse effect on the condition (financial or otherwise), prospects, assets or properties of Borrower, any subsidiary or affiliate. All subsidiaries and affiliates of the Borrower are listed on Item 3.1 of the Disclosure Schedule. The term "affiliate" shall have the meaning ascribed thereto under Rule 12b-2 promulgated under the Exchange Act of 1934, as amended.

3.2 The execution, delivery and performance of this Agreement, the Notes and the Warrants and any and all other security agreements, pledge agreements, financing statements, certificates or instruments contemplated herein (collectively "Loan Documents") executed and delivered by the Borrower or its affiliates have been authorized by all necessary corporate actions and do not and will not contravene any legal or contractual restriction binding on the Borrower or any of its property or its assets.

3.3 The Borrower and each of its subsidiaries and affiliates has the power to take all actions contemplated hereby (including but not limited to the issuance of the Warrants and Notes, the right of first refusal granted to Lender to participate in any security issuances and the granting of the security interests in the Collateral (as defined below)) to execute, deliver and carry out the terms and provisions of each Loan Document to which it is a party and has taken all necessary actions to authorize the execution, delivery and performance by it of each Loan Document to which it is a party and all acts contemplated hereby. The Loan Documents when executed and delivered by the Borrower and its subsidiaries and affiliates will constitute the legal, valid and binding obligation of the Borrower and its subsidiaries and affiliates (as the case may be) and is, or will be upon execution, enforceable against the Borrower and its subsidiaries and affiliates (as the case may be) in accordance with their respective terms, except to the extent that enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors rights generally.

3.4 The execution, delivery or performance by the Borrower and its subsidiaries and affiliates of each Loan Document, and compliance by the Borrower and its subsidiaries and affiliates with the terms and provisions hereof and thereof, (a) do not contravene any provision of any law, statute, rule or regulation or any order, writ, injunction or decree of any court or governmental instrumentality applicable to the Borrower, any subsidiary or affiliate, (b) do not conflict with or result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any lien (other than as contemplated by the Loan Documents) upon any of the property or assets of the Borrower, any subsidiary or affiliate pursuant to the terms of any material indenture, mortgage, deed of trust, credit agreement, loan agreement or other agreement, contract or instrument to which the Borrower, any subsidiary or affiliate is a party or by which the Borrower, any subsidiary or affiliate or any of their respective properties or assets is bound or to which the Borrower, any subsidiary or affiliate may be subject and (c) do no violate any provision of the Certificate of Incorporation, Articles of Organization, operating agreement, bylaws or regulations of the Borrower, any subsidiary and affiliate.

3.5 The authorization, issuance, sale and delivery of the shares of Common Stock issuable upon conversion of the Notes and upon exercise of the Warrants has been duly authorized by all requisite corporate action on the part of the Borrower. The shares of the Common Stock issuable upon conversion of the Notes and upon exercise of the Warrants upon their issuance in accordance with the Notes and the Warrants, respectively, will be validly issued, fully paid and nonassessable. Any shares of Common Stock issued in accordance with the terms of the Notes for payment of quarterly installments of acquired interest will be validly issued, fully paid and nonassessable.

3.6 Except as disclosed in Schedule 3.6, there are no actions, suits or proceedings pending or, to the knowledge of the Borrower, threatened against Borrower, any subsidiary or affiliate (a) with respect to the Loan Documents, any of the Collateral (as defined below) or the transactions contemplated hereby or (b) that are, either individually or in the aggregate, reasonably likely to have a material adverse effect on the condition (financial or otherwise), prospects, assets or properties of Borrower, any subsidiary or affiliate.

3.7 All balance sheets, income statements, financial statements, operating statements and other financial data pertaining to Borrower or its subsidiaries or affiliates (the "Financial Information") that have been delivered (or will be delivered) to Lender by or on behalf of Borrower are or will be accurate and complete in all material respects, are or will be in accordance with the books and records of Borrower and its subsidiaries and affiliates, and accurately present or will present the financial condition, results of operations and changes in financial position of the person or entity to which they pertain as of their respective dates and there has been no material change with respect thereto. All Financial Information delivered to Lender is and shall be prepared in accordance with the generally accepted accounting principles, consistently applied.

3.8 None of the Borrower's reports and documents heretofore filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, contained at the time they were filed any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading.

3.9 The Borrower and its subsidiaries and affiliates own and possess adequate and enforceable rights to use all patents, patent applications, trademarks, trademark applications, trade names, service marks, logos, copyrights, copyright applications, licenses, inventions, software, programs, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, "Intangibles") necessary for the conduct of their respective businesses. Borrower and its subsidiaries and affiliates have the unrestricted right to use all of the Intangibles. Borrower and its subsidiaries and affiliates are not infringing upon or in conflict with any right of any other person or entity with respect to any Intangibles and the Borrower and its subsidiaries and affiliates are not subject to any outstanding order, decree, judgment or stipulation with respect to the Intangibles. No proceedings have been instituted or are pending or, to Borrower's knowledge, threatened which challenge the validity or rights of Borrower or its subsidiaries and affiliates to any of the Intangibles, and Borrower has no knowledge of any infringement by others of any of the Intangibles. All of the Intangibles are valid, enforceable and free and clear of any attachments or liens and all claims, restrictions and demands of any other person, firm or corporation, including attorneys' fees for past services, expenses and government fees. None of the past or present employees, officers, directors, or shareholders of Borrower, any subsidiary or affiliate has any rights in any Intangibles. Borrower and its subsidiaries and affiliates have not granted any outstanding license or other rights to any of the Intangibles, except those licenses granted in the ordinary course of business, and are not liable, and have not made any contract or arrangement whereby they may become liable, to any person for any royalty or other compensation for the use of any Intangibles. The trade secrets and processes and procedures of Borrower and its subsidiaries and affiliates which are necessary to the operation of Borrower and its subsidiaries and affiliates have been reduced to writing, to the extent practical, and will remain available for use by Borrower and its subsidiaries and affiliates after the date of the Initial Closing and any subsequent Closing.

3.10 All factual information heretofore or contemporaneously furnished by the Borrower, any subsidiary or affiliate to Lender (including, without limitation, all information contained in this Agreement) for purposes of this Agreement or any transaction contemplated hereby or thereby is, and all other such factual information hereafter furnished by the Borrower, any subsidiary or affiliate to Lender for purposes of this Agreement or any transaction contemplated herein will be, true and accurate in all material respects on the date as of which such information is given and the Borrower in good faith believes such information is not incomplete by omitting to state any fact necessary to make such information not misleading at such time in light of the circumstances under which such information was provided.

3.11 The Borrower, each subsidiary and affiliate has filed all tax returns required to be filed by it and has paid all income and franchise taxes payable by it which have become due pursuant to such tax returns and all other taxes and assessments payable by it which have become due, other than those not yet delinquent and except for those contested in good faith and by appropriate proceedings. The amounts shown on those tax returns fairly present the tax position of the Borrower and such subsidiaries and the Borrower does not expect any material adjustments or any amounts shown on such tax returns. Each of the Borrower and each subsidiary or affiliate has paid, or has provided adequate reserves (in the good faith judgment of the management of the Borrower) for the payment of, all foreign, federal and state income and franchise taxes applicable for all prior fiscal years of the Borrower and for the current fiscal year to the date hereof. As of the date hereof, no tax lien has been filed, and, to the knowledge of the Borrower, no claim is being asserted, with respect to any tax, fee or other charge.

3.12 All employee benefit plans, as defined in Section 3(3) of ERISA (defined below) and which are maintained for employees by the Borrower, a subsidiary or an ERISA Affiliate (defined below) ("Plan"), comply with all relevant provisions of the Internal Revenue Code of 1986 (the "Code") and ERISA; no Plan is insolvent or in reorganization; no Plan has an accumulated or waived funding deficiency or has applied for an extension of any amortization period within the meaning of Section 412 of the Code; neither the Borrower nor any subsidiary nor any ERISA Affiliate has incurred any liability to or on account of a Plan which is a single-employer plan as defined in Section 4001 (a) (15) of ERISA pursuant to Section 4062, 4063, 4064 or a multi employer plan pursuant to Sections 515, 4201 or 4204, of ERISA; no proceedings have been instituted to terminate any plan; and no condition exists which constitutes a prohibited transaction (as defined in Section 406 of ERISA or Section 4975 of the Code) or a reportable event (as defined in Section 4043 of ERISA), or which is reasonably expected will result in the Borrower, any subsidiary or an ERISA Affiliate of incurring a liability to or on account of a Plan pursuant to any of the foregoing Sections of ERISA or the Code. As of the date of this Agreement, the aggregate present value of all accrued benefit liabilities (as defined in Section 4001(a)(6) of ERISA) of all Plans which were single-employer plans did not exceed the aggregate current value of all assets of such Plans based upon estimated actuarial data that has been provided to the Borrower by the consulting actuaries of the Plans, and as of the date of this Agreement, there was no withdrawal liability (and would be no withdrawal liability assuming a complete withdrawal from all such Plans) to any Plan which is a multi employer plan.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute of similar import, together with regulations thereunder, in each case as in effect from time to time. References to sections of ERISA also refer to any successor sections.

"ERISA Affiliate" means any person (as defined in Section 3 (9) of ERISA) (including each trade or business (whether or not incorporated)) which together with the Company or any Subsidiary would be deemed to be a "single employer" or a member of the same "controlled group" of "contributing sponsors" within the meaning of Section 4001 of ERISA

3.13 The Borrower and its subsidiaries and affiliates are in compliance with all applicable statutes, regulations and orders of, and all applicable restrictions imposed by, all governmental bodies, domestic or foreign, in respect of the conduct of their businesses and the ownership of their properties, except such noncompliance as would not, in the aggregate, reasonably be expected to have a material adverse effect on the condition (financial or otherwise), prospects, assets or properties of Borrower or any subsidiary or affiliate.

3.14 The Borrower and its subsidiaries and affiliates have never conducted business under any names other than those set forth in Item 3.14 of the Disclosure Schedule. The addresses of all offices where any of the Collateral is located is listed in Item 3.14 of the Disclosure Schedule. The chief executive office and the chief place of business for the Borrower, each of its subsidiaries, and affiliates and the office where each thereof keeps its books and records, is located at the address specified in Item 3.14 of the Disclosure Schedule.

3.15 As of the date the last Financial Information was received by Lender from Borrower, except to the extent disclosed, reflected or reserved against therein or in Item 3.15 of the Disclosure Schedule, Borrower did not have any material liabilities or obligations, known or unknown, secured or unsecured, whether accrued, absolute, contingent or otherwise.

3.16 Since the date the last Financial Information was received by Lender from Borrower, there has been no material adverse change in or to the business of Borrower or its subsidiaries or affiliates, or to the operations, earnings, prospects, liabilities or relationships with suppliers, distributors or customers of Borrower or its subsidiaries or affiliates. There is no presently existing condition with respect to Borrower or its subsidiaries or affiliates which might be expected to have a material adverse effect on the business or prospects of Borrower or its subsidiaries or affiliates or the continued conduct of the business of Borrower or its subsidiaries or Affiliates after the date of the Initial Closing or any subsequent Closing.

3.17 No order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by, or other act by (except as have been obtained or made), any governmental or public body or authority, or any subdivision thereof, is required to authorize, or is required in connection with, (a) the execution, delivery and performance by the Borrower or its subsidiaries or affiliates of any Loan Document or (b) the legality, validity, binding effect or enforceability against the Borrower or its subsidiaries or affiliates of any Loan Document.

3.18 Borrower shall use the Loan Proceeds exclusively for commercial reasons that are expressly approved by Lender in accordance with Section 4.2 below.

3.19 Borrower or its subsidiaries and affiliates (as the case may be) are the legal and beneficial owner of the Collateral, and the Collateral is free and clear of all mortgages, security interests, liens, equities, encumbrances and claims of every kind (collectively, the "Encumbrances") except for the Encumbrances set forth on Item 4.7 of the Disclosure Schedule and the liens of the Lender as set forth in this Agreement. The Collateral is and will remain free and clear of all Encumbrances of any nature whatsoever, except for those set forth on Item 4.7 of the Disclosure Schedule and the liens of the Lender as set forth in this Agreement.

20. All of the subsidiaries and affiliates of Borrower are wholly owned by Borrower.

3.21 The security interest and leasehold mortgage in favor of the Borrower on the real and personal property located at Kenwood Mall, Cincinnati, Ohio, is a first and best lien on such personal property and leasehold and Borrower has not and will not allow any Encumbrances on such property to be superior to Borrower's mortgage and security interest.

ARTICLE IV

ADDITIONAL COVENANTS AND OTHER AGREEMENTS

4.1. Finder's Fee. Borrower shall pay to SDKI a cash fee of ten percent (10%) of all the Loan Proceeds disbursed to Borrower, which amount shall be paid from the proceeds disbursed to Borrower.

2. Disbursement Approval. All disbursements of Loan Proceeds shall be approved in writing in advance by Lender, in its sole and absolute discretion. Prior to any use by the Borrower of the Loan Proceeds, or any portion thereof, Borrower shall have received Lender's prior written approval of such use, with such approval being determined by Lender in its sole and absolute discretion. Notwithstanding the foregoing provisions of this Section 4.2, Borrower shall not need any approval from Lender with respect to its use of the first $50,000 of Loan Proceeds received by Borrower.
3. Registration Rights. Within 60 days of the date hereof, Borrower shall have used its best efforts to cause a registration statement covering the resale of the shares of Common Stock issuable upon conversion of the Notes, exercise of the purchase rights under the Notes, used for payment of the accrued interest on the Notes and exercise of the Warrants to have been declared effective by the Securities and Exchange Commission. All expenses of such registration, except fees for underwriting discounts and selling commissions applicable to the resale of such Common Stock by Lender or the holder of the Warrants, shall be borne by Borrower. Lender and SDKI (and their respective assigns) each agree to cooperate with the Borrower in the preparation and filing of any such registration statement and in the furnishing of information for inclusion therein, or in any efforts by the Borrower to establish that the proposed sale is exempt under the Securities Act of 1933, as amended, as to any proposed distribution.

4.4 Right of First Refusal. As long as their exists any principal or interest outstanding under the Notes, the Borrower grants to the Lender a right of first refusal to participate as an investor in any offering of Borrower's Common Stock, securities convertible into Common Stock or any other equity securities of the Borrower (collectively, the "Securities"). If the Borrower receives an executed letter of intent or term sheet from any third party with respect to a sale or transfer of Securities that the Borrower is willing to accept, the Borrower shall promptly give written notice thereof to the Lender, including all essential terms and conditions of such proposed offering. The Lender shall then have ten (10) days after receipt of such written notice to elect to enter into an agreement with the Borrower to participate in the proposed offering on the same terms and conditions as set forth in the Borrower's written notice. If the Lender declines to exercise its right of first refusal upon written notice from the Borrower or fails to notify the Borrower within a 10-day period of an election to invoke its right of first refusal, the Borrower shall have a period of 30 days to enter into an agreement with such third party from whom it has received an executed letter of intent for the sale or transfer of the Securities on the exact terms and conditions that were provided to Borrower in the notice. In the event that Borrower does not effect a transfer or sale of the Securities within the specified thirty-day period, the Lender's right of first refusal shall continue to be applicable to any subsequent sale or transfer of the Securities by the Borrower.

4.5. Approval of Equity and Debt Issuances. Borrower and its subsidiaries and affiliates shall not issue any securities, including options to purchase securities, or take on any debt (other than the debt reflected by the Notes and trade payables incurred in the ordinary course of business), without Lender's prior written approval, which approval shall be given in Lender's sole and absolute discretion.

4.6 Board Seats. Upon Lender's request, the Board of Directors of Borrower (the "Board") shall take all necessary and appropriate action to create up to two (2) new director seats of the Board and appoint such persons as designated by Lender. Additionally, for each $1,400,000 of principal amount of Notes purchased by Lender in excess of $1,200,000, Lender may, at its election, designate one (1) additional member of the Board and the Board shall take all necessary and appropriate action to create such director seats and appoint such persons designated by Lender; provided, however, that Lender's election to designate such new members must be made, if at all, within 30 days of the closing of the purchase of such additional principal amounts of Notes.

4.7 Security Agreements. In connection with the Loan made pursuant to this Agreement, the Notes shall be secured by a first and best lien in all of the assets of the Borrower and its subsidiaries and affiliates, including the shares of capital stock and membership interest in Popmail Network, Inc., Fan Asylum, Inc. and Café Odyssey, LLC (collectively, the "Collateral"); except for the Collateral set forth in Item 4.7 of the Disclosure Schedule, which Lender shall have a lien and security interest in, which shall be subordinated only to those persons or entities identified in Item 4.7 of the Disclosure Schedule. Borrower and its subsidiaries and affiliates shall execute and deliver security agreements, financing statements, pledge agreements and all other instruments and agreements required by Lender that provide for a grant by Borrower and its subsidiaries and affiliates to Lender of a security interest in all of the Collateral. Borrower shall take all other steps necessary to keep such security interest in Lender perfected and shall take no action to subordinate Lender's security interest to any other person or entity without Lender's prior written approval.

4.8 Default Under Loan Document. In the event that a default shall exist under any of the Loan Documents, Lender shall be authorized to proceed with any and all remedies available to Lender thereunder. A default under any of the Loan Documents shall constitute a default under each other Loan Document and shall entitle Lender to pursue any and all remedies under each or any of the Loan Documents.

9. Reserving Common Stock For Issuance. The Borrower shall at all times while the Warrants or the Lender's conversion and purchase rights as set forth in the Notes are outstanding, reserve and keep available out of its authorized but unissued stock, such number of duly authorized Common Stock as shall be sufficient to effect the conversion rights and purchase rights under the Notes and Warrants in accordance with their respective terms.
10. Reclassification of Common Stock. The Borrower covenants and agrees that in the event its present Common Stock shall be reclassified, split, combined or otherwise changed, or in case of any consolidation or merger of the Borrower with or into another corporation as a result of which holders of Common Stock become entitled to receive securities or other assets (including cash) with respect to or in exchange for their Common Stock (other than a merger with a subsidiary in which merger the Borrower is the continuing corporation and which does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock) or in case of any sale, lease or conveyance to another corporation of the property of the Borrower as an entirety or substantially as an entirety, the Borrower shall make proper provision as a part of the terms of such reclassification, split, combination, change, consolidation, merger or sale, that the holder of the Warrants and the Notes will thereafter be entitled to convert it into the same kind and amount of securities (including in that term, stock of any class or classes) and other assets as may be issuable or distributable by the terms of such reclassification, split, combination, change, consolidation, merger or sale.

4.11 Financial Statements. The Borrower shall: (i) Within 45 days of the end of each quarter, furnish Lender with any and all filings with the Securities and Exchange Commission including but not limited to Form 10Q, and a No Default Certificate in the form which in a form acceptable to Lender; (ii) within 90 days of its fiscal year end, furnish audited copies of the Borrower's balance sheet, income statement, and statement of cash flows as well as a copy of Borrower's Form 10K; and (iii) within 30 days of filing, the Borrower's consolidated federal income tax return.

4.12 Taxes, Assessments and Liabilities. The Borrower shall pay all taxes, assessments, and other liabilities when due, except for those which are contested in good faith. File all required federal, state and local tax returns on a timely basis.

4.13 Notice. The Borrower shall give the Lender prompt notice of any: (i) default of this or any other agreement or contract under which the Borrower or any of its subsidiaries or affiliates are liable; (ii) environmental penalty, claim or dispute involving more than $25,000.00; (iii) litigation, government proceeding or investigation filed or threatened against Borrower or any of its subsidiaries or affiliates, Lender its directors and officers involving more than $25,000.00; (iv) reportable event under ERISA; or (v) material change in the business prospects or financial condition of the Borrower or any of its subsidiaries or affiliates.

4.14 Corporate Existence and Status. Borrower shall maintain its and its subsidiaries' and affiliates' corporate existence and remain in good standing under the laws of each jurisdiction where the Borrower and its subsidiaries or affiliates are duly qualified to conduct its business.

4.15 Protection of Intellectual Property. Borrower and its subsidiaries and affiliates shall take all measures necessary to defend and protect the Intangibles, and not commit or permit any action that may impair the value of the Intangibles.

4.16 Liens. Borrower and its subsidiaries and affiliates shall not create or permit to exist any Encumbrance with respect to the Collateral, except for liens created in favor of the Lender hereunder.

4.17 Compliance with Laws. Borrower and its subsidiaries and affiliates shall keep, observe, satisfy and not suffer violations of any and all laws, statutes, ordinances and/or regulations.

4.18 Operate in the Ordinary Course. Borrower and its subsidiaries and affiliates shall continue to operate their respective businesses in the ordinary and customary course, and not take any actions which materially alter the nature or scope of their respective businesses as conducted on the date of the Initial Closing.

4.19 Further Assurances. Borrower and its subsidiaries and affiliates shall provide Lender with such additional information or documentation as Lender may request from time to time.

4.20 Lender's Attorney's Fees. At each closing, Borrower shall pay Lender's attorney's fees it has incurred related to the Loan up to a maximum of $10,000.

ARTICLE V

DEFAULT AND REMEDIES

5.1. Events of Default. The occurrence of any one or more of the following events or the existence of one or more of the following conditions shall, upon 30 days written notice to Borrower, constitute an "Event of Default" under this Agreement provided that the events set forth in Sections 5.1(a), 5.1(c), 5.1(f), 5.1(e), 5.1(g), 5.1(h), 5.1(k), 5.1(l) and 5.1(n) shall constitute an Event of Default immediately upon their occurrence and Lender shall not be required to provide the 30 days' written notice for any such events:

(a) Borrower shall fail to pay when due any installment of principal or interest due under the Notes, whether due on the date provided for therein or by acceleration or otherwise, or Borrower shall fail to pay when due any other amounts due under any of the Loan Documents;

1. Any material breach of a representation or warranty made in writing to Lender by Borrower or its subsidiaries or affiliates made herein, in any Loan Documents or in connection with the making of the Loan;
2. The breach, default or violation by Borrower or its subsidiaries or affiliates of any obligation, agreement or covenant contained in Loan Documents or any other agreements, certificates or writings executed in connection herewith by Borrower or its subsidiaries or affiliates; unless the same is cued within any applicable grace period;
3. any material provision of any of the Loan Documents shall at any time for any reason cease to be in full force and effect or shall be declared to be null and void;
4. any litigation or proceeding is pending which may materially adversely affect the ability of Borrower, its subsidiaries or affiliates to perform its obligations under the Loan Documents;
5. the failure of the Borrower or its subsidiaries or affiliates to comply with any other covenants or agreements contained in any of the Loan Documents and not herein specifically referenced, unless the same is cured within any applicable grace period;
6. a material part of the operations of the Borrower or any of its subsidiaries or affiliates shall cease for a period of thirty days;
7. the liquidation, termination or dissolution of Borrower or any of its subsidiaries or affiliates;
8. the occurrence of an event of default (as defined therein) in any of the Loan Documents other than this Agreement;
9. the occurrence of any of the following transactions concerning the Borrower without the prior written consent of the Lender (which shall be given in its sole and absolute discretion): (i) the acquisition of the Borrower by another entity by means of any transaction or series of related transactions (including, without limitation, the transfer of more than 50% of the voting power of the Borrower, reorganization, merger, consolidation); or (ii) a sale of all or substantially all of the assets of the Borrower; unless the Borrower's shareholders of record as constituted immediately prior to such acquisition or sale will, immediately after such acquisition or sale (by virtue of securities issued as consideration for the Borrower's acquisition or otherwise) hold at least 50% of the voting power of the surviving or acquiring entity;
10. the issuance of any securities by Borrower's subsidiaries and affiliates without the prior written consent of the Lender;
11. the occurrence of any of the following transactions concerning the Borrower's subsidiaries or affiliates without the prior written consent of the Lender: (i) the acquisition (in whole or in part) of any subsidiary or affiliate of the Borrower by another entity or person by means of any transaction or series of related transactions (including, without limitation, the stock purchase, stock issuance, reorganization, merger, consolidation); or (ii) a sale of all or substantially all of the assets of the Borrower;
12. Borrower's Common Stock is de-listed from the Nasdaq National or SmallCap Market Systems; or
13. if Lender shall reasonably deem itself to be insecure.

5.2. Remedies. Upon the occurrence of any Event of Default hereunder as above provided, and at any time thereafter, all principal, interest and other amounts payable under the Notes shall, at the option of Lender, become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly waived by Borrower. Lender may proceed with every remedy available at law or in equity or provided for in the Loan Documents or in any other document executed in connection with the Loan, in such order or sequence as Lender may determine in its sole discretion, including concurrently, independently, or successively, and all expenses incurred by Lender in connection with any remedy shall be deemed indebtedness of Borrower to Lender including, but not limited to, reasonable attorneys' fees incurred by Lender.

ARTICLE VI

GENERAL PROVISIONS

6.1. Amendments. No provision or term of the Loan Documents may be amended, modified, revoked, supplemented, waived or otherwise changed except by a written instrument duly executed by the party from whom enforcement is sought.

6.2. Borrower Not Released. Without affecting any obligation of Borrower under this Agreement, Lender without notice or demand may renew, extend or otherwise change the terms and conditions of the Loan.

6.3. Severability. Whenever possible, each provision of the Loan Documents shall be interpreted so as to be effective and valid under Ohio law. Should any provision, covenant or agreement contained in the Loan Documents be deemed invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions of the Loan Documents shall not be impaired thereby, nor shall the validity, legality or enforceability of any such defective provision be in any way affected or impaired in any other jurisdiction.

6.4. Successors and Assigns Bound; Assignment. The covenants and agreements contained herein shall bind the parties hereto and each of their respective successors and assigns. Borrower may not assign this Agreement without the prior written consent of Lender. Subject to the foregoing restriction, this Agreement shall inure to the benefit of Lender and SDKI, their successors and assigns.

6.5. No Third Party Benefits. This Agreement is made for the sole benefit of Borrower, Lender, PNI, FAO, COL, SDKI and their respective successors and assigns, and no other person or persons shall have any rights or remedies under or by reason of this Agreement.

6.6. Headings. The captions and headings of the paragraphs in the Agreement are for convenience only and are not used to interpret or define the provisions of the Agreement.

6.7. Governing Law. This Agreement and the Loan Documents or any other documents executed in connection with the loan shall be governed by and interpreted in accordance with the laws of the State of Ohio, without regard to Ohio's conflict of laws principles.

6.8. Conflict. Should any provision of any other Loan Documents conflict with any provision of this Agreement, the provision selected by Lender, in its sole discretion, shall govern and shall be controlling.

6.9 Jurisdiction. Borrower, by its execution hereof (i) hereby irrevocably submits to the exclusive jurisdiction of the State of Ohio and to the exclusive jurisdiction of the United States District Court for the Southern District of Ohio for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, the Collateral or the Loan Documents or the subject matter hereof or thereof brought by Lender, any holder of the obligations of Borrower under the Loan Documents or their respective successors or assigns, and (ii) agrees not to assert, by way of motion, as a defense or otherwise, in any such proceeding, any claim that Borrower is not subject personally to the jurisdiction of the above-named courts, that Borrower's property is exempt or immune from attachment or execution, that any such proceeding brought in one of the above-named courts is brought in an inconvenient forum, that the venue of any such proceeding brought in one of the above-named courts in improper, or that this Agreement, the Collateral or any of the Loan Documents, or the subject matter hereof or thereof, may not be enforced in or by such court.

6.10 Waiver of Jury. LENDER AND BORROWER HEREBY VOLUNTARILY, KNOWINGLY AND INTENTIONALLY WAIVE ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING UNDER THIS AGREEMENT OR CONCERNING THE LOAN DOCUMENTS AND/OR ANY COLLATERAL CONTEMPLATED THEREBY, REGARDLESS OF WHETHER SUCH ACTION OR PROCEEDING CONCERNS ANY CONTRACTUAL OR TORTIOUS OR OTHER CLAIM. BORROWER ACKNOWLEDGES THAT THIS WAIVER OF JURY TRIAL IS A MATERIAL INDUCEMENT TO LENDER IN EXTENDING CREDIT, THAT LENDER WOULD NOT HAVE EXTENDED SUCH CREDIT WITHOUT THIS JURY TRIAL WAIVER, AND THAT BORROWER HAS BEEN REPRESENTED BY AN ATTORNEY OR HAS HAD AN OPPORTUNITY TO CONSULT WITH AN ATTORNEY IN CONNECTION WITH THIS JURY TRIAL WAIVER AND UNDERSTANDS THE LEGAL EFFECT OF THIS WAIVER.

6.11 Obligations of Subsidiaries of Borrower. PNI, FAI and COL all acknowledge and agree that each of them shall be bound by Section 4.8 and all obligations, covenants, representations and warranties that reference any subsidiary or affiliate of Borrower as if such obligations, covenants, representations and warranties were fully made by them. PNI, FAI and COL further acknowledge and agree that each of them shall receive a material benefit from the Loan received by Borrower from Lender because without it, PNI, FAI and COL would no longer be able to continue their business as currently operated. The obligations of PNI, FAI and COL hereunder were a material inducement to Lender to enter into this Agreement.

6.12 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall de deemed to be an original but all of which together will constitute one and the same instrument. This Agreement may be executed by facsimile signatures which shall have the same force and effect as original signatures.

6.13 Entire Agreement. This Agreement and all documents and agreements referred to in this Agreement supersede all prior understandings, agreements and discussions between the parties concerning this subject matter, with such prior understandings, agreements and discussions between the parties being merged into this Agreement, and constitutes the entire agreement between the parties with regard to this subject matter.

6.14 Survival. All of the obligations, covenants, representations and warranties of Borrower and its subsidiaries and affiliates shall survive the Initial Closing and any subsequent Closing.

ARTICLE VII

CONDITIONS TO SUBSEQUENT CLOSINGS

7.1 The obligation of Lender to complete any subsequent Closing after the Initial Closing are subject to the satisfaction of each of the following conditions:

(i) Receipt of certified resolutions of Borrower and its subsidiaries and affiliates authorizing the Loan and the grant of the security interest in the Collateral to Lender;

(ii) Execution of the Loan Documents by Borrower and its subsidiaries and affiliates, including any Notes representing the additional proceeds being disbursed in a subsequent Closing;

(iii) No Event of Default exists;

(iv) Confirmation from the applicable federal and state filing offices of Lender's perfected security interest in the Collateral;

(v) Receipt of evidence satisfactory to Lender and its legal counsel, in their sole discretion, of Lender's first and best lien position with respect to the Collateral with the exception of the Collateral set forth in Item 4.7 of the Disclosure Schedule;

(vi) Receipt of Borrower's certified resolutions authorizing the issuance and reservation of shares of Common Stock upon the exercise of the Warrants and the conversion rights set forth in the Notes in a form satisfactory to Lender;

(vii) All representations and warranties set forth in the Agreement or any Loan Document are true and correct as of the date of any subsequent Closing;

(viii) Receipt of a No Default Certificate from the Borrower and each subsidiary and affiliate of Borrower in a form acceptable to Lender.

[Signature Page to Follow]

IN WITNESS WHEREOF, the parties hereto executed this Loan Agreement as of the date first written above.

BORROWER:

POPMAIL.COM, INC.,

By:

Its:___________________________

PMI:

POPMAIL NETWORK, INC.

By:

Its:___________________________

LENDER:

GSI VENTURES, LLC,

By: SDK INVESTMENTS, INC., Manager

By:___________________________________

Stephen D. King

President

FAI:

FAN ASYLUM, INC.

By:

Its:___________________________

SDKI:

SDK INVESTMENTS, INC.,

By:

Stephen D. King

President

COL:

CAFE ODYSSEY, LLC

By:

Its:___________________________

DISCLOSURE SCHEDULE

ITEM 3.1 SUBSIDIARIES AND AFFILIATES

ITEM 3.6 LITIGATION

ITEM 3.14 NAMES OF BUSINESSES; ADDRESSES WHERE COLLATERAL LOCATED; PRINCIPAL OFFICE ADDRESS OF BORROWER, SUBSIDIARIES AND AFFILIATES

ITEM 3.15 CONTINGENT LIABILITIES

ITEM 4.7 ENCUMBRANCES ON COLLATERAL

113679.5

SCHEDULE 3.1

Subsidiaries and Affiliates

1. Fan Asylum, Inc.
2. Popmail Network, Inc.
3. Café Odyssey, Inc.

Schedule 3.6

Litigation

The Company entered into a bridge loan transaction on or about October 6, 2000, in which it issued a promissory note in favor of Great Western Business Services in the principal amount of $600,000. The note was payable in 30 days and was secured by certain computer equipment owned by the Company. Additionally, the lender obtained a "contingent" security interest in the Company's units of Cafe Odyssey, LLC, which vested upon an event of default thereunder. The Company has failed to repay the note and the lender has recently given the Company notice of such default. Additionally, the lender has informed the Company that it intends to retrieve the collateral as soon as is practicable. The lender has not given any notice or otherwise communicated to the Company its intentions with respect to its interest in the Cafe Odyssey units. Cafe Odyssey, LLC currently has no assets.

Schedule 3.14

Names of Businesses and Addresses

1. Fan Asylum, Inc.

1250 Folsom Street

San Francisco, CA 94103

2. Popmail Network, Inc.

1333 Corporate Drive, Suite 350

Irving, TX 75038

3. Café Odyssey, LLC

500 16^th St. Suite 350

Denver, CO 80202

4. Cafe Odyssey

320 South Avenue

Mall of America

Bloomington, MN 55425

Schedule 3.15

Contingent Liabilities

The Kenwood Restaurant opened in December 1996 under the name Hotel Discovery and was closed by the Company in August 1999. In November 1999, the Company assigned the related lease (described below) in connection with the pending sale of restaurant assets to a third party, who subsequently reopened the restaurant under another name and continues to operate the same. The property is approximately 17,000 square feet in size on three levels and is located at the northeast corner of Sycamore Plaza at Kenwood Shopping Center in Cincinnati, Ohio. Although the third party has paid all payments due under the lease since November 1999, the Company remains primarily obligated under the lease.

The initial term of the lease is 15 years with an option for two additional five-year periods. The lease provides for the payment of both a monthly fixed minimum rent and a percentage rent based on gross sales in excess of an escalating base amount. The monthly fixed minimum rent is $12,833 for the first five years of the initial lease term, $14,117 for the sixth through tenth years of the initial lease term, $15,400 for the eleventh through fifteenth years of the initial lease term.

In addition to the fixed minimum rent, the lease provides for the payment of a percentage rent equal to 4% of the gross sales from the restaurant in excess of the following annual gross sales amounts; $3,850,000 for the first five years of the initial lease term, $4,235,000 for the sixth through tenth years of the initial lease term, $4,620,000 for the eleventh through fifteenth years of the initial lease term. No percentage rent was paid in 1998 or 1999. In addition to the fixed minimum rent and percentage rent, the Company is required to pay its proportionate share of common area maintenance costs; taxes, insurance, maintenance and operating costs.

Schedule 4.7

Encumbrances

See Schedule 3.6.

EX-10.57

Exhibit 10.57

AMENDMENT NO. 1 TO THE LOAN AGREEMENT

This Amendment No. 1 to that certain Loan Agreement by and among GSI Ventures, LLC, an Ohio limited liability company ("Lender") PopMail.com, inc., a Minnesota corporation (the "Borrower"), SDK Investments, Inc., an Ohio corporation ("SDKI"), PopMail Network, Inc., a Texas corporation ("PNI"), Fan Asylum, Inc., a California corporation ("FAI"), Café Odyssey, LLC, a Minnesota limited liability company ("COL") dated December 1, 2000 is made among all parties to that Agreement as of December 8, 2000.

In consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereby covenant and agree as follows:

1. The parties do hereby agree to amend the Agreement as follows:
1. Recitals: The recitals the Agreement are amended and superceded in their entirety with the following:

A. Lender has agreed to loan Borrower up to the principal amount of $400,000 and at Lender's option, in its sole and absolute discretion, an additional principal amount of $3,600,000.

B. Borrower has agreed to borrow up to $400,000 from Lender and the additional $3,600,000 from Lender, to the extent that Lender makes that amount available to Borrower.

C. SDKI has acted as a finder in connection with the loan to be made by Lender to Borrower and, as a result, Borrower has agreed to pay SDKI a finder's fee consisting of cash and warrants to purchase Borrower's common stock.

D. PNI, FAI and COL are wholly owned subsidiaries of Borrower and will materially benefit from the loan Borrower will receive from Lender.

E. As a condition to Lender making a loan to Borrower, Lender requires PNI, FAI and COL to execute this Agreement and be bound by certain terms of this Agreement.

2. Event of Default: A new Section 5.1(o) is added to the Agreement and will read as follows:
1. the Borrower shall have materially breached its obligations to J.P. Carey Securities, Inc. set forth in Section 2(a) of that certain Registration Rights Agreement dated June 12, 2000 among PopMail.com, inc. and the Buyers set forth in such agreement.
2. Capitalized Terms. All capitalized terms not otherwise defined herein shall have the same meaning as in the Agreement.

In Witness Whereof, the parties hereto have executed this Amendment No 1 to the Loan Agreement as of the date first written above.

BORROWER:

POPMAIL.COM, INC.,

By:

Its:___________________________

PMI:

POPMAIL NETWORK, INC.

By:

Its:___________________________

LENDER:

GSI VENTURES, LLC,

By: SDK INVESTMENTS, INC., Manager

By:___________________________________

Stephen D. King

President

FAI:

FAN ASYLUM, INC.

By:

Its:___________________________

SDKI:

SDK INVESTMENTS, INC.,

By:

Stephen D. King

President

COL:

CAFE ODYSSEY, LLC

By:

Its:___________________________

EX-10.58

Exhibit 10.58

NEITHER THIS NOTE NOR THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREUNDER HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION (TOGETHER, THE "SECURITIES LAWS") AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OR ENCUMBERED IN THE ABSENCE OF COMPLIANCE WITH SUCH SECURITIES LAWS AND UNTIL THE COMPANY (AS DEFINED HEREIN) THEREOF SHALL HAVE RECEIVED AN OPINION FROM COUNSEL REASONABLY ACCEPTABLE TO IT THAT THE PROPOSED DISPOSITION WILL NOT VIOLATE ANY APPLICABLE SECURITIES LAWS.

POPMAIL.COM, INC.

CONVERTIBLE PROMISSORY NOTE

WITH COGNOVIT PROVISION

Irving, Texas

$70,000.00 February 8, 2001

THIS CONVERTIBLE PROMISSORY NOTE (the "Note") is one of a duly authorized issue of Convertible Promissory Notes of PopMail.com., inc., a corporation duly organized and existing under the laws of the State of Minnesota (the "Company"), designated as its 12% Convertible Promissory Notes Due January 5, 2002, in an aggregate principal amount not exceeding U.S. $4,000,000 (the "Notes").

FOR VALUE RECEIVED, the Company promises to pay to GSI Ventures, LLC, an Ohio limited liability company ("Holder"), in lawful money of the United States of America, the principal sum of Seventy Thousand Dollars ($70,000.00), together with interest in arrears on the unpaid principal balance at a rate equal to Twelve Percent (12%) per annum, in the manner provided below. Interest shall be calculated on the basis of a 360-day year of twelve 30-day months and accrued on a daily basis for the actual number of days elapsed from the date hereof on the principal balance from time to time outstanding as hereinafter provided.

1. Payments.

1.1 Principal and Interest. Accrued interest under this Note shall be due and payable in quarterly installments on February 1, 2001, May 1, 2001, August 1, 2001 and November 1, 2001 and the entire outstanding principal balance of the Note, together with all accrued but unpaid interest thereon, shall be due and payable in full on January 5, 2002 (the "Maturity Date"). Notwithstanding anything to the contrary contained herein, upon Holder's consent, which shall be made in its sole and absolute discretion, Company may pay any portion of the quarterly installments of accrued interest payable hereunder with shares of Company's common stock, par value $.01 per share (the "Common Stock"). The value of the Common Stock used to pay any such quarterly installments of accrued interest shall be determined by the closing sale price of the Common Stock as reported by Nasdaq on the preceding trading day before the quarterly installment is paid.

1.2 Manner of Payment. Except as otherwise provided herein, all payments of principal and interest on this Note shall be made in immediately available funds. If any payment of principal or interest on this Note is due on a day which is not a Business Day, such payment shall be due on the next succeeding Business Day, and such extension of time shall not be taken into account in calculating the amount of interest payable under this Note. "Business Day" means any day other than a Saturday, Sunday or legal holiday in the State of Ohio.

1.3 Prepayment. The Company may, without premium or penalty, at any time and from time to time, prepay all or any portion of the outstanding principal balance due under this Note, provided that each such prepayment is accompanied by the accrued interest on the amount of principal prepaid calculated to the date of such prepayment. The Company shall provide Holder with not less than fifteen (15) days written notice prior to such prepayment. In the event a transaction described in Section 4.3 hereof is contemplated prior to or contemporaneous with prepayment, said written notice shall include the information specified in the notice made pursuant to Section 4.3 hereof.

1.4 Default Interest. Upon the occurrence of an Event of Default (as defined below), this Note shall accrue interest at a default rate of interest equal to the lesser of 18% per annum or the maximum rate permitted under Ohio Law.

2. Default.

2.1 Event of Default. The occurrence of any one or more of the following events with respect to Company shall, upon 30 days' written notice to the Company, constitute an event of default hereunder ("Event of Default") provided that, the events set forth in Sections 2.1(a), 2.1(b), 2.1(c) and 2.1(d) shall constitute an Event of Default immediately upon their occurrence and Lender shall not be required to provide the 30 days written notice for any such event:

(a) If Company shall fail to pay when due any payment of principal or interest or other amount due on this Note.

(b) If, pursuant to or within the meaning of the United States Bankruptcy Code or any other federal or state law relating to insolvency or relief of debtors (a "Bankruptcy Law"), the Company shall (i) commence a voluntary case or proceeding; (ii) consent to the entry of an order for relief against it in an involuntary case; (iii) consent to the appointment of a trustee, receiver, assignee, liquidator or similar official; (iv) make an assignment for the benefit of its creditors; or (v) admit in writing its inability to pay its debts as they become due.

1. If a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (i) is for relief against the Company in an involuntary case, (ii) appoints a trustee, receiver, assignee, liquidator or similar official for the Company or substantially all of the Company=s properties, or (iii) orders the liquidation of the Company, and in each case the order or decree is not dismissed within 30 days.

(d) If an event of default occurs as defined in that certain Loan Agreement executed on or about December 1, 2000 by and between the Company, Holder, the Company's subsidiaries and SDK Investments, Inc., and as amended on December 8, 2000 (the "Loan Agreement") or an event of default occurs as defined in any of the Loan Documents, regardless of whether or not such event of default is caused by Company or any of its subsidiaries or affiliates who are a party to the Loan Agreement or the Loan Documents.

(e) A breach of any obligation or covenant of Company set forth in this Note.

1. Any representation or warranty made in writing to Holder by Company made in this Note or in connection with the making of the Loan shall prove at any time to have been incorrect or materially misleading when made.

2. Notice by the Company. The Company shall notify Holder in writing within five days after the occurrence of any Event of Default of which the Company acquires knowledge.
3. Remedies. Upon the occurrence of any Event of Default hereunder as above provided, and at any time thereafter, all principal, interest and other amounts payable under this Note shall, at the option of Holder, become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly waived by Company. Holder may proceed with every remedy available at law or in equity or provided for in the Loan Documents or in any other document executed in connection with the Loan, in such order or sequence as Holder may determine in its sole discretion, including concurrently, independently, or successively, and all expenses incurred by Holder in connection with any remedy shall be deemed indebtedness of Company to Holder including, but not limited to, reasonable attorneys' fees incurred by Holder.

3. Conversion.

1. Holder Conversion.

1. The Holder shall have the right, at the Holder's option, at any time prior to payment in full of the principal balance of this Note, to convert this Note, in accordance with the provisions of Section 3.2 hereof, in whole or in part, into fully paid and nonassessable shares of Common Stock (the "Common Stock") of the Company. The number of shares of Common Stock into which this Note may be converted ("Conversion Shares") shall be determined by dividing: [A] the sum of (i) the outstanding principal amount of the Note to be converted, (ii) all accrued interest thereon to the date of conversion, and (iii) all other indebtedness Company owes Holder under this Note, by [B] the amount equal to 140% of the "Market Price" of the Common Stock (the "Conversion Price").

(b) Notwithstanding Section 3.1(a), in the event that Company has paid any amount it owes to Holder pursuant to this Note ("Partial Payment"), then from the date of the Partial Payment for a period of 90 days, Holder shall have the right to purchase at a strike price equal to the Conversion Price (the "Purchase Price") a certain number of shares of the Common Stock (the "Purchase Right"). The number of shares of Common Stock that Holder may purchase shall be determined by dividing the Partial Payment by the Conversion Price. For purposes of this Note, any shares of Common Stock that Holder purchases pursuant to its Purchase Right shall be considered Conversion Shares. The Purchase Right may be exercised by Holder, in whole or in part, by written notice to the Company, together with payment by Holder to the Company of the Purchase Price in immediately available funds.

3.2 Conversion Procedure.

(a) Notice of Conversion and Purchase Right Pursuant to Section 3.1. Before the Holder shall be entitled to convert this Note into shares of Common Stock, it shall surrender this Note at the office of the Company and shall give written notice in the form attached hereto as Exhibit A (the "Holder Conversion Notice") to the Company at its principal corporate office, of the election to convert all or a portion of this Note pursuant to Section 3.1(a). If this Note is converted in part only, the Company shall execute and deliver a new note to the Holder thereof in the principal amount equal to the portion of this Note not so converted. Before the Holder may exercise its Purchase Right, it shall give written notice to the Company at its principal corporate office, of its exercise of its Purchase Right pursuant to Section 3.1(b) prior to the expiration of the 90-day period the Purchase Right is available.

1. Mechanics and Effect of Conversion.  No fractional shares of Common Stock shall be issued upon conversion of this Note or exercise of the Purchase Right. Upon the conversion of this Note pursuant to Section 3.1(a) above, the Holder shall surrender this Note, duly endorsed, at the principal office of the Company. At its expense, the Company shall, as soon as practicable after receiving the Holder Conversion Notice or notice of Holder's exercise of its Purchase Right, issue and deliver to such Holder at such principal office a certificate or certificates for the number of shares of Common Stock to which the Holder shall be entitled upon such conversion or purchase (bearing such legends as are required by the Loan Agreement or applicable state and federal securities laws in the opinion of counsel to the Company), together with a new note for the principal amount of the Note that was not converted, if any. Upon conversion of all or a portion of this Note, the Company shall be forever released from all its obligations and liabilities under this Note, to the extent of the principal amount so converted.

3.3 Limitations on Conversion. Unless the Company shall have obtained the approval of its voting shareholders to such issuance in accordance with the rules of Nasdaq or any other stock market rules with which the Company shall be required to comply, but only to the extent required thereby, the Company shall not issue shares of its Common Stock (i) upon conversion of any of the principal sum outstanding hereunder, or (ii) as interest on the principal sum due hereunder, if such issuance of Common Stock, when added to the number of shares of Common Stock previously issued by the Company (x) upon conversion of the principal sum due under the Notes and (y) in payment of interest due under the Notes, would equal or exceed 20 percent of the number of shares of the Company's Common Stock that were issued and outstanding on the date hereof (the "Maximum Issuance Amount"). In the event that a properly executed Holder Conversion Notice is received by the Company which would require the Company to issue shares of Common Stock equal to or in excess of the Maximum Issuance Amount, the Company shall honor such conversion request by (a) converting the amount of the principal and interest stated in such conversion notice that is not in excess of the Maximum Issuance Amount and (b) paying the remaining principal and interest due requested by Holder to be converted; provided that, Company shall first use its best efforts to obtain as soon as practicable after obtaining a Holder Conversion Notice the approval of its voting shareholders to issue Conversion Shares in excess of the Maximum Issuance Amount.

4. Limitations on Issuance of Common Stock. Notwithstanding anything herein to the contrary, in no event shall the Holder be permitted to receive Conversion Shares upon exercising its conversion rights or Common Stock as payment for accrued interest on this Note (collectively referred to as "Conversion Rights") to the extent that (x) the number of shares of Common Stock beneficially owned by the Holder (other than shares of Common Stock issuable upon exercise of Holder's Conversion Rights) plus (y) the number of shares of Common Stock issuable upon exercise of the Holder's Conversion Rights, would be equal to or exceed 4.9% of the number of shares of Common Stock then issued and outstanding, including shares issuable upon exercise of the Holder's Conversion Rights after application of this Section 3.4. As used herein, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange Act"). To the extent that the limitation contained in this Section 3.4 applies, the determination of whether Holder may exercise its Conversion Rights (in relation to other securities owned by the Holder) and of which a portion of the Conversion Rights are exercisable shall be in the sole discretion of the Holder, and the submission of a Holder Conversion Notice (or written notice in the case of payment of accrued interest in shares of Common Stock) shall be deemed to be the Holder's determination of whether the Conversion Rights are exercisable (in relation to other securities owned by the Holder) and of which portion of the Conversion Rights are exercisable, in each case subject to such aggregate percentage limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. Nothing contained herein shall be deemed to restrict the right of the Holder to exercise its Conversion Rights at such time as such exercise will not violate the provisions of this Section 3.4. The provisions of this Section 3.4 may be waived by the Holder upon, at the election of the Holder, 61 days' prior notice to the Company, and the provisions of this Section 3.4 shall continue to apply until such 61^st day (or such later date as may be specified in such notice of waiver). No exercise of the Conversion Rights in violation of this Section 3.4 but otherwise in accordance with this Note shall affect the status of the Common Stock issued upon such exercise as validly issued, fully-paid and nonassessable.

4. Anti-Dilution Adjustments.

4.1 Adjustments for Stock Splits and Subdivisions. In the event the Company should at any time or from time to time after the date of issuance hereof fix a record date for the effectuation of a split or subdivision of the outstanding shares of Common Stock or the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in additional shares of Common Stock or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly, additional shares of Common Stock (hereinafter referred to as "Common Stock Equivalents") without payment of any consideration by such holder for the additional shares of Common Stock or the Common Stock Equivalents (including the additional shares of Common Stock issuable upon conversion or exercise thereof), then, as of such record date (or the date of such dividend distribution, split or subdivision if no record date is fixed), the Conversion Price of this Note shall be appropriately decreased so that the number of shares of Common Stock issuable upon conversion of this Note shall be increased in proportion to such increase of outstanding shares.

4.2 Adjustments for Reverse Stock Splits. If the number of shares of Common Stock outstanding at any time after the date hereof is decreased by a combination of the outstanding shares of Common Stock through a reverse stock split, then, following the record date of such combination, the Conversion Price for this Note shall be appropriately increased so that the number of shares of Common Stock issuable on conversion of this Note shall be decreased in proportion to such decrease in outstanding shares.

4.3 Adjust for Reorganization, Reclassification, Merger and Sale. If any capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation shall be effected in such a way that holders of the Company's Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for such common shares, then, as a condition of such reorganization, reclassification, consolidation, merger or sale, the Holder shall have the right to convert and receive upon the basis and upon the terms and conditions specified in this Note and in lieu of the shares of the Common Stock of the Company immediately theretofore convertible and receivable upon the exercise of the rights represented hereby, such shares of stock, other securities or assets as would have been issued or delivered to the Holder as if it had exercised this Note and had received such shares of common stock prior to such reorganization, reclassification, consolidation, merger or sale. The Company shall not effect any such consolidation, merger or sale, unless prior to the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume by written instrument executed and mailed to the registered Holder of this Note at the last address of such Holder appearing on the books of the Company, the obligation to deliver to such Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such Holder may be entitled to convert.

4.4 Other Adjustment. If the Company takes any other action, or if any other event occurs which does not come within the scope of the provisions of Sections 4.1 through 4.3, but which should result in an adjustment in the Conversion Price and/or the number of shares subject to this Note in order to fairly protect the purchase rights of the Holder, an appropriate adjustment in such purchase rights shall be made by the Company.

4.5 Reservation of Stock Issuable Upon Conversion. The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock solely for the purpose of effecting the issuance of the Conversion Shares such number of its shares of Common Stock as shall from time to time be sufficient to issue the Conversion Shares; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the issuance of the Conversion Shares, in addition to such other remedies as shall be available to the holder of this Note, the Company will use its best efforts to take such corporate action as may, in the opinion of Holder's counsel, be necessary to increase its authorized but unissued shares to such number of shares as shall be sufficient for such purposes.

5. Miscellaneous.

5.1 Waiver. The rights and remedies of Holder under this Note shall be cumulative and not alternative. No waiver by Holder of any right or remedy under this Note shall be effective unless in a writing signed by Holder. Neither the failure nor any delay in exercising any right, power or privilege under this Note will operate as a waiver of such right, power or privilege and no single or partial exercise of any such right, power or privilege by Holder will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. To the maximum extent permitted by nonwaivable applicable law, (a) no claim or right of Holder arising out of this Note can be discharged by Holder, in whole or in part by a waiver or renunciation of the claim or right unless in a writing, signed by Holder; (b) no waiver that may be given by Holder will be applicable except in the specific instance for which it is given; and (c) no notice to or demand on the Company will be deemed to be a waiver of any obligation of the Company or of the right of Holder to take further action without notice or demand as provided in this Note. The Company hereby waives presentment, demand, protest and notice of dishonor and protest.

5.2 Notices. The Company shall give any notice required or permitted to be given hereunder to the Holder or the Holder to the Company in accordance with the Loan Agreement.

5.3 Severability. If any court of competent jurisdiction holds any provision in this Note invalid or unenforceable, the other provisions of this Note will remain in full force and effect. Any provision of this Note held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

5.4 Governing Law. This Note will be governed by the laws of the State of Ohio without regard to conflicts of laws principles.

5.5 Parties in Interest; Assignment. This Note shall bind the Company and its successors and assigns. Subject to the provisions of the legend on this Note, the Holder may assign this Note upon providing Company notice of such assignment.

6. Section Headings, Construction. The headings of Sections in this Note are provided for convenience only and will not affect its construction or interpretation. All references to "Section" or "Sections" refer to the corresponding Section or Sections of this Note unless otherwise specified.

5.7 Capitalized Terms. All capitalized terms used in this Note and not defined herein shall have the same meaning as in the Loan Agreement.

5.8 Gender. All words used in this Note will be construed to be of such gender or number, as the circumstances require. Unless otherwise expressly provided, the words "hereof" and "hereunder" and similar references refer to this Note in its entirety and not to any specific section or subsection hereof.

5.9 JURY WAIVER. THE UNDERSIGNED AND HOLDER (BY ITS ACCEPTANCE HEREOF) HEREBY VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE (WHETHER BASED UPON CONTRACT TORT OR OTHERWISE) BETWEEN OR AMONG THE UNDERSIGNED AND HOLDER ARISING OUT OF OR IN ANY WAY RELATED TO THIS DOCUMENT, ANY OTHER RELATED DOCUMENT, OR ANY RELATIONSHIP BETWEEN HOLDER AND THE UNDERSIGNED. THIS PROVISION IS A MATERIAL INDUCEMENT TO HOLDER TO PROVIDE THE FINANCING DESCRIBED HEREIN OR IN THE OTHER LOAN DOCUMENTS.

5.10 Jurisdiction. Company, by its execution hereof (i) hereby irrevocably submits to the exclusive jurisdiction of the State of Ohio and to the exclusive jurisdiction of the United States District Court for the Southern District of Ohio for the purpose of any suit, action or other proceeding arising out of or based upon this Note, the Loan Agreement or any Loan Document or the subject matter hereof or thereof brought by Holder or its successors or assigns, and (ii) agrees not to assert, by way of motion, as a defense or otherwise, in any such proceeding, any claim that Company is not subject personally to the jurisdiction of the above-named courts, that Company's property is exempt or immune from attachment or execution, that any such proceeding brought in one of the above-named courts is brought in an inconvenient forum, that the venue of any such proceeding brought in one of the above-named courts in improper, or that this Note, the Loan Agreement or any Loan Document, or the subject matter hereof or thereof, may not be enforced in or by such court.

CONFESSION OF JUDGMENT. UPON AN EVENT OF DEFAULT, COMPANY HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY-AT-LAW TO APPEAR IN ANY COURT OF RECORD AND TO CONFESS JUDGMENT AGAINST COMPANY FOR THE UNPAID AMOUNT OF THIS NOTE, PLUS ATTORNEYS' FEES AS PROVIDED IN THIS NOTE, PLUS COSTS OF SUIT, AND TO RELEASE ALL ERRORS, AND WAIVE ALL RIGHTS OF APPEAL. IF A COPY OF THE NOTE, VERIFIED BY AN AFFIDAVIT, SHALL HAVE BEEN FILED IN THE PROCEEDING, IT WILL NOT BE NECESSARY TO FILE THE ORIGINAL AS A WARRANT OF ATTORNEY. COMPANY WAIVES THE RIGHT TO ANY STAY OF EXECUTION AND THE BENEFIT OF ALL EXEMPTION LAWS NOW OR HEREAFTER IN EFFECT. NO SINGLE EXERCISE OF THE FOREGOING WARRANT AND POWER TO CONFESS JUDGMENT WILL BE DEEMED TO EXHAUST THE POWER, WHETHER OR NOT ANY SUCH EXERCISE SHALL BE HELD BY ANY COURT TO BE INVALID, VOIDABLE, OR VOID; BUT THE POWER WILL CONTINUE UNDIMINISHED AND MAY BE EXERCISED FROM TIME TO TIME AS HOLDER MAY ELECT UNTIL ALL AMOUNTS OWING ON THIS NOTE HAVE BEEN PAID IN FULL.

WARNING - BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE.

IN WITNESS WHEREOF, the Company has executed and delivered this Note as of the date first stated above.

POPMAIL.COM, INC.

By:______________________________

Title: Chief Executive Officer

Acknowledged and agreed to this

____ day of February, 2001.

GSI Ventures, LLC

By:

Its:

Execution Version

EXHIBIT A

NOTICE OF CONVERSION

AT THE ELECTION OF THE HOLDER

(To Be Signed Only Upon Conversion of Note)

TO POPMAIL.COM, INC.

The undersigned, the holder of the foregoing Note, hereby surrenders such Note for conversion into shares of Common Stock of POPMAIL.COM, INC., to the extent of $_____ of the unpaid principal amount of such Note, and requests that the certificates for such shares be issued in the name of, and delivered to, ______________ whose address is ________________________________.

Dated: __________________________________

_________________________________

(Signature must conform in all respects to

name of holder as specified on the face of

the Note)

_________________________________

(Address)

EX-10.59

Exhibit 10.59

Schedule of Convertible Promissory Notes

Issued in Connection with Convertible Secured Debt Financing

Date of	Name of				Date of
Note	Holder		Amount		Repayment


12/01/00	GSI Ventures, LLC	400,000		January 5, 2002

12/08/00	GSI Ventures, LLC	100,000		January 5, 2002

12/13/00	GSI Ventures, LLC	100,000		January 5, 2002

12/15/00	GSI Ventures, LLC	100,000		January 5, 2002

02/08/01	GSI Ventures, LLC	  70,000		January 5, 2002




















EX-10.60
32
exh1060.htm
EXHIBIT












Exhibit 10.60

LOAN AGREEMENT

	THIS LOAN AGREEMENT ("Agreement")
is made by and among THE SHAAR FUND LTD. ("Lender"),
POPMAIL.COM, INC., a Minnesota corporation (the
"Borrower"), SDK INVESTMENTS, INC., an Ohio corporation
("SDKI"), POPMAIL NETWORKS, INC., a Texas corporation
("PNI"), FAN ASYLUM, INC., a California corporation ("FAI")
and CAFÉ ODYSSEY, LLC, a Minnesota limited liability company
("COL") this 21st day of December, 2000.
RECITALS

	A.	Lender has agreed to loan Borrower up to the
principal amount of $200,000.

	B.	Borrower has agreed to borrow up to $200,000  from
Lender.  

	C.	SDKI has acted as a finder in connection with the
loan to be made by Lender to Borrower and, as a result, Borrower has agreed to
pay SDKI a finder's fee consisting of cash and a warrant to purchase Borrower's
common stock.  

	D.	PNI, FAI and COL are wholly owned subsidiaries of
Borrower and will materially benefit from the loan Borrower will receive from
Lender.

	E.	As a condition to Lender making a loan to Borrower,
Lender requires PNI, FAI and COL to execute this Agreement and be bound by
certain terms of this Agreement.

	IN CONSIDERATION of the premises, the mutual
covenants and agreements contained herein and other good and valuable
consideration, the receipt, sufficiency and adequacy of which are hereby
acknowledged, Lender, Borrower PNI, FAI, COL, and SDKI hereby covenant and agree
as follows:  
ARTICLE I
THE LOAN




Agreement to Borrow and Lend.  Subject
to all of the terms, provisions, conditions, covenants and agreements contained
in this Agreement, Lender agrees to make a loan to Borrower (the
"Loan") in the principal amount of Two Hundred Thousand Dollars
($200,000) (the "Loan Proceeds"), which shall be used in
accordance with the terms set forth herein.  

Closing.  The Loan Proceeds shall be distributed
at one closing which shall occur on December 21, 2000, or on such other date as
the parties shall agree (the "Closing").   

Convertible Promissory Note.  The Loan will be
evidenced by a convertible promissory note (the "Note") in the
form attached hereto as Exhibit A that will be executed by Borrower and
delivered to Lender.  

Interest.  The outstanding principal balance of
the Note shall bear interest at a rate of Twelve Percent (12%) per annum as set
forth in the Note. 

Payment Terms.  Accrued interest under the
Note shall be due and payable in quarterly installments on February 1, 2001, May
1, 2001, August 1, 2001 and November 1, 2001 and the entire outstanding
principal balance of the Loan, together with all accrued but unpaid interest
thereon, shall be due and payable in full on January 5, 2002 (the
"Maturity Date"). Notwithstanding anything to the contrary
contained herein, upon Lender's consent, which shall be made in its sole and
absolute discretion, Borrower may pay any portion of the quarterly installments
of accrued interest of the Loan with shares of Borrower's common stock, par
value $.01 per share (the "Common Stock").  The value of the
Common Stock used to pay any quarterly installments of accrued interest shall be
determined by the closing sale price of the Common Stock as reported by Nasdaq
on the preceding trading day before the quarterly installment is paid.

Conversion Right.  The Lender shall have the right
to convert all or any portion of the debt evidenced by the Note into Borrower's
Common Stock in accordance with the terms of the Note.


ARTICLE II

WARRANTS TO PURCHASE COMMON STOCK

	2.1.	Warrant to Purchase Common Stock to
Lender.  The Borrower hereby agrees to issue to Lender as a part of
the consideration for Lender making the Loan to Borrower, a warrant to purchase
the number of shares of Common Stock equal to fifty percent (50%) of the
aggregate face value of the Note and in the form attached hereto as Exhibit
B (the "Lender Warrant"). 




Warrant to Purchase Common Stock to SDKI.
As partial consideration for introducing the Borrower to the Lender, the
Borrower hereby agrees to issue to SDKI a warrant to purchase the number of
shares of Common Stock equal to ten percent (10%) of the aggregate face value of
each Note and in the form attached hereto as Exhibit C ("SDKI
Warrant" and together with the Lender Warrant, the
"Warrants").  

Share Calculation For Warrants; Strike Price;
Issuance.  For purposes only of determining the number of shares which shall
be granted upon exercise of the Warrants, the Common Stock shall be deemed to
have a value of $1.00 per share.  The strike price for each Lender Warrant shall
be 120% of the Market Price (as that term is defined in the Note), and the
strike price for each SDKI Warrant shall be the Market Price.  The Borrower
shall issue the Warrant at the Closing.  The Warrants shall be exercisable for a
period of at least five years.


ARTICLE III
BORROWER'S REPRESENTATIONS AND WARRANTIES

	The Borrower hereby represents and warrants to
Lender that the following are true and correct as of the date hereof and shall
be true and correct as of the date of the Closing and shall remain true and
correct during the term of all of the Loan Documents (as defined below):  

3.1	Borrower and each of its subsidiaries and affiliates
(a) is a duly organized and validly existing corporation in good standing under
the laws of the jurisdiction of its formation, (b) has the power and authority
and the legal right to own its property and assets and to transact the business
in which it is engaged and (c) is duly qualified as a foreign corporation  or
otherwise licensed and authorized to transact business and in good standing in
each jurisdiction where the ownership, leasing or operation of property or the
conduct of its business requires such qualification and where the failure to be
so qualified, licensed or authorized would have a material adverse effect on the
condition (financial or otherwise), prospects, assets or properties of Borrower,
any subsidiary or affiliate. All subsidiaries and affiliates of the Borrower are
listed on Item 3.1 of the Disclosure Schedule.  The term
"affiliate" shall have the meaning ascribed thereto under Rule 12b-2
promulgated under the Exchange Act of 1934, as amended.




3.2  The execution, delivery and performance of this Agreement, the Note and
the Warrants and any and all other security agreements, pledge agreements,
financing statements, certificates or instruments contemplated herein
(collectively "Loan Documents") executed and delivered by the
Borrower or its affiliates have been authorized by all necessary corporate
actions and do not and will not contravene any legal or contractual restriction
binding on the Borrower or any of its property or its assets.

3.3  The Borrower and each of its subsidiaries and affiliates has the power
to take all actions contemplated hereby (including but not limited to the
issuance of the Warrants and Note, the right of first refusal granted to Lender
to participate in any security issuances and the granting of the security
interests in the Collateral (as defined below)) to execute, deliver and carry
out the terms and provisions of each Loan Document to which it is a party and
has taken all necessary actions to authorize the execution, delivery and
performance by it of each Loan Document to which it is a party and all acts
contemplated hereby. The Loan Documents when executed and delivered by the
Borrower and its subsidiaries and affiliates will constitute the legal, valid
and binding obligation of the Borrower and its subsidiaries and affiliates (as
the case may be) and is, or will be upon execution, enforceable against the
Borrower and its subsidiaries and affiliates (as the case may be) in accordance
with their respective terms, except to the extent that enforcement may be
limited by applicable bankruptcy, insolvency, reorganization or other similar
laws affecting creditors' rights generally.  

3.4  The execution, delivery or performance by the Borrower and its
subsidiaries and affiliates of each Loan Document, and compliance by the
Borrower and its subsidiaries and affiliates with the terms and provisions
hereof and thereof, (a) do not contravene any provision of any law, statute,
rule or regulation or any order, writ, injunction or decree of any court or
governmental instrumentality applicable to the Borrower, any subsidiary or
affiliate, (b) do not conflict with or result in any breach of any of the terms,
covenants, conditions or provisions of, or constitute a default under, or result
in the creation or imposition of (or the obligation to create or impose) any
lien (other than as contemplated by the Loan Documents) upon any of the property
or assets of the Borrower, any subsidiary or affiliate pursuant to the terms of
any material indenture, mortgage, deed of trust, credit agreement, loan
agreement or other agreement, contract or instrument to which the Borrower, any
subsidiary or affiliate is a party or by which the Borrower, any subsidiary or
affiliate or any of their respective properties or assets is bound or to which
the Borrower, any subsidiary or affiliate may be subject and (c) do no violate
any provision of the Certificate of Incorporation, Articles of Organization,
operating agreement, bylaws or regulations of the Borrower, any subsidiary and
affiliate. 

3.5  The authorization, issuance, sale and delivery of the shares of Common
Stock issuable upon conversion of the Note and upon exercise of the Warrants has
been duly authorized by all requisite corporate action on the part of the
Borrower.  The shares of the Common Stock issuable upon conversion of the Note
and upon exercise of the Warrants upon their issuance in accordance with the
Note and the Warrants, respectively, will be validly issued, fully paid and
nonassessable.  Any shares of Common Stock issued in accordance with the terms
of the Note for payment of quarterly installments of acquired interest will be
validly issued, fully paid and nonassessable.

3.6  Except as disclosed in Schedule 3.6, there are no actions, suits or
proceedings pending or, to the  knowledge of the Borrower, threatened against
Borrower, any subsidiary  or affiliate  (a) with respect to the Loan Documents,
any of the Collateral (as defined below) or the transactions contemplated hereby
or (b) that are, either individually or in the aggregate, reasonably likely to
have a material adverse effect on the condition (financial or otherwise),
prospects, assets or properties of Borrower, any subsidiary or affiliate.

3.7  All balance sheets, income statements, financial statements, operating
statements and other financial data pertaining to Borrower or its subsidiaries
or affiliates (the "Financial Information") that have been
delivered (or will be delivered) to Lender by or on behalf of Borrower are or
will be accurate and complete in all material respects, are or will be in
accordance with the books and records of Borrower and its subsidiaries and
affiliates, and accurately present or will present the financial condition,
results of operations and changes in financial position of the person or entity
to which they pertain as of their respective dates and there has been no
material change with respect thereto.  All Financial Information delivered to
Lender is and shall be prepared in accordance with the generally accepted
accounting principles, consistently applied.

3.8  None of the Borrower's reports and documents heretofore filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended, and the Securities Exchange Act of 1934, as amended, contained at the
time they were filed  any untrue statement of a material fact or omitted to
state any material fact required to be stated therein or necessary to make the
statements made therein, in light of the circumstances under which they were
made, not misleading.



3.9  The Borrower and its subsidiaries and affiliates own and
possess adequate and enforceable rights to use all patents, patent applications,
trademarks, trademark applications, trade names, service marks, logos,
copyrights, copyright applications, licenses, inventions, software, programs,
know-how (including trade secrets and other unpatented and/or unpatentable
proprietary or confidential information, systems or procedures) and other
similar rights and proprietary knowledge (collectively,
"Intangibles") necessary for the conduct of their respective
businesses.  Borrower and its subsidiaries and affiliates have the unrestricted
right to use all of the Intangibles.  Borrower and its subsidiaries and
affiliates are not infringing upon or in conflict with any right of any other
person or entity with respect to any Intangibles and the Borrower and its
subsidiaries and affiliates are not subject to any outstanding order, decree,
judgment or stipulation with respect to the Intangibles.  No proceedings have
been instituted or are pending or, to Borrower's knowledge, threatened which
challenge the validity or rights of Borrower or its subsidiaries and affiliates
to any of the Intangibles, and Borrower has no knowledge of any infringement by
others of any of the Intangibles.  All of the Intangibles are valid, enforceable
and free and clear of any attachments or liens and all claims, restrictions and
demands of any other person, firm or corporation, including attorneys' fees for
past services, expenses and government fees.  None of the past or present
employees, officers, directors, or shareholders of Borrower, any subsidiary or
affiliate has any rights in any Intangibles.  Borrower and its subsidiaries and
affiliates have not granted any outstanding license or other rights to any of
the Intangibles, except those licenses granted in the ordinary course of
business, and are not liable, and have not made any contract or arrangement
whereby they may become liable, to any person for any royalty or other
compensation for the use of any Intangibles.  The trade secrets and processes
and procedures of Borrower and its subsidiaries and affiliates which are
necessary to the operation of Borrower and its subsidiaries and affiliates have
been reduced to writing, to the extent practical, and will remain available for
use by Borrower and its subsidiaries and affiliates after the date of the
Closing. 

3.10	All factual information heretofore or
contemporaneously furnished by the Borrower, any subsidiary or affiliate to
Lender (including, without limitation, all information contained in this
Agreement) for purposes of this Agreement or any transaction contemplated hereby
or thereby is, and all other such factual information hereafter furnished by the
Borrower, any subsidiary or affiliate to Lender for purposes of this Agreement
or any transaction contemplated herein will be, true and accurate in all
material respects on the date as of which such information is given and the
Borrower in good faith believes such information is not incomplete by omitting
to state any fact necessary to make such information not misleading at such time
in light of the circumstances under which such information was provided.



	3.11  The Borrower, each subsidiary and affiliate has filed all tax
returns required to be filed by it and has paid all income and franchise taxes
payable by it which have become due pursuant to such tax returns and all other
taxes and assessments payable by it which have become due, other than those not
yet delinquent and except for those contested in good faith and by appropriate
proceedings. The amounts shown on those tax returns fairly present the tax
position of the Borrower and such subsidiaries and the Borrower does not expect
any material adjustments or any amounts shown on such tax returns. Each of the
Borrower and each subsidiary or affiliate has paid, or has provided adequate
reserves (in the good faith judgment of the management of the Borrower) for the
payment of, all foreign, federal and state income and franchise taxes applicable
for all prior fiscal years of the Borrower and for the current fiscal year to
the date hereof. As of the date hereof, no tax lien has been filed, and, to the
knowledge of the Borrower, no claim is being asserted, with respect to any tax,
fee or other charge.

	3.12  All employee benefit plans, as defined in Section 3(3) of ERISA
(defined below) and which are maintained for employees by the Borrower, a
subsidiary or an ERISA Affiliate (defined below) ("Plan"), comply with
all relevant provisions of the Internal Revenue Code of 1986 (the
"Code") and ERISA; no Plan is insolvent or in reorganization; no Plan
has an accumulated or waived funding deficiency or has applied for an extension
of any amortization period within the meaning of Section 412 of the Code;
neither the Borrower nor any subsidiary nor any ERISA Affiliate has incurred any
liability to or on account of a Plan which is a single-employer plan as defined
in Section 4001 (a) (15) of ERISA pursuant to Section 4062, 4063, 4064 or a
multi employer plan pursuant to Sections 515, 4201 or 4204, of ERISA; no
proceedings have been instituted to terminate any plan; and no condition exists
which constitutes a prohibited transaction (as defined in Section 406 of ERISA
or Section 4975 of the Code) or a reportable event (as defined in Section 4043
of ERISA), or which is reasonably expected will result in the Borrower, any
subsidiary or an ERISA Affiliate of incurring a liability to or on account of a
Plan pursuant to any of the foregoing Sections of ERISA or the Code.  As of the
date of this Agreement, the aggregate present value of all accrued benefit
liabilities (as defined in Section 4001(a)(6) of ERISA) of all Plans which were
single-employer plans did not exceed the aggregate current value of all assets
of such Plans based upon estimated actuarial data that has been provided to the
Borrower by the consulting actuaries of the Plans, and as of the date of this
Agreement, there was no withdrawal liability (and would be no withdrawal
liability assuming a complete withdrawal from all such Plans) to any Plan which
is a multi employer plan.



	"ERISA" means the Employee Retirement Income
Security Act of 1974, as amended, and any successor statute of similar import,
together with regulations thereunder, in each case as in effect from time to
time. References to sections of ERISA also refer to any successor sections.

	"ERISA Affiliate" means any person (as defined
in Section 3 (9) of ERISA) (including each trade or business (whether or not
incorporated)) which together with the Company or any Subsidiary would be deemed
to be a "single employer" or a member of the same "controlled
group" of "contributing sponsors" within the meaning of Section
4001 of ERISA

	3.13  The Borrower and its subsidiaries and affiliates
are in compliance with all applicable statutes, regulations and orders of, and
all applicable restrictions imposed by, all governmental bodies, domestic or
foreign, in respect of the conduct of their businesses and the ownership of
their properties, except such noncompliance as would not, in the aggregate,
reasonably be expected to have a material adverse effect on the condition
(financial or otherwise), prospects,  assets or properties of Borrower or any
subsidiary or affiliate.

3.14  The Borrower and its subsidiaries and affiliates have
never conducted business under any names other than those set forth in Item
3.14 of the Disclosure Schedule. The addresses of all offices where any of
the Collateral is located is listed in Item 3.14 of the Disclosure
Schedule.  The chief executive office and the chief place of business for the
Borrower, each of its subsidiaries, and affiliates and the office where each
thereof keeps its books and records, is located at the address specified in
Item 3.14 of the Disclosure Schedule.

	3.15    As of the date the last Financial Information was
received by Lender from Borrower, except to the extent disclosed, reflected or
reserved against therein or in Item 3.15 of the Disclosure Schedule,
Borrower did not have any material liabilities or obligations, known or unknown,
secured or unsecured, whether accrued, absolute, contingent or otherwise. 

	3.16  Since the date the last Financial Information was
received by Lender from Borrower, there has been no material adverse change in
or to the business of Borrower or its subsidiaries or affiliates, or to the
operations, earnings, prospects, liabilities or relationships with suppliers,
distributors or customers of Borrower or its subsidiaries or affiliates.  There
is no presently existing condition with respect to Borrower or its subsidiaries
or affiliates which might be expected to have a material adverse effect on the
business or prospects of Borrower or its subsidiaries or affiliates or the
continued conduct of the business of Borrower or its subsidiaries or Affiliates
after the date of the Closing. 

	3.17  No order, consent, approval, license, authorization
or validation of, or filing, recording or registration with, or exemption by, or
other act by (except as have been obtained or made), any governmental or public
body or authority, or any subdivision thereof, is required to authorize, or is
required in connection with, (a) the execution, delivery and performance by the
Borrower or its subsidiaries or affiliates of any Loan Document or (b) the
legality, validity, binding effect or enforceability against the Borrower or its
subsidiaries or affiliates of any Loan Document.



3.18  Borrower shall use the Loan Proceeds exclusively for commercial reasons
that are expressly approved by Lender in accordance with Section 4.2 below.

3.19    Borrower or its subsidiaries and affiliates (as the case may be) are
the legal and beneficial owner of the Collateral, and the Collateral is free and
clear of all mortgages, security interests, liens, equities, encumbrances and
claims of every kind (collectively, the "Encumbrances") except
for the Encumbrances set forth on Item 4.7 of the Disclosure Schedule and
the liens of the Lender as set forth in this Agreement.  The Collateral is and
will remain free and clear of all Encumbrances of any nature whatsoever, except
for those set forth on Item 4.7 of the Disclosure Schedule and the liens
of the Lender as set forth in this Agreement.






All of the subsidiaries and affiliates of Borrower are wholly owned by
Borrower.





3.21  The security interest and leasehold mortgage in favor of the Borrower
on the real and personal property located at Kenwood Mall, Cincinnati, Ohio, is
a first and best lien on such personal property and leasehold and Borrower has
not and will not allow any Encumbrances on such property to be superior to
Borrower's mortgage and security interest.


		ARTICLE IV
		ADDITIONAL COVENANTS AND OTHER AGREEMENTS

	4.1.	Finder's Fee. Borrower shall pay to
SDKI a cash fee of ten percent (10%) of all the Loan Proceeds disbursed to
Borrower, which amount shall be paid from the proceeds disbursed to
Borrower.




Disbursement Approval.  All disbursements of Loan
Proceeds shall be approved in writing in advance by Lender, in its sole and
absolute discretion.  Prior to any use by the Borrower of the Loan Proceeds, or
any portion thereof, Borrower shall have received Lender's prior written
approval of such use, with such approval being determined by Lender in its sole
and absolute discretion.  Notwithstanding the foregoing provisions of this
Section 4.2, Borrower shall not need any approval from Lender with respect to
its use of the first $50,000 of Loan Proceeds received by Borrower.

Registration Rights.  Within 60 days of the date
hereof, Borrower shall have used its best efforts to cause a registration
statement covering the resale of the shares of Common Stock issuable upon
conversion of the Note, exercise of the purchase rights under the Note, used for
payment of the accrued interest on the Note and  exercise of the Warrants to
have been declared effective by the Securities and Exchange Commission.  All
expenses of such registration, except fees for underwriting discounts and
selling commissions applicable to the resale of such Common Stock by Lender or
the holder of the Warrants, shall be borne by Borrower.  Lender and SDKI (and
their respective assigns) each agree to cooperate with the Borrower in the
preparation and filing of any such registration statement and in the furnishing
of information for inclusion therein, or in any efforts by the Borrower to
establish that the proposed sale is exempt under the Securities Act of 1933, as
amended, as to any proposed distribution.



4.4	Right of First Refusal.  As long as their
exists any principal or interest outstanding under the Note, the Borrower grants
to the Lender a right of first refusal to participate as an investor in any
offering of Borrower's Common Stock, securities convertible into Common Stock or
any other equity securities of the Borrower (collectively, the
"Securities"). If the Borrower receives an executed letter of
intent or term sheet from any third party with respect to a sale or transfer of
Securities that the Borrower is willing to accept, the Borrower shall promptly
give written notice thereof to the Lender, including all essential terms and
conditions of such proposed offering.  The Lender shall then have ten (10) days
after receipt of such written notice to elect to enter into an agreement with
the Borrower to participate in the proposed offering on the same terms and
conditions as set forth in the Borrower's written notice.  If the Lender
declines to exercise its right of first refusal upon written notice from the
Borrower or fails to notify the Borrower within a 10-day period of an election
to invoke its right of first refusal, the Borrower shall have a period of 30
days to enter into an agreement with such third party from whom it has received
an executed letter of intent for the sale or transfer of the Securities on the
exact terms and conditions that were provided to Borrower in the notice.  In the
event that Borrower does not effect a transfer or sale of the Securities within
the specified thirty-day period, the Lender's right of first refusal shall
continue to be applicable to any subsequent sale or transfer of the Securities
by the Borrower. 

4.5.	Approval of Equity and Debt Issuances.
Borrower and its subsidiaries and affiliates shall not issue any securities,
including options to purchase  securities, or take on any debt (other than the
debt reflected by the Note and trade payables incurred in the ordinary course of
business), without Lender's prior written approval, which approval shall be
given in Lender's sole and absolute discretion. 

4.6 	[Intentionally Deleted]

4.7 	Security Agreements.  In connection with the
Loan made pursuant to this Agreement, the Note shall be secured by a first and
best lien in all of the assets of the Borrower and its subsidiaries and
affiliates, including the shares of capital stock and membership interest in
Popmail Network, Inc., Fan Asylum, Inc. and Café Odyssey, LLC
(collectively, the "Collateral"); except for the Collateral set forth
in Item 4.7 of the Disclosure Schedule, which Lender shall have a lien
and security interest in, which shall be subordinated only to those persons or
entities identified in Item 4.7 of the Disclosure Schedule.  Borrower and
its subsidiaries and affiliates shall execute and deliver security agreements,
financing statements, pledge agreements and all other instruments and agreements
required by Lender that provide for a grant by Borrower and its subsidiaries and
affiliates to Lender of a security interest in all of the Collateral.   Borrower
shall take all other steps  necessary to keep such security interest in Lender
perfected and shall take no action to subordinate Lender's security interest to
any other person or entity without Lender's prior written approval.

4.8 	Default Under Loan Document.  In the event
that a default shall exist under any of the Loan Documents, Lender shall be
authorized to proceed with any and all remedies available to Lender thereunder.
A default under any of the Loan Documents shall constitute a default under each
other Loan Document and shall entitle Lender to pursue any and all remedies
under each or any of the Loan Documents.




Reserving Common Stock For Issuance.  The Borrower
shall at all times while the Warrants or the Lender's conversion and purchase
rights as set forth in the Note are outstanding, reserve and keep available out
of its authorized but unissued stock, such number of duly authorized Common
Stock as shall be sufficient to effect the conversion rights and purchase rights
under the Note and Warrants in accordance with their respective
terms.	

Reclassification of Common Stock.  The Borrower
covenants and agrees that in the event its present Common Stock shall be
reclassified, split, combined or otherwise changed, or in case of any
consolidation or merger of the Borrower with or into another corporation as a
result of which holders of Common Stock become entitled to receive securities or
other assets (including cash) with respect to or in exchange for their Common
Stock (other than a merger with a subsidiary in which merger the Borrower is the
continuing corporation and which does not result in any reclassification,
capital reorganization or other change of outstanding shares of Common Stock) or
in case of any sale, lease or conveyance to another corporation of the property
of the Borrower as an entirety or substantially as an entirety, the Borrower
shall make proper provision as a part of the terms of such reclassification,
split, combination, change, consolidation, merger or sale, that the holder of
the Warrants and the Note will thereafter be entitled to convert it into the
same kind and amount of securities (including in that term, stock of any class
or classes) and other assets as may be issuable or distributable by the terms of
such reclassification, split, combination, change, consolidation, merger or
sale.



	4.11  	Financial Statements. The Borrower
shall: (i) Within 45 days of the end of each quarter, furnish Lender with any
and all filings with the Securities and Exchange Commission including but not
limited to Form 10Q, and  a No Default Certificate in the form which in a form
acceptable to Lender; (ii) within 90 days of its fiscal year end, furnish
audited copies of the Borrower's balance sheet, income statement, and statement
of cash flows as well as a copy of Borrower's Form 10K; and (iii) within 30 days
of filing, the Borrower's consolidated federal income tax return.

	4.12	Taxes, Assessments and Liabilities. The
Borrower shall pay all taxes, assessments, and other liabilities when due,
except for those which are contested in good faith. File all required federal,
state and local tax returns on a timely basis.

	4.13	Notice.  The Borrower shall give the
Lender prompt notice of any: (i) default of this or any other agreement or
contract under which the Borrower or any of its subsidiaries or affiliates are
liable; (ii) environmental penalty, claim or dispute involving more than
$25,000.00; (iii) litigation, government proceeding or investigation filed or
threatened against Borrower or any of its subsidiaries or affiliates, Lender its
directors and officers involving more than $25,000.00; (iv) reportable event
under ERISA; or (v) material change in the business prospects or financial
condition of the Borrower or any of its subsidiaries or affiliates.

	4.14	Corporate Existence and Status.  Borrower
shall maintain its and its subsidiaries' and affiliates' corporate existence and
remain in good standing under the laws of each jurisdiction where the Borrower
and its subsidiaries or affiliates are duly qualified to conduct its
business.

	4.15	Protection of Intellectual Property.
Borrower and its subsidiaries and affiliates shall take all measures necessary
to defend and protect the Intangibles, and not commit or permit any action that
may impair the value of the Intangibles.

	4.16	Liens.   Borrower and its subsidiaries and
affiliates shall not create or permit to exist any Encumbrance with respect to
the Collateral, except for liens created in favor of the Lender hereunder.

	4.17	Compliance with Laws.  Borrower and its
subsidiaries and affiliates shall keep, observe, satisfy and not suffer
violations of any and all  laws, statutes, ordinances and/or regulations.
	

	4.18	Operate in the Ordinary Course.  Borrower
and its subsidiaries and affiliates shall continue to operate their respective
businesses in the ordinary and customary course, and not take any actions which
materially alter the nature or scope of their respective businesses as conducted
on the date of the Closing.

	4.19	Further Assurances.  Borrower and its
subsidiaries and affiliates shall provide Lender with such additional
information or documentation as Lender may request from time to time.
	4.20	Lender's Attorney's Fees.  At the Closing,
Borrower shall pay Lender's attorney's fees it has incurred related to the Loan
up to a maximum of $10,000.
ARTICLE V
DEFAULT AND REMEDIES

	5.1.	Events of Default.  The occurrence
of any one or more of the following events or the existence of one or more of
the following conditions shall, upon 30 days written notice to Borrower,
constitute an "Event of Default" under this Agreement provided
that the events set forth in Sections 5.1(a), 5.1(c), 5.1(f), 5.1(e), 5.1(g),
5.1(h), 5.1(k), 5.1(l) 5.1(n) and 5.1(o) shall constitute an Event of Default
immediately upon their occurrence and Lender shall not be required to provide
the 30 days' written notice for any such events:  



		(a)	Borrower shall fail to pay when due any
installment of principal or interest due under the Note, whether due on the date
provided for therein or by acceleration or otherwise, or Borrower shall fail to
pay when due any other amounts due under any of the Loan Documents;

(b)	Any material breach of a representation or warranty made in writing to
Lender by Borrower or its subsidiaries or affiliates made herein, in any Loan
Documents or in connection with the making of the Loan; 

(c)	The breach, default or violation by Borrower or its subsidiaries or
affiliates of any obligation, agreement or covenant contained in Loan Documents
or any other agreements, certificates or writings executed in connection
herewith by Borrower or its subsidiaries or affiliates; unless the same is cued
within any applicable grace period; 

(d)	any material provision of any of the Loan Documents shall at any time
for any reason cease to be in full force and effect or shall be declared to be
null and void; 

(e)	any litigation or proceeding is pending which may materially adversely
affect the ability of Borrower, its subsidiaries or affiliates to perform its
obligations under the Loan Documents; 



(f)	 the failure of the Borrower or its subsidiaries or
affiliates to comply with 


any other covenants or agreements contained in any of the
Loan Documents and not herein specifically referenced, unless the same is cured
within any applicable grace period; 

(g)	a material part of the operations of the Borrower or any of its
subsidiaries or affiliates shall cease for a period of thirty days; 

(h)	the liquidation, termination or dissolution of Borrower or any of its
subsidiaries or affiliates;

(i)	the occurrence of an event of default (as defined therein) in any of
the Loan Documents other than this Agreement;

(j)	the occurrence of any of the following transactions concerning the
Borrower without the prior written consent of the Lender (which shall be given
in its sole and absolute discretion): (i) the acquisition of the Borrower by
another entity by means of any transaction or series of related transactions
(including, without limitation, the transfer of more than 50% of the voting
power of the Borrower, reorganization, merger, consolidation); or (ii) a sale of
all or substantially all of the assets of the Borrower; unless the Borrower's
shareholders of record as constituted immediately prior to such acquisition or
sale will, immediately after such acquisition or sale (by virtue of securities
issued as consideration for the Borrower's acquisition or otherwise) hold at
least 50% of the voting power of the surviving or acquiring entity;

(k)	the issuance of any securities by Borrower's subsidiaries and
affiliates without the prior written consent of the Lender; 

(l)	the occurrence of any of the following transactions concerning the
Borrower's subsidiaries or affiliates without the prior written consent of the
Lender: (i) the acquisition (in whole or in part) of any subsidiary or affiliate
of the Borrower by another entity or person by means of any transaction or
series of related transactions (including, without limitation, the stock
purchase, stock issuance, reorganization, merger, consolidation); or (ii) a sale
of all or substantially all of the assets of the Borrower; 

(m)	Borrower's Common Stock is de-listed from the Nasdaq National or
SmallCap Market Systems; or 

(n)	if Lender shall reasonably deem itself to be insecure; or

(o)	the occurrence of an event which, with notice, lapse of time or both,
would constitute a default or event of default under the Loan Agreement dated as
of December 1, 2000, as amended, among GSI Ventures, LLC, Borrower, SDKI, PNI,
FAI,  and COL or the other loan documents relating to such loan.  



	5.2.	Remedies.  Upon the
occurrence of any Event of Default hereunder as above provided, and at any time
thereafter, all principal, interest and other amounts payable under the Note
shall, at the option of Lender, become immediately due and payable without
presentment, demand, protest or other notice of any kind, all of which are
expressly waived by Borrower.  Lender may proceed with every remedy available at
law or in equity or provided for in the Loan Documents or in any other document
executed in connection with the Loan, in such order or sequence as Lender may
determine in its sole discretion, including concurrently, independently, or
successively, and all expenses incurred by Lender in connection with any remedy
shall be deemed indebtedness of Borrower to Lender including, but not limited
to, reasonable attorneys' fees incurred by Lender.  
ARTICLE VI
GENERAL PROVISIONS

	6.1.	Amendments.  No provision or term
of the Loan Documents may be amended, modified, revoked, supplemented, waived or
otherwise changed except by a written instrument duly executed by the party from
whom enforcement is sought.  

	6.2.	Borrower Not Released.  Without
affecting any obligation of Borrower under this Agreement, Lender without notice
or demand may renew, extend or otherwise change the terms and conditions of the
Loan.  

	6.3.	Severability.  Whenever possible,
each provision of the Loan Documents shall be interpreted so as to be effective
and valid under New York law.  Should any provision, covenant or agreement
contained in the Loan Documents be deemed invalid, illegal or unenforceable in
any jurisdiction, the validity, legality and enforceability of the remaining
provisions of the Loan Documents shall not be impaired thereby, nor shall the
validity, legality or enforceability of any such defective provision be in any
way affected or impaired in any other jurisdiction.  

	6.4.	Successors and Assigns Bound;
Assignment.  The covenants and agreements contained herein shall bind the
parties hereto and each of their respective successors and assigns.  Borrower
may not assign this Agreement without the prior written consent of Lender.
Subject to the foregoing restriction, this Agreement shall inure to the benefit
of Lender and SDKI, their successors and assigns.  

	6.5.	No Third Party Benefits.  This
Agreement is made for the sole benefit of Borrower, Lender, PNI, FAO, COL, SDKI
and their respective successors and assigns, and no other person or persons
shall have any rights or remedies under or by reason of this Agreement.  

	6.6.	Headings.  The captions and
headings of the paragraphs in the Agreement are for convenience only and are not
used to interpret or define the provisions of the Agreement.  

	6.7.	Governing Law.  This Agreement and
the Loan Documents or any other documents executed in connection with the loan
shall be governed by and interpreted in accordance with the laws of the State of
New York, without regard to New York's conflict of laws principles.  

	6.8.	Conflict.  Should any provision of
any other Loan Documents conflict with any provision of this Agreement, the
provision selected by Lender, in its sole discretion, shall govern and shall be
controlling.  

6.9 	Jurisdiction.  Borrower, by its execution
hereof (i) hereby irrevocably submits to the exclusive jurisdiction of the State
of New York and to the exclusive jurisdiction of the United States District
Court for the Southern District of New York for the purpose of any suit, action
or other proceeding arising out of or based upon this Agreement, the Collateral
or the Loan Documents or the subject matter hereof or thereof brought by Lender,
any holder of the obligations of Borrower under the Loan Documents or their
respective successors or assigns, and (ii) agrees not to assert, by way of
motion, as a defense or otherwise, in any such proceeding, any claim that
Borrower is not subject personally to the jurisdiction of the above-named
courts, that Borrower's property is exempt or immune from attachment or
execution, that any such proceeding brought in one of the above-named courts is
brought in an inconvenient forum, that the venue of any such proceeding brought
in one of the above-named courts in improper, or that this Agreement, the
Collateral or any of the Loan Documents, or the subject matter hereof or
thereof, may not be enforced in or by such court.

6.10	Waiver of Jury.  LENDER AND BORROWER HEREBY
VOLUNTARILY, KNOWINGLY AND INTENTIONALLY WAIVE ANY AND ALL RIGHTS TO TRIAL BY
JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING UNDER THIS AGREEMENT OR
CONCERNING THE LOAN DOCUMENTS AND/OR ANY COLLATERAL CONTEMPLATED THEREBY,
REGARDLESS OF WHETHER SUCH ACTION OR PROCEEDING CONCERNS ANY CONTRACTUAL OR
TORTIOUS OR OTHER CLAIM.  BORROWER ACKNOWLEDGES THAT THIS WAIVER OF JURY TRIAL
IS A MATERIAL INDUCEMENT TO LENDER IN EXTENDING CREDIT, THAT LENDER WOULD NOT
HAVE EXTENDED SUCH CREDIT WITHOUT THIS JURY TRIAL WAIVER, AND THAT BORROWER HAS
BEEN REPRESENTED BY AN ATTORNEY OR HAS HAD AN OPPORTUNITY TO CONSULT WITH AN
ATTORNEY IN CONNECTION WITH THIS JURY TRIAL WAIVER AND UNDERSTANDS THE LEGAL
EFFECT OF THIS WAIVER.

	6.11	Obligations of Subsidiaries of Borrower.
PNI, FAI and COL all acknowledge and agree that each of them shall be bound by
Section 4.8 and all obligations, covenants, representations and warranties that
reference any subsidiary or affiliate of Borrower as if such obligations,
covenants, representations and warranties were fully made by them.  PNI, FAI and
COL further acknowledge and agree that each of them shall receive a material
benefit from the Loan received by Borrower from Lender because without it, PNI,
FAI and COL would no longer be able to continue their business as currently
operated.  The obligations of PNI, FAI and COL hereunder were a material
inducement to Lender to enter into this Agreement.

	6.12	Counterparts.  This Agreement may be
executed in one or more counterparts, each of which shall de deemed to be an
original but all of which together will constitute one and the same instrument.
This Agreement may be executed by facsimile signatures which shall have the same
force and effect as original signatures.

	6.13	Entire Agreement.  This Agreement and all
documents and agreements referred to in this Agreement supersede all prior
understandings, agreements and discussions between the parties concerning this
subject matter, with such prior understandings, agreements and discussions
between the parties being merged into this Agreement, and constitutes the entire
agreement between the parties with regard to this subject matter.

	6.14	Survival.  All of the obligations,
covenants, representations and warranties of Borrower and its subsidiaries and
affiliates shall survive the Closing and any subsequent Closing.

ARTICLE VII

CONDITIONS TO THE CLOSING

7.1	The obligation of Lender to complete the Closing is
subject to the satisfaction of each of the following conditions:

		(i)	Receipt of certified resolutions of Borrower
and its subsidiaries and affiliates authorizing the Loan and the grant of the
security interest in the Collateral to Lender;

		(ii)	Execution of the Loan Documents by Borrower
and its subsidiaries and affiliates, including the Note representing the
proceeds being disbursed at the Closing; 

		(iii)	Receipt of  Borrower's certified resolutions
authorizing the issuance and reservation of shares of Common Stock upon the
exercise of the Warrants and the conversion rights set forth in the Note in a
form satisfactory to Lender.

[Signature Page to Follow]


IN WITNESS WHEREOF, the parties hereto executed this Loan
Agreement as of the date first written above.
BORROWER:
POPMAIL.COM, INC., 

By:						

Its:___________________________

PMI:
POPMAIL NETWORK, INC.

By:						

Its:___________________________

LENDER:
THE SHAAR FUND LTD.,




By:	Shaar Advisory Services, N.V. (the advisor to The
Shaar Fund Ltd.)


By:						

Name:	W.J.Langeveld

Title:		Managing Director

FAI:
FAN ASYLUM, INC.

By:						

Its:___________________________

SDKI:
SDK INVESTMENTS, INC., 

By:						

Stephen D. King
President

COL:
CAFE ODYSSEY, LLC

By:						

Its:___________________________
DISCLOSURE SCHEDULE

ITEM 3.1 	SUBSIDIARIES AND AFFILIATES

ITEM 3.6	LITIGATION





ITEM 3.14 	NAMES OF BUSINESSES; ADDRESSES WHERE COLLATERAL LOCATED;
PRINCIPAL OFFICE ADDRESS OF BORROWER, SUBSIDIARIES AND AFFILIATES

ITEM 3.15	CONTINGENT LIABILITIES





ITEM 4.7	ENCUMBRANCES ON COLLATERAL



113679.5

SCHEDULE 3.1
Subsidiaries and Affiliates




Fan Asylum, Inc.
Popmail Network, Inc.
Cafe Odyssey, LLC
Schedule 3.6
Litigation

The Company entered into a bridge loan transaction on or about October 6,
2000, in which it issued a promissory note in favor of Great Western Business
Services in the principal amount of $600,000.  The note was payable in 30 days
and was secured by certain computer equipment owned by the Company.
Additionally, the lender obtained a "contingent" security interest in
the Company's units of Cafe Odyssey, LLC, which vested upon an event of default
thereunder.  The Company has failed to repay the note and the lender has
recently given the Company notice of such default.  Additionally, the lender has
informed the Company that it intends to retrieve the collateral as soon as is
practicable.  The lender has not given any notice or otherwise communicated to
the Company its intentions with respect to its interest in the Cafe Odyssey
units.   Cafe Odyssey, LLC currently has no assets.

On September 13, 2000, the Company received a Nasdaq Staff Determination
which indicates that the Company fails to comply with its common stock
maintaining a minimum bid price of $1.00 over the previous 30 consecutive
trading days as required by Marketplace Rule 4310 (c)(4). Therefore, in
accordance with Marketplace Rule 4310 (c)(8)(B), PopMail.com was provided 90
calendar days, or until December 12, 2000 to regain compliance with the Rule
for continued listing. There can be no assurances the Panel will grant the
Company's request for continued listing.  The Company has requested a hearing
with Nasdaq to appeal its determination to delist the Company's common stock,
which is scheduled for January 11, 2001.

On August 9, 2000, a lawsuit was filed against Fan Asylum, Inc. and Tim
McQuaid relating to an automobile accident.  The plaintiff in the action seeks
damages in excess of $25,000.  The Company has no other information concerning
this matter at the present time.


Schedule 3.14
Names of Businesses and Addresses






Fan Asylum, Inc.
1250 Folsom Street
San Francisco, CA  94103

Popmail Network, Inc.
1333 Corporate Drive, Suite 350
Irving, TX  75038

Café Odyssey, LLC






500 16th St. Suite 350
Denver, CO  80202



4. 	Cafe Odyssey	
	320 South Avenue
	Mall of America
	Bloomington, MN  55425


Schedule 3.15
Contingent Liabilities

The Kenwood Restaurant opened in December 1996 under the name
Hotel Discovery and was closed by the Company in August 1999. In November 1999,
the Company assigned the related lease (described below) in connection with the
pending sale of restaurant assets to a third party, who subsequently reopened
the restaurant under another name and continues to operate the same. The
property is approximately 17,000 square feet in size on three levels and is
located at the northeast corner of Sycamore Plaza at Kenwood Shopping Center in
Cincinnati, Ohio. Although the third party has paid all payments due under the
lease since November 1999, the Company remains primarily obligated under the
lease. 

The initial term of the lease is 15 years with an option for
two additional five-year periods. The lease provides for the payment of both a
monthly fixed minimum rent and a percentage rent based on gross sales in excess
of an escalating base amount. The monthly fixed minimum rent is $12,833 for the
first five years of the initial lease term, $14,117 for the sixth through tenth
years of the initial lease term, $15,400 for the eleventh through fifteenth
years of the initial lease term.

In addition to the fixed minimum rent, the lease provides for
the payment of a percentage rent equal to 4% of the gross sales from the
restaurant in excess of the following annual gross sales amounts; $3,850,000 for
the first five years of the initial lease term, $4,235,000 for the sixth through
tenth years of the initial lease term, $4,620,000 for the eleventh through
fifteenth years of the initial lease term. No percentage rent was paid in 1998
or 1999. In addition to the fixed minimum rent and percentage rent, the Company
is required to pay its proportionate share of common area maintenance costs;
taxes, insurance, maintenance and operating costs. 
Schedule 4.7
Encumbrances

See Schedule 3.6.



















EX-10.61
33
exh1061.htm
EXHIBIT













Exhibit 10.61



NEITHER THIS NOTE NOR THE SHARES OF COMMON STOCK ISSUABLE
UPON CONVERSION HEREUNDER HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION (TOGETHER, THE
"SECURITIES LAWS") AND MAY NOT BE OFFERED FOR SALE, SOLD OR
OTHERWISE  TRANSFERRED  OR  ENCUMBERED  IN  THE  ABSENCE  OF COMPLIANCE WITH
SUCH SECURITIES LAWS AND UNTIL THE COMPANY (AS DEFINED HEREIN) THEREOF SHALL
HAVE RECEIVED AN OPINION FROM COUNSEL REASONABLY ACCEPTABLE TO IT THAT THE
PROPOSED DISPOSITION WILL NOT VIOLATE ANY APPLICABLE SECURITIES LAWS.  

POPMAIL.COM, INC.

CONVERTIBLE PROMISSORY NOTE
WITH COGNOVIT PROVISION

	Irving, Texas
$200,000.00	December 21, 2000

	THIS CONVERTIBLE PROMISSORY NOTE (the
"Note") is a duly authorized Convertible Promissory Note of
PopMail.com., inc., a corporation duly organized and existing under the laws of
the State of Minnesota (the "Company"), designated as its 12%
Convertible Promissory Note Due January 5, 2002, in an aggregate principal
amount not exceeding U.S. $200,000 (the "Note").

	FOR VALUE RECEIVED, the Company promises to pay to
The Shaar Fund Ltd. ("Holder"), in lawful money of the United
States of America, the principal sum of Two Hundred Thousand Dollars
($200,000.00), together with interest in arrears on the unpaid principal balance
at a rate equal to Twelve Percent (12%) per annum, in the manner provided below.
Interest shall be calculated on the basis of a 360-day year of twelve 30-day
months and accrued on a daily basis for the actual number of days elapsed from
the date hereof on the principal balance from time to time outstanding as
hereinafter provided.

1.	Payments.

 	1.1	Principal and Interest. Accrued interest
under this Note shall be due and payable in quarterly installments on February
1, 2001, May 1, 2001, August 1, 2001 and November 1, 2001 and the entire
outstanding principal balance of the Note, together with all accrued but unpaid
interest thereon, shall be due and payable in full on January 5, 2002 (the
"Maturity Date"). Notwithstanding anything to the contrary
contained herein, upon Holder's consent, which shall be made in its sole and
absolute discretion, Company may pay any portion of the quarterly installments
of accrued interest payable hereunder with shares of Company's common stock, par
value $.01 per share (the "Common Stock").  The value of the
Common Stock used to pay any such quarterly installments of accrued interest
shall be determined by the closing sale price of the Common Stock as reported by
Nasdaq on the preceding trading day before the quarterly installment is
paid.

1.2	Manner of Payment.  Except as otherwise
provided herein, all payments of principal and interest on this Note shall be
made in immediately available funds.  If any payment of principal or interest on
this Note is due on a day which is not a Business Day, such payment shall be due
on the next succeeding Business Day, and such extension of time shall not be
taken into account in calculating the amount of interest payable under this
Note.  "Business Day" means any day other than a Saturday,
Sunday or legal holiday in the State of New York.

1.3	Prepayment.  The Company may, without premium
or penalty, at any time and from time to time, prepay all or any portion of the
outstanding principal balance due under this Note, provided that each such
prepayment is accompanied by the accrued interest on the amount of principal
prepaid calculated to the date of such prepayment.  The Company shall provide
Holder with not less than fifteen (15) days written notice prior to such
prepayment.  In the event a transaction described in Section 4.3 hereof is
contemplated prior to or contemporaneous with prepayment, said written notice
shall include the information specified in the notice made pursuant to Section
4.3 hereof.  
1.4	Default Interest.  Upon the occurrence of an
Event of Default (as defined below), this Note shall accrue interest at a
default rate of interest equal to the lesser of 18% per annum or the maximum
rate permitted under New York Law.

2.	Default.

	2.1	Event of Default.  The occurrence of any
one or more of the following events with respect to Company shall, upon 30 days'
written notice to the Company, constitute an event of default hereunder
("Event of Default") provided that, the events set forth in
Sections 2.1(a), 2.1(b), 2.1(c) and 2.1(d) shall constitute an Event of Default
immediately upon their occurrence and Lender shall not be required to provide
the 30 days written notice for any such event:

(a)	If Company shall fail to pay when due any payment of
principal or interest or other amount due on this Note.

(b)	If, pursuant to or within the meaning of the United
States Bankruptcy Code or any other federal or state law relating to insolvency
or relief of debtors (a "Bankruptcy Law"), the Company shall
(i) commence a voluntary case or proceeding; (ii) consent to the entry of an
order for relief against it in an involuntary case; (iii) consent to the
appointment of a trustee, receiver, assignee, liquidator or similar official;
(iv) make an assignment for the benefit of its creditors; or (v) admit in
writing its inability to pay its debts as they become due.







If a court of competent jurisdiction enters an order or
decree under any Bankruptcy Law that (i) is for relief against the Company in an
involuntary case, (ii) appoints a trustee, receiver, assignee, liquidator or
similar official for the Company or substantially all of the Company=s
properties, or (iii) orders the liquidation of the Company, and in each case the
order or decree is not dismissed within  30 days.





	(d)  	If an event of default occurs as defined in that
certain Loan Agreement executed on or about December 21, 2000 by and between the
Company, Holder, the Company's subsidiaries and SDK Investments, Inc. (the
"Loan Agreement") or an event of default occurs as defined in
any of the Loan Documents, regardless of whether or not such event of default is
caused by Company or any of its subsidiaries or affiliates who are a party to
the Loan Agreement or the Loan Documents.

	(e) 	A breach of any obligation or covenant of Company
set forth in this Note.







Any representation or warranty made in writing to
Holder by Company made in this Note or in connection with the making of the Loan
shall prove at any time to have been incorrect or materially misleading when
made.








Notice by the Company. The Company shall notify
Holder in writing within five days after the occurrence of any Event of Default
of which the Company acquires knowledge.

Remedies.  Upon the occurrence of any Event
of Default hereunder as above provided, and at any time thereafter, all
principal, interest and other amounts payable under this Note shall, at the
option of Holder, become immediately due and payable without presentment,
demand, protest or other notice of any kind, all of which are expressly waived
by Company.  Holder may proceed with every remedy available at law or in equity
or provided for in the Loan Documents or in any other document executed in
connection with the Loan, in such order or sequence as Holder may determine in
its sole discretion, including concurrently, independently, or successively, and
all expenses incurred by Holder in connection with any remedy shall be deemed
indebtedness of Company to Holder including, but not limited to, reasonable
attorneys' fees incurred by Holder.



3.	Conversion.




Holder Conversion.  









The Holder shall have the right, at the Holder's option,
at any time prior to payment in full of the principal balance of this Note, to
convert this Note, in accordance with the provisions of Section 3.2 hereof, in
whole or in part, into fully paid and nonassessable shares of Common Stock (the
"Common Stock") of the Company.  The number of shares of Common
Stock into which this Note may be converted ("Conversion
Shares") shall be determined by dividing: [A] the sum of (i) the
outstanding principal amount of the Note to be converted, (ii) all accrued
interest thereon to the date of conversion, and (iii) all other indebtedness
Company owes Holder under this Note, by [B] the amount equal to 140% of the
"Market Price" of the Common Stock (the "Conversion
Price"). 





 		(b) 	Notwithstanding Section 3.1(a), in the event
that Company has paid any amount it owes to Holder pursuant to this Note
("Partial Payment"), then from the date of the Partial Payment
for a period of 90 days, Holder shall have the right to purchase at a strike
price equal to the Conversion Price (the "Purchase Price") a
certain number of shares of the Common Stock (the "Purchase
Right").  The number of shares of Common Stock that Holder may purchase
shall be determined by dividing the Partial Payment by the Conversion Price.
For purposes of this Note, any shares of Common Stock that Holder purchases
pursuant to its Purchase Right shall be considered Conversion Shares.  The
Purchase Right may be exercised by Holder, in whole or in part, by written
notice to the Company, together with payment by Holder to the Company of the
Purchase Price in immediately available funds.

3.2	Conversion Procedure.

(a)	Notice of Conversion and Purchase Right
Pursuant to Section 3.1.  Before the Holder shall be entitled to convert
this Note into shares of Common Stock, it shall surrender this Note at the
office of the Company and shall give written notice  in the form attached hereto
as Exhibit A (the "Holder Conversion Notice") to the
Company at its principal corporate office, of the election to convert all or a
portion of this Note pursuant to Section 3.1(a).  If this Note is converted in
part only, the Company shall execute and deliver a new note to the Holder
thereof in the principal amount equal to the portion of this Note not so
converted.  Before the Holder may exercise its Purchase Right, it shall give
written notice to the Company at its principal corporate office, of its exercise
of its Purchase Right pursuant to Section 3.1(b) prior to the expiration of the
90-day period the Purchase Right is available.







Mechanics and Effect of Conversion.  No
fractional shares of Common Stock shall be issued upon conversion of this Note
or exercise of the Purchase Right.  Upon the conversion of this Note pursuant to
Section 3.1(a) above, the Holder shall surrender this Note, duly endorsed, at
the principal office of the Company.  At its expense, the Company shall, as soon
as practicable after receiving the Holder Conversion Notice or notice of
Holder's exercise of its Purchase Right, issue and deliver to such Holder at
such principal office a certificate or certificates for the number of shares of
Common Stock to which the Holder shall be entitled upon such conversion or
purchase (bearing such legends as are required by the Loan Agreement or
applicable state and federal securities laws in the opinion of counsel to the
Company), together with a new note for the principal amount of the Note that was
not converted, if any.  Upon conversion of all or a portion of this Note, the
Company shall be forever released from all its obligations and liabilities under
this Note, to the extent of the principal amount so converted.

Market Price.  The term "Market
Price" shall mean the lower of (i) the lowest trade of the Company's
Common Stock as reported by Nasdaq or (ii) the lowest price for which the
Company sells a share of Common Stock, each determined during the period
commencing thirty (30) days prior to the date of the Closing and ending thirty
(30) days after the date of the Closing.  





3.3	Limitations on Conversion.  Unless the Company
shall have obtained the approval of its voting shareholders to such issuance in
accordance with the rules of Nasdaq or any other stock market rules with which
the Company shall be required to comply, but only to the extent required
thereby, the Company shall not issue shares of its Common Stock (i) upon
conversion of any of the principal sum outstanding hereunder, or (ii) as
interest on the principal sum due hereunder, if such issuance of Common Stock,
when added to the number of shares of Common Stock previously issued by the
Company (x) upon conversion of the principal sum due under the Note and (y) in
payment of interest due under the Note, would equal or exceed 20 percent of the
number of shares of the Company's Common Stock that were issued and outstanding
on the date hereof (the "Maximum Issuance Amount").  In the
event that a properly executed Holder Conversion Notice is received by the
Company which would require the Company to issue shares of Common Stock equal to
or in excess of the Maximum Issuance Amount, the Company shall honor such
conversion request by (a) converting the amount of the principal and interest
stated in such conversion notice that is not in excess of the Maximum Issuance
Amount and (b) paying the remaining principal and interest due requested by
Holder to be converted; provided that, Company shall first use its best efforts
to obtain as soon as practicable after obtaining a Holder Conversion Notice the
approval of its voting shareholders to issue Conversion Shares in excess of the
Maximum Issuance Amount.

4.	Anti-Dilution Adjustments.

4.1	Adjustments for Stock Splits and Subdivisions.
In the event the Company should at any time or from time to time after the date
of issuance hereof fix a record date for the effectuation of a split or
subdivision of the outstanding shares of Common Stock or the determination of
holders of Common Stock entitled to receive a dividend or other distribution
payable in additional shares of Common Stock or other securities or rights
convertible into, or entitling the holder thereof to receive directly or
indirectly, additional shares of Common Stock (hereinafter referred to as
"Common Stock Equivalents") without payment of any consideration by
such holder for the additional shares of Common Stock or the Common Stock
Equivalents (including the additional shares of Common Stock issuable upon
conversion or exercise thereof), then, as of such record date (or the date of
such dividend distribution, split or subdivision if no record date is fixed),
the Conversion Price of this Note shall be appropriately decreased so that the
number of shares of Common Stock issuable upon conversion of this Note shall be
increased in proportion to such increase of outstanding shares.

4.2	Adjustments for Reverse Stock Splits. 
If the number of shares of Common Stock outstanding at any time after the date
hereof is decreased by a combination of the outstanding shares of Common Stock
through a reverse stock split, then, following the record date of such
combination, the Conversion Price for this Note shall be appropriately increased
so that the number of shares of Common Stock issuable on conversion of this Note
shall be decreased in proportion to such decrease in outstanding shares.

4.3	Adjust for Reorganization, Reclassification, Merger
and Sale.  If any capital reorganization or reclassification of the capital
stock of the Company, or consolidation or merger of the Company with another
corporation, or the sale of all or substantially all of its assets to another
corporation shall be effected in such a way that holders of the Company's Common
Stock shall be entitled to receive stock, securities or assets with respect to
or in exchange for such common shares, then, as a condition of such
reorganization, reclassification, consolidation, merger or sale, the Holder
shall have the right to convert and receive upon the basis and upon the terms
and conditions specified in this Note and in lieu of the shares of the Common
Stock of the Company immediately theretofore convertible and receivable upon the
exercise of the rights represented hereby, such shares of stock, other
securities or assets as would have been issued or delivered to the Holder as if
it had exercised this Note and had received such shares of common stock prior to
such reorganization, reclassification, consolidation, merger or sale.  The
Company shall not effect any such consolidation, merger or sale, unless prior to
the consummation thereof the successor corporation (if other than the Company)
resulting from such consolidation or merger or the corporation purchasing such
assets shall assume by written instrument executed and mailed to the registered
Holder of this Note at the last address of such Holder appearing on the books of
the Company, the obligation to deliver to such Holder such shares of stock,
securities or assets as, in accordance with the foregoing provisions, such
Holder may be entitled to convert.

4.4	Other Adjustment.  If the Company takes
any other action, or if any other event occurs which does not come within the
scope of the provisions of Sections 4.1 through 4.3, but which should result in
an adjustment in the Conversion Price and/or the number of shares subject to
this Note in order to fairly protect the purchase rights of the Holder, an
appropriate adjustment in such purchase rights shall be made by the Company.

4.5	Reservation of Stock Issuable Upon Conversion.
The Company shall at all times reserve and keep available out of its authorized
but unissued shares of Common Stock solely for the purpose of effecting the
issuance of the Conversion Shares such number of its shares of Common Stock as
shall from time to time be sufficient to issue the Conversion Shares; and if at
any time the number of authorized but unissued shares of Common Stock shall not
be sufficient to effect the issuance of the Conversion Shares,  in addition to
such other remedies as shall be available to the holder of this Note, the
Company will use its best efforts to take such corporate action as may, in the
opinion of Holder's counsel, be necessary to increase its authorized but
unissued shares to such number of shares as shall be sufficient for such
purposes.

5.	Miscellaneous.

5.1	Waiver.  The rights and remedies of Holder
under this Note shall be cumulative and not alternative.  No waiver by Holder of
any right or remedy under this Note shall be effective unless in a writing
signed by Holder.  Neither the failure nor any delay in exercising any right,
power or privilege under this Note will operate as a waiver of such right, power
or privilege and no single or partial exercise of any such right, power or
privilege by Holder will preclude any other or further exercise of such right,
power or privilege or the exercise of any other right, power or privilege.  To
the maximum extent permitted by nonwaivable applicable law, (a) no claim or
right of Holder arising out of this Note can be discharged by Holder, in whole
or in part by a waiver or renunciation of the claim or right unless in a
writing, signed by Holder; (b) no waiver that may be given by Holder will be
applicable except in the specific instance for which it is given; and (c) no
notice to or demand on the Company will be deemed to be a waiver of any
obligation of the Company or of the right of Holder to take further action
without notice or demand as provided in this Note.  The Company hereby waives
presentment, demand, protest and notice of dishonor and protest.

5.2	Notices.  The Company shall give any notice
required or permitted to be given hereunder to the Holder or the Holder to the
Company in accordance with the Loan Agreement. 

5.3	Severability.  If any court of competent
jurisdiction holds any provision in this Note invalid or unenforceable, the
other provisions of this Note will remain in full force and effect. Any
provision of this Note held invalid or unenforceable only in part or degree will
remain in full force and effect to the extent not held invalid or
unenforceable.

5.4	Governing Law.  This Note will be governed by
the laws of the State of New York without regard to conflicts of laws
principles.

5.5	Parties in Interest; Assignment.  This Note
shall bind the Company and its successors and assigns.  Subject to the
provisions of the legend on this Note, the Holder may assign this Note upon
providing Company notice of such assignment.




Section Headings, Construction.  The headings of
Sections in this Note are provided for convenience only and will not affect its
construction or interpretation.  All references to "Section" or
"Sections" refer to the corresponding Section or Sections of this Note
unless otherwise specified.



5.7  	Capitalized Terms.  All capitalized terms
used in this Note and not defined herein shall have the same meaning as in the
Loan Agreement.  
	5.8	Gender.  All words used in this Note will
be construed to be of such gender or number, as the circumstances require.
Unless otherwise expressly provided, the words "hereof" and
"hereunder" and similar references refer to this Note in its entirety
and not to any specific section or subsection hereof.

	5.9 	 JURY WAIVER.  THE UNDERSIGNED AND HOLDER
(BY ITS ACCEPTANCE HEREOF) HEREBY VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND
UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY
DISPUTE (WHETHER BASED UPON CONTRACT TORT OR OTHERWISE) BETWEEN OR AMONG THE
UNDERSIGNED AND HOLDER ARISING OUT OF OR IN ANY WAY RELATED TO THIS DOCUMENT,
ANY OTHER RELATED DOCUMENT, OR ANY RELATIONSHIP BETWEEN HOLDER AND THE
UNDERSIGNED.  THIS PROVISION IS A MATERIAL INDUCEMENT TO HOLDER TO PROVIDE THE
FINANCING DESCRIBED HEREIN OR IN THE OTHER LOAN DOCUMENTS.

5.10	Jurisdiction.  Company, by its execution
hereof (i) hereby irrevocably submits to the exclusive jurisdiction of the State
of New York and to the exclusive jurisdiction of the United States District
Court for the Southern District of New York for the purpose of any suit, action
or other proceeding arising out of or based upon this Note, the Loan Agreement
or any Loan Document or the subject matter hereof or thereof brought by Holder
or its successors or assigns, and (ii) agrees not to assert, by way of motion,
as a defense or otherwise, in any such proceeding, any claim that Company is not
subject personally to the jurisdiction of the above-named courts, that Company's
property is exempt or immune from attachment or execution, that any such
proceeding brought in one of the above-named courts is brought in an
inconvenient forum, that the venue of any such proceeding brought in one of the
above-named courts in improper, or that this Note, the Loan Agreement or any
Loan Document, or the subject matter hereof or thereof, may not be enforced in
or by such court.

CONFESSION OF JUDGMENT.  UPON AN EVENT OF DEFAULT,
COMPANY HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY-AT-LAW TO APPEAR
IN ANY COURT OF RECORD AND TO CONFESS JUDGMENT AGAINST COMPANY FOR THE UNPAID
AMOUNT OF THIS NOTE, PLUS ATTORNEYS' FEES AS PROVIDED IN THIS NOTE, PLUS COSTS
OF SUIT, AND TO RELEASE ALL ERRORS, AND WAIVE ALL RIGHTS OF APPEAL.   IF A COPY
OF THE NOTE, VERIFIED BY AN AFFIDAVIT, SHALL HAVE BEEN FILED IN THE PROCEEDING,
IT WILL NOT BE NECESSARY TO FILE THE ORIGINAL AS A WARRANT OF ATTORNEY.  COMPANY
WAIVES THE RIGHT TO ANY STAY OF EXECUTION AND THE BENEFIT OF ALL EXEMPTION LAWS
NOW OR HEREAFTER IN EFFECT. NO SINGLE EXERCISE OF THE FOREGOING WARRANT AND
POWER TO CONFESS JUDGMENT WILL BE DEEMED TO EXHAUST THE POWER, WHETHER OR NOT
ANY SUCH EXERCISE SHALL BE HELD BY ANY COURT TO BE INVALID, VOIDABLE, OR VOID;
BUT THE POWER WILL CONTINUE UNDIMINISHED AND MAY BE EXERCISED FROM TIME TO TIME
AS HOLDER MAY ELECT UNTIL ALL AMOUNTS OWING ON THIS NOTE HAVE BEEN PAID IN
FULL.

WARNING - BY SIGNING THIS PAPER YOU GIVE UP YOUR
RIGHT TO NOTICE AND COURT TRIAL.  IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY
BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN
BE USED TO COLLECT FROM REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE
CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY
WITH THE AGREEMENT, OR ANY OTHER CAUSE.


IN WITNESS WHEREOF, the Company has executed and
delivered this Note as of the date first stated above.

POPMAIL.COM, INC.


By:______________________________
Title:____________________________



Acknowledged and agreed to this 
21st day of December, 2000.


THE SHAAR FUND LTD.,



By:	Shaar Advisory Services, N.V.

 (the advisor to The Shaar Fund Ltd.)


By:  						


Name:   W. J. Langeveld

Title:      Managing Director





	EXHIBIT A



NOTICE OF CONVERSION
AT THE ELECTION OF THE HOLDER

(To Be Signed Only Upon Conversion of Note)


TO POPMAIL.COM, INC.

The undersigned, the holder of the foregoing Note, hereby
surrenders such Note for conversion into shares of Common Stock of POPMAIL.COM,
INC., to the extent of $_____ of the unpaid principal amount of such Note, and
requests that the certificates for such shares be issued  in  the  name  of,
and  delivered  to,  ______________  whose  address  is
________________________________.  


Dated: __________________________________



_________________________________














 (Signature must conform in all respects to 













name of holder as specified on the face of 
the Note)



_________________________________
(Address)


EX-10.62
34
exh1062.htm
EXHIBIT











Exhibit 10.62


AMENDMENT NO. 2 TO THE LOAN AGREEMENT AND NOTES


	This Amendment No. 2 to the Loan Agreement and Notes is entered into
on February 8, 2001 by and among GSI Ventures, LLC, an Ohio limited liability
company ("Lender") PopMail.com, inc., a Minnesota corporation (the
"Borrower"), SDK Investments, Inc., an Ohio corporation ("SDKI"),
PopMail Network, Inc., a Texas corporation ("PNI"), Fan Asylum, Inc., a
California corporation ("FAI"), Café Odyssey, LLC, a Minnesota
limited liability company ("COL") to amend (i) that certain Loan
Agreement dated December 1, 2000, as amended on December 8, 2000, by and between
the parties hereto, and (ii) the Notes (as defined below). 

	In consideration of the mutual covenants and agreements contained herein
and other good and valuable consideration, the receipt, sufficiency and adequacy
of which are hereby acknowledged, the parties hereby covenant and agree as
follows:



Amendment to Agreement. The parties do hereby agree to amend the
Agreement as follows:



New Section 2.4.  A new Section 2.4 is hereby added to the Agreement
immediately following Section 2.3 and reads as follows:








Particular Provisions in the Warrants.  The Lender Warrant issued
pursuant to this Agreement shall include a provision that, at the sole
discretion of the Lender, allows for the issuance of shares of Common Stock to
the members of the Lender upon exercise of the Lender Warrant. All Warrants
issued pursuant to this Agreement shall have a provision substantially similar
to the following:





Notwithstanding anything herein to the contrary, in no event shall the
holder be permitted to exercise this Warrant for shares of Common Stock to the
extent that (x) the number of shares of Common Stock beneficially owned by such
Holder (other than shares of Common Stock issuable upon exercise of this
Warrant) plus (y) the number of shares of Common Stock issuable upon exercise of
this Warrant, would be equal to or exceed 4.9% of the number of shares of Common
Stock then issued and outstanding, including shares issuable upon exercise of
this Warrant held by such holder after application of this Section ___.  As used
herein, beneficial ownership shall be determined in accordance with Section
13(d) of the Exchange Act.  To the extent that the limitation contained in this
Section ___ applies, the determination of whether this Warrant is exercisable
(in relation to other securities owned by the holder) and of which a portion of
this Warrant is exercisable shall be in the sole discretion of such holder, and
the submission of a Notice of Exercise shall be deemed to be such holder's
determination of whether this Warrant is exercisable (in relation to other
securities owned by such holder) and of which portion of this Warrant is
exercisable, in each case subject to such aggregate percentage limitation, and
the Company shall have no obligation to verify or confirm the accuracy of such
determination.  Nothing contained herein shall be deemed to restrict the right
of a holder to exercise this Warrant into shares of Common Stock at such time as
such exercise will not violate the provisions of this Section ___.  The
provisions of this Section ___ may be waived by the Holder of this Warrant upon,
at the election of the Holder, with 61 days' prior notice to the Company, and
the provisions of this Section ___ shall continue to apply until such
61st day (or such later date as may be specified in such notice of
waiver).  No exercise of this Warrant in violation of this Section ___ but
otherwise in accordance with this Warrant shall affect the status of the Common
Stock issued upon such exercise as validly issued, fully-paid and
nonassessable.






New Section 1.7.  A new Section 1.7 is added to the Agreement
immediately following Section 1.6,  and  reads as follows:





Limitations on Issuance of Common Stock.  The Notes issued pursuant to
this Agreement shall include a provision substantially similar to the
following:


Notwithstanding anything herein to the contrary, in no event shall the
Holder be permitted to receive Conversion Shares upon exercising its conversion
rights or Common Stock as payment for accrued interest on this Note
(collectively referred to as "Conversion Rights") to the extent that
(x) the number of shares of Common Stock beneficially owned by the Holder (other
than shares of Common Stock issuable upon exercise of Holder's Conversion
Rights) plus (y) the number of shares of Common Stock issuable upon exercise of
the Holder's Conversion Rights, would be equal to or exceed 4.9% of the number
of shares of Common Stock then issued and outstanding, including shares issuable
upon exercise of the Holder's Conversion Rights after application of this
Section ___.  As used herein, beneficial ownership shall be determined in
accordance with Section 13(d) of the Securities Exchange Act of 1934 (the
"Exchange Act").  To the extent that the limitation contained in this
Section ___ applies, the determination of whether Holder may exercise its
Conversion Rights (in relation to other securities owned by the Holder) and of
which a portion of the Conversion Rights are exercisable shall be in the sole
discretion of the Holder, and the submission of a Holder Conversion Notice (or
written notice in the case of payment of accrued interest in shares of Common
Stock) shall be deemed to be the Holder's determination of whether the
Conversion Rights are exercisable (in relation to other securities owned by the
Holder) and of which portion of the Conversion Rights are exercisable, in each
case subject to such aggregate percentage limitation, and the Company shall have
no obligation to verify or confirm the accuracy of such determination.  Nothing
contained herein shall be deemed to restrict the right of the Holder to exercise
its Conversion Rights at such time as such exercise will not violate the
provisions of this Section ___.  The provisions of this Section ___ may be
waived by the Holder upon, at the election of the Holder, 61 days' prior notice
to the Company, and the provisions of this Section ___ shall continue to apply
until such 61st day (or such later date as may be specified in such
notice of waiver).  No exercise of the Conversion Rights in violation of this
Section ___ but otherwise in accordance with this Note shall affect the status
of the Common Stock issued upon such exercise as validly issued, fully-paid and
nonassessable.


Amendment To Notes.  Those certain series of Convertible Promissory
Notes With Cognovit Provision issued by the Company pursuant to the Agreement
and dated December 1, 2000 in the amount of $400,000, December 8, 2000 in the
amount of $100,000, December 13, 2000 in the amount of $100,000 and December 15,
2000 in the amount of $100,000 (collectively the "Notes" or
individually as a "Note") are hereby amended as follows:





New Section 3.4.  A new Section 3.4 is added to the Notes immediately
following Section 3.3, which shall read as follows:

Limitations on Issuance of Common Stock.  Notwithstanding anything
herein to the contrary, in no event shall the Holder be permitted to receive
Conversion Shares upon exercising its conversion rights or Common Stock as
payment for accrued interest on this Note (collectively referred to as
"Conversion Rights") to the extent that (x) the number of shares of
Common Stock beneficially owned by the Holder (other than shares of Common Stock
issuable upon exercise of Holder's Conversion Rights) plus (y) the number of
shares of Common Stock issuable upon exercise of the Holder's Conversion Rights,
would be equal to or exceed 4.9% of the number of shares of Common Stock then
issued and outstanding, including shares issuable upon exercise of the Holder's
Conversion Rights after application of this Section 3.4.  As used herein,
beneficial ownership shall be determined in accordance with Section 13(d) of the
Securities Exchange Act of 1934 (the "Exchange Act").  To the extent
that the limitation contained in this Section 3.4 applies, the determination of
whether Holder may exercise its Conversion Rights (in relation to other
securities owned by the Holder) and of which a portion of the Conversion Rights
are exercisable shall be in the sole discretion of the Holder, and the
submission of a Holder Conversion Notice (or written notice in the case of
payment of accrued interest in shares of Common Stock) shall be deemed to be the
Holder's determination of whether the Conversion Rights are exercisable (in
relation to other securities owned by the Holder) and of which portion of the
Conversion Rights are exercisable, in each case subject to such aggregate
percentage limitation, and the Company shall have no obligation to verify or
confirm the accuracy of such determination.  Nothing contained herein shall be
deemed to restrict the right of the Holder to exercise its Conversion Rights at
such time as such exercise will not violate the provisions of this Section 3.4.
The provisions of this Section 3.4 may be waived by the Holder upon, at the
election of the Holder, 61 days' prior notice to the Company, and the provisions
of this Section 3.4 shall continue to apply until such 61st day (or
such later date as may be specified in such notice of waiver).  No exercise of
the Conversion Rights in violation of this Section 3.4 but otherwise in
accordance with this Note shall affect the status of the Common Stock issued
upon such exercise as validly issued, fully-paid and nonassessable.

Section 3.2(c).  Section 3.2(c) is hereby amended and superceded in
its entirety with the following:



(c)	Market Price.  The term "Market Price" shall mean
$.125.


Capitalized Terms.  All capitalized terms not otherwise defined
herein shall have the same meaning as in the Agreement or the Notes.

<SIGNATURE PAGE TO FOLLOW>

In Witness Whereof, the parties hereto have executed this Amendment No 2 to
the Loan Agreement and Notes as of the date first written above.

BORROWER:
POPMAIL.COM, INC., 

By:						

Its:___________________________

PMI:
POPMAIL NETWORK, INC.

By:						

Its:___________________________

LENDER:
GSI VENTURES, LLC,

By: SDK INVESTMENTS, INC., Manager
By:___________________________________
Stephen D. King
President

FAI:
FAN ASYLUM, INC.

By:						

Its:___________________________

SDKI:
SDK INVESTMENTS, INC., 

By:						

Stephen D. King
President

COL:
CAFE ODYSSEY, LLC

By:						

Its:___________________________






















EX-10.63
35
exh1063.htm
EXHIBIT











Exhibit 10.63


	STOCK PURCHASE AGREEMENT


	BETWEEN


	TIM McQUAID 


	AND


	PopMail.com, inc.



	February 14, 2001





	STOCK PURCHASE AGREEMENT

This Agreement entered into as of February 14, 2001, by and among
PopMail.com, inc., a Minnesota corporation ("Seller" and/or
"Shareholder"), and Tim McQuaid ("Buyer"). The Seller and
Buyer are referred to collectively herein as the "Parties," and
individually as a "Party."

The Seller owns all of the outstanding capital stock of Fan Asylum, Inc., a
California corporation (the "Target").

This Agreement contemplates a transaction in which the Buyer will purchase
from the Seller, and the Seller will sell to the Buyer, all of the outstanding
capital stock of the Target in return for cash and the other consideration set
forth herein.


1. Definitions.


"Adverse Consequences" means all actions, suits, proceedings,
hearings, investigations, charges, complaints, claims, demands, injunctions,
judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs,
reasonable amounts paid in settlement, liabilities, obligations, taxes, liens,
losses, expenses, and fees, including court costs and reasonable attorneys' fees
and expenses.

"Affiliate" has the meaning set forth in Rule 12b-2 of the regulations
promulgated under the Securities Exchange Act.

"Affiliated Group" means any affiliated group within the meaning of
Code  1504(a) or any similar group defined under a similar provision of state,
local or foreign law.

"Allocable Portion" means with respect to the share of any Seller in a
particular amount that fraction equal to the number of Target Shares the Seller
holds as set forth in  4(b) of the Disclosure Schedule over the total number of
outstanding Target Shares.

"Buyer" has the meaning set forth in the preface above.




"Cash" means cash and cash equivalents (including marketable
securities and short term investments) calculated in accordance with GAAP
applied on a basis consistent with the preparation of the Financial
Statements.

"Closing" has the meaning set forth in  2(f) below.

"Closing Date" has the meaning set forth in  2(f) below.

"COBRA" means the requirements of Part 6 of Subtitle B of Title I of
ERISA and Code  4980B.

"Code" means the Internal Revenue Code of 1986, as amended.

"Confidential Information" means any information concerning the
businesses and affairs of the Target that is not already generally available to
the public.

"Employee Benefit Plan" means any (a) nonqualified deferred
compensation or retirement plan or arrangement, (b) qualified defined
contribution retirement plan or arrangement which is an Employee Pension Benefit
Plan, (c) qualified defined benefit retirement plan or arrangement which is an
Employee Pension Benefit Plan (including any Multiemployer Plan), or (d)
Employee Welfare Benefit Plan or material fringe benefit or other retirement,
bonus, or incentive plan or program.

"Employee Pension Benefit Plan" has the meaning set forth in ERISA
 3(2).

"Employee Welfare Benefit Plan" has the meaning set forth in ERISA
 3(1).

"Environmental, Health, and Safety Requirements" shall mean all
federal, state, local and foreign statutes, regulations, and ordinances
concerning public health and safety, worker health and safety, and pollution or
protection of the environment, including without limitation all those relating
to the presence, use, production, generation, handling, transportation,
treatment, storage, disposal, distribution, labeling, testing, processing,
discharge, release, threatened release, control, or cleanup of any hazardous
materials, substances or wastes, as such requirements are enacted and in effect
on or prior to the Closing Date.

"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

"ERISA Affiliate" means each entity which is treated as a single
employer with Seller for purposes of Code  414.
"GAAP" means United States generally accepted accounting principles as
in effect from time to time.

"Income Tax" means any federal, state, local, or foreign income tax,
including any interest, penalty, or addition thereto, whether disputed or
not.

"Income Tax Return" means any return, declaration, report, claim for
refund, or information return or statement relating to Income Taxes, including
any schedule or attachment thereto.

"Knowledge" means actual knowledge without independent investigation.

"Multiemployer Plan" has the meaning set forth in ERISA  3(37).

"Ordinary Course of Business" means the ordinary course of business
consistent with part custom and practice (including with respect to quantity and
frequency).

"Party" has the meaning set forth in the preface above.

"PBGC" means the Pension Benefit Guaranty Corporation.

"Person" means an individual, a partnership, a corporation, an
association, a joint stock company, a trust, a joint venture, an unincorporated
organization, or a governmental entity (or any department, agency, or political
subdivision thereof).

"Purchase Price" has the meaning set forth in  2(b) below.

"Reportable Event" has the meaning set forth in ERISA  4043.

"Securities Act" means the Securities Act of 1933, as amended.

"Securities Exchange Act" means the Securities Exchange Act of 1934,
as amended.

"Security Interest" means any mortgage, pledge, lien, encumbrance,
charge, or other security interest, other than (a) mechanic's, materialmen's,
and similar liens, (b) liens for taxes not yet due and payable or for taxes that
the taxpayer is contesting in good faith through appropriate proceedings, (c)
purchase money liens and liens securing rental payments under capital lease
arrangements, and (d) other liens arising in the Ordinary Course of Business and
not incurred in connection with the borrowing of money.

"Seller" has the meaning set forth in the preface above.

"Subsidiary" means any corporation with respect to which a specified
Person (or a Subsidiary thereof) owns a majority of the common stock or has the
power to vote or direct the voting of sufficient securities to elect a majority
of the directors.

"Target" has the meaning set forth in the preface above.

"Target Share" means any share of the Common Stock of the Target.

"Third Party Claim" has the meaning set forth in  8(d) below.

2. Purchase and Sale of Target Shares.


(a) Basic Transaction. On and subject to the terms and conditions of
this Agreement, the Buyer agrees to purchase from the Seller, the Seller agrees
to sell to the Buyer, all of its Target Shares for the consideration specified
below in this  2.

(b) Purchase Price. The Buyer agrees to pay to the Seller at the
Closing the "Purchase Price" by delivery of (i) $100,000 in cash by wire
transfer or other delivery of immediately available funds (disbursement of which
is subject to post-closing covenants as described herein), (ii) the forfeiture
of all rights to receive additional PopMail stock, beyond the 87,673 shares
purchased on or about October 12, 2000 which are currently in escrow and to
which he is currently entitled and (iii) the release of all claims against
Seller, Seller's subsidiaries, past and present officers and directors of Seller
and Seller's subsidiaries, and agents, attorneys, consultants and employees of
Seller.  In addition, (A) McQuaid shall not be entitled to the 280,000 earn-out
shares or any shares which would otherwise be issued in connection with his
reset rights under the agreement by which PopMail.com, inc. bought the shares of
Fan Asylum and (B) PopMail.com, inc. shall have a 15% carried interest in
Target, such that if Target shall be sold before January 31, 2004, PopMail.com,
inc. shall receive 15% of the net sales proceeds arising from the sale of
Target.

(c)  Liabilities of Target.  Buyer takes the stock of Target subject
to all the liabilities of Target as they existed as of the Closing Date.

(d)	Releases.  On Closing, Buyer shall release
Seller of any and all claims it may have up through the date of Closing of this
Agreement.  Seller shall release Buyer, Buyer's subsidiaries, past and present
officers and directors of Buyer and Buyer's subsidiaries, and agents, attorneys,
consultants and employees of Buyer of any and all claims it may have against
Buyer up through the date of Closing of this Agreement, including any rights
under the Covenant not to Compete contained in the  June 14, 2000 Stock Purchase
Agreement and/or Employment Agreement and/or Non-Compete Agreement between Tim
McQuaid and Popmail.com and Fan Asylum, Inc. (together, the "2000 Stock
Purchase Agreement").

(e)  Popmail Shares.  The 87,673 shares of
PopMail.com, inc. referenced in 2(b) above shall be released from escrow to
Buyer upon the Closing, and shall be included in the next registration statement
which PopMail.com, inc. prepares and be `locked up' (no public sale allowed) for
90 days from the Closing Date.  Provided, however, that if said registration
statement is not accepted, PopMail.com, inc. agrees to include said share on
each subsequent registration statement which it files for any stock of the same
class. 

(f) The Closing. The closing of the transactions
contemplated by this Agreement (the "Closing") shall take place at the
offices of McQuaid, Metzler, Bedford & Van Zandt, commencing at 5:00 p.m.
local time on or before February 15, 2001 or such other date as the Buyer and
Seller may mutually determine (the "Closing Date).

(g) Deliveries at the Closing. At the Closing, (i) the
Seller will deliver to the Buyer the various certificates, instruments, and
documents referred to in  7(a) below, (ii) the Buyer will deliver to the Seller
the various certificates, instruments, and documents referred to in  7(b) below,
(iii) the Seller will deliver to the Buyer stock certificates representing all
of his or its Target Shares, endorsed in blank or accompanied by duly executed
assignment documents, and will deliver all of Target's corporate and financial
records, and the releases of liens described in   3(a)(v) below, iv) the Buyer
will deliver to Seller the cash consideration specified in  2(b) above, and (v)
the Seller will deliver to the Buyer the shares of PopMail.com, inc. described
in  2(e) above. 

3. Representations and Warranties Concerning the
Transaction.


(a) Representations and Warranties of the Seller.
Seller represents and warrants to the Buyer that the statements contained in
this  3(a) are correct and complete as of the date of this Agreement and will be
correct and complete as of the Closing Date (as though made then and as though
the Closing Date were substituted for the date of this Agreement throughout this
 3(a)) with respect to himself or itself, except as set forth herein.

(i) Organization of Seller. Seller is a corporation
duly organized, validly existing, and in good standing under the laws of the
jurisdiction of its incorporation.

(ii) Authorization of Transaction. The Seller has full
power and authority (including, if the Seller is a corporation, full corporate
power and authority) to execute and deliver this Agreement and to perform his or
its obligations hereunder. This Agreement constitutes the valid and legally
binding obligation of the Seller, enforceable in accordance with its terms and
conditions. The Seller need not give any notice to, make any filing with, or
obtain any authorization, consent, or approval of any government or governmental
agency in order to consummate the transactions contemplated by this
Agreement.

(iii) Noncontravention. Other than the liens
specifically identified in  3(a)(v) below, neither the execution and the
delivery of this Agreement, nor the consummation of the transactions
contemplated hereby, will (A) violate any constitution, statute, regulation,
rule, injunction, judgment, order, decree, ruling, charge, or other restriction
of any government, governmental agency, or court to which the Seller is subject
or, if the Seller is a corporation, any provision of its charter or bylaws or
(B) conflict with, result in a breach of, constitute a default under, result in
the acceleration of, create in any party the right to accelerate, terminate,
modify, or cancel, or require any notice under any agreement, contract, lease,
license, instrument, or other arrangement to which the Seller is a party or by
which it is bound or to which any of its assets is subject.

(iv) Brokers' Fees. The Seller has no liability or
obligation to pay any fees or commissions to any broker, finder, or agent with
respect to the transactions contemplated by this Agreement for which the Buyer
could become liable or obligated.

(v) Target Shares. The Seller holds of record and owns
beneficially 1,000 Target Shares, free and clear of any restrictions on transfer
(other than restrictions under the Securities Act and state securities laws),
taxes, Security Interests, options, warrants, purchase rights, contracts,
commitments, equities, claims, and demands.  The Seller is not a party to any
option, warrant, purchase right, or other contract or commitment that could
require the Seller to sell, transfer, or otherwise dispose of any capital stock
of the Target (other than this Agreement). The Seller is not a party to any
voting trust, proxy, or other agreement or understanding with respect to the
voting of any capital stock of the Target.  In addition to, and not by way of
limitation of the foregoing, Seller specifically warrants that it will deliver
the Target Shares free and clear of any liens held or purported to be held by
the Shaar Fund Ltd., SDK Investments, GSI Ventures, LLC, or Stephen King or any
Affiliate of any of them.

(b) Representations and Warranties of the Buyer. Buyer
represents and warrants to the Seller that the statements contained in this
 3(b) are correct and complete as of the date of this Agreement and will be
correct and complete as of the Closing Date (as though made then and as though
the Closing Date were substituted for the date of this Agreement throughout this
 3(b)), except as set forth herein.


(i) Authorization of Transaction. The Buyer has full
power and to execute and deliver this Agreement and to perform his obligations
hereunder. This Agreement constitutes the valid and legally binding obligation
of the Buyer, enforceable in accordance with its terms and conditions. The Buyer
need not give any notice to, make any filing with, or obtain any authorization,
consent, or approval of any government or governmental agency in order to
consummate the transactions contemplated by this Agreement.

(ii) Noncontravention, Neither the execution and the
delivery of this Agreement, nor the consummation of the transactions
contemplated hereby, will (A) violate any constitution, statute, regulation,
rule, injunction, judgment, order, decree, ruling, charge, or other restriction
of any government, governmental agency, or court to which the Buyer is subject
or any provision of its charter or bylaws or (B) conflict with, result in a
breach of, constitute a default under, result in the acceleration of, create in
any party the right to accelerate, terminate, modify, or cancel, or require any
notice under any agreement, contract, lease, license, instrument, or other
arrangement to which the Buyer is a party or by which it is bound or to which
any of its assets is subject.

(iii) Brokers' Fees. Buyer has no liability or
obligation to pay any fees or commissions to any broker, finder, or agent with
respect to the transactions contemplated by this Agreement for which any Seller
could become liable or obligated.

(iv) Investment. The Buyer is not acquiring the Target
Shares with a view to or for sale in connection with any distribution thereof
within the meaning of the Securities Act.

4. Representations and Warranties Concerning the
Target. Subject to the representations and warranties given by the Selling
Shareholders in Article IV of the 2000 Stock Purchase Agreement being correct in
all material respects, Seller makes the following Representations and
Warranties:

(a) Organization, Qualification, and Corporate Power.
Target is a corporation duly organized, validly existing, and in good standing
under the laws of the jurisdiction of its incorporation. 

(b) Capitalization. The entire authorized capital
stock of the Target consists of ten million (10,000,000) Target Shares, of which
one thousand (1,000) Target Shares are issued and outstanding. All of the issued
and outstanding Target Shares have been duly authorized, are validly issued,
fully paid, and nonassessable, and are held of record by. There are no
outstanding or authorized options, warrants, purchase rights, subscription
rights, conversion rights, exchange rights, or other contracts or commitments
that could require the Target to issue, sell, or otherwise cause to become
outstanding any of its capital stock. There are no outstanding or authorized
stock appreciation, phantom stock, profit participation, or similar rights with
respect to the Target.

(c) Title to Tangible Assets. The Target has good and
marketable title to, or a valid leasehold interest in, the material tangible
assets it uses regularly in the conduct of its business.

(d) Tax Matters.  Seller will be responsible for all
state and federal Income Tax Returns that Target is or was required to file
while the Seller owned Target through the Closing Date, and has or will pay all
Income Taxes owing, except where the failure to file Income Tax Returns or to
pay Income Taxes would not have a material adverse effect on the financial
condition of the Target taken as a whole.  Seller covenants that it will not
report in any Income Tax Return or related filing any allocation to Target of
items of income or expenses that is not reflected on the books as maintained by
Target for the time that Seller has been the owner of Target's shares, except to
the extent that such allocation is required by the Code or regulations
thereunder. 

(e) Real Property.  Target owns no real estate, and
leases its current office property from Buyer.

(f) Intellectual Property.  Seller has not transferred
any of the intellectual property held by Target when it was acquired by Seller
to any party.  Any Intellectual Property held by Seller as of the date of
acquisition of Target by Seller, unless it has expired, lapsed or otherwise been
terminated through no fault of Seller, remains the property of Target.  
(g) Contracts. Seller has not caused Target to enter
into any contract not signed by Tim McQuaid.

(h) Litigation. To the Knowledge of Seller, other than
the case of Law and Cerreta v. McQuaid and Fan Asylum, Inc. (Civ. Case No.
314245, San Francisco Superior Court) there is no instance in which the Target
(i) is subject to any outstanding injunction, judgment, order, decree, ruling,
or charge or (ii) is a party to any action, suit, proceeding, hearing, or
investigation of, in, or before any court or quasi-judicial or administrative
agency of any federal, state, local, or foreign jurisdiction, except where the
injunction, judgment, order, decree, ruling, action, suit, proceeding, hearing,
or investigation would not have a material adverse effect on the financial
condition of the Target taken as a whole.

(i) Disclaimer of other Representations and
Warranties. Except as expressly set forth in Sections 2(e), 3 and this
Section 4, the Seller make no representation or warranty, express or implied, at
law or in equity, in respect of the Target, its Subsidiaries, or any of their
respective assets, liabilities or operations, including, without limitation,
with respect to merchantability or fitness for any particular purpose, and any
such other representations or warranties are hereby expressly disclaimed. Buyer
hereby acknowledges and agrees that, except to the extent specifically set forth
in Section 3 and this Section 4, the Buyer is purchasing the Target shares on an
"as-is, where-is" basis.

5. Pre-Closing Covenants. The Parties agree as follows
with respect to the period between the execution of this Agreement and the
Closing.

(a) General. Each of the Parties will use his or its
reasonable best efforts to take all action and to do all things necessary in
order to consummate and make effective the transactions contemplated by this
Agreement (including satisfaction, but not waiver, of the closing conditions set
forth in  7 below).

(b) Exclusivity. Seller will not (and the Seller will
not cause or permit Target to) solicit, initiate, or encourage the submission of
any proposal or offer from any Person relating to the acquisition of all or
substantially all of the capital stock or assets of Target (including any
acquisition structured as a merger, consolidation, or share exchange);
provided, however, that the Seller, the Target, and their directors and
officers will remain free to participate in any discussions or negotiations
regarding, furnish any information with respect to, assist or participate in, or
facilitate in any other manner any effort or attempt by any Person to do or seek
any of the foregoing to the extent their fiduciary duties may require.

6. Post-Closing Covenants. The Parties agree as
follows with respect to the period following the Closing.

(a) General. In case at any time after the Closing any
further action is necessary to carry out the purposes of this Agreement, each of
the Parties will take such further action (including the execution and delivery
of such further instruments and documents) as any other Party reasonably may
request, all at the sole cost and expense of the requesting Party (unless the
requesting Party is entitled to indemnification therefor under  8 below).

(b) Litigation Support. In the event and for so long
as any Party actively is contesting or defending against any action, suit,
proceeding, hearing, investigation, charge, complaint, claim, or demand in
connection with (i) any transaction contemplated under this Agreement or (ii)
any fact, situation, circumstance, status, condition, activity, practice, plan,
occurrence, event, incident, action, failure to act, or transaction on or prior
to the Closing Date involving Target, each of the other Parties shall cooperate
with him or it and his or its counsel in the defense or contest, make available
their personnel, and provide such testimony and access to their books and
records as shall be necessary in connection with the defense or contest, all at
the sole cost and expense of the contesting or defending Party (unless the
contesting or defending Party is entitled to indemnification therefor under  8
below).

(c) Funding.  (i) Any capital (or funding of any kind)
advanced to Target by Seller on or after January 31, 2001 and through the date
of Close shall be reimbursed to Seller at Closing. (ii) Buyer commits to
providing a minimum of $200,000 in funding to Target within 90 days of
Closing.

	(d) Disbursements from Escrows. So long as all other
conditions of this Agreement are satisfied, Buyer and Seller covenant to execute
escrow instructions at Closing which pertain to the escrow held by the law firm
of Maslon Edelman Borman & Brand, LLP (the "Escrow Agent")
instructing the Escrow Agent to disburse $50,000 of $100,000 in its possession
to Seller and to hold the remaining $50,000 in accordance with this Section
6(d). Buyer shall thereafter cause Target to endeavor to secure a suitable fan
club contract with Aerosmith. Seller shall file a registration statement which
includes Buyer's 87,673 shares of PopMail.com, inc. described in sections 2(b)
and 2(e) above. If and only if a contract with Aerosmith is secured, and said
registration statement is filed, both to be consummated no later than 60 days
following the Closing, then Buyer and Seller covenant to execute further escrow
instructions  to the Escrow Agent instructing it to disburse the remaining
$50,000 of $100,000 in its possession to Seller. If either condition is not
satisfied within 60 days following the Closing, then the Escrow Agent shall
return the remaining $50,000 in funds in its possession to Buyer, and Buyer
shall have no further obligation 
to Seller.


7. Conditions to Obligation to Close.


(a) Conditions to Obligation of the Buyer. The
obligation of the Buyer to consummate the transactions to be performed by it in
connection with the Closing is subject to satisfaction of the following
conditions:

(i) the representations and warranties set forth in  3(a) and
 4 above shall be true and correct in all material respects at and as of the
Closing Date;

(ii) the Seller shall have performed and complied with all of
its covenants hereunder in all material respects through the Closing;

(iii) there shall not be any injunction, judgment, order,
decree, ruling, or charge in effect preventing consummation of any of the
transactions contemplated by this Agreement;

(iv) the Seller shall have delivered to the Buyer a
certificate to the effect that each of the conditions specified above in
 7(a)(i)-(iii) is satisfied in all respects; 

(v) all actions to be taken by the Seller in connection with
consummation of the transactions contemplated hereby and all certificates,
opinions, instruments, and other documents required to effect the transactions
contemplated hereby will be satisfactory in form and substance to the Buyer.

The Buyer may waive any condition specified in this  7(a) if
it executes a writing so stating at or prior to the Closing.

(b) Conditions to Obligation of the Seller. The
obligation of the Seller to consummate the transactions to be performed by them
in connection with the Closing is subject to satisfaction of the following
conditions:

(i) the representations and warranties set forth in  3(b)
above shall be true and correct in all material respects at and as of the
Closing Date;

(ii) the Buyer shall have performed and complied with all of
its covenants hereunder in all material respects through the Closing;

(iii) there shall not be any injunction, judgment, order,
decree, ruling, or charge in effect preventing consummation of any of the
transactions contemplated by this Agreement;

(iv) the Buyer shall have delivered to the Seller a
certificate to the effect that each of the conditions specified above in
 7(b)(i)-(iii) is satisfied in all respects;

(v) Seller's Board of Directors shall have approved and
Seller's secured lenders shall have approved and released all liens on Target
Stock and Target assets;

(vi) all actions to be taken by the Buyer in connection with
consummation of the transactions contemplated hereby and all certificates,
opinions, instruments, and other documents required to effect the transactions
contemplated hereby will be [reasonably] satisfactory in form and substance to
the Requisite Seller.

Seller may waive any condition specified in this  7(b) if it
executes a writing so stating at or prior to the Closing.
8. Survival of Representations and Warranties.


Other than as set forth in  4(d) and in  4(f) above, none of
the representations and warranties of the Seller contained in  4 above shall
survive the Closing hereunder. All of the representations and warranties of the
Parties contained in  3 above shall survive the Closing (unless the damaged
Party knew or had reason to know of any misrepresentation or breach of warranty
at the time of Closing) and continue in full force and effect forever thereafter
(subject to any applicable statutes of limitations).

9. Termination.


(a) Termination of Agreement. Certain of the Parties
may terminate this Agreement as provided below:

(i) Buyer and Seller may terminate this Agreement by mutual
written consent at any time prior to the Closing;

(ii) the Buyer may terminate this Agreement by giving written
notice to Seller at any time prior to the Closing in the event (A) Seller has
given the Buyer any notice pursuant to this Agreement above and (B) the
development that is the subject of the notice has had a material adverse effect
upon the financial condition of the Target taken as a whole;

(iii) the Buyer may terminate this Agreement by giving
written notice to Seller at any time prior to the Closing (A) in the event
Seller has breached any material representation, warranty, or covenant contained
in this Agreement (other than the representations and warranties in  4 above) in
any material respect, the Buyer has notified Seller of the breach, and the
breach has continued without cure for a period of 15 days after the notice of
breach or (B) if the Closing shall not have occurred on or before February 15,
2001, (unless the failure results primarily from the Buyer itself breaching any
representation, warranty, or covenant contained in this Agreement); and

(iv) Seller may terminate this Agreement by giving written
notice to the Buyer at any time prior to the Closing (A) in the event the Buyer
has breached any material representation, warranty, or covenant contained in
this Agreement in any material respect, any of the Seller has notified the Buyer
of the breach, and the breach has continued without cure for a period of 15 days
after the notice of breach or (B) if the Closing shall not have occurred on or
before February 15, 2001, (unless the failure results primarily from Seller
breaching any representation, warranty, or covenant contained in this
Agreement).

(b) Effect of Termination. If any Party terminates
this Agreement pursuant to  9(a) above, all rights and obligations of the
Parties hereunder shall terminate without any liability of any Party to any
other Party (except for any liability of any Party then in breach); provided,
however, that the confidentiality provisions contained herein shall survive
termination.

10. Miscellaneous.


(a) Press Releases and Public Announcements. No Party
shall issue any press release or make any public announcement relating to the
subject matter of this Agreement without the prior written approval of the Buyer
and Seller; provided, however, that any Party may make any public
disclosure it believes in good faith is required by applicable law or any
listing or trading agreement concerning its publicly-traded securities (in which
case the disclosing Party will use its best efforts to advise the other Parties
prior to making the disclosure).

(b) No Third-Party Beneficiaries. This Agreement shall
not confer any rights or remedies upon any Person other than the Parties and
their respective successors and permitted assigns.

(c) Entire Agreement. This Agreement (including the
documents referred to herein) constitutes the entire agreement among the Parties
and supersedes any prior understandings, agreements, or representations by or
among the Parties, written or oral, to the extent they have related in any way
to the subject matter hereof.

(d) Succession and Assignment. This Agreement shall be
binding upon and inure to the benefit of the Parties named herein and their
respective successors and permitted assigns. No Party may assign either this
Agreement or any of his or its rights, interests, or obligations hereunder
without the prior written approval of the Buyer and Seller; provided,
however, that the Buyer may (i) assign any or all of its rights and
interests hereunder to one or more of its Affiliates and (ii) designate one or
more of its Affiliates to perform its obligations hereunder (in any or all of
which cases the Buyer nonetheless shall remain responsible for the performance
of all of its obligations hereunder).

(e) Counterparts. This Agreement may be executed in
one or more counterparts, each of which shall be deemed an original but all of
which together will constitute one and the same instrument.

(f) Headings. The section headings contained in this
Agreement are inserted for convenience only and shall not affect in any way the
meaning or interpretation of this Agreement.

(g) Notices. All notices, requests, demands, claims,
and other communications hereunder will be in writing. Any notice, request,
demand, claim, or other communication hereunder shall be deemed duly given if
(and then two business days after) it is sent by registered or certified mail,
return receipt requested, postage prepaid, and addressed to the intended
recipient as set forth below:

If to the Seller:		Copy to:


	PopMail.com, inc.		Maslon, Edelman, Borman &
Brand
	Attn:  Stephen Spohn	Attn:  William Mower
	1333 Corporate Drive	3300 Norwest Center
	Suite 350				Minneapolis, Minnesota 55402
	Irving, Texas 75038


If to the Buyer:
Fan Asylum, Inc.
Attn: Tim McQuaid
1250 Folsom Street
San Francisco, CA 94103

Copy to:
	McQuaid, Metzler, Bedford & Van Zandt, LLP
	Attn: J. Dennis McQuaid, Esq.
	221 Main Street, 16th Floor
	San Francisco, CA 94105

Any Party may send any notice, request, demand, claim, or
other communication hereunder to the intended recipient at the address set forth
above using any other means (including personal delivery, expedited courier,
messenger service, telecopy, telex, ordinary mail, or electronic mail), but no
such notice, request, demand, claim, or other communication shall be deemed to
have been duly given unless and until it actually is received by the intended
recipient. Any Party may change the address to which notices, requests, demands,
claims, and other communications hereunder are to be delivered by giving the
other Parties notice in the manner herein set forth.

(h) Governing Law. This Agreement shall be governed by and
construed in accordance with the domestic laws of the State of California
without giving effect to any choice or conflict of law provision or rule
(whether of the State of California or any other jurisdiction) that would cause
the application of the laws of any jurisdiction other than the State of
California.


(i) Amendments and Waivers. No amendment of any
provision of this Agreement shall be valid unless the same shall be in writing
and signed by the Buyer and Seller. No waiver by any Party of any default,
misrepresentation, or breach of warranty or covenant hereunder, whether
intentional or not, shall be deemed to extend to any prior or subsequent
default, misrepresentation, or breach of warranty or covenant hereunder or
affect in any way any rights arising by virtue of any prior or subsequent such
occurrence.

(j) Severability. Any term or provision of this
Agreement that is invalid or unenforceable in any situation in any jurisdiction
shall not affect the validity or enforceability of the remaining terms and
provisions hereof or the validity or enforceability of the offending term or
provision in any other situation or in any other jurisdiction.

(k) Expenses. Each of the Buyer, the Target, and the
Seller will bear its own costs and expenses (including legal fees and expenses)
incurred in connection with this Agreement and the transactions contemplated
hereby. 

(l) Construction. The Parties have participated
jointly in the negotiation and drafting of this Agreement. In the event an
ambiguity or question of intent or interpretation arises, this Agreement shall
be construed as if drafted jointly by the Parties and no presumption or burden
of proof shall arise favoring or disfavoring any Party by virtue of the
authorship of any of the provisions of this Agreement.  Any reference to any
federal, state, local, or foreign statute or law shall be deemed also to refer
to all rules and regulations promulgated thereunder, unless the context requires
otherwise. The word "including" shall mean including without limitation.

(m) Incorporation of Exhibits, Annexes, and Schedules.
The Exhibits, Annexes, and Schedules identified in this Agreement are
incorporated herein by reference and made a part hereof.

IN WITNESS WHEREOF, the Parties hereto have executed this
Agreement as of the date first above written.


PopMail.com, inc. 		PopMail.com, inc.		
Stephen J. Spohn, Secretary		Stephen J. Spohn, C.F.O.




By: ________________________		By: _______________________




TIM McQUAID




By: __________________________	



















EX-10.64
36
exh1064.htm
EXHIBIT











Exhibit 10.64

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE
SECURITIES LAWS OF CERTAIN STATES.  THESE SECURITIES ARE SUBJECT TO RESTRICTIONS
ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM.  HOLDERS SHOULD BE AWARE THAT THEY MAY BE
REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD
OF TIME.  THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN
FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED
TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE
SECURITIES LAWS.
PROMISSORY NOTE
$100,000.00		March 2, 2001
Minneapolis, MN
Subject to the terms and conditions of this Note, for good and valuable
consideration received in the form of fifty thousand dollars ($50,000) on March
2, 2001 and fifty thousand dollars ($50,000) on February 1, 2001, PopMail.com,
Inc., a Minnesota corporation (the "Company"), promises to pay to the
order of The Shaar Fund Ltd. (the "Holder"), the principal amount of
one hundred thousand dollars ($100,000.00), plus simple interest accrued on
unpaid principal from the date of this Note until paid at the rate of twelve
percent (12%) per annum, payable on demand.
The following is a statement of the rights of the Holder and the terms and
conditions to which this Note is subject, and to which the Holder hereof, by the
acceptance of this Note, agrees.  Neither Holder, its principals or affiliates
have any other obligations, liabilities or responsibilities to the Company
except as expressly set forth in this Note or as may otherwise be agreed to in
writing by the parties.
Payment.  The principal and accrued interest under this Note will be
paid to the Holder within five (5) days of demand by the Holder (the
"Maturity Date").  All payments of principal and/or interest under
this Note will be made by mail to the address of record of the Holder.

Events of Default.  If the Company defaults in the payment of any part
of the principal or interest of this Note when due and payable, and if such
default is not cured by the Company within five (5) business days after the
Holder has given the Company written notice of such default, then the Holder may
declare the entire unpaid principal and accrued interest on this Note
immediately due and payable, by notice in writing to the Company, without any
other presentment, demand, protest or other notice of any kind or character, all
of which are hereby expressly waived, anything herein to the contrary
notwithstanding.  
Assignment.  The rights and obligations of the Company and the Holder
will be binding upon and inure to the benefit of the successors, assigns, heirs,
administrators and transferees of the parties.  The Company may not assign this
Note without the express written consent of Holder. 
Waiver and Amendment.  Any provision of this Note may be amended,
waived or modified upon the written consent of the Company and the Holder.
Notices.  Any notice, request or other communication required or
permitted hereunder will be in writing and shall be deemed to have been duly
given if delivered (i) personally or telephonically (including by
facsimile), (ii) by email (if receipt thereof is confirmed by a separate message
delivered by the recipient to the sender), (iii) by courier, or (iv) mailed
by registered or certified mail, postage prepaid, at the respective addresses of
the parties as set forth herein.  Notice to the Holder shall be provided to: The
Shaar Fund Ltd., c/o Levinson Capital Management, Attention: Samuel Levinson, 2
World Trade Center, Suite 1820, New York, NY 10048.  Any party hereto may by
notice so given change its address for future notice under this Note.  Notice
will conclusively be deemed to have been given when personally delivered or when
deposited in the mail or delivered to a courier, or when sent by email following
confirmation in the manner set forth above and will be deemed to have been
received when delivered.  
Governing Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of Minnesota, excluding that body of law
relating to conflict of laws.
Headings.  All headings used herein are used for convenience only and
will not be used to construe or interpret this Note.  
IN WITNESS WHEREOF, the parties have caused this Note to be issued on March
2, 2001.
"COMPANY":
PopMail.com, Inc.


By: 		Stephen J. Spohn
Title: 		CFO
Address: 	PopMail.com, Inc.
		1333 Corporate Drive, Suite 350
		Irving, TX 75038


















EX-10.65
37
exh1065.htm
EXHIBIT













Exhibit 10.65


THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE
SECURITIES LAWS OF CERTAIN STATES.  THESE SECURITIES ARE SUBJECT TO RESTRICTIONS
ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM.  HOLDERS SHOULD BE AWARE THAT THEY MAY BE
REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD
OF TIME.  THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN
FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED
TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE
SECURITIES LAWS.
PROMISSORY NOTE
$80,000.00		March 13, 2001
Minneapolis, MN
Subject to the terms and conditions of this Note, for good and valuable
consideration received in the form of fifty thousand dollars ($50,000) on March
13, 2001 and thirty thousand dollars ($30,000) on March 16, 2001, PopMail.com,
Inc., a Minnesota corporation (the "Company"), promises to pay to the
order of The Shaar Fund Ltd. (the "Holder"), the principal amount of
eighty thousand dollars ($80,000.00), plus simple interest accrued on unpaid
principal from the date of this Note until paid at the rate of twelve
percent (12%) per annum, payable on demand.
The following is a statement of the rights of the Holder and the terms and
conditions to which this Note is subject, and to which the Holder hereof, by the
acceptance of this Note, agrees.  Neither Holder, its principals or affiliates
have any other obligations, liabilities or responsibilities to the Company
except as expressly set forth in this Note or as may otherwise be agreed to in
writing by the parties.
Payment.  The principal and accrued interest under this Note will be
paid to the Holder within five (5) days of demand by the Holder (the
"Maturity Date").  All payments of principal and/or interest under
this Note will be made by mail to the address of record of the Holder.

Events of Default.  If the Company defaults in the payment of any part
of the principal or interest of this Note when due and payable, and if such
default is not cured by the Company within five (5) business days after the
Holder has given the Company written notice of such default, then the Holder may
declare the entire unpaid principal and accrued interest on this Note
immediately due and payable, by notice in writing to the Company, without any
other presentment, demand, protest or other notice of any kind or character, all
of which are hereby expressly waived, anything herein to the contrary
notwithstanding.  
Assignment.  The rights and obligations of the Company and the Holder
will be binding upon and inure to the benefit of the successors, assigns, heirs,
administrators and transferees of the parties.  The Company may not assign this
Note without the express written consent of Holder.
Waiver and Amendment.  Any provision of this Note may be amended,
waived or modified upon the written consent of the Company and the Holder.
Notices.  Any notice, request or other communication required or
permitted hereunder will be in writing and shall be deemed to have been duly
given if delivered (i) personally or telephonically (including by
facsimile), (ii) by email (if receipt thereof is confirmed by a separate message
delivered by the recipient to the sender), (iii) by courier, or (iv) mailed
by registered or certified mail, postage prepaid, at the respective addresses of
the parties as set forth herein.  Notice to the Holder shall be provided to: The
Shaar Fund Ltd., c/o Levinson Capital Management, Attention: Samuel Levinson, 2
World Trade Center, Suite 1820, New York, NY 10048.  Any party hereto may by
notice so given change its address for future notice under this Note.  Notice
will conclusively be deemed to have been given when personally delivered or when
deposited in the mail or delivered to a courier, or when sent by email following
confirmation in the manner set forth above and will be deemed to have been
received when delivered.
Governing Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of Minnesota, excluding that body of law
relating to conflict of laws.
Headings.  All headings used herein are used for convenience only and
will not be used to construe or interpret this Note.  
IN WITNESS WHEREOF, the parties have caused this Note to be issued on March
13, 2001.
"COMPANY":
PopMail.com, Inc.


By: 		Stephen J. Spohn
Title: 		CFO
Address:	PopMail.com, Inc.
		1333 Corporate Drive, Suite 350
		Irving, TX 75038



















EX-10.66
38
exh1066.htm
EXHIBIT











Exhibit 10.66
INTERCREDITOR AND
SUBORDINATION AGREEMENT
	THIS INTERCREDITOR AND SUBORDINATION AGREEMENT (the
"Intercreditor Agreement") is made as of this ___ day of __________, 2001, by
and between GSI VENTURES, LLC, an Ohio limited liability company ("GSI"),
THE SHAAR FUND LTD. ("Shaar"), GREAT WESTERN BUSINESS SERVICES,
INC. ("GWBS"), a Texas corporation and FAIRVIEW PARTNERS, an Ohio
general partnership ("Fairview")(each individually a "Lender" and collectively
the "Lenders").


RECITALS:

	WHEREAS, Popmail.com, Inc., a Minnesota corporation (the
"Borrower"), is engaged in the business of (i) internet commerce and (ii) the
ownership and operation of two Café Odyssey restaurants located at 320
South Avenue, Mall of America, Bloomington, Minnesota 55425 (the "MOA
Restaurant") and at 500 16th Street, Suite 350, Denver, Colorado 80202 (the
"Denver Restaurant") (collectively, the MOA Restaurant and the Denver Restaurant
are referred to herein as the "Restaurant Operations"), which the MOA Restaurant
has been or will be purchased by SDK AD, LLC, an Ohio limited liability company,
and which the Denver Restaurant has been or will be purchased by SD KINGDM, LLC,
an Ohio limited liability company;

	WHEREAS, the Borrower and GSI are parties to that certain
Loan Agreement dated December 1, 2000, as amended pursuant to the Amendment No.
1 to the Loan Agreement dated December 8, 2000, Amendment No. 2 to the Loan
Agreement and Notes dated February 8, 2001 and other related agreements, all as
may be amended further from time to time (collectively, the "GSI Loan
Documents"), pursuant to which GSI has issued or will issue loans to Borrower in
the aggregate original principal amount of up to Four Million Dollars
($4,000,000) (the "GSI Debt").  Pursuant to the GSI Loan Documents, Borrower has
granted GSI a security interest in all of Borrower's assets related to the
Restaurant Operations (the "Collateral") and a security interest in all other
assets of the Borrower excluding the Restaurant Operations (the "Other
Collateral");

	WHEREAS, Borrower and GWBS have agreed to enter into a
certain Promissory Note to be dated  on or about February __, 2001 (the
"GWBS/Popmail Note"), GWBS and SDK AD, LLC have agreed to enter into a certain
Promissory Note to be dated of even date with the GWBS/Popmail Note, and GWBS
and SDKINGDM, LLC have agreed to enter into a certain Promissory Note to be
dated of even date with the GWBS/Popmail Note, and other related documents
thereto, all as may be amended further from time to time (collectively, the
"GWBS Loan Documents") pursuant to which Borrower, SDK AD, LLC and SDKINGDM, LLC
will be obligated to pay GWBS an aggregate principal amount for all three notes
of Eight Hundred Seventeen Thousand Dollars ($817,000.00) (the "GWBS Debt").
Pursuant to the GWBS Loan Documents, Borrower, SDK AD, LLC and SDKINGDM, LLC
have granted or will grant GWBS a security interest in the Collateral;

	WHEREAS, Borrower and Shaar are parties to that certain
Loan Agreement dated December 20, 2000 and other related agreements, all as may
be amended further from time to time (collectively, the "Shaar Loan Documents")
pursuant to which Shaar has issued a loan to Borrower in the original principal
amount of Two Hundred Thousand Dollars ($200,000) (the "Shaar Debt").  Pursuant
to the Shaar Loan Agreement, Borrower has granted Shaar a security interest in
the Collateral and the Other Collateral;

	WHEREAS, Borrower and Fairview are parties to that
certain Loan Agreement dated August 24, 1999, as amended pursuant to the
Amendment To Loan Documents and Agreement dated October 30, 2000 and other
related agreements (including the Assignment, Assumption and Modification
Agreement entered into or to be entered into between Fairview  SDK AD, LLC
("SDKAD"), SDKINGDM, LLC ("SDKINGDM") and Popmail.com, inc. concerning the
Fairview Debt (the "Fairview Agreement")), all as may be amended further from
time to time (collectively the "Fairview Loan Documents") pursuant to which
Fairview has issued a loan to Borrower in the original principal amount of Two
Million Dollars ($2,000,000) with a current outstanding principal balance of One
Million Five-Hundred Thousand Dollars ($1,500,000) (the "Fairview Debt").
Pursuant to the Fairview Loan Documents, Borrower has granted Fairview a
security interest in the Collateral (the GSI Loan Documents, GWBS Loan
Documents, Shaar Loan Documents and Fairview Loan Documents are sometimes
collectively referred to herein as the "Loan Documents") (the GSI Debt, GWBS
Debt and the Shaar Debt are sometimes collectively referred to as the
"Subordinate Debt" and GSI, GWBS and Shaar are sometimes collectively referred
to as "Subordinate Lenders" or individually as a "Subordinate Lender"); and

	WHEREAS, GSI, GWBS, Shaar and Fairview, each as a
creditor of Borrower, desire to enter into this Intercreditor Agreement for
purposes of setting forth the relative rights and interests of each party in and
to the collateral pledged by Borrower.

	NOW, THEREFORE, in consideration of the foregoing
Recitals, which are hereby incorporated herein as if fully set forth below, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:

	1. Subordination and Intercreditor Provisions.
	1.1 Subordination.  Subject to Section 1.3 of this
Intercreditor Agreement, each of the Subordinate Lenders agree that each
Subordinate Lender's right to receive scheduled payments of principal and/or
interest under their respective Loan Documents shall be subordinate and junior
to Fairview's right to receive scheduled payments of principal and/or interest
under the Fairview Loan Documents until such time as the Fairview Debt is repaid
in full.
	1.2 Insolvency, Etc.

	(a) Subject to Section 1.3 of
this Intercreditor Agreement, in the event of any insolvency, bankruptcy,
receivership, liquidation, reorganization or other similar proceedings
(collectively, "Bankruptcy Proceedings") relative to the Borrower or to the
Collateral, or in the event of any proceedings for voluntary liquidation,
dissolution or other winding up of the Borrower, whether or not involving
insolvency or bankruptcy, Fairview shall be entitled in any such proceedings to
receive payment from the sale or other distribution of the Collateral on account
of the Fairview Debt before the Subordinate Lenders are entitled in any such
proceedings to receive any payment on account of the Subordinate Debt from the
sale or other distribution of the Collateral, and to that end in any such
proceedings any payment or distribution of any kind or character of the
Collateral, whether in cash or in other property, to which the Subordinate
Lenders would be entitled but for the provisions hereof, shall be delivered to
Fairview to the extent necessary to make payment in full in cash of all Fairview
Debt remaining unpaid.

(b) The Subordinate Lenders at the request of Fairview shall
in any proceedings described in Section 00, in the name of Fairview, file
claims, proofs of claims and other instruments of similar character necessary to
enforce the obligations of the Borrower in respect of the Subordinate Debt.  In
the event that any Subordinate Lender shall fail to take such action within five
business days upon request by Fairview, Fairview may, on behalf of such
Subordinate Lender, demand, sue for, collect and receive any and all such monies
or other assets and give acquittance therefor, file any claim, proof of claim or
other instrument of similar character, and take such other action (in its own
name or in the name of such Subordinate Lender) as Fairview may reasonably deem
necessary or advisable for enforcement of the obligations of the Borrower in
respect of the Subordinate Debt; provided that, Fairview shall have no right to
take any action in the name of any Subordinate Lender related to the Other
Collateral.
	1.3 Other Collateral; Conversion Rights.  
 (a) 	Notwithstanding anything to the contrary in this
Intercreditor Agreement, nothing in this Intercreditor Agreement shall impair
the rights of the Subordinate Lenders to take any and all action to enforce
their respective rights in, or receive payments or distributions on account of a
sale or other disposition of the Other Collateral; provided,
however, the Subordinate Lenders shall not take any action to enforce
their respective rights in the Other Collateral that would have a material
adverse effect on the Collateral; provided further, that any
actions taken by a Subordinate Lender to enforce its rights on Other Collateral
that is not owned or in the possession of the holder of the Collateral shall be
deemed to not cause a material adverse effect on the Collateral.

(b) 	In the event of any Bankruptcy Proceedings relative
to the Borrower or the Other Collateral, or in the event of any proceedings for
voluntary liquidation, dissolution or other winding up of the Borrower, whether
or not involving insolvency or bankruptcy, GSI and Shaar shall be entitled in
any such proceedings to receive payment, on a pro rata basis from the sale or
other distribution of the Other Collateral on account of GSI Debt and Shaar Debt
before Fairview and GWBS are entitled in any such proceedings to receive any
payment on account of the Fairview Debt and GWBS Debt from the sale or other
distribution of the Other Collateral, and to that end in any such proceedings
any payment or distribution of any kind or character of the Other Collateral,
whether in cash or in other property, to which Fairview or GWBS would be
entitled but for the provisions hereof, shall be delivered to GSI and Shaar to
the extent necessary to make payment in full in cash of all GSI Debt and Shaar
Debt remaining unpaid.



(c) 	Notwithstanding anything to the contrary in this
Intercreditor Agreement, the Subordinate Lenders are permitted at any time to
exercise their rights to convert any of the Subordinate Debt into the common
stock of Borrower or accept any prepayments or payments on the Subordinate Debt
that are made with the Borrower's common stock or other equity securities of
Borrower.



	2. Security Interests;
Priority.
	2.1 Notwithstanding any conflicting terms or conditions
which may be contained in any of the Loan Documents, the time of filing or
renewal of any financing statement, the time of attachment of any security
interest or any other priority provided by law: (a) the security interests upon
the Collateral evidenced by the Fairview Loan Documents shall have priority over
all other security interests upon the Collateral evidenced by the Loan
Documents;  (b) the security interests upon the Collateral of GWBS evidenced by
the GWBS Loan Documents shall have priority over all other security interests
upon the Collateral evidenced by the Loan Documents, except those evidenced by
the Fairview Loan Documents; and (c) the security interests upon the Collateral
of GSI and Shaar shall be subordinate to all security interests evidenced by the
Fairview Loan Documents and GWBS Loan Documents and shall be pari passu with
respect to each other as evidenced by that certain Intercreditor Agreement
between GSI and Shaar dated December 21, 2000 (the "GSI/Shaar Intercreditor
Agreement").  Notwithstanding anything to the contrary herein, this
Intercreditor Agreement shall not affect the rights and obligations between
Shaar and GSI as set forth in the GSI/Shaar Intercreditor Agreement.
	2.2 Each Lender shall be solely responsible for
perfecting and maintaining the perfection of its security interests in and to
each item constituting the Collateral in which such Lender has been granted a
security interest.  The provisions of this Intercreditor Agreement are intended
solely to govern the respective lien priorities as between the Lenders and,
except as set forth herein, shall not impose on any Lender any obligations in
respect of the disposition of proceeds of foreclosure on any Collateral which
would conflict with prior perfected claims therein in favor of any other person
or any order or decree of any court or governmental authority or any applicable
law.  Notwithstanding anything to the contrary herein, the relative priority
arrangements set forth in this Intercreditor Agreement are expressly conditioned
on the non-avoidability and perfection of the security interests and/or liens
evidenced by the Loan Documents and if the security interests and/or liens
evidenced by the Loan Documents are not perfected or are voidable for any
reason, then such relative priority arrangements set forth herein shall not be
effective to the extent of any such avoidability or non-perfection;
provided, however, that this condition shall be null and void and
of no effect if at any time any Lender shall directly or indirectly take any
action to contest or challenge the validity, legality, enforceability,
perfection, priority or avoidability of any other Lender's loans or documents or
any of the security interests and/or liens of any other Lender in any of the
Collateral or if such action is taken by SDKAD or SDKINGDM while Fairview is the
manager of either such entity.
	2.3 The lien priorities provided in this Section 0 shall
not be altered or otherwise affected by any amendment, modification, supplement,
extension, renewal, restatement or refinancing of any indebtedness evidenced by
any of the Loan Documents.  The respective rights and priorities of each Lender
in any assets of the Borrower not specified herein shall not be affected in any
way by this Intercreditor Agreement.
	3. Default Under the Loan Documents.

	3.1 In the event that Borrower shall cause or permit
to occur an event of default under any of the Loan Documents, such Lender that
is a party to any such Loan Document (a "Notifying Lender") will, upon becoming
aware of the existence of such event of default, use its best efforts to notify
all other Lenders of the existence of such event of default.  Receipt by any
Lender of such a notice of default shall not cause any Lender to be obligated to
cure any such default.  Failure of a Notifying Lender to provide such notice of
default shall not result in any liability to any Lender in the absence of gross
negligence or willful misconduct.  Upon receiving notice from a Notifying Lender
of an event of default for failure to pay monies due and owing to any Lender
under any Loan Document, any Lender may, but is not required to, cure such
payment default on behalf of Borrower within ten (10) business days of receiving
notice of the payment default from a Notifying Lender.  During such ten (10)
business day period, if any Lender cures such payment default, Lenders shall not
take any action against Borrower with respect to such default.  In the event
that any Lender elects to cure such payment default, any amount such Lender pays
to any other Lender to cure Borrower's payment default shall be considered a
portion of Borrower's indebtedness to such Lender.
	3.2 In the event that a default or an event of default
exists with respect to any of the Loan Documents, the applicable Lender may,
after providing written notice of such default to all other Lenders and subject
to the provisions of this Intercreditor Agreement, take any action it deems
appropriate to enforce its rights and remedies under the Loan Documents and its
security interests in or liens on, or exercise any other rights or remedies to
foreclose or otherwise realize upon, any of the Collateral.
	3.3 In the event Borrower defaults on its obligations to
any Lender and, as a result, any Lender undertakes to enforce its security
interest in the Collateral, each Lender agrees that it will not hinder, delay or
otherwise prevent such Lender from taking any and all action which such Lender
deems necessary to enforce its security interest in said Collateral and to
realize thereon.  Lenders agree that, to the extent any Lender receives any
proceeds directly from any bank account, any account debtor or from the sale of
any Collateral, then such Lender shall distribute such proceeds in accordance
with the terms of this Intercreditor Agreement.  To the extent that any Lender
retains any Collateral pursuant to its respective rights as a secured party,
such Collateral shall be divided among the Lenders in accordance with the terms
of this Intercreditor Agreement. 
	4. Standstill.  (a) Notwithstanding anything to
the contrary in Section 3.3, or the rights of any Lender under applicable law or
any provision of the Loan Documents to the contrary, each Subordinate Lender
hereby covenants that it shall not: 

(i)	(A) accelerate payment of any indebtedness or any
portion thereof under the Loan Documents, or  (B) take any other action to
enforce its rights under the Loan Documents, until the earlier of 60 days
following the effective date hereof or the execution of the Fairview Agreement;
provided that, each Lender may take any action to enforce its
rights under the Loan Documents during such 60-day period in the event that a
creditor of the Borrower who is not a party to this Agreement takes any action
or provides notice to a Lender of its intent to take any action against Borrower
to enforce its rights against the Borrower; and
(ii) 	take any action to enforce their respective rights
in, or receive payments or distributions on account of a sale or other
disposition of the Collateral upon an event of default under a Subordinate
Lender's Loan Documents so long as:







(A) 	the Fairview Debt is outstanding; and 




(B) 	(1) the Borrower, its guarantors or assigns are not
in default on the Fairview Loan Documents, or (2) in the event that the
Borrower, its guarantors or assigns are in default on the Fairview Loan
Documents, Fairview has either taken no action  to enforce its rights under the
Fairview Loan Documents or the only action it takes is to take over as manager
of SDKAD and/or SDKINGDM pursuant to its rights under the Fairview Loan
Documents; 



provided that, nothing herein shall impair the
rights of the Subordinate Lenders to take any and all action to enforce their
respective rights in the Other Collateral pursuant to Section 1.3(a) of this
Agreement. 







Notwithstanding anything to the contrary in Section 3.3,
or the rights of any Lender under applicable law or any provision of the Loan
Documents to the contrary, Fairview hereby covenants that it shall not:


accelerate payment of any indebtedness or any portion
thereof under the Fairview Loan Documents, or  (B) take any other action to
enforce its rights under the Fairview Loan Documents, until the earlier of 60
days following the effective date hereof or the execution of the Fairview
Agreement; provided that, Fairview may take any action to enforce
its rights under the Loan Documents during such period in the event that a
creditor of the Borrower who is not a party to this Agreement takes any action
or provides notice to Fairview of its intent to take any action against Borrower
to enforce its rights against the Borrower; and






(ii) 	take any action to enforce its rights in, or receive
payments or distributions on account of a sale or other disposition of the
Collateral upon an event of default of Popmail.com, inc. under the Fairview Loan
Documents so long as (A) an event of default by SDKAD or SDKINGDM (as assignees
of the Fairview Debt) has not occurred, and (B) if such event of default of
Popmail.com, inc. is due to a failure to make payments when due, SDKAD and
SDKINGDM assume the balance of the Fairview Debt not assumed by them under the
Fairview Agreement within the applicable time period provided for in the
Fairview Agreement.

		(c) 	Notwithstanding anything to the contrary in
this Section 4, but subject to Section 1.2, in the event of any Bankruptcy
Proceeding relative to SDKAD, SDKINGDM or the Collateral, or in the event of any
proceedings for voluntary liquidation, dissolution or other winding up of SDKAD
or SDKINGDM, whether or not involving insolvency or bankruptcy, the Subordinate
Lenders may take any and all action to enforce their respective rights under
their respective Loan Documents.

	5. Prepayments.  Subject to Section 1.3
of this Intercreditor Agreement, without the prior written consent of Fairview,
no Subordinate Lender shall be entitled to receive or retain any optional
prepayment (in cash, property, by set-off or otherwise) of or on account of any
Subordinate Debt.  

	6. Turn-Over of Payments Received.  In the
event that the Borrower shall make any payment on the Subordinate Debt which the
holders thereof are not permitted to receive and retain pursuant to the terms of
this Agreement, such payment shall be held in trust for the benefit of, and
shall be paid over promptly on demand to, Fairview for application to the
payment of all Fairview Debt remaining unpaid until the same shall have been
paid in full in cash, after giving effect to any concurrent payment or
distribution to Fairview.  No such payments or distributions to Fairview by any
Subordinate Lender shall be deemed to discharge any of such Subordinate
Debt.

	7. Representations and Warranties.  As a
material inducement to each other Lender to enter into this Intercreditor
Agreement, each Lender hereby represents and warrants to each other Lender that
the following are true and correct as of the date hereof and shall remain true
and correct so long as this Intercreditor Agreement is in effect:

	7.1 the execution, delivery and performance of this
Intercreditor Agreement has been duly authorized by such Lender and does not
contravene any law, any provision of the Loan Documents or any agreement to
which such Lender is a party or by which it is bound;
	7.2 this Intercreditor Agreement constitutes the legal,
valid and binding obligation of such Lender and is binding and enforceable in
accordance with its terms; and
	7.3 the Loan Documents to which such Lender is a party
are in the form of the copies thereof made available to each Lender, and no
amendment, waiver or modification thereof shall be permitted without the written
consent of all other Lenders, which shall not be unreasonably withheld or
delayed.
	8. Term; Default.  

	8.1 This Intercreditor Agreement shall continue for
so long as any Lender has a security interest in the Collateral.  This
Intercreditor Agreement shall remain in full force and effect notwithstanding
the filing of a petition for relief by or against Borrower under the United
States Bankruptcy Code. 



8.2	Nothing contained herein, or in any prior agreement or
understanding, shall be deemed to create any duty on the part of any Lender to
extend or continue financial accommodations to Borrower.



8.3	Notwithstanding anything to the contrary in the Loan
Documents or this Intercreditor Agreement, Lenders acknowledge and agree that
any additional indebtedness up to $4,000,000 of Borrower under the GSI Loan
Documents and additional indebtedness up to $500,000 of Borrower under the
Fairview Loan Documents shall not be considered an event of default or breach of
this Intercreditor Agreement or the Loan Documents and Borrower shall not be
required to obtain the consent of the Lenders to enter into any such
indebtedness; provided, however, such additional indebtedness
shall be subject to the terms of this Intercreditor Agreement.  The additional
indebtedness of  up to $500,000 under the Fairview Loan Documents shall be
considered as part of the Fairview Debt for purposes of this Agreement.
8.4	Notwithstanding anything to the contrary in the Loan
Documents or this Intercreditor Agreement, Lenders hereby consent to the
purchase by SDK AD, LLC, an Ohio limited liability company, from the Borrower of
the Collateral associated with the MOA Restaurant and the purchase by SD KINGDM,
LLC, an Ohio limited liability company, from the Borrower of the Collateral
associated with the Denver Restaurant, and hereby waive any default under each
Lender's Loan Documents that such a sale of the Collateral may create;
provided, however, Borrower shall provide five (5) business days
prior written notice to each Lender and shall cause SDK AD, LLC and SD KINGDM,
LLC to execute any and all documents deemed necessary by any Lender to continue
and maintain the Collateral and Lender's lien position in the Collateral,
including but not limited to filing all appropriate UCC's which shall have the
same priority as set forth herein.  The Collateral shall continue to be subject
to the terms and conditions of this Intercreditor Agreement.
	9. Miscellaneous.
	9.1 Neither of the parties
hereto, nor any of their managers, members, officers, agents or employees, shall
be responsible to any other party hereto or to any other person for: (a)
Borrower's solvency, financial condition or ability to repay its indebtedness to
any party hereto; (b) any oral or written statements of Borrower; or (c) the
validity, sufficiency or enforceability of any indebtedness, any agreements or
documents or the security interests and liens granted by Borrower to any party
hereto. Each party hereto has entered into its respective agreements, documents
and financing agreements with Borrower based upon its own independent
investigation, and makes no warranty or representation to any other party
hereto, with respect to the matters referred to in this Section 0.
	9.2 Nothing contained herein, or in any prior agreement
or understanding, shall be deemed to create any duty on the part of any Lender
to extend or continue to extend financial accommodations to Borrower.  
	9.3 Each Lender irrevocably waives any right to compel
any other Lender to marshal assets of the Borrower.
	9.4 Any notice required or desired to be served, given or
delivered hereunder shall be in the form and manner specified below, and shall
be addressed to the party to be notified as follows:
		If to GSI, to:				If to GWBS:

		SDK Investments, Inc.			Great Western
Business Services, Inc.
		c/o Barycenter Capital Management	14643 Dallas
Parkway, Suite 650
		PMB 329				Dallas, Texas 75240
		1232 W. Kemper Road			
		Cincinnati, Ohio 45240
		Attn: Stephen D.  King

		If to Shaar, to:				If to Fairview,
to:

		The Shaar Fund Ltd. 			Fairview Partners
		c/o Levinson Capital Management		5807 McCray
Court
		2 World Trade Center, Suite 1820		Cincinnati,
Ohio 45224
		New York, New York 10048			
		Attention:  Samuel Levinson

or to such other address as each party designates to the
other parties by notice in the manner herein prescribed.  Notice shall be deemed
given hereunder if (i) delivered personally or otherwise actually received, (ii)
sent by nationally recognized overnight courier service, (iii) mailed by first-
class United States mail, postage prepaid, certified, with return receipt
requested, or (iv) sent via telecopy machine with a duplicate signed copy sent
on the same day as provided in clause (ii) above.  Notice mailed as provided in
clause (iii) above shall be effective upon the expiration of five (5) business
days after its deposit in the United States mail, and notice telecopied as
provided in clause (iv) above shall be effective upon delivery of such telecopy
if the duplicate signed copy is sent under clause (iv) above.  Notice given in
any other manner described in this section shall be effective upon receipt by
the addressee thereof; provided, however, that if any notice is tendered to an
addressee and delivery thereof is refused by such addressee, such notice shall
be effective upon such tender unless otherwise expressly set forth in such
notice.

	9.5 THIS AGREEMENT SHALL BE DEEMED TO HAVE BEEN MADE IN
THE STATE OF OHIO AND THE VALIDITY OF THIS AGREEMENT, ITS CONSTRUCTION,
INTERPRETATION AND ENFORCEMENT, AND THE RIGHTS OF THE PARTIES HEREUNDER, SHALL
BE DETERMINED UNDER, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF OHIO. THE PARTIES HERETO AGREE THAT ALL ACTIONS OR PROCEEDINGS
ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE TRIED AND LITIGATED ONLY IN
THE STATE OR FEDERAL COURTS LOCATED IN HAMILTON COUNTY, OHIO.
	9.6 This Intercreditor Agreement shall be binding and
deemed effective when executed by each of the parties hereto.  This
Intercreditor Agreement shall bind, and inure to the benefit of, the respective
successors and assigns of each of the parties hereto, and shall be effective
before and after any bankruptcy filing by or against Borrower.
	9.7 The invalidity, illegality or unenforceability of any
provision in or obligation under this Intercreditor Agreement shall not affect
or impair the validity, legality or enforceability of the remaining provisions
or obligations under this Intercreditor Agreement.
	9.8 It is not the intent of either the parties hereto
that Borrower be a third party beneficiary hereunder or have any other rights
with respect to this Intercreditor Agreement.
	9.9 This Intercreditor Agreement cannot be changed,
amended, modified or terminated except by a written agreement signed by the duly
authorized officers of the parties hereto.  All prior agreements,
understandings, representations, warranties, and negotiations, if any, are
merged into this Agreement.
	9.10 LENDERS, TO THE EXTENT EACH
MAY LEGALLY DO SO, HEREBY EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY
CLAIM, DEMAND, ACTION, CAUSE OF ACTION OR PROCEEDING ARISING UNDER OR OUT OF
THIS AGREEMENT OR IN ANY WAY CONNECTED WITH OR RELATED TO, OR INCIDENTAL TO, THE
DEALINGS OF THE PARTIES HERETO WITH RESPECT TO THIS AGREEMENT OR THE
TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER
ARISING, AND IRRESPECTIVE OF WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.
LENDERS, TO THE EXTENT EACH MAY LEGALLY DO SO, HEREBY AGREE THAT ANY SUCH CLAIM,
DEMAND, ACTION, CAUSE OF ACTION, OR PROCEEDINGS SHALL BE DECIDED BY A COURT
TRIAL WITHOUT A JURY AND THAT EITHER PARTY HERETO MAY FILE AN ORIGINAL
COUNTERPART OR COPY OF THIS SECTION 0 WITH ANY COURT AS WRITTEN EVIDENCE OF THE
CONSENT BY THE UNDERSIGNED TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.
 	9.11 For purposes of this Agreement, the term "Borrower"
shall include any successors and assigns to Borrowers duties and obligations
under any of the Loan Documents, including, without limitation, SDKAD and
SDKINGDM.
 	9.12 Each Subordinate Lender acknowledges and consents
to Borrower assigning and SDKAD and SDKINGDM assuming a portion of the Fairview
Debt in accordance with the terms of the Fairview Agreement.
9.13 	This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which shall
together constitute one and the same instrument.




[SIGNATURE PAGE TO FOLLOW]

	IN WITNESS WHEREOF, this Intercreditor Agreement has been
duly executed and delivered by each of the parties hereto as of the date first
written above.





			GREAT WESTERN BUSINESS SERVICES, INC.




WITNESS:

_________________________________		By:________________________________<
/P>





			Name:______________________________




_________________________________		Title:______________________________
_



				FAIRVIEW PARTNERS




_________________________________		By:________________________________<
/P>









	Name:______________________________








_________________________________		Title:______________________________
_

						THE SHAAR FUND LTD.







		By:	Levinson Capital Management
















_________________________________		By:______________________________
						Name:	Sam Levinson 
_________________________________		Title:	Managing Director 

						GSI VENTURES, LLC 











By:	SDK Investments, Inc. (Manager
	of GSI Ventures, LLC)











_________________________________		By:_____________________________











Name:	Stephen D. King 










_________________________________		Title:	President


STATE OF ________________	)
				)SS:
COUNTY OF ______________	)

	This instrument was acknowledged before us this ________
day of _______________, 2001 by ___________________________,
____________________________ of Great Western Business Services, Inc., a Texas
corporation, on behalf of the corporation.

						________________________________________

						Notary Public

STATE OF ________________	)
				)SS:
COUNTY OF ______________	)

	This instrument was acknowledged before us this ________
day of _______________, 2001 by ___________________________,
____________________________ of Fairview Partners, an Ohio general partnership,
on behalf of the partnership.

						________________________________________

						Notary Public

STATE OF ________________	)
				)SS:
COUNTY OF ______________	)

	This instrument was acknowledged before us this ________
day of _______________, 2001 by Sam Levinson, Managing Director of Levinson
Capital Management, on behalf of the The Shaar Fund Ltd.

						________________________________________

						Notary Public

STATE OF ________________	)
				)SS:
COUNTY OF ______________	)

	This instrument was acknowledged before us this ________
day of _______________, 2001 by Stephen D. King, President of SDK Investments,
Inc., Manager of GSI Ventures, LLC, an Ohio limited liability company, on behalf
of the limited liability company.

						________________________________________

						Notary Public



ACKNOWLEDGMENT BY

POPMAIL.COM, INC.



The undersigned hereby acknowledges that it has received a
copy of the foregoing Intercreditor Agreement by and between Great Western
Business Services, Inc., The Shaar Fund Ltd., GSI Ventures, LLC and Fairview
Partners (the "Intercreditor Agreement"), and consents thereto, and agrees to
recognize all priorities and other rights granted therein to the parties hereto,
and the undersigned will not do any act or perform any obligation which is not
in accordance with the priorities and agreements set forth in the Intercreditor
Agreement. 

Dated:	_______________, 2001



								POPMAIL.COM, INC.
WITNESS:

______________________________				By:____________________________
____

______________________________				Name:__________________________
____

								Title:_______________________________


STATE OF ________________	)
				)SS:
COUNTY OF ______________	)

	This instrument was acknowledged before us this ________
day of _______________, 2001 by ___________________________,
____________________________ of Popmail.com, inc., a Minnesota corporation, on
behalf of the corporation.

						________________________________________

						Notary Public


ACKNOWLEDGMENT BY

SDK AD, LLC


The undersigned hereby acknowledges that it has received a
copy of the foregoing Intercreditor Agreement by and between Great Western
Business Services, Inc., The Shaar Fund Ltd., GSI Ventures, LLC and Fairview
Partners (the "Intercreditor Agreement"), and consents thereto, and agrees to
recognize all priorities and other rights granted therein to the parties hereto,
and the undersigned will not do any act or perform any obligation which is not
in accordance with the priorities and agreements set forth in the Intercreditor
Agreement. 

Dated:	_______________, 2001



								SDK AD, LLC
WITNESS:
								By:  SDK Investments, Inc.
__________________________

__________________________					By:
________________________________



								Stephen D. King, President



STATE OF ________________	)
				)SS:
COUNTY OF ______________	)

	This instrument was acknowledged before us this ________
day of _______________, 2001 by Stephen D. King, President of SDK Investments,
Inc., Manager of SDK AD, LLC, an Ohio limited liability company, on behalf of
the limited liability company.

						________________________________________

						Notary Public

ACKNOWLEDGMENT BY

SD KINGDM, LLC



The undersigned hereby acknowledges that it has received a
copy of the foregoing Intercreditor Agreement by and between Great Western
Business Services, Inc., The Shaar Fund Ltd., GSI Ventures, LLC and Fairview
Partners (the "Intercreditor Agreement"), and consents thereto, and agrees to
recognize all priorities and other rights granted therein to the parties hereto,
and the undersigned will not do any act or perform any obligation which is not
in accordance with the priorities and agreements set forth in the Intercreditor
Agreement. 

Dated:	_______________, 2001



							SD KINGDM, LLC
WITNESS:
							By:  SDK Investments, Inc.
____________________________

____________________________				By:
_________________________________
								Stephen D. King, President


STATE OF ________________	)
				)SS:
COUNTY OF ______________	)

	This instrument was acknowledged before us this ________
day of _______________, 2001 by Stephen D. King, President of SDK Investments,
Inc., Manager of SD KINGDM, LLC, an Ohio limited liability company, on behalf of
the limited liability company.

						________________________________________

						Notary Public



















-----END PRIVACY-ENHANCED MESSAGE-----

EX-10.60

Exhibit 10.60

LOAN AGREEMENT

THIS LOAN AGREEMENT ("Agreement") is made by and among THE SHAAR FUND LTD. ("Lender"), POPMAIL.COM, INC., a Minnesota corporation (the "Borrower"), SDK INVESTMENTS, INC., an Ohio corporation ("SDKI"), POPMAIL NETWORKS, INC., a Texas corporation ("PNI"), FAN ASYLUM, INC., a California corporation ("FAI") and CAFÉ ODYSSEY, LLC, a Minnesota limited liability company ("COL") this 21^st day of December, 2000.

RECITALS

A. Lender has agreed to loan Borrower up to the principal amount of $200,000.

B. Borrower has agreed to borrow up to $200,000 from Lender.

C. SDKI has acted as a finder in connection with the loan to be made by Lender to Borrower and, as a result, Borrower has agreed to pay SDKI a finder's fee consisting of cash and a warrant to purchase Borrower's common stock.

D. PNI, FAI and COL are wholly owned subsidiaries of Borrower and will materially benefit from the loan Borrower will receive from Lender.

E. As a condition to Lender making a loan to Borrower, Lender requires PNI, FAI and COL to execute this Agreement and be bound by certain terms of this Agreement.

IN CONSIDERATION of the premises, the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, Lender, Borrower PNI, FAI, COL, and SDKI hereby covenant and agree as follows:

ARTICLE I

THE LOAN

1. Agreement to Borrow and Lend. Subject to all of the terms, provisions, conditions, covenants and agreements contained in this Agreement, Lender agrees to make a loan to Borrower (the "Loan") in the principal amount of Two Hundred Thousand Dollars ($200,000) (the "Loan Proceeds"), which shall be used in accordance with the terms set forth herein.
2. Closing. The Loan Proceeds shall be distributed at one closing which shall occur on December 21, 2000, or on such other date as the parties shall agree (the "Closing").
3. Convertible Promissory Note. The Loan will be evidenced by a convertible promissory note (the "Note") in the form attached hereto as Exhibit A that will be executed by Borrower and delivered to Lender.
4. Interest. The outstanding principal balance of the Note shall bear interest at a rate of Twelve Percent (12%) per annum as set forth in the Note.
5. Payment Terms. Accrued interest under the Note shall be due and payable in quarterly installments on February 1, 2001, May 1, 2001, August 1, 2001 and November 1, 2001 and the entire outstanding principal balance of the Loan, together with all accrued but unpaid interest thereon, shall be due and payable in full on January 5, 2002 (the "Maturity Date"). Notwithstanding anything to the contrary contained herein, upon Lender's consent, which shall be made in its sole and absolute discretion, Borrower may pay any portion of the quarterly installments of accrued interest of the Loan with shares of Borrower's common stock, par value $.01 per share (the "Common Stock"). The value of the Common Stock used to pay any quarterly installments of accrued interest shall be determined by the closing sale price of the Common Stock as reported by Nasdaq on the preceding trading day before the quarterly installment is paid.
6. Conversion Right. The Lender shall have the right to convert all or any portion of the debt evidenced by the Note into Borrower's Common Stock in accordance with the terms of the Note.

ARTICLE II

WARRANTS TO PURCHASE COMMON STOCK

2.1. Warrant to Purchase Common Stock to Lender. The Borrower hereby agrees to issue to Lender as a part of the consideration for Lender making the Loan to Borrower, a warrant to purchase the number of shares of Common Stock equal to fifty percent (50%) of the aggregate face value of the Note and in the form attached hereto as Exhibit B (the "Lender Warrant").

2. Warrant to Purchase Common Stock to SDKI. As partial consideration for introducing the Borrower to the Lender, the Borrower hereby agrees to issue to SDKI a warrant to purchase the number of shares of Common Stock equal to ten percent (10%) of the aggregate face value of each Note and in the form attached hereto as Exhibit C ("SDKI Warrant" and together with the Lender Warrant, the "Warrants").
3. Share Calculation For Warrants; Strike Price; Issuance. For purposes only of determining the number of shares which shall be granted upon exercise of the Warrants, the Common Stock shall be deemed to have a value of $1.00 per share. The strike price for each Lender Warrant shall be 120% of the Market Price (as that term is defined in the Note), and the strike price for each SDKI Warrant shall be the Market Price. The Borrower shall issue the Warrant at the Closing. The Warrants shall be exercisable for a period of at least five years.

ARTICLE III

BORROWER'S REPRESENTATIONS AND WARRANTIES

The Borrower hereby represents and warrants to Lender that the following are true and correct as of the date hereof and shall be true and correct as of the date of the Closing and shall remain true and correct during the term of all of the Loan Documents (as defined below):

3.1 Borrower and each of its subsidiaries and affiliates (a) is a duly organized and validly existing corporation in good standing under the laws of the jurisdiction of its formation, (b) has the power and authority and the legal right to own its property and assets and to transact the business in which it is engaged and (c) is duly qualified as a foreign corporation or otherwise licensed and authorized to transact business and in good standing in each jurisdiction where the ownership, leasing or operation of property or the conduct of its business requires such qualification and where the failure to be so qualified, licensed or authorized would have a material adverse effect on the condition (financial or otherwise), prospects, assets or properties of Borrower, any subsidiary or affiliate. All subsidiaries and affiliates of the Borrower are listed on Item 3.1 of the Disclosure Schedule. The term "affiliate" shall have the meaning ascribed thereto under Rule 12b-2 promulgated under the Exchange Act of 1934, as amended.

3.2 The execution, delivery and performance of this Agreement, the Note and the Warrants and any and all other security agreements, pledge agreements, financing statements, certificates or instruments contemplated herein (collectively "Loan Documents") executed and delivered by the Borrower or its affiliates have been authorized by all necessary corporate actions and do not and will not contravene any legal or contractual restriction binding on the Borrower or any of its property or its assets.

3.3 The Borrower and each of its subsidiaries and affiliates has the power to take all actions contemplated hereby (including but not limited to the issuance of the Warrants and Note, the right of first refusal granted to Lender to participate in any security issuances and the granting of the security interests in the Collateral (as defined below)) to execute, deliver and carry out the terms and provisions of each Loan Document to which it is a party and has taken all necessary actions to authorize the execution, delivery and performance by it of each Loan Document to which it is a party and all acts contemplated hereby. The Loan Documents when executed and delivered by the Borrower and its subsidiaries and affiliates will constitute the legal, valid and binding obligation of the Borrower and its subsidiaries and affiliates (as the case may be) and is, or will be upon execution, enforceable against the Borrower and its subsidiaries and affiliates (as the case may be) in accordance with their respective terms, except to the extent that enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors' rights generally.

3.4 The execution, delivery or performance by the Borrower and its subsidiaries and affiliates of each Loan Document, and compliance by the Borrower and its subsidiaries and affiliates with the terms and provisions hereof and thereof, (a) do not contravene any provision of any law, statute, rule or regulation or any order, writ, injunction or decree of any court or governmental instrumentality applicable to the Borrower, any subsidiary or affiliate, (b) do not conflict with or result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any lien (other than as contemplated by the Loan Documents) upon any of the property or assets of the Borrower, any subsidiary or affiliate pursuant to the terms of any material indenture, mortgage, deed of trust, credit agreement, loan agreement or other agreement, contract or instrument to which the Borrower, any subsidiary or affiliate is a party or by which the Borrower, any subsidiary or affiliate or any of their respective properties or assets is bound or to which the Borrower, any subsidiary or affiliate may be subject and (c) do no violate any provision of the Certificate of Incorporation, Articles of Organization, operating agreement, bylaws or regulations of the Borrower, any subsidiary and affiliate.

3.5 The authorization, issuance, sale and delivery of the shares of Common Stock issuable upon conversion of the Note and upon exercise of the Warrants has been duly authorized by all requisite corporate action on the part of the Borrower. The shares of the Common Stock issuable upon conversion of the Note and upon exercise of the Warrants upon their issuance in accordance with the Note and the Warrants, respectively, will be validly issued, fully paid and nonassessable. Any shares of Common Stock issued in accordance with the terms of the Note for payment of quarterly installments of acquired interest will be validly issued, fully paid and nonassessable.

3.6 Except as disclosed in Schedule 3.6, there are no actions, suits or proceedings pending or, to the knowledge of the Borrower, threatened against Borrower, any subsidiary or affiliate (a) with respect to the Loan Documents, any of the Collateral (as defined below) or the transactions contemplated hereby or (b) that are, either individually or in the aggregate, reasonably likely to have a material adverse effect on the condition (financial or otherwise), prospects, assets or properties of Borrower, any subsidiary or affiliate.

3.7 All balance sheets, income statements, financial statements, operating statements and other financial data pertaining to Borrower or its subsidiaries or affiliates (the "Financial Information") that have been delivered (or will be delivered) to Lender by or on behalf of Borrower are or will be accurate and complete in all material respects, are or will be in accordance with the books and records of Borrower and its subsidiaries and affiliates, and accurately present or will present the financial condition, results of operations and changes in financial position of the person or entity to which they pertain as of their respective dates and there has been no material change with respect thereto. All Financial Information delivered to Lender is and shall be prepared in accordance with the generally accepted accounting principles, consistently applied.

3.8 None of the Borrower's reports and documents heretofore filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, contained at the time they were filed any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading.

3.9 The Borrower and its subsidiaries and affiliates own and possess adequate and enforceable rights to use all patents, patent applications, trademarks, trademark applications, trade names, service marks, logos, copyrights, copyright applications, licenses, inventions, software, programs, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, "Intangibles") necessary for the conduct of their respective businesses. Borrower and its subsidiaries and affiliates have the unrestricted right to use all of the Intangibles. Borrower and its subsidiaries and affiliates are not infringing upon or in conflict with any right of any other person or entity with respect to any Intangibles and the Borrower and its subsidiaries and affiliates are not subject to any outstanding order, decree, judgment or stipulation with respect to the Intangibles. No proceedings have been instituted or are pending or, to Borrower's knowledge, threatened which challenge the validity or rights of Borrower or its subsidiaries and affiliates to any of the Intangibles, and Borrower has no knowledge of any infringement by others of any of the Intangibles. All of the Intangibles are valid, enforceable and free and clear of any attachments or liens and all claims, restrictions and demands of any other person, firm or corporation, including attorneys' fees for past services, expenses and government fees. None of the past or present employees, officers, directors, or shareholders of Borrower, any subsidiary or affiliate has any rights in any Intangibles. Borrower and its subsidiaries and affiliates have not granted any outstanding license or other rights to any of the Intangibles, except those licenses granted in the ordinary course of business, and are not liable, and have not made any contract or arrangement whereby they may become liable, to any person for any royalty or other compensation for the use of any Intangibles. The trade secrets and processes and procedures of Borrower and its subsidiaries and affiliates which are necessary to the operation of Borrower and its subsidiaries and affiliates have been reduced to writing, to the extent practical, and will remain available for use by Borrower and its subsidiaries and affiliates after the date of the Closing.

3.10 All factual information heretofore or contemporaneously furnished by the Borrower, any subsidiary or affiliate to Lender (including, without limitation, all information contained in this Agreement) for purposes of this Agreement or any transaction contemplated hereby or thereby is, and all other such factual information hereafter furnished by the Borrower, any subsidiary or affiliate to Lender for purposes of this Agreement or any transaction contemplated herein will be, true and accurate in all material respects on the date as of which such information is given and the Borrower in good faith believes such information is not incomplete by omitting to state any fact necessary to make such information not misleading at such time in light of the circumstances under which such information was provided.

3.11 The Borrower, each subsidiary and affiliate has filed all tax returns required to be filed by it and has paid all income and franchise taxes payable by it which have become due pursuant to such tax returns and all other taxes and assessments payable by it which have become due, other than those not yet delinquent and except for those contested in good faith and by appropriate proceedings. The amounts shown on those tax returns fairly present the tax position of the Borrower and such subsidiaries and the Borrower does not expect any material adjustments or any amounts shown on such tax returns. Each of the Borrower and each subsidiary or affiliate has paid, or has provided adequate reserves (in the good faith judgment of the management of the Borrower) for the payment of, all foreign, federal and state income and franchise taxes applicable for all prior fiscal years of the Borrower and for the current fiscal year to the date hereof. As of the date hereof, no tax lien has been filed, and, to the knowledge of the Borrower, no claim is being asserted, with respect to any tax, fee or other charge.

3.12 All employee benefit plans, as defined in Section 3(3) of ERISA (defined below) and which are maintained for employees by the Borrower, a subsidiary or an ERISA Affiliate (defined below) ("Plan"), comply with all relevant provisions of the Internal Revenue Code of 1986 (the "Code") and ERISA; no Plan is insolvent or in reorganization; no Plan has an accumulated or waived funding deficiency or has applied for an extension of any amortization period within the meaning of Section 412 of the Code; neither the Borrower nor any subsidiary nor any ERISA Affiliate has incurred any liability to or on account of a Plan which is a single-employer plan as defined in Section 4001 (a) (15) of ERISA pursuant to Section 4062, 4063, 4064 or a multi employer plan pursuant to Sections 515, 4201 or 4204, of ERISA; no proceedings have been instituted to terminate any plan; and no condition exists which constitutes a prohibited transaction (as defined in Section 406 of ERISA or Section 4975 of the Code) or a reportable event (as defined in Section 4043 of ERISA), or which is reasonably expected will result in the Borrower, any subsidiary or an ERISA Affiliate of incurring a liability to or on account of a Plan pursuant to any of the foregoing Sections of ERISA or the Code. As of the date of this Agreement, the aggregate present value of all accrued benefit liabilities (as defined in Section 4001(a)(6) of ERISA) of all Plans which were single-employer plans did not exceed the aggregate current value of all assets of such Plans based upon estimated actuarial data that has been provided to the Borrower by the consulting actuaries of the Plans, and as of the date of this Agreement, there was no withdrawal liability (and would be no withdrawal liability assuming a complete withdrawal from all such Plans) to any Plan which is a multi employer plan.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute of similar import, together with regulations thereunder, in each case as in effect from time to time. References to sections of ERISA also refer to any successor sections.

"ERISA Affiliate" means any person (as defined in Section 3 (9) of ERISA) (including each trade or business (whether or not incorporated)) which together with the Company or any Subsidiary would be deemed to be a "single employer" or a member of the same "controlled group" of "contributing sponsors" within the meaning of Section 4001 of ERISA

3.13 The Borrower and its subsidiaries and affiliates are in compliance with all applicable statutes, regulations and orders of, and all applicable restrictions imposed by, all governmental bodies, domestic or foreign, in respect of the conduct of their businesses and the ownership of their properties, except such noncompliance as would not, in the aggregate, reasonably be expected to have a material adverse effect on the condition (financial or otherwise), prospects, assets or properties of Borrower or any subsidiary or affiliate.

3.14 The Borrower and its subsidiaries and affiliates have never conducted business under any names other than those set forth in Item 3.14 of the Disclosure Schedule. The addresses of all offices where any of the Collateral is located is listed in Item 3.14 of the Disclosure Schedule. The chief executive office and the chief place of business for the Borrower, each of its subsidiaries, and affiliates and the office where each thereof keeps its books and records, is located at the address specified in Item 3.14 of the Disclosure Schedule.

3.15 As of the date the last Financial Information was received by Lender from Borrower, except to the extent disclosed, reflected or reserved against therein or in Item 3.15 of the Disclosure Schedule, Borrower did not have any material liabilities or obligations, known or unknown, secured or unsecured, whether accrued, absolute, contingent or otherwise.

3.16 Since the date the last Financial Information was received by Lender from Borrower, there has been no material adverse change in or to the business of Borrower or its subsidiaries or affiliates, or to the operations, earnings, prospects, liabilities or relationships with suppliers, distributors or customers of Borrower or its subsidiaries or affiliates. There is no presently existing condition with respect to Borrower or its subsidiaries or affiliates which might be expected to have a material adverse effect on the business or prospects of Borrower or its subsidiaries or affiliates or the continued conduct of the business of Borrower or its subsidiaries or Affiliates after the date of the Closing.

3.17 No order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by, or other act by (except as have been obtained or made), any governmental or public body or authority, or any subdivision thereof, is required to authorize, or is required in connection with, (a) the execution, delivery and performance by the Borrower or its subsidiaries or affiliates of any Loan Document or (b) the legality, validity, binding effect or enforceability against the Borrower or its subsidiaries or affiliates of any Loan Document.

3.18 Borrower shall use the Loan Proceeds exclusively for commercial reasons that are expressly approved by Lender in accordance with Section 4.2 below.

3.19 Borrower or its subsidiaries and affiliates (as the case may be) are the legal and beneficial owner of the Collateral, and the Collateral is free and clear of all mortgages, security interests, liens, equities, encumbrances and claims of every kind (collectively, the "Encumbrances") except for the Encumbrances set forth on Item 4.7 of the Disclosure Schedule and the liens of the Lender as set forth in this Agreement. The Collateral is and will remain free and clear of all Encumbrances of any nature whatsoever, except for those set forth on Item 4.7 of the Disclosure Schedule and the liens of the Lender as set forth in this Agreement.

20. All of the subsidiaries and affiliates of Borrower are wholly owned by Borrower.

3.21 The security interest and leasehold mortgage in favor of the Borrower on the real and personal property located at Kenwood Mall, Cincinnati, Ohio, is a first and best lien on such personal property and leasehold and Borrower has not and will not allow any Encumbrances on such property to be superior to Borrower's mortgage and security interest.

ARTICLE IV

ADDITIONAL COVENANTS AND OTHER AGREEMENTS

4.1. Finder's Fee. Borrower shall pay to SDKI a cash fee of ten percent (10%) of all the Loan Proceeds disbursed to Borrower, which amount shall be paid from the proceeds disbursed to Borrower.

2. Disbursement Approval. All disbursements of Loan Proceeds shall be approved in writing in advance by Lender, in its sole and absolute discretion. Prior to any use by the Borrower of the Loan Proceeds, or any portion thereof, Borrower shall have received Lender's prior written approval of such use, with such approval being determined by Lender in its sole and absolute discretion. Notwithstanding the foregoing provisions of this Section 4.2, Borrower shall not need any approval from Lender with respect to its use of the first $50,000 of Loan Proceeds received by Borrower.
3. Registration Rights. Within 60 days of the date hereof, Borrower shall have used its best efforts to cause a registration statement covering the resale of the shares of Common Stock issuable upon conversion of the Note, exercise of the purchase rights under the Note, used for payment of the accrued interest on the Note and exercise of the Warrants to have been declared effective by the Securities and Exchange Commission. All expenses of such registration, except fees for underwriting discounts and selling commissions applicable to the resale of such Common Stock by Lender or the holder of the Warrants, shall be borne by Borrower. Lender and SDKI (and their respective assigns) each agree to cooperate with the Borrower in the preparation and filing of any such registration statement and in the furnishing of information for inclusion therein, or in any efforts by the Borrower to establish that the proposed sale is exempt under the Securities Act of 1933, as amended, as to any proposed distribution.

4.4 Right of First Refusal. As long as their exists any principal or interest outstanding under the Note, the Borrower grants to the Lender a right of first refusal to participate as an investor in any offering of Borrower's Common Stock, securities convertible into Common Stock or any other equity securities of the Borrower (collectively, the "Securities"). If the Borrower receives an executed letter of intent or term sheet from any third party with respect to a sale or transfer of Securities that the Borrower is willing to accept, the Borrower shall promptly give written notice thereof to the Lender, including all essential terms and conditions of such proposed offering. The Lender shall then have ten (10) days after receipt of such written notice to elect to enter into an agreement with the Borrower to participate in the proposed offering on the same terms and conditions as set forth in the Borrower's written notice. If the Lender declines to exercise its right of first refusal upon written notice from the Borrower or fails to notify the Borrower within a 10-day period of an election to invoke its right of first refusal, the Borrower shall have a period of 30 days to enter into an agreement with such third party from whom it has received an executed letter of intent for the sale or transfer of the Securities on the exact terms and conditions that were provided to Borrower in the notice. In the event that Borrower does not effect a transfer or sale of the Securities within the specified thirty-day period, the Lender's right of first refusal shall continue to be applicable to any subsequent sale or transfer of the Securities by the Borrower.

4.5. Approval of Equity and Debt Issuances. Borrower and its subsidiaries and affiliates shall not issue any securities, including options to purchase securities, or take on any debt (other than the debt reflected by the Note and trade payables incurred in the ordinary course of business), without Lender's prior written approval, which approval shall be given in Lender's sole and absolute discretion.

4.6 [Intentionally Deleted]

4.7 Security Agreements. In connection with the Loan made pursuant to this Agreement, the Note shall be secured by a first and best lien in all of the assets of the Borrower and its subsidiaries and affiliates, including the shares of capital stock and membership interest in Popmail Network, Inc., Fan Asylum, Inc. and Café Odyssey, LLC (collectively, the "Collateral"); except for the Collateral set forth in Item 4.7 of the Disclosure Schedule, which Lender shall have a lien and security interest in, which shall be subordinated only to those persons or entities identified in Item 4.7 of the Disclosure Schedule. Borrower and its subsidiaries and affiliates shall execute and deliver security agreements, financing statements, pledge agreements and all other instruments and agreements required by Lender that provide for a grant by Borrower and its subsidiaries and affiliates to Lender of a security interest in all of the Collateral. Borrower shall take all other steps necessary to keep such security interest in Lender perfected and shall take no action to subordinate Lender's security interest to any other person or entity without Lender's prior written approval.

4.8 Default Under Loan Document. In the event that a default shall exist under any of the Loan Documents, Lender shall be authorized to proceed with any and all remedies available to Lender thereunder. A default under any of the Loan Documents shall constitute a default under each other Loan Document and shall entitle Lender to pursue any and all remedies under each or any of the Loan Documents.

9. Reserving Common Stock For Issuance. The Borrower shall at all times while the Warrants or the Lender's conversion and purchase rights as set forth in the Note are outstanding, reserve and keep available out of its authorized but unissued stock, such number of duly authorized Common Stock as shall be sufficient to effect the conversion rights and purchase rights under the Note and Warrants in accordance with their respective terms.
10. Reclassification of Common Stock. The Borrower covenants and agrees that in the event its present Common Stock shall be reclassified, split, combined or otherwise changed, or in case of any consolidation or merger of the Borrower with or into another corporation as a result of which holders of Common Stock become entitled to receive securities or other assets (including cash) with respect to or in exchange for their Common Stock (other than a merger with a subsidiary in which merger the Borrower is the continuing corporation and which does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock) or in case of any sale, lease or conveyance to another corporation of the property of the Borrower as an entirety or substantially as an entirety, the Borrower shall make proper provision as a part of the terms of such reclassification, split, combination, change, consolidation, merger or sale, that the holder of the Warrants and the Note will thereafter be entitled to convert it into the same kind and amount of securities (including in that term, stock of any class or classes) and other assets as may be issuable or distributable by the terms of such reclassification, split, combination, change, consolidation, merger or sale.

4.11 Financial Statements. The Borrower shall: (i) Within 45 days of the end of each quarter, furnish Lender with any and all filings with the Securities and Exchange Commission including but not limited to Form 10Q, and a No Default Certificate in the form which in a form acceptable to Lender; (ii) within 90 days of its fiscal year end, furnish audited copies of the Borrower's balance sheet, income statement, and statement of cash flows as well as a copy of Borrower's Form 10K; and (iii) within 30 days of filing, the Borrower's consolidated federal income tax return.

4.12 Taxes, Assessments and Liabilities. The Borrower shall pay all taxes, assessments, and other liabilities when due, except for those which are contested in good faith. File all required federal, state and local tax returns on a timely basis.

4.13 Notice. The Borrower shall give the Lender prompt notice of any: (i) default of this or any other agreement or contract under which the Borrower or any of its subsidiaries or affiliates are liable; (ii) environmental penalty, claim or dispute involving more than $25,000.00; (iii) litigation, government proceeding or investigation filed or threatened against Borrower or any of its subsidiaries or affiliates, Lender its directors and officers involving more than $25,000.00; (iv) reportable event under ERISA; or (v) material change in the business prospects or financial condition of the Borrower or any of its subsidiaries or affiliates.

4.14 Corporate Existence and Status. Borrower shall maintain its and its subsidiaries' and affiliates' corporate existence and remain in good standing under the laws of each jurisdiction where the Borrower and its subsidiaries or affiliates are duly qualified to conduct its business.

4.15 Protection of Intellectual Property. Borrower and its subsidiaries and affiliates shall take all measures necessary to defend and protect the Intangibles, and not commit or permit any action that may impair the value of the Intangibles.

4.16 Liens. Borrower and its subsidiaries and affiliates shall not create or permit to exist any Encumbrance with respect to the Collateral, except for liens created in favor of the Lender hereunder.

4.17 Compliance with Laws. Borrower and its subsidiaries and affiliates shall keep, observe, satisfy and not suffer violations of any and all laws, statutes, ordinances and/or regulations.

4.18 Operate in the Ordinary Course. Borrower and its subsidiaries and affiliates shall continue to operate their respective businesses in the ordinary and customary course, and not take any actions which materially alter the nature or scope of their respective businesses as conducted on the date of the Closing.

4.19 Further Assurances. Borrower and its subsidiaries and affiliates shall provide Lender with such additional information or documentation as Lender may request from time to time.

4.20 Lender's Attorney's Fees. At the Closing, Borrower shall pay Lender's attorney's fees it has incurred related to the Loan up to a maximum of $10,000.

ARTICLE V

DEFAULT AND REMEDIES

5.1. Events of Default. The occurrence of any one or more of the following events or the existence of one or more of the following conditions shall, upon 30 days written notice to Borrower, constitute an "Event of Default" under this Agreement provided that the events set forth in Sections 5.1(a), 5.1(c), 5.1(f), 5.1(e), 5.1(g), 5.1(h), 5.1(k), 5.1(l) 5.1(n) and 5.1(o) shall constitute an Event of Default immediately upon their occurrence and Lender shall not be required to provide the 30 days' written notice for any such events:

(a) Borrower shall fail to pay when due any installment of principal or interest due under the Note, whether due on the date provided for therein or by acceleration or otherwise, or Borrower shall fail to pay when due any other amounts due under any of the Loan Documents;

(b) Any material breach of a representation or warranty made in writing to Lender by Borrower or its subsidiaries or affiliates made herein, in any Loan Documents or in connection with the making of the Loan;

(c) The breach, default or violation by Borrower or its subsidiaries or affiliates of any obligation, agreement or covenant contained in Loan Documents or any other agreements, certificates or writings executed in connection herewith by Borrower or its subsidiaries or affiliates; unless the same is cued within any applicable grace period;

(d) any material provision of any of the Loan Documents shall at any time for any reason cease to be in full force and effect or shall be declared to be null and void;

(e) any litigation or proceeding is pending which may materially adversely affect the ability of Borrower, its subsidiaries or affiliates to perform its obligations under the Loan Documents;

(f) the failure of the Borrower or its subsidiaries or affiliates to comply with

any other covenants or agreements contained in any of the Loan Documents and not herein specifically referenced, unless the same is cured within any applicable grace period;

(g) a material part of the operations of the Borrower or any of its subsidiaries or affiliates shall cease for a period of thirty days;

(h) the liquidation, termination or dissolution of Borrower or any of its subsidiaries or affiliates;

(i) the occurrence of an event of default (as defined therein) in any of the Loan Documents other than this Agreement;

(j) the occurrence of any of the following transactions concerning the Borrower without the prior written consent of the Lender (which shall be given in its sole and absolute discretion): (i) the acquisition of the Borrower by another entity by means of any transaction or series of related transactions (including, without limitation, the transfer of more than 50% of the voting power of the Borrower, reorganization, merger, consolidation); or (ii) a sale of all or substantially all of the assets of the Borrower; unless the Borrower's shareholders of record as constituted immediately prior to such acquisition or sale will, immediately after such acquisition or sale (by virtue of securities issued as consideration for the Borrower's acquisition or otherwise) hold at least 50% of the voting power of the surviving or acquiring entity;

(k) the issuance of any securities by Borrower's subsidiaries and affiliates without the prior written consent of the Lender;

(l) the occurrence of any of the following transactions concerning the Borrower's subsidiaries or affiliates without the prior written consent of the Lender: (i) the acquisition (in whole or in part) of any subsidiary or affiliate of the Borrower by another entity or person by means of any transaction or series of related transactions (including, without limitation, the stock purchase, stock issuance, reorganization, merger, consolidation); or (ii) a sale of all or substantially all of the assets of the Borrower;

(m) Borrower's Common Stock is de-listed from the Nasdaq National or SmallCap Market Systems; or

(n) if Lender shall reasonably deem itself to be insecure; or

(o) the occurrence of an event which, with notice, lapse of time or both, would constitute a default or event of default under the Loan Agreement dated as of December 1, 2000, as amended, among GSI Ventures, LLC, Borrower, SDKI, PNI, FAI, and COL or the other loan documents relating to such loan.

5.2. Remedies. Upon the occurrence of any Event of Default hereunder as above provided, and at any time thereafter, all principal, interest and other amounts payable under the Note shall, at the option of Lender, become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly waived by Borrower. Lender may proceed with every remedy available at law or in equity or provided for in the Loan Documents or in any other document executed in connection with the Loan, in such order or sequence as Lender may determine in its sole discretion, including concurrently, independently, or successively, and all expenses incurred by Lender in connection with any remedy shall be deemed indebtedness of Borrower to Lender including, but not limited to, reasonable attorneys' fees incurred by Lender.

ARTICLE VI

GENERAL PROVISIONS

6.1. Amendments. No provision or term of the Loan Documents may be amended, modified, revoked, supplemented, waived or otherwise changed except by a written instrument duly executed by the party from whom enforcement is sought.

6.2. Borrower Not Released. Without affecting any obligation of Borrower under this Agreement, Lender without notice or demand may renew, extend or otherwise change the terms and conditions of the Loan.

6.3. Severability. Whenever possible, each provision of the Loan Documents shall be interpreted so as to be effective and valid under New York law. Should any provision, covenant or agreement contained in the Loan Documents be deemed invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions of the Loan Documents shall not be impaired thereby, nor shall the validity, legality or enforceability of any such defective provision be in any way affected or impaired in any other jurisdiction.

6.4. Successors and Assigns Bound; Assignment. The covenants and agreements contained herein shall bind the parties hereto and each of their respective successors and assigns. Borrower may not assign this Agreement without the prior written consent of Lender. Subject to the foregoing restriction, this Agreement shall inure to the benefit of Lender and SDKI, their successors and assigns.

6.5. No Third Party Benefits. This Agreement is made for the sole benefit of Borrower, Lender, PNI, FAO, COL, SDKI and their respective successors and assigns, and no other person or persons shall have any rights or remedies under or by reason of this Agreement.

6.6. Headings. The captions and headings of the paragraphs in the Agreement are for convenience only and are not used to interpret or define the provisions of the Agreement.

6.7. Governing Law. This Agreement and the Loan Documents or any other documents executed in connection with the loan shall be governed by and interpreted in accordance with the laws of the State of New York, without regard to New York's conflict of laws principles.

6.8. Conflict. Should any provision of any other Loan Documents conflict with any provision of this Agreement, the provision selected by Lender, in its sole discretion, shall govern and shall be controlling.

6.9 Jurisdiction. Borrower, by its execution hereof (i) hereby irrevocably submits to the exclusive jurisdiction of the State of New York and to the exclusive jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, the Collateral or the Loan Documents or the subject matter hereof or thereof brought by Lender, any holder of the obligations of Borrower under the Loan Documents or their respective successors or assigns, and (ii) agrees not to assert, by way of motion, as a defense or otherwise, in any such proceeding, any claim that Borrower is not subject personally to the jurisdiction of the above-named courts, that Borrower's property is exempt or immune from attachment or execution, that any such proceeding brought in one of the above-named courts is brought in an inconvenient forum, that the venue of any such proceeding brought in one of the above-named courts in improper, or that this Agreement, the Collateral or any of the Loan Documents, or the subject matter hereof or thereof, may not be enforced in or by such court.

6.10 Waiver of Jury. LENDER AND BORROWER HEREBY VOLUNTARILY, KNOWINGLY AND INTENTIONALLY WAIVE ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING UNDER THIS AGREEMENT OR CONCERNING THE LOAN DOCUMENTS AND/OR ANY COLLATERAL CONTEMPLATED THEREBY, REGARDLESS OF WHETHER SUCH ACTION OR PROCEEDING CONCERNS ANY CONTRACTUAL OR TORTIOUS OR OTHER CLAIM. BORROWER ACKNOWLEDGES THAT THIS WAIVER OF JURY TRIAL IS A MATERIAL INDUCEMENT TO LENDER IN EXTENDING CREDIT, THAT LENDER WOULD NOT HAVE EXTENDED SUCH CREDIT WITHOUT THIS JURY TRIAL WAIVER, AND THAT BORROWER HAS BEEN REPRESENTED BY AN ATTORNEY OR HAS HAD AN OPPORTUNITY TO CONSULT WITH AN ATTORNEY IN CONNECTION WITH THIS JURY TRIAL WAIVER AND UNDERSTANDS THE LEGAL EFFECT OF THIS WAIVER.

6.11 Obligations of Subsidiaries of Borrower. PNI, FAI and COL all acknowledge and agree that each of them shall be bound by Section 4.8 and all obligations, covenants, representations and warranties that reference any subsidiary or affiliate of Borrower as if such obligations, covenants, representations and warranties were fully made by them. PNI, FAI and COL further acknowledge and agree that each of them shall receive a material benefit from the Loan received by Borrower from Lender because without it, PNI, FAI and COL would no longer be able to continue their business as currently operated. The obligations of PNI, FAI and COL hereunder were a material inducement to Lender to enter into this Agreement.

6.12 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall de deemed to be an original but all of which together will constitute one and the same instrument. This Agreement may be executed by facsimile signatures which shall have the same force and effect as original signatures.

6.13 Entire Agreement. This Agreement and all documents and agreements referred to in this Agreement supersede all prior understandings, agreements and discussions between the parties concerning this subject matter, with such prior understandings, agreements and discussions between the parties being merged into this Agreement, and constitutes the entire agreement between the parties with regard to this subject matter.

6.14 Survival. All of the obligations, covenants, representations and warranties of Borrower and its subsidiaries and affiliates shall survive the Closing and any subsequent Closing.

ARTICLE VII

CONDITIONS TO THE CLOSING

7.1 The obligation of Lender to complete the Closing is subject to the satisfaction of each of the following conditions:

(i) Receipt of certified resolutions of Borrower and its subsidiaries and affiliates authorizing the Loan and the grant of the security interest in the Collateral to Lender;

(ii) Execution of the Loan Documents by Borrower and its subsidiaries and affiliates, including the Note representing the proceeds being disbursed at the Closing;

(iii) Receipt of Borrower's certified resolutions authorizing the issuance and reservation of shares of Common Stock upon the exercise of the Warrants and the conversion rights set forth in the Note in a form satisfactory to Lender.

[Signature Page to Follow]

IN WITNESS WHEREOF, the parties hereto executed this Loan Agreement as of the date first written above.

BORROWER:

POPMAIL.COM, INC.,

By:

Its:___________________________

PMI:

POPMAIL NETWORK, INC.

By:

Its:___________________________

LENDER:

THE SHAAR FUND LTD.,

By: Shaar Advisory Services, N.V. (the advisor to The Shaar Fund Ltd.)

By:
Name: W.J.Langeveld
Title: Managing Director

FAI:

FAN ASYLUM, INC.

By:

Its:___________________________

SDKI:

SDK INVESTMENTS, INC.,

By:

Stephen D. King

President

COL:

CAFE ODYSSEY, LLC

By:

Its:___________________________

DISCLOSURE SCHEDULE

ITEM 3.1 SUBSIDIARIES AND AFFILIATES

ITEM 3.6 LITIGATION

ITEM 3.14 NAMES OF BUSINESSES; ADDRESSES WHERE COLLATERAL LOCATED; PRINCIPAL OFFICE ADDRESS OF BORROWER, SUBSIDIARIES AND AFFILIATES

ITEM 3.15 CONTINGENT LIABILITIES

ITEM 4.7 ENCUMBRANCES ON COLLATERAL

113679.5

SCHEDULE 3.1

Subsidiaries and Affiliates

1. Fan Asylum, Inc.
2. Popmail Network, Inc.
3. Cafe Odyssey, LLC

Schedule 3.6

Litigation

The Company entered into a bridge loan transaction on or about October 6, 2000, in which it issued a promissory note in favor of Great Western Business Services in the principal amount of $600,000. The note was payable in 30 days and was secured by certain computer equipment owned by the Company. Additionally, the lender obtained a "contingent" security interest in the Company's units of Cafe Odyssey, LLC, which vested upon an event of default thereunder. The Company has failed to repay the note and the lender has recently given the Company notice of such default. Additionally, the lender has informed the Company that it intends to retrieve the collateral as soon as is practicable. The lender has not given any notice or otherwise communicated to the Company its intentions with respect to its interest in the Cafe Odyssey units. Cafe Odyssey, LLC currently has no assets.

On September 13, 2000, the Company received a Nasdaq Staff Determination which indicates that the Company fails to comply with its common stock maintaining a minimum bid price of $1.00 over the previous 30 consecutive trading days as required by Marketplace Rule 4310 (c)(4). Therefore, in accordance with Marketplace Rule 4310 (c)(8)(B), PopMail.com was provided 90 calendar days, or until December 12, 2000 to regain compliance with the Rule for continued listing. There can be no assurances the Panel will grant the Company's request for continued listing. The Company has requested a hearing with Nasdaq to appeal its determination to delist the Company's common stock, which is scheduled for January 11, 2001.

On August 9, 2000, a lawsuit was filed against Fan Asylum, Inc. and Tim McQuaid relating to an automobile accident. The plaintiff in the action seeks damages in excess of $25,000. The Company has no other information concerning this matter at the present time.

Schedule 3.14

Names of Businesses and Addresses

1. Fan Asylum, Inc.

1250 Folsom Street

San Francisco, CA 94103

2. Popmail Network, Inc.

1333 Corporate Drive, Suite 350

Irving, TX 75038

3. Café Odyssey, LLC

500 16^th St. Suite 350

Denver, CO 80202

4. Cafe Odyssey

320 South Avenue

Mall of America

Bloomington, MN 55425

Schedule 3.15

Contingent Liabilities

The Kenwood Restaurant opened in December 1996 under the name Hotel Discovery and was closed by the Company in August 1999. In November 1999, the Company assigned the related lease (described below) in connection with the pending sale of restaurant assets to a third party, who subsequently reopened the restaurant under another name and continues to operate the same. The property is approximately 17,000 square feet in size on three levels and is located at the northeast corner of Sycamore Plaza at Kenwood Shopping Center in Cincinnati, Ohio. Although the third party has paid all payments due under the lease since November 1999, the Company remains primarily obligated under the lease.

The initial term of the lease is 15 years with an option for two additional five-year periods. The lease provides for the payment of both a monthly fixed minimum rent and a percentage rent based on gross sales in excess of an escalating base amount. The monthly fixed minimum rent is $12,833 for the first five years of the initial lease term, $14,117 for the sixth through tenth years of the initial lease term, $15,400 for the eleventh through fifteenth years of the initial lease term.

In addition to the fixed minimum rent, the lease provides for the payment of a percentage rent equal to 4% of the gross sales from the restaurant in excess of the following annual gross sales amounts; $3,850,000 for the first five years of the initial lease term, $4,235,000 for the sixth through tenth years of the initial lease term, $4,620,000 for the eleventh through fifteenth years of the initial lease term. No percentage rent was paid in 1998 or 1999. In addition to the fixed minimum rent and percentage rent, the Company is required to pay its proportionate share of common area maintenance costs; taxes, insurance, maintenance and operating costs.

Schedule 4.7

Encumbrances

See Schedule 3.6.

EX-10.61

Exhibit 10.61

NEITHER THIS NOTE NOR THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREUNDER HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION (TOGETHER, THE "SECURITIES LAWS") AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OR ENCUMBERED IN THE ABSENCE OF COMPLIANCE WITH SUCH SECURITIES LAWS AND UNTIL THE COMPANY (AS DEFINED HEREIN) THEREOF SHALL HAVE RECEIVED AN OPINION FROM COUNSEL REASONABLY ACCEPTABLE TO IT THAT THE PROPOSED DISPOSITION WILL NOT VIOLATE ANY APPLICABLE SECURITIES LAWS.

POPMAIL.COM, INC.

CONVERTIBLE PROMISSORY NOTE

WITH COGNOVIT PROVISION

Irving, Texas

$200,000.00 December 21, 2000

THIS CONVERTIBLE PROMISSORY NOTE (the "Note") is a duly authorized Convertible Promissory Note of PopMail.com., inc., a corporation duly organized and existing under the laws of the State of Minnesota (the "Company"), designated as its 12% Convertible Promissory Note Due January 5, 2002, in an aggregate principal amount not exceeding U.S. $200,000 (the "Note").

FOR VALUE RECEIVED, the Company promises to pay to The Shaar Fund Ltd. ("Holder"), in lawful money of the United States of America, the principal sum of Two Hundred Thousand Dollars ($200,000.00), together with interest in arrears on the unpaid principal balance at a rate equal to Twelve Percent (12%) per annum, in the manner provided below. Interest shall be calculated on the basis of a 360-day year of twelve 30-day months and accrued on a daily basis for the actual number of days elapsed from the date hereof on the principal balance from time to time outstanding as hereinafter provided.

1. Payments.

1.1 Principal and Interest. Accrued interest under this Note shall be due and payable in quarterly installments on February 1, 2001, May 1, 2001, August 1, 2001 and November 1, 2001 and the entire outstanding principal balance of the Note, together with all accrued but unpaid interest thereon, shall be due and payable in full on January 5, 2002 (the "Maturity Date"). Notwithstanding anything to the contrary contained herein, upon Holder's consent, which shall be made in its sole and absolute discretion, Company may pay any portion of the quarterly installments of accrued interest payable hereunder with shares of Company's common stock, par value $.01 per share (the "Common Stock"). The value of the Common Stock used to pay any such quarterly installments of accrued interest shall be determined by the closing sale price of the Common Stock as reported by Nasdaq on the preceding trading day before the quarterly installment is paid.

1.2 Manner of Payment. Except as otherwise provided herein, all payments of principal and interest on this Note shall be made in immediately available funds. If any payment of principal or interest on this Note is due on a day which is not a Business Day, such payment shall be due on the next succeeding Business Day, and such extension of time shall not be taken into account in calculating the amount of interest payable under this Note. "Business Day" means any day other than a Saturday, Sunday or legal holiday in the State of New York.

1.3 Prepayment. The Company may, without premium or penalty, at any time and from time to time, prepay all or any portion of the outstanding principal balance due under this Note, provided that each such prepayment is accompanied by the accrued interest on the amount of principal prepaid calculated to the date of such prepayment. The Company shall provide Holder with not less than fifteen (15) days written notice prior to such prepayment. In the event a transaction described in Section 4.3 hereof is contemplated prior to or contemporaneous with prepayment, said written notice shall include the information specified in the notice made pursuant to Section 4.3 hereof.

1.4 Default Interest. Upon the occurrence of an Event of Default (as defined below), this Note shall accrue interest at a default rate of interest equal to the lesser of 18% per annum or the maximum rate permitted under New York Law.

2. Default.

2.1 Event of Default. The occurrence of any one or more of the following events with respect to Company shall, upon 30 days' written notice to the Company, constitute an event of default hereunder ("Event of Default") provided that, the events set forth in Sections 2.1(a), 2.1(b), 2.1(c) and 2.1(d) shall constitute an Event of Default immediately upon their occurrence and Lender shall not be required to provide the 30 days written notice for any such event:

(a) If Company shall fail to pay when due any payment of principal or interest or other amount due on this Note.

(b) If, pursuant to or within the meaning of the United States Bankruptcy Code or any other federal or state law relating to insolvency or relief of debtors (a "Bankruptcy Law"), the Company shall (i) commence a voluntary case or proceeding; (ii) consent to the entry of an order for relief against it in an involuntary case; (iii) consent to the appointment of a trustee, receiver, assignee, liquidator or similar official; (iv) make an assignment for the benefit of its creditors; or (v) admit in writing its inability to pay its debts as they become due.

1. If a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (i) is for relief against the Company in an involuntary case, (ii) appoints a trustee, receiver, assignee, liquidator or similar official for the Company or substantially all of the Company=s properties, or (iii) orders the liquidation of the Company, and in each case the order or decree is not dismissed within 30 days.

(d) If an event of default occurs as defined in that certain Loan Agreement executed on or about December 21, 2000 by and between the Company, Holder, the Company's subsidiaries and SDK Investments, Inc. (the "Loan Agreement") or an event of default occurs as defined in any of the Loan Documents, regardless of whether or not such event of default is caused by Company or any of its subsidiaries or affiliates who are a party to the Loan Agreement or the Loan Documents.

(e) A breach of any obligation or covenant of Company set forth in this Note.

1. Any representation or warranty made in writing to Holder by Company made in this Note or in connection with the making of the Loan shall prove at any time to have been incorrect or materially misleading when made.

2. Notice by the Company. The Company shall notify Holder in writing within five days after the occurrence of any Event of Default of which the Company acquires knowledge.
3. Remedies. Upon the occurrence of any Event of Default hereunder as above provided, and at any time thereafter, all principal, interest and other amounts payable under this Note shall, at the option of Holder, become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly waived by Company. Holder may proceed with every remedy available at law or in equity or provided for in the Loan Documents or in any other document executed in connection with the Loan, in such order or sequence as Holder may determine in its sole discretion, including concurrently, independently, or successively, and all expenses incurred by Holder in connection with any remedy shall be deemed indebtedness of Company to Holder including, but not limited to, reasonable attorneys' fees incurred by Holder.

3. Conversion.

1. Holder Conversion.

1. The Holder shall have the right, at the Holder's option, at any time prior to payment in full of the principal balance of this Note, to convert this Note, in accordance with the provisions of Section 3.2 hereof, in whole or in part, into fully paid and nonassessable shares of Common Stock (the "Common Stock") of the Company. The number of shares of Common Stock into which this Note may be converted ("Conversion Shares") shall be determined by dividing: [A] the sum of (i) the outstanding principal amount of the Note to be converted, (ii) all accrued interest thereon to the date of conversion, and (iii) all other indebtedness Company owes Holder under this Note, by [B] the amount equal to 140% of the "Market Price" of the Common Stock (the "Conversion Price").

(b) Notwithstanding Section 3.1(a), in the event that Company has paid any amount it owes to Holder pursuant to this Note ("Partial Payment"), then from the date of the Partial Payment for a period of 90 days, Holder shall have the right to purchase at a strike price equal to the Conversion Price (the "Purchase Price") a certain number of shares of the Common Stock (the "Purchase Right"). The number of shares of Common Stock that Holder may purchase shall be determined by dividing the Partial Payment by the Conversion Price. For purposes of this Note, any shares of Common Stock that Holder purchases pursuant to its Purchase Right shall be considered Conversion Shares. The Purchase Right may be exercised by Holder, in whole or in part, by written notice to the Company, together with payment by Holder to the Company of the Purchase Price in immediately available funds.

3.2 Conversion Procedure.

(a) Notice of Conversion and Purchase Right Pursuant to Section 3.1. Before the Holder shall be entitled to convert this Note into shares of Common Stock, it shall surrender this Note at the office of the Company and shall give written notice in the form attached hereto as Exhibit A (the "Holder Conversion Notice") to the Company at its principal corporate office, of the election to convert all or a portion of this Note pursuant to Section 3.1(a). If this Note is converted in part only, the Company shall execute and deliver a new note to the Holder thereof in the principal amount equal to the portion of this Note not so converted. Before the Holder may exercise its Purchase Right, it shall give written notice to the Company at its principal corporate office, of its exercise of its Purchase Right pursuant to Section 3.1(b) prior to the expiration of the 90-day period the Purchase Right is available.

1. Mechanics and Effect of Conversion.  No fractional shares of Common Stock shall be issued upon conversion of this Note or exercise of the Purchase Right. Upon the conversion of this Note pursuant to Section 3.1(a) above, the Holder shall surrender this Note, duly endorsed, at the principal office of the Company. At its expense, the Company shall, as soon as practicable after receiving the Holder Conversion Notice or notice of Holder's exercise of its Purchase Right, issue and deliver to such Holder at such principal office a certificate or certificates for the number of shares of Common Stock to which the Holder shall be entitled upon such conversion or purchase (bearing such legends as are required by the Loan Agreement or applicable state and federal securities laws in the opinion of counsel to the Company), together with a new note for the principal amount of the Note that was not converted, if any. Upon conversion of all or a portion of this Note, the Company shall be forever released from all its obligations and liabilities under this Note, to the extent of the principal amount so converted.
2. Market Price. The term "Market Price" shall mean the lower of (i) the lowest trade of the Company's Common Stock as reported by Nasdaq or (ii) the lowest price for which the Company sells a share of Common Stock, each determined during the period commencing thirty (30) days prior to the date of the Closing and ending thirty (30) days after the date of the Closing.

3.3 Limitations on Conversion. Unless the Company shall have obtained the approval of its voting shareholders to such issuance in accordance with the rules of Nasdaq or any other stock market rules with which the Company shall be required to comply, but only to the extent required thereby, the Company shall not issue shares of its Common Stock (i) upon conversion of any of the principal sum outstanding hereunder, or (ii) as interest on the principal sum due hereunder, if such issuance of Common Stock, when added to the number of shares of Common Stock previously issued by the Company (x) upon conversion of the principal sum due under the Note and (y) in payment of interest due under the Note, would equal or exceed 20 percent of the number of shares of the Company's Common Stock that were issued and outstanding on the date hereof (the "Maximum Issuance Amount"). In the event that a properly executed Holder Conversion Notice is received by the Company which would require the Company to issue shares of Common Stock equal to or in excess of the Maximum Issuance Amount, the Company shall honor such conversion request by (a) converting the amount of the principal and interest stated in such conversion notice that is not in excess of the Maximum Issuance Amount and (b) paying the remaining principal and interest due requested by Holder to be converted; provided that, Company shall first use its best efforts to obtain as soon as practicable after obtaining a Holder Conversion Notice the approval of its voting shareholders to issue Conversion Shares in excess of the Maximum Issuance Amount.

4. Anti-Dilution Adjustments.

4.1 Adjustments for Stock Splits and Subdivisions. In the event the Company should at any time or from time to time after the date of issuance hereof fix a record date for the effectuation of a split or subdivision of the outstanding shares of Common Stock or the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in additional shares of Common Stock or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly, additional shares of Common Stock (hereinafter referred to as "Common Stock Equivalents") without payment of any consideration by such holder for the additional shares of Common Stock or the Common Stock Equivalents (including the additional shares of Common Stock issuable upon conversion or exercise thereof), then, as of such record date (or the date of such dividend distribution, split or subdivision if no record date is fixed), the Conversion Price of this Note shall be appropriately decreased so that the number of shares of Common Stock issuable upon conversion of this Note shall be increased in proportion to such increase of outstanding shares.

4.2 Adjustments for Reverse Stock Splits. If the number of shares of Common Stock outstanding at any time after the date hereof is decreased by a combination of the outstanding shares of Common Stock through a reverse stock split, then, following the record date of such combination, the Conversion Price for this Note shall be appropriately increased so that the number of shares of Common Stock issuable on conversion of this Note shall be decreased in proportion to such decrease in outstanding shares.

4.3 Adjust for Reorganization, Reclassification, Merger and Sale. If any capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation shall be effected in such a way that holders of the Company's Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for such common shares, then, as a condition of such reorganization, reclassification, consolidation, merger or sale, the Holder shall have the right to convert and receive upon the basis and upon the terms and conditions specified in this Note and in lieu of the shares of the Common Stock of the Company immediately theretofore convertible and receivable upon the exercise of the rights represented hereby, such shares of stock, other securities or assets as would have been issued or delivered to the Holder as if it had exercised this Note and had received such shares of common stock prior to such reorganization, reclassification, consolidation, merger or sale. The Company shall not effect any such consolidation, merger or sale, unless prior to the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume by written instrument executed and mailed to the registered Holder of this Note at the last address of such Holder appearing on the books of the Company, the obligation to deliver to such Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such Holder may be entitled to convert.

4.4 Other Adjustment. If the Company takes any other action, or if any other event occurs which does not come within the scope of the provisions of Sections 4.1 through 4.3, but which should result in an adjustment in the Conversion Price and/or the number of shares subject to this Note in order to fairly protect the purchase rights of the Holder, an appropriate adjustment in such purchase rights shall be made by the Company.

4.5 Reservation of Stock Issuable Upon Conversion. The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock solely for the purpose of effecting the issuance of the Conversion Shares such number of its shares of Common Stock as shall from time to time be sufficient to issue the Conversion Shares; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the issuance of the Conversion Shares, in addition to such other remedies as shall be available to the holder of this Note, the Company will use its best efforts to take such corporate action as may, in the opinion of Holder's counsel, be necessary to increase its authorized but unissued shares to such number of shares as shall be sufficient for such purposes.

5. Miscellaneous.

5.1 Waiver. The rights and remedies of Holder under this Note shall be cumulative and not alternative. No waiver by Holder of any right or remedy under this Note shall be effective unless in a writing signed by Holder. Neither the failure nor any delay in exercising any right, power or privilege under this Note will operate as a waiver of such right, power or privilege and no single or partial exercise of any such right, power or privilege by Holder will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. To the maximum extent permitted by nonwaivable applicable law, (a) no claim or right of Holder arising out of this Note can be discharged by Holder, in whole or in part by a waiver or renunciation of the claim or right unless in a writing, signed by Holder; (b) no waiver that may be given by Holder will be applicable except in the specific instance for which it is given; and (c) no notice to or demand on the Company will be deemed to be a waiver of any obligation of the Company or of the right of Holder to take further action without notice or demand as provided in this Note. The Company hereby waives presentment, demand, protest and notice of dishonor and protest.

5.2 Notices. The Company shall give any notice required or permitted to be given hereunder to the Holder or the Holder to the Company in accordance with the Loan Agreement.

5.3 Severability. If any court of competent jurisdiction holds any provision in this Note invalid or unenforceable, the other provisions of this Note will remain in full force and effect. Any provision of this Note held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

5.4 Governing Law. This Note will be governed by the laws of the State of New York without regard to conflicts of laws principles.

5.5 Parties in Interest; Assignment. This Note shall bind the Company and its successors and assigns. Subject to the provisions of the legend on this Note, the Holder may assign this Note upon providing Company notice of such assignment.

6. Section Headings, Construction. The headings of Sections in this Note are provided for convenience only and will not affect its construction or interpretation. All references to "Section" or "Sections" refer to the corresponding Section or Sections of this Note unless otherwise specified.

5.7 Capitalized Terms. All capitalized terms used in this Note and not defined herein shall have the same meaning as in the Loan Agreement.

5.8 Gender. All words used in this Note will be construed to be of such gender or number, as the circumstances require. Unless otherwise expressly provided, the words "hereof" and "hereunder" and similar references refer to this Note in its entirety and not to any specific section or subsection hereof.

5.9 JURY WAIVER. THE UNDERSIGNED AND HOLDER (BY ITS ACCEPTANCE HEREOF) HEREBY VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE (WHETHER BASED UPON CONTRACT TORT OR OTHERWISE) BETWEEN OR AMONG THE UNDERSIGNED AND HOLDER ARISING OUT OF OR IN ANY WAY RELATED TO THIS DOCUMENT, ANY OTHER RELATED DOCUMENT, OR ANY RELATIONSHIP BETWEEN HOLDER AND THE UNDERSIGNED. THIS PROVISION IS A MATERIAL INDUCEMENT TO HOLDER TO PROVIDE THE FINANCING DESCRIBED HEREIN OR IN THE OTHER LOAN DOCUMENTS.

5.10 Jurisdiction. Company, by its execution hereof (i) hereby irrevocably submits to the exclusive jurisdiction of the State of New York and to the exclusive jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Note, the Loan Agreement or any Loan Document or the subject matter hereof or thereof brought by Holder or its successors or assigns, and (ii) agrees not to assert, by way of motion, as a defense or otherwise, in any such proceeding, any claim that Company is not subject personally to the jurisdiction of the above-named courts, that Company's property is exempt or immune from attachment or execution, that any such proceeding brought in one of the above-named courts is brought in an inconvenient forum, that the venue of any such proceeding brought in one of the above-named courts in improper, or that this Note, the Loan Agreement or any Loan Document, or the subject matter hereof or thereof, may not be enforced in or by such court.

CONFESSION OF JUDGMENT. UPON AN EVENT OF DEFAULT, COMPANY HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY-AT-LAW TO APPEAR IN ANY COURT OF RECORD AND TO CONFESS JUDGMENT AGAINST COMPANY FOR THE UNPAID AMOUNT OF THIS NOTE, PLUS ATTORNEYS' FEES AS PROVIDED IN THIS NOTE, PLUS COSTS OF SUIT, AND TO RELEASE ALL ERRORS, AND WAIVE ALL RIGHTS OF APPEAL. IF A COPY OF THE NOTE, VERIFIED BY AN AFFIDAVIT, SHALL HAVE BEEN FILED IN THE PROCEEDING, IT WILL NOT BE NECESSARY TO FILE THE ORIGINAL AS A WARRANT OF ATTORNEY. COMPANY WAIVES THE RIGHT TO ANY STAY OF EXECUTION AND THE BENEFIT OF ALL EXEMPTION LAWS NOW OR HEREAFTER IN EFFECT. NO SINGLE EXERCISE OF THE FOREGOING WARRANT AND POWER TO CONFESS JUDGMENT WILL BE DEEMED TO EXHAUST THE POWER, WHETHER OR NOT ANY SUCH EXERCISE SHALL BE HELD BY ANY COURT TO BE INVALID, VOIDABLE, OR VOID; BUT THE POWER WILL CONTINUE UNDIMINISHED AND MAY BE EXERCISED FROM TIME TO TIME AS HOLDER MAY ELECT UNTIL ALL AMOUNTS OWING ON THIS NOTE HAVE BEEN PAID IN FULL.

WARNING - BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE.

IN WITNESS WHEREOF, the Company has executed and delivered this Note as of the date first stated above.

POPMAIL.COM, INC.

By:______________________________

Title:____________________________

Acknowledged and agreed to this

21^st day of December, 2000.

THE SHAAR FUND LTD.,

By: Shaar Advisory Services, N.V.
(the advisor to The Shaar Fund Ltd.)

By:

Name: W. J. Langeveld
Title: Managing Director

EXHIBIT A

NOTICE OF CONVERSION

AT THE ELECTION OF THE HOLDER

(To Be Signed Only Upon Conversion of Note)

TO POPMAIL.COM, INC.

The undersigned, the holder of the foregoing Note, hereby surrenders such Note for conversion into shares of Common Stock of POPMAIL.COM, INC., to the extent of $_____ of the unpaid principal amount of such Note, and requests that the certificates for such shares be issued in the name of, and delivered to, ______________ whose address is ________________________________.

Dated: __________________________________

_________________________________

(Signature must conform in all respects to

name of holder as specified on the face of

the Note)

_________________________________

(Address)

EX-10.62

Exhibit 10.62

AMENDMENT NO. 2 TO THE LOAN AGREEMENT AND NOTES

This Amendment No. 2 to the Loan Agreement and Notes is entered into on February 8, 2001 by and among GSI Ventures, LLC, an Ohio limited liability company ("Lender") PopMail.com, inc., a Minnesota corporation (the "Borrower"), SDK Investments, Inc., an Ohio corporation ("SDKI"), PopMail Network, Inc., a Texas corporation ("PNI"), Fan Asylum, Inc., a California corporation ("FAI"), Café Odyssey, LLC, a Minnesota limited liability company ("COL") to amend (i) that certain Loan Agreement dated December 1, 2000, as amended on December 8, 2000, by and between the parties hereto, and (ii) the Notes (as defined below).

In consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereby covenant and agree as follows:

1. Amendment to Agreement. The parties do hereby agree to amend the Agreement as follows:
1. New Section 2.4. A new Section 2.4 is hereby added to the Agreement immediately following Section 2.3 and reads as follows:

1. Particular Provisions in the Warrants. The Lender Warrant issued pursuant to this Agreement shall include a provision that, at the sole discretion of the Lender, allows for the issuance of shares of Common Stock to the members of the Lender upon exercise of the Lender Warrant. All Warrants issued pursuant to this Agreement shall have a provision substantially similar to the following:

Notwithstanding anything herein to the contrary, in no event shall the holder be permitted to exercise this Warrant for shares of Common Stock to the extent that (x) the number of shares of Common Stock beneficially owned by such Holder (other than shares of Common Stock issuable upon exercise of this Warrant) plus (y) the number of shares of Common Stock issuable upon exercise of this Warrant, would be equal to or exceed 4.9% of the number of shares of Common Stock then issued and outstanding, including shares issuable upon exercise of this Warrant held by such holder after application of this Section ___. As used herein, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act. To the extent that the limitation contained in this Section ___ applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the holder) and of which a portion of this Warrant is exercisable shall be in the sole discretion of such holder, and the submission of a Notice of Exercise shall be deemed to be such holder's determination of whether this Warrant is exercisable (in relation to other securities owned by such holder) and of which portion of this Warrant is exercisable, in each case subject to such aggregate percentage limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. Nothing contained herein shall be deemed to restrict the right of a holder to exercise this Warrant into shares of Common Stock at such time as such exercise will not violate the provisions of this Section ___. The provisions of this Section ___ may be waived by the Holder of this Warrant upon, at the election of the Holder, with 61 days' prior notice to the Company, and the provisions of this Section ___ shall continue to apply until such 61^st day (or such later date as may be specified in such notice of waiver). No exercise of this Warrant in violation of this Section ___ but otherwise in accordance with this Warrant shall affect the status of the Common Stock issued upon such exercise as validly issued, fully-paid and nonassessable.

1. New Section 1.7. A new Section 1.7 is added to the Agreement immediately following Section 1.6, and reads as follows:

Limitations on Issuance of Common Stock. The Notes issued pursuant to this Agreement shall include a provision substantially similar to the following:

Notwithstanding anything herein to the contrary, in no event shall the Holder be permitted to receive Conversion Shares upon exercising its conversion rights or Common Stock as payment for accrued interest on this Note (collectively referred to as "Conversion Rights") to the extent that (x) the number of shares of Common Stock beneficially owned by the Holder (other than shares of Common Stock issuable upon exercise of Holder's Conversion Rights) plus (y) the number of shares of Common Stock issuable upon exercise of the Holder's Conversion Rights, would be equal to or exceed 4.9% of the number of shares of Common Stock then issued and outstanding, including shares issuable upon exercise of the Holder's Conversion Rights after application of this Section ___. As used herein, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange Act"). To the extent that the limitation contained in this Section ___ applies, the determination of whether Holder may exercise its Conversion Rights (in relation to other securities owned by the Holder) and of which a portion of the Conversion Rights are exercisable shall be in the sole discretion of the Holder, and the submission of a Holder Conversion Notice (or written notice in the case of payment of accrued interest in shares of Common Stock) shall be deemed to be the Holder's determination of whether the Conversion Rights are exercisable (in relation to other securities owned by the Holder) and of which portion of the Conversion Rights are exercisable, in each case subject to such aggregate percentage limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. Nothing contained herein shall be deemed to restrict the right of the Holder to exercise its Conversion Rights at such time as such exercise will not violate the provisions of this Section ___. The provisions of this Section ___ may be waived by the Holder upon, at the election of the Holder, 61 days' prior notice to the Company, and the provisions of this Section ___ shall continue to apply until such 61^st day (or such later date as may be specified in such notice of waiver). No exercise of the Conversion Rights in violation of this Section ___ but otherwise in accordance with this Note shall affect the status of the Common Stock issued upon such exercise as validly issued, fully-paid and nonassessable.

1. Amendment To Notes. Those certain series of Convertible Promissory Notes With Cognovit Provision issued by the Company pursuant to the Agreement and dated December 1, 2000 in the amount of $400,000, December 8, 2000 in the amount of $100,000, December 13, 2000 in the amount of $100,000 and December 15, 2000 in the amount of $100,000 (collectively the "Notes" or individually as a "Note") are hereby amended as follows:
1. New Section 3.4. A new Section 3.4 is added to the Notes immediately following Section 3.3, which shall read as follows:

Limitations on Issuance of Common Stock. Notwithstanding anything herein to the contrary, in no event shall the Holder be permitted to receive Conversion Shares upon exercising its conversion rights or Common Stock as payment for accrued interest on this Note (collectively referred to as "Conversion Rights") to the extent that (x) the number of shares of Common Stock beneficially owned by the Holder (other than shares of Common Stock issuable upon exercise of Holder's Conversion Rights) plus (y) the number of shares of Common Stock issuable upon exercise of the Holder's Conversion Rights, would be equal to or exceed 4.9% of the number of shares of Common Stock then issued and outstanding, including shares issuable upon exercise of the Holder's Conversion Rights after application of this Section 3.4. As used herein, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange Act"). To the extent that the limitation contained in this Section 3.4 applies, the determination of whether Holder may exercise its Conversion Rights (in relation to other securities owned by the Holder) and of which a portion of the Conversion Rights are exercisable shall be in the sole discretion of the Holder, and the submission of a Holder Conversion Notice (or written notice in the case of payment of accrued interest in shares of Common Stock) shall be deemed to be the Holder's determination of whether the Conversion Rights are exercisable (in relation to other securities owned by the Holder) and of which portion of the Conversion Rights are exercisable, in each case subject to such aggregate percentage limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. Nothing contained herein shall be deemed to restrict the right of the Holder to exercise its Conversion Rights at such time as such exercise will not violate the provisions of this Section 3.4. The provisions of this Section 3.4 may be waived by the Holder upon, at the election of the Holder, 61 days' prior notice to the Company, and the provisions of this Section 3.4 shall continue to apply until such 61^st day (or such later date as may be specified in such notice of waiver). No exercise of the Conversion Rights in violation of this Section 3.4 but otherwise in accordance with this Note shall affect the status of the Common Stock issued upon such exercise as validly issued, fully-paid and nonassessable.

2. Section 3.2(c). Section 3.2(c) is hereby amended and superceded in its entirety with the following:

(c) Market Price. The term "Market Price" shall mean $.125.

2. Capitalized Terms. All capitalized terms not otherwise defined herein shall have the same meaning as in the Agreement or the Notes.

<SIGNATURE PAGE TO FOLLOW>

In Witness Whereof, the parties hereto have executed this Amendment No 2 to the Loan Agreement and Notes as of the date first written above.

BORROWER:

POPMAIL.COM, INC.,

By:

Its:___________________________

PMI:

POPMAIL NETWORK, INC.

By:

Its:___________________________

LENDER:

GSI VENTURES, LLC,

By: SDK INVESTMENTS, INC., Manager

By:___________________________________

Stephen D. King

President

FAI:

FAN ASYLUM, INC.

By:

Its:___________________________

SDKI:

SDK INVESTMENTS, INC.,

By:

Stephen D. King

President

COL:

CAFE ODYSSEY, LLC

By:

Its:___________________________







EX-10.63 35 exh1063.htm EXHIBIT

Exhibit 10.63

STOCK PURCHASE AGREEMENT

BETWEEN

TIM McQUAID

AND

PopMail.com, inc.

February 14, 2001

STOCK PURCHASE AGREEMENT

This Agreement entered into as of February 14, 2001, by and among PopMail.com, inc., a Minnesota corporation ("Seller" and/or "Shareholder"), and Tim McQuaid ("Buyer"). The Seller and Buyer are referred to collectively herein as the "Parties," and individually as a "Party."

The Seller owns all of the outstanding capital stock of Fan Asylum, Inc., a California corporation (the "Target").

This Agreement contemplates a transaction in which the Buyer will purchase from the Seller, and the Seller will sell to the Buyer, all of the outstanding capital stock of the Target in return for cash and the other consideration set forth herein.

1. Definitions.

"Adverse Consequences" means all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, reasonable amounts paid in settlement, liabilities, obligations, taxes, liens, losses, expenses, and fees, including court costs and reasonable attorneys' fees and expenses.

"Affiliate" has the meaning set forth in Rule 12b-2 of the regulations promulgated under the Securities Exchange Act.

"Affiliated Group" means any affiliated group within the meaning of Code 1504(a) or any similar group defined under a similar provision of state, local or foreign law.

"Allocable Portion" means with respect to the share of any Seller in a particular amount that fraction equal to the number of Target Shares the Seller holds as set forth in 4(b) of the Disclosure Schedule over the total number of outstanding Target Shares.

"Buyer" has the meaning set forth in the preface above.

"Cash" means cash and cash equivalents (including marketable securities and short term investments) calculated in accordance with GAAP applied on a basis consistent with the preparation of the Financial Statements.

"Closing" has the meaning set forth in 2(f) below.

"Closing Date" has the meaning set forth in 2(f) below.

"COBRA" means the requirements of Part 6 of Subtitle B of Title I of ERISA and Code 4980B.

"Code" means the Internal Revenue Code of 1986, as amended.

"Confidential Information" means any information concerning the businesses and affairs of the Target that is not already generally available to the public.

"Employee Benefit Plan" means any (a) nonqualified deferred compensation or retirement plan or arrangement, (b) qualified defined contribution retirement plan or arrangement which is an Employee Pension Benefit Plan, (c) qualified defined benefit retirement plan or arrangement which is an Employee Pension Benefit Plan (including any Multiemployer Plan), or (d) Employee Welfare Benefit Plan or material fringe benefit or other retirement, bonus, or incentive plan or program.

"Employee Pension Benefit Plan" has the meaning set forth in ERISA 3(2).

"Employee Welfare Benefit Plan" has the meaning set forth in ERISA 3(1).

"Environmental, Health, and Safety Requirements" shall mean all federal, state, local and foreign statutes, regulations, and ordinances concerning public health and safety, worker health and safety, and pollution or protection of the environment, including without limitation all those relating to the presence, use, production, generation, handling, transportation, treatment, storage, disposal, distribution, labeling, testing, processing, discharge, release, threatened release, control, or cleanup of any hazardous materials, substances or wastes, as such requirements are enacted and in effect on or prior to the Closing Date.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended.

"ERISA Affiliate" means each entity which is treated as a single employer with Seller for purposes of Code 414.

"GAAP" means United States generally accepted accounting principles as in effect from time to time.

"Income Tax" means any federal, state, local, or foreign income tax, including any interest, penalty, or addition thereto, whether disputed or not.

"Income Tax Return" means any return, declaration, report, claim for refund, or information return or statement relating to Income Taxes, including any schedule or attachment thereto.

"Knowledge" means actual knowledge without independent investigation.

"Multiemployer Plan" has the meaning set forth in ERISA 3(37).

"Ordinary Course of Business" means the ordinary course of business consistent with part custom and practice (including with respect to quantity and frequency).

"Party" has the meaning set forth in the preface above.

"PBGC" means the Pension Benefit Guaranty Corporation.

"Person" means an individual, a partnership, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, or a governmental entity (or any department, agency, or political subdivision thereof).

"Purchase Price" has the meaning set forth in 2(b) below.

"Reportable Event" has the meaning set forth in ERISA 4043.

"Securities Act" means the Securities Act of 1933, as amended.

"Securities Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Security Interest" means any mortgage, pledge, lien, encumbrance, charge, or other security interest, other than (a) mechanic's, materialmen's, and similar liens, (b) liens for taxes not yet due and payable or for taxes that the taxpayer is contesting in good faith through appropriate proceedings, (c) purchase money liens and liens securing rental payments under capital lease arrangements, and (d) other liens arising in the Ordinary Course of Business and not incurred in connection with the borrowing of money.

"Seller" has the meaning set forth in the preface above.

"Subsidiary" means any corporation with respect to which a specified Person (or a Subsidiary thereof) owns a majority of the common stock or has the power to vote or direct the voting of sufficient securities to elect a majority of the directors.

"Target" has the meaning set forth in the preface above.

"Target Share" means any share of the Common Stock of the Target.

"Third Party Claim" has the meaning set forth in 8(d) below.

2. Purchase and Sale of Target Shares.

(a) Basic Transaction. On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, the Seller agrees to sell to the Buyer, all of its Target Shares for the consideration specified below in this 2.

(b) Purchase Price. The Buyer agrees to pay to the Seller at the Closing the "Purchase Price" by delivery of (i) $100,000 in cash by wire transfer or other delivery of immediately available funds (disbursement of which is subject to post-closing covenants as described herein), (ii) the forfeiture of all rights to receive additional PopMail stock, beyond the 87,673 shares purchased on or about October 12, 2000 which are currently in escrow and to which he is currently entitled and (iii) the release of all claims against Seller, Seller's subsidiaries, past and present officers and directors of Seller and Seller's subsidiaries, and agents, attorneys, consultants and employees of Seller. In addition, (A) McQuaid shall not be entitled to the 280,000 earn-out shares or any shares which would otherwise be issued in connection with his reset rights under the agreement by which PopMail.com, inc. bought the shares of Fan Asylum and (B) PopMail.com, inc. shall have a 15% carried interest in Target, such that if Target shall be sold before January 31, 2004, PopMail.com, inc. shall receive 15% of the net sales proceeds arising from the sale of Target.

(c) Liabilities of Target. Buyer takes the stock of Target subject to all the liabilities of Target as they existed as of the Closing Date.

(d) Releases. On Closing, Buyer shall release Seller of any and all claims it may have up through the date of Closing of this Agreement. Seller shall release Buyer, Buyer's subsidiaries, past and present officers and directors of Buyer and Buyer's subsidiaries, and agents, attorneys, consultants and employees of Buyer of any and all claims it may have against Buyer up through the date of Closing of this Agreement, including any rights under the Covenant not to Compete contained in the June 14, 2000 Stock Purchase Agreement and/or Employment Agreement and/or Non-Compete Agreement between Tim McQuaid and Popmail.com and Fan Asylum, Inc. (together, the "2000 Stock Purchase Agreement").

(e) Popmail Shares. The 87,673 shares of PopMail.com, inc. referenced in 2(b) above shall be released from escrow to Buyer upon the Closing, and shall be included in the next registration statement which PopMail.com, inc. prepares and be `locked up' (no public sale allowed) for 90 days from the Closing Date. Provided, however, that if said registration statement is not accepted, PopMail.com, inc. agrees to include said share on each subsequent registration statement which it files for any stock of the same class.

(f) The Closing. The closing of the transactions contemplated by this Agreement (the "Closing") shall take place at the offices of McQuaid, Metzler, Bedford & Van Zandt, commencing at 5:00 p.m. local time on or before February 15, 2001 or such other date as the Buyer and Seller may mutually determine (the "Closing Date).

(g) Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyer the various certificates, instruments, and documents referred to in 7(a) below, (ii) the Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in 7(b) below, (iii) the Seller will deliver to the Buyer stock certificates representing all of his or its Target Shares, endorsed in blank or accompanied by duly executed assignment documents, and will deliver all of Target's corporate and financial records, and the releases of liens described in 3(a)(v) below, iv) the Buyer will deliver to Seller the cash consideration specified in 2(b) above, and (v) the Seller will deliver to the Buyer the shares of PopMail.com, inc. described in 2(e) above.

3. Representations and Warranties Concerning the Transaction.

(a) Representations and Warranties of the Seller. Seller represents and warrants to the Buyer that the statements contained in this 3(a) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this 3(a)) with respect to himself or itself, except as set forth herein.

(i) Organization of Seller. Seller is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation.

(ii) Authorization of Transaction. The Seller has full power and authority (including, if the Seller is a corporation, full corporate power and authority) to execute and deliver this Agreement and to perform his or its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

(iii) Noncontravention. Other than the liens specifically identified in 3(a)(v) below, neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (A) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Seller is subject or, if the Seller is a corporation, any provision of its charter or bylaws or (B) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which the Seller is a party or by which it is bound or to which any of its assets is subject.

(iv) Brokers' Fees. The Seller has no liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement for which the Buyer could become liable or obligated.

(v) Target Shares. The Seller holds of record and owns beneficially 1,000 Target Shares, free and clear of any restrictions on transfer (other than restrictions under the Securities Act and state securities laws), taxes, Security Interests, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. The Seller is not a party to any option, warrant, purchase right, or other contract or commitment that could require the Seller to sell, transfer, or otherwise dispose of any capital stock of the Target (other than this Agreement). The Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of the Target. In addition to, and not by way of limitation of the foregoing, Seller specifically warrants that it will deliver the Target Shares free and clear of any liens held or purported to be held by the Shaar Fund Ltd., SDK Investments, GSI Ventures, LLC, or Stephen King or any Affiliate of any of them.

(b) Representations and Warranties of the Buyer. Buyer represents and warrants to the Seller that the statements contained in this 3(b) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this 3(b)), except as set forth herein.

(i) Authorization of Transaction. The Buyer has full power and to execute and deliver this Agreement and to perform his obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions. The Buyer need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

(ii) Noncontravention, Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (A) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Buyer is subject or any provision of its charter or bylaws or (B) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which the Buyer is a party or by which it is bound or to which any of its assets is subject.

(iii) Brokers' Fees. Buyer has no liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement for which any Seller could become liable or obligated.

(iv) Investment. The Buyer is not acquiring the Target Shares with a view to or for sale in connection with any distribution thereof within the meaning of the Securities Act.

4. Representations and Warranties Concerning the Target. Subject to the representations and warranties given by the Selling Shareholders in Article IV of the 2000 Stock Purchase Agreement being correct in all material respects, Seller makes the following Representations and Warranties:

(a) Organization, Qualification, and Corporate Power. Target is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation.

(b) Capitalization. The entire authorized capital stock of the Target consists of ten million (10,000,000) Target Shares, of which one thousand (1,000) Target Shares are issued and outstanding. All of the issued and outstanding Target Shares have been duly authorized, are validly issued, fully paid, and nonassessable, and are held of record by. There are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require the Target to issue, sell, or otherwise cause to become outstanding any of its capital stock. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to the Target.

(c) Title to Tangible Assets. The Target has good and marketable title to, or a valid leasehold interest in, the material tangible assets it uses regularly in the conduct of its business.

(d) Tax Matters. Seller will be responsible for all state and federal Income Tax Returns that Target is or was required to file while the Seller owned Target through the Closing Date, and has or will pay all Income Taxes owing, except where the failure to file Income Tax Returns or to pay Income Taxes would not have a material adverse effect on the financial condition of the Target taken as a whole. Seller covenants that it will not report in any Income Tax Return or related filing any allocation to Target of items of income or expenses that is not reflected on the books as maintained by Target for the time that Seller has been the owner of Target's shares, except to the extent that such allocation is required by the Code or regulations thereunder.

(e) Real Property. Target owns no real estate, and leases its current office property from Buyer.

(f) Intellectual Property. Seller has not transferred any of the intellectual property held by Target when it was acquired by Seller to any party. Any Intellectual Property held by Seller as of the date of acquisition of Target by Seller, unless it has expired, lapsed or otherwise been terminated through no fault of Seller, remains the property of Target.

(g) Contracts. Seller has not caused Target to enter into any contract not signed by Tim McQuaid.

(h) Litigation. To the Knowledge of Seller, other than the case of Law and Cerreta v. McQuaid and Fan Asylum, Inc. (Civ. Case No. 314245, San Francisco Superior Court) there is no instance in which the Target (i) is subject to any outstanding injunction, judgment, order, decree, ruling, or charge or (ii) is a party to any action, suit, proceeding, hearing, or investigation of, in, or before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction, except where the injunction, judgment, order, decree, ruling, action, suit, proceeding, hearing, or investigation would not have a material adverse effect on the financial condition of the Target taken as a whole.

(i) Disclaimer of other Representations and Warranties. Except as expressly set forth in Sections 2(e), 3 and this Section 4, the Seller make no representation or warranty, express or implied, at law or in equity, in respect of the Target, its Subsidiaries, or any of their respective assets, liabilities or operations, including, without limitation, with respect to merchantability or fitness for any particular purpose, and any such other representations or warranties are hereby expressly disclaimed. Buyer hereby acknowledges and agrees that, except to the extent specifically set forth in Section 3 and this Section 4, the Buyer is purchasing the Target shares on an "as-is, where-is" basis.

5. Pre-Closing Covenants. The Parties agree as follows with respect to the period between the execution of this Agreement and the Closing.

(a) General. Each of the Parties will use his or its reasonable best efforts to take all action and to do all things necessary in order to consummate and make effective the transactions contemplated by this Agreement (including satisfaction, but not waiver, of the closing conditions set forth in 7 below).

(b) Exclusivity. Seller will not (and the Seller will not cause or permit Target to) solicit, initiate, or encourage the submission of any proposal or offer from any Person relating to the acquisition of all or substantially all of the capital stock or assets of Target (including any acquisition structured as a merger, consolidation, or share exchange); provided, however, that the Seller, the Target, and their directors and officers will remain free to participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any Person to do or seek any of the foregoing to the extent their fiduciary duties may require.

6. Post-Closing Covenants. The Parties agree as follows with respect to the period following the Closing.

(a) General. In case at any time after the Closing any further action is necessary to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under 8 below).

(b) Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving Target, each of the other Parties shall cooperate with him or it and his or its counsel in the defense or contest, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the defense or contest, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under 8 below).

(c) Funding. (i) Any capital (or funding of any kind) advanced to Target by Seller on or after January 31, 2001 and through the date of Close shall be reimbursed to Seller at Closing. (ii) Buyer commits to providing a minimum of $200,000 in funding to Target within 90 days of Closing.

(d) Disbursements from Escrows. So long as all other conditions of this Agreement are satisfied, Buyer and Seller covenant to execute escrow instructions at Closing which pertain to the escrow held by the law firm of Maslon Edelman Borman & Brand, LLP (the "Escrow Agent") instructing the Escrow Agent to disburse $50,000 of $100,000 in its possession to Seller and to hold the remaining $50,000 in accordance with this Section 6(d). Buyer shall thereafter cause Target to endeavor to secure a suitable fan club contract with Aerosmith. Seller shall file a registration statement which includes Buyer's 87,673 shares of PopMail.com, inc. described in sections 2(b) and 2(e) above. If and only if a contract with Aerosmith is secured, and said registration statement is filed, both to be consummated no later than 60 days following the Closing, then Buyer and Seller covenant to execute further escrow instructions to the Escrow Agent instructing it to disburse the remaining $50,000 of $100,000 in its possession to Seller. If either condition is not satisfied within 60 days following the Closing, then the Escrow Agent shall return the remaining $50,000 in funds in its possession to Buyer, and Buyer shall have no further obligation

to Seller.


7. Conditions to Obligation to Close.

(a) Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:

(i) the representations and warranties set forth in 3(a) and 4 above shall be true and correct in all material respects at and as of the Closing Date;

(ii) the Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;

(iii) there shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement;

(iv) the Seller shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in 7(a)(i)-(iii) is satisfied in all respects;

(v) all actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be satisfactory in form and substance to the Buyer.

The Buyer may waive any condition specified in this 7(a) if it executes a writing so stating at or prior to the Closing.

(b) Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions:

(i) the representations and warranties set forth in 3(b) above shall be true and correct in all material respects at and as of the Closing Date;

(ii) the Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;

(iii) there shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement;

(iv) the Buyer shall have delivered to the Seller a certificate to the effect that each of the conditions specified above in 7(b)(i)-(iii) is satisfied in all respects;

(v) Seller's Board of Directors shall have approved and Seller's secured lenders shall have approved and released all liens on Target Stock and Target assets;

(vi) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be [reasonably] satisfactory in form and substance to the Requisite Seller.

Seller may waive any condition specified in this 7(b) if it executes a writing so stating at or prior to the Closing.

8. Survival of Representations and Warranties.

Other than as set forth in 4(d) and in 4(f) above, none of the representations and warranties of the Seller contained in 4 above shall survive the Closing hereunder. All of the representations and warranties of the Parties contained in 3 above shall survive the Closing (unless the damaged Party knew or had reason to know of any misrepresentation or breach of warranty at the time of Closing) and continue in full force and effect forever thereafter (subject to any applicable statutes of limitations).

9. Termination.

(a) Termination of Agreement. Certain of the Parties may terminate this Agreement as provided below:

(i) Buyer and Seller may terminate this Agreement by mutual written consent at any time prior to the Closing;

(ii) the Buyer may terminate this Agreement by giving written notice to Seller at any time prior to the Closing in the event (A) Seller has given the Buyer any notice pursuant to this Agreement above and (B) the development that is the subject of the notice has had a material adverse effect upon the financial condition of the Target taken as a whole;

(iii) the Buyer may terminate this Agreement by giving written notice to Seller at any time prior to the Closing (A) in the event Seller has breached any material representation, warranty, or covenant contained in this Agreement (other than the representations and warranties in 4 above) in any material respect, the Buyer has notified Seller of the breach, and the breach has continued without cure for a period of 15 days after the notice of breach or (B) if the Closing shall not have occurred on or before February 15, 2001, (unless the failure results primarily from the Buyer itself breaching any representation, warranty, or covenant contained in this Agreement); and

(iv) Seller may terminate this Agreement by giving written notice to the Buyer at any time prior to the Closing (A) in the event the Buyer has breached any material representation, warranty, or covenant contained in this Agreement in any material respect, any of the Seller has notified the Buyer of the breach, and the breach has continued without cure for a period of 15 days after the notice of breach or (B) if the Closing shall not have occurred on or before February 15, 2001, (unless the failure results primarily from Seller breaching any representation, warranty, or covenant contained in this Agreement).

(b) Effect of Termination. If any Party terminates this Agreement pursuant to 9(a) above, all rights and obligations of the Parties hereunder shall terminate without any liability of any Party to any other Party (except for any liability of any Party then in breach); provided, however, that the confidentiality provisions contained herein shall survive termination.

10. Miscellaneous.

(a) Press Releases and Public Announcements. No Party shall issue any press release or make any public announcement relating to the subject matter of this Agreement without the prior written approval of the Buyer and Seller; provided, however, that any Party may make any public disclosure it believes in good faith is required by applicable law or any listing or trading agreement concerning its publicly-traded securities (in which case the disclosing Party will use its best efforts to advise the other Parties prior to making the disclosure).

(b) No Third-Party Beneficiaries. This Agreement shall not confer any rights or remedies upon any Person other than the Parties and their respective successors and permitted assigns.

(c) Entire Agreement. This Agreement (including the documents referred to herein) constitutes the entire agreement among the Parties and supersedes any prior understandings, agreements, or representations by or among the Parties, written or oral, to the extent they have related in any way to the subject matter hereof.

(d) Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of his or its rights, interests, or obligations hereunder without the prior written approval of the Buyer and Seller; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).

(e) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.

(f) Headings. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

(g) Notices. All notices, requests, demands, claims, and other communications hereunder will be in writing. Any notice, request, demand, claim, or other communication hereunder shall be deemed duly given if (and then two business days after) it is sent by registered or certified mail, return receipt requested, postage prepaid, and addressed to the intended recipient as set forth below:

If to the Seller: Copy to:

PopMail.com, inc. Maslon, Edelman, Borman & Brand

Attn: Stephen Spohn Attn: William Mower

1333 Corporate Drive 3300 Norwest Center

Suite 350 Minneapolis, Minnesota 55402

Irving, Texas 75038

If to the Buyer:

Fan Asylum, Inc.

Attn: Tim McQuaid

1250 Folsom Street

San Francisco, CA 94103

Copy to:

McQuaid, Metzler, Bedford & Van Zandt, LLP

Attn: J. Dennis McQuaid, Esq.

221 Main Street, 16^th Floor

San Francisco, CA 94105

Any Party may send any notice, request, demand, claim, or other communication hereunder to the intended recipient at the address set forth above using any other means (including personal delivery, expedited courier, messenger service, telecopy, telex, ordinary mail, or electronic mail), but no such notice, request, demand, claim, or other communication shall be deemed to have been duly given unless and until it actually is received by the intended recipient. Any Party may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other Parties notice in the manner herein set forth.

(h) Governing Law. This Agreement shall be governed by and construed in accordance with the domestic laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of California.

(i) Amendments and Waivers. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by the Buyer and Seller. No waiver by any Party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

(j) Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.

(k) Expenses. Each of the Buyer, the Target, and the Seller will bear its own costs and expenses (including legal fees and expenses) incurred in connection with this Agreement and the transactions contemplated hereby.

(l) Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. Any reference to any federal, state, local, or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The word "including" shall mean including without limitation.

(m) Incorporation of Exhibits, Annexes, and Schedules. The Exhibits, Annexes, and Schedules identified in this Agreement are incorporated herein by reference and made a part hereof.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.

PopMail.com, inc. PopMail.com, inc.

Stephen J. Spohn, Secretary Stephen J. Spohn, C.F.O.

By: ________________________ By: _______________________

TIM McQUAID

By: __________________________







EX-10.64 36 exh1064.htm EXHIBIT

Exhibit 10.64

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. HOLDERS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

PROMISSORY NOTE

$100,000.00 March 2, 2001

Minneapolis, MN

Subject to the terms and conditions of this Note, for good and valuable consideration received in the form of fifty thousand dollars ($50,000) on March 2, 2001 and fifty thousand dollars ($50,000) on February 1, 2001, PopMail.com, Inc., a Minnesota corporation (the "Company"), promises to pay to the order of The Shaar Fund Ltd. (the "Holder"), the principal amount of one hundred thousand dollars ($100,000.00), plus simple interest accrued on unpaid principal from the date of this Note until paid at the rate of twelve percent (12%) per annum, payable on demand.

The following is a statement of the rights of the Holder and the terms and conditions to which this Note is subject, and to which the Holder hereof, by the acceptance of this Note, agrees. Neither Holder, its principals or affiliates have any other obligations, liabilities or responsibilities to the Company except as expressly set forth in this Note or as may otherwise be agreed to in writing by the parties.

Payment. The principal and accrued interest under this Note will be paid to the Holder within five (5) days of demand by the Holder (the "Maturity Date"). All payments of principal and/or interest under this Note will be made by mail to the address of record of the Holder.

Events of Default. If the Company defaults in the payment of any part of the principal or interest of this Note when due and payable, and if such default is not cured by the Company within five (5) business days after the Holder has given the Company written notice of such default, then the Holder may declare the entire unpaid principal and accrued interest on this Note immediately due and payable, by notice in writing to the Company, without any other presentment, demand, protest or other notice of any kind or character, all of which are hereby expressly waived, anything herein to the contrary notwithstanding.

Assignment. The rights and obligations of the Company and the Holder will be binding upon and inure to the benefit of the successors, assigns, heirs, administrators and transferees of the parties. The Company may not assign this Note without the express written consent of Holder.

Waiver and Amendment. Any provision of this Note may be amended, waived or modified upon the written consent of the Company and the Holder.

Notices. Any notice, request or other communication required or permitted hereunder will be in writing and shall be deemed to have been duly given if delivered (i) personally or telephonically (including by facsimile), (ii) by email (if receipt thereof is confirmed by a separate message delivered by the recipient to the sender), (iii) by courier, or (iv) mailed by registered or certified mail, postage prepaid, at the respective addresses of the parties as set forth herein. Notice to the Holder shall be provided to: The Shaar Fund Ltd., c/o Levinson Capital Management, Attention: Samuel Levinson, 2 World Trade Center, Suite 1820, New York, NY 10048. Any party hereto may by notice so given change its address for future notice under this Note. Notice will conclusively be deemed to have been given when personally delivered or when deposited in the mail or delivered to a courier, or when sent by email following confirmation in the manner set forth above and will be deemed to have been received when delivered.

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota, excluding that body of law relating to conflict of laws.

Headings. All headings used herein are used for convenience only and will not be used to construe or interpret this Note.

IN WITNESS WHEREOF, the parties have caused this Note to be issued on March 2, 2001.

"COMPANY":

PopMail.com, Inc.

By: Stephen J. Spohn

Title: CFO

Address: PopMail.com, Inc.

1333 Corporate Drive, Suite 350

Irving, TX 75038







EX-10.65 37 exh1065.htm EXHIBIT

Exhibit 10.65

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. HOLDERS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

PROMISSORY NOTE

$80,000.00 March 13, 2001

Minneapolis, MN

Subject to the terms and conditions of this Note, for good and valuable consideration received in the form of fifty thousand dollars ($50,000) on March 13, 2001 and thirty thousand dollars ($30,000) on March 16, 2001, PopMail.com, Inc., a Minnesota corporation (the "Company"), promises to pay to the order of The Shaar Fund Ltd. (the "Holder"), the principal amount of eighty thousand dollars ($80,000.00), plus simple interest accrued on unpaid principal from the date of this Note until paid at the rate of twelve percent (12%) per annum, payable on demand.

The following is a statement of the rights of the Holder and the terms and conditions to which this Note is subject, and to which the Holder hereof, by the acceptance of this Note, agrees. Neither Holder, its principals or affiliates have any other obligations, liabilities or responsibilities to the Company except as expressly set forth in this Note or as may otherwise be agreed to in writing by the parties.

Payment. The principal and accrued interest under this Note will be paid to the Holder within five (5) days of demand by the Holder (the "Maturity Date"). All payments of principal and/or interest under this Note will be made by mail to the address of record of the Holder.

Events of Default. If the Company defaults in the payment of any part of the principal or interest of this Note when due and payable, and if such default is not cured by the Company within five (5) business days after the Holder has given the Company written notice of such default, then the Holder may declare the entire unpaid principal and accrued interest on this Note immediately due and payable, by notice in writing to the Company, without any other presentment, demand, protest or other notice of any kind or character, all of which are hereby expressly waived, anything herein to the contrary notwithstanding.

Assignment. The rights and obligations of the Company and the Holder will be binding upon and inure to the benefit of the successors, assigns, heirs, administrators and transferees of the parties. The Company may not assign this Note without the express written consent of Holder.

Waiver and Amendment. Any provision of this Note may be amended, waived or modified upon the written consent of the Company and the Holder.

Notices. Any notice, request or other communication required or permitted hereunder will be in writing and shall be deemed to have been duly given if delivered (i) personally or telephonically (including by facsimile), (ii) by email (if receipt thereof is confirmed by a separate message delivered by the recipient to the sender), (iii) by courier, or (iv) mailed by registered or certified mail, postage prepaid, at the respective addresses of the parties as set forth herein. Notice to the Holder shall be provided to: The Shaar Fund Ltd., c/o Levinson Capital Management, Attention: Samuel Levinson, 2 World Trade Center, Suite 1820, New York, NY 10048. Any party hereto may by notice so given change its address for future notice under this Note. Notice will conclusively be deemed to have been given when personally delivered or when deposited in the mail or delivered to a courier, or when sent by email following confirmation in the manner set forth above and will be deemed to have been received when delivered.

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota, excluding that body of law relating to conflict of laws.

Headings. All headings used herein are used for convenience only and will not be used to construe or interpret this Note.

IN WITNESS WHEREOF, the parties have caused this Note to be issued on March 13, 2001.

"COMPANY":

PopMail.com, Inc.

By: Stephen J. Spohn

Title: CFO

Address: PopMail.com, Inc.

1333 Corporate Drive, Suite 350

Irving, TX 75038







EX-10.66 38 exh1066.htm EXHIBIT

Exhibit 10.66

INTERCREDITOR AND SUBORDINATION AGREEMENT

THIS INTERCREDITOR AND SUBORDINATION AGREEMENT (the "Intercreditor Agreement") is made as of this ___ day of __________, 2001, by and between GSI VENTURES, LLC, an Ohio limited liability company ("GSI"), THE SHAAR FUND LTD. ("Shaar"), GREAT WESTERN BUSINESS SERVICES, INC. ("GWBS"), a Texas corporation and FAIRVIEW PARTNERS, an Ohio general partnership ("Fairview")(each individually a "Lender" and collectively the "Lenders").

RECITALS:

WHEREAS, Popmail.com, Inc., a Minnesota corporation (the "Borrower"), is engaged in the business of (i) internet commerce and (ii) the ownership and operation of two Café Odyssey restaurants located at 320 South Avenue, Mall of America, Bloomington, Minnesota 55425 (the "MOA Restaurant") and at 500 16th Street, Suite 350, Denver, Colorado 80202 (the "Denver Restaurant") (collectively, the MOA Restaurant and the Denver Restaurant are referred to herein as the "Restaurant Operations"), which the MOA Restaurant has been or will be purchased by SDK AD, LLC, an Ohio limited liability company, and which the Denver Restaurant has been or will be purchased by SD KINGDM, LLC, an Ohio limited liability company;

WHEREAS, the Borrower and GSI are parties to that certain Loan Agreement dated December 1, 2000, as amended pursuant to the Amendment No. 1 to the Loan Agreement dated December 8, 2000, Amendment No. 2 to the Loan Agreement and Notes dated February 8, 2001 and other related agreements, all as may be amended further from time to time (collectively, the "GSI Loan Documents"), pursuant to which GSI has issued or will issue loans to Borrower in the aggregate original principal amount of up to Four Million Dollars ($4,000,000) (the "GSI Debt"). Pursuant to the GSI Loan Documents, Borrower has granted GSI a security interest in all of Borrower's assets related to the Restaurant Operations (the "Collateral") and a security interest in all other assets of the Borrower excluding the Restaurant Operations (the "Other Collateral");

WHEREAS, Borrower and GWBS have agreed to enter into a certain Promissory Note to be dated on or about February __, 2001 (the "GWBS/Popmail Note"), GWBS and SDK AD, LLC have agreed to enter into a certain Promissory Note to be dated of even date with the GWBS/Popmail Note, and GWBS and SDKINGDM, LLC have agreed to enter into a certain Promissory Note to be dated of even date with the GWBS/Popmail Note, and other related documents thereto, all as may be amended further from time to time (collectively, the "GWBS Loan Documents") pursuant to which Borrower, SDK AD, LLC and SDKINGDM, LLC will be obligated to pay GWBS an aggregate principal amount for all three notes of Eight Hundred Seventeen Thousand Dollars ($817,000.00) (the "GWBS Debt"). Pursuant to the GWBS Loan Documents, Borrower, SDK AD, LLC and SDKINGDM, LLC have granted or will grant GWBS a security interest in the Collateral;

WHEREAS, Borrower and Shaar are parties to that certain Loan Agreement dated December 20, 2000 and other related agreements, all as may be amended further from time to time (collectively, the "Shaar Loan Documents") pursuant to which Shaar has issued a loan to Borrower in the original principal amount of Two Hundred Thousand Dollars ($200,000) (the "Shaar Debt"). Pursuant to the Shaar Loan Agreement, Borrower has granted Shaar a security interest in the Collateral and the Other Collateral;

WHEREAS, Borrower and Fairview are parties to that certain Loan Agreement dated August 24, 1999, as amended pursuant to the Amendment To Loan Documents and Agreement dated October 30, 2000 and other related agreements (including the Assignment, Assumption and Modification Agreement entered into or to be entered into between Fairview SDK AD, LLC ("SDKAD"), SDKINGDM, LLC ("SDKINGDM") and Popmail.com, inc. concerning the Fairview Debt (the "Fairview Agreement")), all as may be amended further from time to time (collectively the "Fairview Loan Documents") pursuant to which Fairview has issued a loan to Borrower in the original principal amount of Two Million Dollars ($2,000,000) with a current outstanding principal balance of One Million Five-Hundred Thousand Dollars ($1,500,000) (the "Fairview Debt"). Pursuant to the Fairview Loan Documents, Borrower has granted Fairview a security interest in the Collateral (the GSI Loan Documents, GWBS Loan Documents, Shaar Loan Documents and Fairview Loan Documents are sometimes collectively referred to herein as the "Loan Documents") (the GSI Debt, GWBS Debt and the Shaar Debt are sometimes collectively referred to as the "Subordinate Debt" and GSI, GWBS and Shaar are sometimes collectively referred to as "Subordinate Lenders" or individually as a "Subordinate Lender"); and

WHEREAS, GSI, GWBS, Shaar and Fairview, each as a creditor of Borrower, desire to enter into this Intercreditor Agreement for purposes of setting forth the relative rights and interests of each party in and to the collateral pledged by Borrower.

NOW, THEREFORE, in consideration of the foregoing Recitals, which are hereby incorporated herein as if fully set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Subordination and Intercreditor Provisions.

1.1 Subordination. Subject to Section 1.3 of this Intercreditor Agreement, each of the Subordinate Lenders agree that each Subordinate Lender's right to receive scheduled payments of principal and/or interest under their respective Loan Documents shall be subordinate and junior to Fairview's right to receive scheduled payments of principal and/or interest under the Fairview Loan Documents until such time as the Fairview Debt is repaid in full.

1.2 Insolvency, Etc.

(a) Subject to Section 1.3 of this Intercreditor Agreement, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceedings (collectively, "Bankruptcy Proceedings") relative to the Borrower or to the Collateral, or in the event of any proceedings for voluntary liquidation, dissolution or other winding up of the Borrower, whether or not involving insolvency or bankruptcy, Fairview shall be entitled in any such proceedings to receive payment from the sale or other distribution of the Collateral on account of the Fairview Debt before the Subordinate Lenders are entitled in any such proceedings to receive any payment on account of the Subordinate Debt from the sale or other distribution of the Collateral, and to that end in any such proceedings any payment or distribution of any kind or character of the Collateral, whether in cash or in other property, to which the Subordinate Lenders would be entitled but for the provisions hereof, shall be delivered to Fairview to the extent necessary to make payment in full in cash of all Fairview Debt remaining unpaid.

(b) The Subordinate Lenders at the request of Fairview shall in any proceedings described in Section 00, in the name of Fairview, file claims, proofs of claims and other instruments of similar character necessary to enforce the obligations of the Borrower in respect of the Subordinate Debt. In the event that any Subordinate Lender shall fail to take such action within five business days upon request by Fairview, Fairview may, on behalf of such Subordinate Lender, demand, sue for, collect and receive any and all such monies or other assets and give acquittance therefor, file any claim, proof of claim or other instrument of similar character, and take such other action (in its own name or in the name of such Subordinate Lender) as Fairview may reasonably deem necessary or advisable for enforcement of the obligations of the Borrower in respect of the Subordinate Debt; provided that, Fairview shall have no right to take any action in the name of any Subordinate Lender related to the Other Collateral.

1.3 Other Collateral; Conversion Rights.

(a) Notwithstanding anything to the contrary in this Intercreditor Agreement, nothing in this Intercreditor Agreement shall impair the rights of the Subordinate Lenders to take any and all action to enforce their respective rights in, or receive payments or distributions on account of a sale or other disposition of the Other Collateral; provided, however, the Subordinate Lenders shall not take any action to enforce their respective rights in the Other Collateral that would have a material adverse effect on the Collateral; provided further, that any actions taken by a Subordinate Lender to enforce its rights on Other Collateral that is not owned or in the possession of the holder of the Collateral shall be deemed to not cause a material adverse effect on the Collateral.

(b) In the event of any Bankruptcy Proceedings relative to the Borrower or the Other Collateral, or in the event of any proceedings for voluntary liquidation, dissolution or other winding up of the Borrower, whether or not involving insolvency or bankruptcy, GSI and Shaar shall be entitled in any such proceedings to receive payment, on a pro rata basis from the sale or other distribution of the Other Collateral on account of GSI Debt and Shaar Debt before Fairview and GWBS are entitled in any such proceedings to receive any payment on account of the Fairview Debt and GWBS Debt from the sale or other distribution of the Other Collateral, and to that end in any such proceedings any payment or distribution of any kind or character of the Other Collateral, whether in cash or in other property, to which Fairview or GWBS would be entitled but for the provisions hereof, shall be delivered to GSI and Shaar to the extent necessary to make payment in full in cash of all GSI Debt and Shaar Debt remaining unpaid.

(c) Notwithstanding anything to the contrary in this Intercreditor Agreement, the Subordinate Lenders are permitted at any time to exercise their rights to convert any of the Subordinate Debt into the common stock of Borrower or accept any prepayments or payments on the Subordinate Debt that are made with the Borrower's common stock or other equity securities of Borrower.

2. Security Interests; Priority.

2.1 Notwithstanding any conflicting terms or conditions which may be contained in any of the Loan Documents, the time of filing or renewal of any financing statement, the time of attachment of any security interest or any other priority provided by law: (a) the security interests upon the Collateral evidenced by the Fairview Loan Documents shall have priority over all other security interests upon the Collateral evidenced by the Loan Documents; (b) the security interests upon the Collateral of GWBS evidenced by the GWBS Loan Documents shall have priority over all other security interests upon the Collateral evidenced by the Loan Documents, except those evidenced by the Fairview Loan Documents; and (c) the security interests upon the Collateral of GSI and Shaar shall be subordinate to all security interests evidenced by the Fairview Loan Documents and GWBS Loan Documents and shall be pari passu with respect to each other as evidenced by that certain Intercreditor Agreement between GSI and Shaar dated December 21, 2000 (the "GSI/Shaar Intercreditor Agreement"). Notwithstanding anything to the contrary herein, this Intercreditor Agreement shall not affect the rights and obligations between Shaar and GSI as set forth in the GSI/Shaar Intercreditor Agreement.

2.2 Each Lender shall be solely responsible for perfecting and maintaining the perfection of its security interests in and to each item constituting the Collateral in which such Lender has been granted a security interest. The provisions of this Intercreditor Agreement are intended solely to govern the respective lien priorities as between the Lenders and, except as set forth herein, shall not impose on any Lender any obligations in respect of the disposition of proceeds of foreclosure on any Collateral which would conflict with prior perfected claims therein in favor of any other person or any order or decree of any court or governmental authority or any applicable law. Notwithstanding anything to the contrary herein, the relative priority arrangements set forth in this Intercreditor Agreement are expressly conditioned on the non-avoidability and perfection of the security interests and/or liens evidenced by the Loan Documents and if the security interests and/or liens evidenced by the Loan Documents are not perfected or are voidable for any reason, then such relative priority arrangements set forth herein shall not be effective to the extent of any such avoidability or non-perfection; provided, however, that this condition shall be null and void and of no effect if at any time any Lender shall directly or indirectly take any action to contest or challenge the validity, legality, enforceability, perfection, priority or avoidability of any other Lender's loans or documents or any of the security interests and/or liens of any other Lender in any of the Collateral or if such action is taken by SDKAD or SDKINGDM while Fairview is the manager of either such entity.

2.3 The lien priorities provided in this Section 0 shall not be altered or otherwise affected by any amendment, modification, supplement, extension, renewal, restatement or refinancing of any indebtedness evidenced by any of the Loan Documents. The respective rights and priorities of each Lender in any assets of the Borrower not specified herein shall not be affected in any way by this Intercreditor Agreement.

3. Default Under the Loan Documents.

3.1 In the event that Borrower shall cause or permit to occur an event of default under any of the Loan Documents, such Lender that is a party to any such Loan Document (a "Notifying Lender") will, upon becoming aware of the existence of such event of default, use its best efforts to notify all other Lenders of the existence of such event of default. Receipt by any Lender of such a notice of default shall not cause any Lender to be obligated to cure any such default. Failure of a Notifying Lender to provide such notice of default shall not result in any liability to any Lender in the absence of gross negligence or willful misconduct. Upon receiving notice from a Notifying Lender of an event of default for failure to pay monies due and owing to any Lender under any Loan Document, any Lender may, but is not required to, cure such payment default on behalf of Borrower within ten (10) business days of receiving notice of the payment default from a Notifying Lender. During such ten (10) business day period, if any Lender cures such payment default, Lenders shall not take any action against Borrower with respect to such default. In the event that any Lender elects to cure such payment default, any amount such Lender pays to any other Lender to cure Borrower's payment default shall be considered a portion of Borrower's indebtedness to such Lender.

3.2 In the event that a default or an event of default exists with respect to any of the Loan Documents, the applicable Lender may, after providing written notice of such default to all other Lenders and subject to the provisions of this Intercreditor Agreement, take any action it deems appropriate to enforce its rights and remedies under the Loan Documents and its security interests in or liens on, or exercise any other rights or remedies to foreclose or otherwise realize upon, any of the Collateral.

3.3 In the event Borrower defaults on its obligations to any Lender and, as a result, any Lender undertakes to enforce its security interest in the Collateral, each Lender agrees that it will not hinder, delay or otherwise prevent such Lender from taking any and all action which such Lender deems necessary to enforce its security interest in said Collateral and to realize thereon. Lenders agree that, to the extent any Lender receives any proceeds directly from any bank account, any account debtor or from the sale of any Collateral, then such Lender shall distribute such proceeds in accordance with the terms of this Intercreditor Agreement. To the extent that any Lender retains any Collateral pursuant to its respective rights as a secured party, such Collateral shall be divided among the Lenders in accordance with the terms of this Intercreditor Agreement.

4. Standstill. (a) Notwithstanding anything to the contrary in Section 3.3, or the rights of any Lender under applicable law or any provision of the Loan Documents to the contrary, each Subordinate Lender hereby covenants that it shall not:

(i) (A) accelerate payment of any indebtedness or any portion thereof under the Loan Documents, or (B) take any other action to enforce its rights under the Loan Documents, until the earlier of 60 days following the effective date hereof or the execution of the Fairview Agreement; provided that, each Lender may take any action to enforce its rights under the Loan Documents during such 60-day period in the event that a creditor of the Borrower who is not a party to this Agreement takes any action or provides notice to a Lender of its intent to take any action against Borrower to enforce its rights against the Borrower; and

(ii) take any action to enforce their respective rights in, or receive payments or distributions on account of a sale or other disposition of the Collateral upon an event of default under a Subordinate Lender's Loan Documents so long as:

(A) the Fairview Debt is outstanding; and

(B) (1) the Borrower, its guarantors or assigns are not in default on the Fairview Loan Documents, or (2) in the event that the Borrower, its guarantors or assigns are in default on the Fairview Loan Documents, Fairview has either taken no action to enforce its rights under the Fairview Loan Documents or the only action it takes is to take over as manager of SDKAD and/or SDKINGDM pursuant to its rights under the Fairview Loan Documents;

provided that, nothing herein shall impair the rights of the Subordinate Lenders to take any and all action to enforce their respective rights in the Other Collateral pursuant to Section 1.3(a) of this Agreement.

1. Notwithstanding anything to the contrary in Section 3.3, or the rights of any Lender under applicable law or any provision of the Loan Documents to the contrary, Fairview hereby covenants that it shall not:
1. accelerate payment of any indebtedness or any portion thereof under the Fairview Loan Documents, or (B) take any other action to enforce its rights under the Fairview Loan Documents, until the earlier of 60 days following the effective date hereof or the execution of the Fairview Agreement; provided that, Fairview may take any action to enforce its rights under the Loan Documents during such period in the event that a creditor of the Borrower who is not a party to this Agreement takes any action or provides notice to Fairview of its intent to take any action against Borrower to enforce its rights against the Borrower; and

(ii) take any action to enforce its rights in, or receive payments or distributions on account of a sale or other disposition of the Collateral upon an event of default of Popmail.com, inc. under the Fairview Loan Documents so long as (A) an event of default by SDKAD or SDKINGDM (as assignees of the Fairview Debt) has not occurred, and (B) if such event of default of Popmail.com, inc. is due to a failure to make payments when due, SDKAD and SDKINGDM assume the balance of the Fairview Debt not assumed by them under the Fairview Agreement within the applicable time period provided for in the Fairview Agreement.

(c) Notwithstanding anything to the contrary in this Section 4, but subject to Section 1.2, in the event of any Bankruptcy Proceeding relative to SDKAD, SDKINGDM or the Collateral, or in the event of any proceedings for voluntary liquidation, dissolution or other winding up of SDKAD or SDKINGDM, whether or not involving insolvency or bankruptcy, the Subordinate Lenders may take any and all action to enforce their respective rights under their respective Loan Documents.

5. Prepayments. Subject to Section 1.3 of this Intercreditor Agreement, without the prior written consent of Fairview, no Subordinate Lender shall be entitled to receive or retain any optional prepayment (in cash, property, by set-off or otherwise) of or on account of any Subordinate Debt.

6. Turn-Over of Payments Received. In the event that the Borrower shall make any payment on the Subordinate Debt which the holders thereof are not permitted to receive and retain pursuant to the terms of this Agreement, such payment shall be held in trust for the benefit of, and shall be paid over promptly on demand to, Fairview for application to the payment of all Fairview Debt remaining unpaid until the same shall have been paid in full in cash, after giving effect to any concurrent payment or distribution to Fairview. No such payments or distributions to Fairview by any Subordinate Lender shall be deemed to discharge any of such Subordinate Debt.

7. Representations and Warranties. As a material inducement to each other Lender to enter into this Intercreditor Agreement, each Lender hereby represents and warrants to each other Lender that the following are true and correct as of the date hereof and shall remain true and correct so long as this Intercreditor Agreement is in effect:

7.1 the execution, delivery and performance of this Intercreditor Agreement has been duly authorized by such Lender and does not contravene any law, any provision of the Loan Documents or any agreement to which such Lender is a party or by which it is bound;

7.2 this Intercreditor Agreement constitutes the legal, valid and binding obligation of such Lender and is binding and enforceable in accordance with its terms; and

7.3 the Loan Documents to which such Lender is a party are in the form of the copies thereof made available to each Lender, and no amendment, waiver or modification thereof shall be permitted without the written consent of all other Lenders, which shall not be unreasonably withheld or delayed.

8. Term; Default.

8.1 This Intercreditor Agreement shall continue for so long as any Lender has a security interest in the Collateral. This Intercreditor Agreement shall remain in full force and effect notwithstanding the filing of a petition for relief by or against Borrower under the United States Bankruptcy Code.

8.2 Nothing contained herein, or in any prior agreement or understanding, shall be deemed to create any duty on the part of any Lender to extend or continue financial accommodations to Borrower.

8.3 Notwithstanding anything to the contrary in the Loan Documents or this Intercreditor Agreement, Lenders acknowledge and agree that any additional indebtedness up to $4,000,000 of Borrower under the GSI Loan Documents and additional indebtedness up to $500,000 of Borrower under the Fairview Loan Documents shall not be considered an event of default or breach of this Intercreditor Agreement or the Loan Documents and Borrower shall not be required to obtain the consent of the Lenders to enter into any such indebtedness; provided, however, such additional indebtedness shall be subject to the terms of this Intercreditor Agreement. The additional indebtedness of up to $500,000 under the Fairview Loan Documents shall be considered as part of the Fairview Debt for purposes of this Agreement.

8.4 Notwithstanding anything to the contrary in the Loan Documents or this Intercreditor Agreement, Lenders hereby consent to the purchase by SDK AD, LLC, an Ohio limited liability company, from the Borrower of the Collateral associated with the MOA Restaurant and the purchase by SD KINGDM, LLC, an Ohio limited liability company, from the Borrower of the Collateral associated with the Denver Restaurant, and hereby waive any default under each Lender's Loan Documents that such a sale of the Collateral may create; provided, however, Borrower shall provide five (5) business days prior written notice to each Lender and shall cause SDK AD, LLC and SD KINGDM, LLC to execute any and all documents deemed necessary by any Lender to continue and maintain the Collateral and Lender's lien position in the Collateral, including but not limited to filing all appropriate UCC's which shall have the same priority as set forth herein. The Collateral shall continue to be subject to the terms and conditions of this Intercreditor Agreement.

9. Miscellaneous.

9.1 Neither of the parties hereto, nor any of their managers, members, officers, agents or employees, shall be responsible to any other party hereto or to any other person for: (a) Borrower's solvency, financial condition or ability to repay its indebtedness to any party hereto; (b) any oral or written statements of Borrower; or (c) the validity, sufficiency or enforceability of any indebtedness, any agreements or documents or the security interests and liens granted by Borrower to any party hereto. Each party hereto has entered into its respective agreements, documents and financing agreements with Borrower based upon its own independent investigation, and makes no warranty or representation to any other party hereto, with respect to the matters referred to in this Section 0.

9.2 Nothing contained herein, or in any prior agreement or understanding, shall be deemed to create any duty on the part of any Lender to extend or continue to extend financial accommodations to Borrower.

9.3 Each Lender irrevocably waives any right to compel any other Lender to marshal assets of the Borrower.

9.4 Any notice required or desired to be served, given or delivered hereunder shall be in the form and manner specified below, and shall be addressed to the party to be notified as follows:

If to GSI, to: If to GWBS:

SDK Investments, Inc. Great Western Business Services, Inc.

c/o Barycenter Capital Management 14643 Dallas Parkway, Suite 650

PMB 329 Dallas, Texas 75240

1232 W. Kemper Road

Cincinnati, Ohio 45240

Attn: Stephen D. King

If to Shaar, to: If to Fairview, to:

The Shaar Fund Ltd. Fairview Partners

c/o Levinson Capital Management 5807 McCray Court

2 World Trade Center, Suite 1820 Cincinnati, Ohio 45224

New York, New York 10048

Attention: Samuel Levinson

or to such other address as each party designates to the other parties by notice in the manner herein prescribed. Notice shall be deemed given hereunder if (i) delivered personally or otherwise actually received, (ii) sent by nationally recognized overnight courier service, (iii) mailed by first- class United States mail, postage prepaid, certified, with return receipt requested, or (iv) sent via telecopy machine with a duplicate signed copy sent on the same day as provided in clause (ii) above. Notice mailed as provided in clause (iii) above shall be effective upon the expiration of five (5) business days after its deposit in the United States mail, and notice telecopied as provided in clause (iv) above shall be effective upon delivery of such telecopy if the duplicate signed copy is sent under clause (iv) above. Notice given in any other manner described in this section shall be effective upon receipt by the addressee thereof; provided, however, that if any notice is tendered to an addressee and delivery thereof is refused by such addressee, such notice shall be effective upon such tender unless otherwise expressly set forth in such notice.

9.5 THIS AGREEMENT SHALL BE DEEMED TO HAVE BEEN MADE IN THE STATE OF OHIO AND THE VALIDITY OF THIS AGREEMENT, ITS CONSTRUCTION, INTERPRETATION AND ENFORCEMENT, AND THE RIGHTS OF THE PARTIES HEREUNDER, SHALL BE DETERMINED UNDER, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF OHIO. THE PARTIES HERETO AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE TRIED AND LITIGATED ONLY IN THE STATE OR FEDERAL COURTS LOCATED IN HAMILTON COUNTY, OHIO.

9.6 This Intercreditor Agreement shall be binding and deemed effective when executed by each of the parties hereto. This Intercreditor Agreement shall bind, and inure to the benefit of, the respective successors and assigns of each of the parties hereto, and shall be effective before and after any bankruptcy filing by or against Borrower.

9.7 The invalidity, illegality or unenforceability of any provision in or obligation under this Intercreditor Agreement shall not affect or impair the validity, legality or enforceability of the remaining provisions or obligations under this Intercreditor Agreement.

9.8 It is not the intent of either the parties hereto that Borrower be a third party beneficiary hereunder or have any other rights with respect to this Intercreditor Agreement.

9.9 This Intercreditor Agreement cannot be changed, amended, modified or terminated except by a written agreement signed by the duly authorized officers of the parties hereto. All prior agreements, understandings, representations, warranties, and negotiations, if any, are merged into this Agreement.

9.10 LENDERS, TO THE EXTENT EACH MAY LEGALLY DO SO, HEREBY EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, CAUSE OF ACTION OR PROCEEDING ARISING UNDER OR OUT OF THIS AGREEMENT OR IN ANY WAY CONNECTED WITH OR RELATED TO, OR INCIDENTAL TO, THE DEALINGS OF THE PARTIES HERETO WITH RESPECT TO THIS AGREEMENT OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND IRRESPECTIVE OF WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. LENDERS, TO THE EXTENT EACH MAY LEGALLY DO SO, HEREBY AGREE THAT ANY SUCH CLAIM, DEMAND, ACTION, CAUSE OF ACTION, OR PROCEEDINGS SHALL BE DECIDED BY A COURT TRIAL WITHOUT A JURY AND THAT EITHER PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR COPY OF THIS SECTION 0 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT BY THE UNDERSIGNED TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

9.11 For purposes of this Agreement, the term "Borrower" shall include any successors and assigns to Borrowers duties and obligations under any of the Loan Documents, including, without limitation, SDKAD and SDKINGDM.

9.12 Each Subordinate Lender acknowledges and consents to Borrower assigning and SDKAD and SDKINGDM assuming a portion of the Fairview Debt in accordance with the terms of the Fairview Agreement.

9.13 This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall together constitute one and the same instrument.

[SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF, this Intercreditor Agreement has been duly executed and delivered by each of the parties hereto as of the date first written above.

GREAT WESTERN BUSINESS SERVICES, INC.

WITNESS:

_________________________________ By:________________________________< /P>

Name:______________________________

_________________________________ Title:______________________________ _

FAIRVIEW PARTNERS

_________________________________ By:________________________________< /P>

Name:______________________________

_________________________________ Title:______________________________ _

THE SHAAR FUND LTD.

By: Levinson Capital Management

_________________________________ By:______________________________

Name: Sam Levinson

_________________________________ Title: Managing Director

GSI VENTURES, LLC

By: SDK Investments, Inc. (Manager

of GSI Ventures, LLC)

_________________________________ By:_____________________________

Name: Stephen D. King

_________________________________ Title: President

STATE OF ________________ )

)SS:

COUNTY OF ______________ )

This instrument was acknowledged before us this ________ day of _______________, 2001 by ___________________________, ____________________________ of Great Western Business Services, Inc., a Texas corporation, on behalf of the corporation.

________________________________________

Notary Public

STATE OF ________________ )

)SS:

COUNTY OF ______________ )

This instrument was acknowledged before us this ________ day of _______________, 2001 by ___________________________, ____________________________ of Fairview Partners, an Ohio general partnership, on behalf of the partnership.

________________________________________

Notary Public

STATE OF ________________ )

)SS:

COUNTY OF ______________ )

This instrument was acknowledged before us this ________ day of _______________, 2001 by Sam Levinson, Managing Director of Levinson Capital Management, on behalf of the The Shaar Fund Ltd.

________________________________________

Notary Public

STATE OF ________________ )

)SS:

COUNTY OF ______________ )

This instrument was acknowledged before us this ________ day of _______________, 2001 by Stephen D. King, President of SDK Investments, Inc., Manager of GSI Ventures, LLC, an Ohio limited liability company, on behalf of the limited liability company.

________________________________________

Notary Public

ACKNOWLEDGMENT BY

POPMAIL.COM, INC.

The undersigned hereby acknowledges that it has received a copy of the foregoing Intercreditor Agreement by and between Great Western Business Services, Inc., The Shaar Fund Ltd., GSI Ventures, LLC and Fairview Partners (the "Intercreditor Agreement"), and consents thereto, and agrees to recognize all priorities and other rights granted therein to the parties hereto, and the undersigned will not do any act or perform any obligation which is not in accordance with the priorities and agreements set forth in the Intercreditor Agreement.

Dated: _______________, 2001

POPMAIL.COM, INC.

WITNESS:

______________________________ By:____________________________ ____

______________________________ Name:__________________________ ____

Title:_______________________________

STATE OF ________________ )

)SS:

COUNTY OF ______________ )

This instrument was acknowledged before us this ________ day of _______________, 2001 by ___________________________, ____________________________ of Popmail.com, inc., a Minnesota corporation, on behalf of the corporation.

________________________________________

Notary Public

ACKNOWLEDGMENT BY

SDK AD, LLC

The undersigned hereby acknowledges that it has received a copy of the foregoing Intercreditor Agreement by and between Great Western Business Services, Inc., The Shaar Fund Ltd., GSI Ventures, LLC and Fairview Partners (the "Intercreditor Agreement"), and consents thereto, and agrees to recognize all priorities and other rights granted therein to the parties hereto, and the undersigned will not do any act or perform any obligation which is not in accordance with the priorities and agreements set forth in the Intercreditor Agreement.

Dated: _______________, 2001

SDK AD, LLC

WITNESS:

By: SDK Investments, Inc.

__________________________

__________________________ By: ________________________________

Stephen D. King, President

STATE OF ________________ )

)SS:

COUNTY OF ______________ )

This instrument was acknowledged before us this ________ day of _______________, 2001 by Stephen D. King, President of SDK Investments, Inc., Manager of SDK AD, LLC, an Ohio limited liability company, on behalf of the limited liability company.

________________________________________

Notary Public

ACKNOWLEDGMENT BY

SD KINGDM, LLC

The undersigned hereby acknowledges that it has received a copy of the foregoing Intercreditor Agreement by and between Great Western Business Services, Inc., The Shaar Fund Ltd., GSI Ventures, LLC and Fairview Partners (the "Intercreditor Agreement"), and consents thereto, and agrees to recognize all priorities and other rights granted therein to the parties hereto, and the undersigned will not do any act or perform any obligation which is not in accordance with the priorities and agreements set forth in the Intercreditor Agreement.

Dated: _______________, 2001

SD KINGDM, LLC

WITNESS:

By: SDK Investments, Inc.

____________________________

____________________________ By: _________________________________

Stephen D. King, President

STATE OF ________________ )

)SS:

COUNTY OF ______________ )

This instrument was acknowledged before us this ________ day of _______________, 2001 by Stephen D. King, President of SDK Investments, Inc., Manager of SD KINGDM, LLC, an Ohio limited liability company, on behalf of the limited liability company.

________________________________________

Notary Public







-----END PRIVACY-ENHANCED MESSAGE-----

EX-10.63

Exhibit 10.63

STOCK PURCHASE AGREEMENT

BETWEEN

TIM McQUAID

AND

PopMail.com, inc.

February 14, 2001

STOCK PURCHASE AGREEMENT

This Agreement entered into as of February 14, 2001, by and among PopMail.com, inc., a Minnesota corporation ("Seller" and/or "Shareholder"), and Tim McQuaid ("Buyer"). The Seller and Buyer are referred to collectively herein as the "Parties," and individually as a "Party."

The Seller owns all of the outstanding capital stock of Fan Asylum, Inc., a California corporation (the "Target").

This Agreement contemplates a transaction in which the Buyer will purchase from the Seller, and the Seller will sell to the Buyer, all of the outstanding capital stock of the Target in return for cash and the other consideration set forth herein.

1. Definitions.

"Adverse Consequences" means all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, reasonable amounts paid in settlement, liabilities, obligations, taxes, liens, losses, expenses, and fees, including court costs and reasonable attorneys' fees and expenses.

"Affiliate" has the meaning set forth in Rule 12b-2 of the regulations promulgated under the Securities Exchange Act.

"Affiliated Group" means any affiliated group within the meaning of Code 1504(a) or any similar group defined under a similar provision of state, local or foreign law.

"Allocable Portion" means with respect to the share of any Seller in a particular amount that fraction equal to the number of Target Shares the Seller holds as set forth in 4(b) of the Disclosure Schedule over the total number of outstanding Target Shares.

"Buyer" has the meaning set forth in the preface above.

"Cash" means cash and cash equivalents (including marketable securities and short term investments) calculated in accordance with GAAP applied on a basis consistent with the preparation of the Financial Statements.

"Closing" has the meaning set forth in 2(f) below.

"Closing Date" has the meaning set forth in 2(f) below.

"COBRA" means the requirements of Part 6 of Subtitle B of Title I of ERISA and Code 4980B.

"Code" means the Internal Revenue Code of 1986, as amended.

"Confidential Information" means any information concerning the businesses and affairs of the Target that is not already generally available to the public.

"Employee Benefit Plan" means any (a) nonqualified deferred compensation or retirement plan or arrangement, (b) qualified defined contribution retirement plan or arrangement which is an Employee Pension Benefit Plan, (c) qualified defined benefit retirement plan or arrangement which is an Employee Pension Benefit Plan (including any Multiemployer Plan), or (d) Employee Welfare Benefit Plan or material fringe benefit or other retirement, bonus, or incentive plan or program.

"Employee Pension Benefit Plan" has the meaning set forth in ERISA 3(2).

"Employee Welfare Benefit Plan" has the meaning set forth in ERISA 3(1).

"Environmental, Health, and Safety Requirements" shall mean all federal, state, local and foreign statutes, regulations, and ordinances concerning public health and safety, worker health and safety, and pollution or protection of the environment, including without limitation all those relating to the presence, use, production, generation, handling, transportation, treatment, storage, disposal, distribution, labeling, testing, processing, discharge, release, threatened release, control, or cleanup of any hazardous materials, substances or wastes, as such requirements are enacted and in effect on or prior to the Closing Date.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended.

"ERISA Affiliate" means each entity which is treated as a single employer with Seller for purposes of Code 414.

"GAAP" means United States generally accepted accounting principles as in effect from time to time.

"Income Tax" means any federal, state, local, or foreign income tax, including any interest, penalty, or addition thereto, whether disputed or not.

"Income Tax Return" means any return, declaration, report, claim for refund, or information return or statement relating to Income Taxes, including any schedule or attachment thereto.

"Knowledge" means actual knowledge without independent investigation.

"Multiemployer Plan" has the meaning set forth in ERISA 3(37).

"Ordinary Course of Business" means the ordinary course of business consistent with part custom and practice (including with respect to quantity and frequency).

"Party" has the meaning set forth in the preface above.

"PBGC" means the Pension Benefit Guaranty Corporation.

"Person" means an individual, a partnership, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, or a governmental entity (or any department, agency, or political subdivision thereof).

"Purchase Price" has the meaning set forth in 2(b) below.

"Reportable Event" has the meaning set forth in ERISA 4043.

"Securities Act" means the Securities Act of 1933, as amended.

"Securities Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Security Interest" means any mortgage, pledge, lien, encumbrance, charge, or other security interest, other than (a) mechanic's, materialmen's, and similar liens, (b) liens for taxes not yet due and payable or for taxes that the taxpayer is contesting in good faith through appropriate proceedings, (c) purchase money liens and liens securing rental payments under capital lease arrangements, and (d) other liens arising in the Ordinary Course of Business and not incurred in connection with the borrowing of money.

"Seller" has the meaning set forth in the preface above.

"Subsidiary" means any corporation with respect to which a specified Person (or a Subsidiary thereof) owns a majority of the common stock or has the power to vote or direct the voting of sufficient securities to elect a majority of the directors.

"Target" has the meaning set forth in the preface above.

"Target Share" means any share of the Common Stock of the Target.

"Third Party Claim" has the meaning set forth in 8(d) below.

2. Purchase and Sale of Target Shares.

(a) Basic Transaction. On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, the Seller agrees to sell to the Buyer, all of its Target Shares for the consideration specified below in this 2.

(b) Purchase Price. The Buyer agrees to pay to the Seller at the Closing the "Purchase Price" by delivery of (i) $100,000 in cash by wire transfer or other delivery of immediately available funds (disbursement of which is subject to post-closing covenants as described herein), (ii) the forfeiture of all rights to receive additional PopMail stock, beyond the 87,673 shares purchased on or about October 12, 2000 which are currently in escrow and to which he is currently entitled and (iii) the release of all claims against Seller, Seller's subsidiaries, past and present officers and directors of Seller and Seller's subsidiaries, and agents, attorneys, consultants and employees of Seller. In addition, (A) McQuaid shall not be entitled to the 280,000 earn-out shares or any shares which would otherwise be issued in connection with his reset rights under the agreement by which PopMail.com, inc. bought the shares of Fan Asylum and (B) PopMail.com, inc. shall have a 15% carried interest in Target, such that if Target shall be sold before January 31, 2004, PopMail.com, inc. shall receive 15% of the net sales proceeds arising from the sale of Target.

(c) Liabilities of Target. Buyer takes the stock of Target subject to all the liabilities of Target as they existed as of the Closing Date.

(d) Releases. On Closing, Buyer shall release Seller of any and all claims it may have up through the date of Closing of this Agreement. Seller shall release Buyer, Buyer's subsidiaries, past and present officers and directors of Buyer and Buyer's subsidiaries, and agents, attorneys, consultants and employees of Buyer of any and all claims it may have against Buyer up through the date of Closing of this Agreement, including any rights under the Covenant not to Compete contained in the June 14, 2000 Stock Purchase Agreement and/or Employment Agreement and/or Non-Compete Agreement between Tim McQuaid and Popmail.com and Fan Asylum, Inc. (together, the "2000 Stock Purchase Agreement").

(e) Popmail Shares. The 87,673 shares of PopMail.com, inc. referenced in 2(b) above shall be released from escrow to Buyer upon the Closing, and shall be included in the next registration statement which PopMail.com, inc. prepares and be `locked up' (no public sale allowed) for 90 days from the Closing Date. Provided, however, that if said registration statement is not accepted, PopMail.com, inc. agrees to include said share on each subsequent registration statement which it files for any stock of the same class.

(f) The Closing. The closing of the transactions contemplated by this Agreement (the "Closing") shall take place at the offices of McQuaid, Metzler, Bedford & Van Zandt, commencing at 5:00 p.m. local time on or before February 15, 2001 or such other date as the Buyer and Seller may mutually determine (the "Closing Date).

(g) Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyer the various certificates, instruments, and documents referred to in 7(a) below, (ii) the Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in 7(b) below, (iii) the Seller will deliver to the Buyer stock certificates representing all of his or its Target Shares, endorsed in blank or accompanied by duly executed assignment documents, and will deliver all of Target's corporate and financial records, and the releases of liens described in 3(a)(v) below, iv) the Buyer will deliver to Seller the cash consideration specified in 2(b) above, and (v) the Seller will deliver to the Buyer the shares of PopMail.com, inc. described in 2(e) above.

3. Representations and Warranties Concerning the Transaction.

(a) Representations and Warranties of the Seller. Seller represents and warrants to the Buyer that the statements contained in this 3(a) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this 3(a)) with respect to himself or itself, except as set forth herein.

(i) Organization of Seller. Seller is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation.

(ii) Authorization of Transaction. The Seller has full power and authority (including, if the Seller is a corporation, full corporate power and authority) to execute and deliver this Agreement and to perform his or its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

(iii) Noncontravention. Other than the liens specifically identified in 3(a)(v) below, neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (A) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Seller is subject or, if the Seller is a corporation, any provision of its charter or bylaws or (B) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which the Seller is a party or by which it is bound or to which any of its assets is subject.

(iv) Brokers' Fees. The Seller has no liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement for which the Buyer could become liable or obligated.

(v) Target Shares. The Seller holds of record and owns beneficially 1,000 Target Shares, free and clear of any restrictions on transfer (other than restrictions under the Securities Act and state securities laws), taxes, Security Interests, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. The Seller is not a party to any option, warrant, purchase right, or other contract or commitment that could require the Seller to sell, transfer, or otherwise dispose of any capital stock of the Target (other than this Agreement). The Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of the Target. In addition to, and not by way of limitation of the foregoing, Seller specifically warrants that it will deliver the Target Shares free and clear of any liens held or purported to be held by the Shaar Fund Ltd., SDK Investments, GSI Ventures, LLC, or Stephen King or any Affiliate of any of them.

(b) Representations and Warranties of the Buyer. Buyer represents and warrants to the Seller that the statements contained in this 3(b) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this 3(b)), except as set forth herein.

(i) Authorization of Transaction. The Buyer has full power and to execute and deliver this Agreement and to perform his obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions. The Buyer need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

(ii) Noncontravention, Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (A) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Buyer is subject or any provision of its charter or bylaws or (B) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which the Buyer is a party or by which it is bound or to which any of its assets is subject.

(iii) Brokers' Fees. Buyer has no liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement for which any Seller could become liable or obligated.

(iv) Investment. The Buyer is not acquiring the Target Shares with a view to or for sale in connection with any distribution thereof within the meaning of the Securities Act.

4. Representations and Warranties Concerning the Target. Subject to the representations and warranties given by the Selling Shareholders in Article IV of the 2000 Stock Purchase Agreement being correct in all material respects, Seller makes the following Representations and Warranties:

(a) Organization, Qualification, and Corporate Power. Target is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation.

(b) Capitalization. The entire authorized capital stock of the Target consists of ten million (10,000,000) Target Shares, of which one thousand (1,000) Target Shares are issued and outstanding. All of the issued and outstanding Target Shares have been duly authorized, are validly issued, fully paid, and nonassessable, and are held of record by. There are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require the Target to issue, sell, or otherwise cause to become outstanding any of its capital stock. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to the Target.

(c) Title to Tangible Assets. The Target has good and marketable title to, or a valid leasehold interest in, the material tangible assets it uses regularly in the conduct of its business.

(d) Tax Matters. Seller will be responsible for all state and federal Income Tax Returns that Target is or was required to file while the Seller owned Target through the Closing Date, and has or will pay all Income Taxes owing, except where the failure to file Income Tax Returns or to pay Income Taxes would not have a material adverse effect on the financial condition of the Target taken as a whole. Seller covenants that it will not report in any Income Tax Return or related filing any allocation to Target of items of income or expenses that is not reflected on the books as maintained by Target for the time that Seller has been the owner of Target's shares, except to the extent that such allocation is required by the Code or regulations thereunder.

(e) Real Property. Target owns no real estate, and leases its current office property from Buyer.

(f) Intellectual Property. Seller has not transferred any of the intellectual property held by Target when it was acquired by Seller to any party. Any Intellectual Property held by Seller as of the date of acquisition of Target by Seller, unless it has expired, lapsed or otherwise been terminated through no fault of Seller, remains the property of Target.

(g) Contracts. Seller has not caused Target to enter into any contract not signed by Tim McQuaid.

(h) Litigation. To the Knowledge of Seller, other than the case of Law and Cerreta v. McQuaid and Fan Asylum, Inc. (Civ. Case No. 314245, San Francisco Superior Court) there is no instance in which the Target (i) is subject to any outstanding injunction, judgment, order, decree, ruling, or charge or (ii) is a party to any action, suit, proceeding, hearing, or investigation of, in, or before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction, except where the injunction, judgment, order, decree, ruling, action, suit, proceeding, hearing, or investigation would not have a material adverse effect on the financial condition of the Target taken as a whole.

(i) Disclaimer of other Representations and Warranties. Except as expressly set forth in Sections 2(e), 3 and this Section 4, the Seller make no representation or warranty, express or implied, at law or in equity, in respect of the Target, its Subsidiaries, or any of their respective assets, liabilities or operations, including, without limitation, with respect to merchantability or fitness for any particular purpose, and any such other representations or warranties are hereby expressly disclaimed. Buyer hereby acknowledges and agrees that, except to the extent specifically set forth in Section 3 and this Section 4, the Buyer is purchasing the Target shares on an "as-is, where-is" basis.

5. Pre-Closing Covenants. The Parties agree as follows with respect to the period between the execution of this Agreement and the Closing.

(a) General. Each of the Parties will use his or its reasonable best efforts to take all action and to do all things necessary in order to consummate and make effective the transactions contemplated by this Agreement (including satisfaction, but not waiver, of the closing conditions set forth in 7 below).

(b) Exclusivity. Seller will not (and the Seller will not cause or permit Target to) solicit, initiate, or encourage the submission of any proposal or offer from any Person relating to the acquisition of all or substantially all of the capital stock or assets of Target (including any acquisition structured as a merger, consolidation, or share exchange); provided, however, that the Seller, the Target, and their directors and officers will remain free to participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any Person to do or seek any of the foregoing to the extent their fiduciary duties may require.

6. Post-Closing Covenants. The Parties agree as follows with respect to the period following the Closing.

(a) General. In case at any time after the Closing any further action is necessary to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under 8 below).

(b) Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving Target, each of the other Parties shall cooperate with him or it and his or its counsel in the defense or contest, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the defense or contest, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under 8 below).

(c) Funding. (i) Any capital (or funding of any kind) advanced to Target by Seller on or after January 31, 2001 and through the date of Close shall be reimbursed to Seller at Closing. (ii) Buyer commits to providing a minimum of $200,000 in funding to Target within 90 days of Closing.

(d) Disbursements from Escrows. So long as all other conditions of this Agreement are satisfied, Buyer and Seller covenant to execute escrow instructions at Closing which pertain to the escrow held by the law firm of Maslon Edelman Borman & Brand, LLP (the "Escrow Agent") instructing the Escrow Agent to disburse $50,000 of $100,000 in its possession to Seller and to hold the remaining $50,000 in accordance with this Section 6(d). Buyer shall thereafter cause Target to endeavor to secure a suitable fan club contract with Aerosmith. Seller shall file a registration statement which includes Buyer's 87,673 shares of PopMail.com, inc. described in sections 2(b) and 2(e) above. If and only if a contract with Aerosmith is secured, and said registration statement is filed, both to be consummated no later than 60 days following the Closing, then Buyer and Seller covenant to execute further escrow instructions to the Escrow Agent instructing it to disburse the remaining $50,000 of $100,000 in its possession to Seller. If either condition is not satisfied within 60 days following the Closing, then the Escrow Agent shall return the remaining $50,000 in funds in its possession to Buyer, and Buyer shall have no further obligation

to Seller.

7. Conditions to Obligation to Close.

(a) Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:

(i) the representations and warranties set forth in 3(a) and 4 above shall be true and correct in all material respects at and as of the Closing Date;

(ii) the Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;

(iii) there shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement;

(iv) the Seller shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in 7(a)(i)-(iii) is satisfied in all respects;

(v) all actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be satisfactory in form and substance to the Buyer.

The Buyer may waive any condition specified in this 7(a) if it executes a writing so stating at or prior to the Closing.

(b) Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions:

(i) the representations and warranties set forth in 3(b) above shall be true and correct in all material respects at and as of the Closing Date;

(ii) the Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;

(iii) there shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement;

(iv) the Buyer shall have delivered to the Seller a certificate to the effect that each of the conditions specified above in 7(b)(i)-(iii) is satisfied in all respects;

(v) Seller's Board of Directors shall have approved and Seller's secured lenders shall have approved and released all liens on Target Stock and Target assets;

(vi) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be [reasonably] satisfactory in form and substance to the Requisite Seller.

Seller may waive any condition specified in this 7(b) if it executes a writing so stating at or prior to the Closing.

8. Survival of Representations and Warranties.

Other than as set forth in 4(d) and in 4(f) above, none of the representations and warranties of the Seller contained in 4 above shall survive the Closing hereunder. All of the representations and warranties of the Parties contained in 3 above shall survive the Closing (unless the damaged Party knew or had reason to know of any misrepresentation or breach of warranty at the time of Closing) and continue in full force and effect forever thereafter (subject to any applicable statutes of limitations).

9. Termination.

(a) Termination of Agreement. Certain of the Parties may terminate this Agreement as provided below:

(i) Buyer and Seller may terminate this Agreement by mutual written consent at any time prior to the Closing;

(ii) the Buyer may terminate this Agreement by giving written notice to Seller at any time prior to the Closing in the event (A) Seller has given the Buyer any notice pursuant to this Agreement above and (B) the development that is the subject of the notice has had a material adverse effect upon the financial condition of the Target taken as a whole;

(iii) the Buyer may terminate this Agreement by giving written notice to Seller at any time prior to the Closing (A) in the event Seller has breached any material representation, warranty, or covenant contained in this Agreement (other than the representations and warranties in 4 above) in any material respect, the Buyer has notified Seller of the breach, and the breach has continued without cure for a period of 15 days after the notice of breach or (B) if the Closing shall not have occurred on or before February 15, 2001, (unless the failure results primarily from the Buyer itself breaching any representation, warranty, or covenant contained in this Agreement); and

(iv) Seller may terminate this Agreement by giving written notice to the Buyer at any time prior to the Closing (A) in the event the Buyer has breached any material representation, warranty, or covenant contained in this Agreement in any material respect, any of the Seller has notified the Buyer of the breach, and the breach has continued without cure for a period of 15 days after the notice of breach or (B) if the Closing shall not have occurred on or before February 15, 2001, (unless the failure results primarily from Seller breaching any representation, warranty, or covenant contained in this Agreement).

(b) Effect of Termination. If any Party terminates this Agreement pursuant to 9(a) above, all rights and obligations of the Parties hereunder shall terminate without any liability of any Party to any other Party (except for any liability of any Party then in breach); provided, however, that the confidentiality provisions contained herein shall survive termination.

10. Miscellaneous.

(a) Press Releases and Public Announcements. No Party shall issue any press release or make any public announcement relating to the subject matter of this Agreement without the prior written approval of the Buyer and Seller; provided, however, that any Party may make any public disclosure it believes in good faith is required by applicable law or any listing or trading agreement concerning its publicly-traded securities (in which case the disclosing Party will use its best efforts to advise the other Parties prior to making the disclosure).

(b) No Third-Party Beneficiaries. This Agreement shall not confer any rights or remedies upon any Person other than the Parties and their respective successors and permitted assigns.

(c) Entire Agreement. This Agreement (including the documents referred to herein) constitutes the entire agreement among the Parties and supersedes any prior understandings, agreements, or representations by or among the Parties, written or oral, to the extent they have related in any way to the subject matter hereof.

(d) Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of his or its rights, interests, or obligations hereunder without the prior written approval of the Buyer and Seller; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).

(e) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.

(f) Headings. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

(g) Notices. All notices, requests, demands, claims, and other communications hereunder will be in writing. Any notice, request, demand, claim, or other communication hereunder shall be deemed duly given if (and then two business days after) it is sent by registered or certified mail, return receipt requested, postage prepaid, and addressed to the intended recipient as set forth below:

If to the Seller: Copy to:

PopMail.com, inc. Maslon, Edelman, Borman & Brand

Attn: Stephen Spohn Attn: William Mower

1333 Corporate Drive 3300 Norwest Center

Suite 350 Minneapolis, Minnesota 55402

Irving, Texas 75038

If to the Buyer:

Fan Asylum, Inc.

Attn: Tim McQuaid

1250 Folsom Street

San Francisco, CA 94103

Copy to:

McQuaid, Metzler, Bedford & Van Zandt, LLP

Attn: J. Dennis McQuaid, Esq.

221 Main Street, 16^th Floor

San Francisco, CA 94105

Any Party may send any notice, request, demand, claim, or other communication hereunder to the intended recipient at the address set forth above using any other means (including personal delivery, expedited courier, messenger service, telecopy, telex, ordinary mail, or electronic mail), but no such notice, request, demand, claim, or other communication shall be deemed to have been duly given unless and until it actually is received by the intended recipient. Any Party may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other Parties notice in the manner herein set forth.

(h) Governing Law. This Agreement shall be governed by and construed in accordance with the domestic laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of California.

(i) Amendments and Waivers. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by the Buyer and Seller. No waiver by any Party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

(j) Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.

(k) Expenses. Each of the Buyer, the Target, and the Seller will bear its own costs and expenses (including legal fees and expenses) incurred in connection with this Agreement and the transactions contemplated hereby.

(l) Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. Any reference to any federal, state, local, or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The word "including" shall mean including without limitation.

(m) Incorporation of Exhibits, Annexes, and Schedules. The Exhibits, Annexes, and Schedules identified in this Agreement are incorporated herein by reference and made a part hereof.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.

PopMail.com, inc. PopMail.com, inc.

Stephen J. Spohn, Secretary Stephen J. Spohn, C.F.O.

By: ________________________ By: _______________________

TIM McQUAID

By: __________________________

EX-10.64

Exhibit 10.64

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. HOLDERS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

PROMISSORY NOTE

$100,000.00 March 2, 2001

Minneapolis, MN

Subject to the terms and conditions of this Note, for good and valuable consideration received in the form of fifty thousand dollars ($50,000) on March 2, 2001 and fifty thousand dollars ($50,000) on February 1, 2001, PopMail.com, Inc., a Minnesota corporation (the "Company"), promises to pay to the order of The Shaar Fund Ltd. (the "Holder"), the principal amount of one hundred thousand dollars ($100,000.00), plus simple interest accrued on unpaid principal from the date of this Note until paid at the rate of twelve percent (12%) per annum, payable on demand.

The following is a statement of the rights of the Holder and the terms and conditions to which this Note is subject, and to which the Holder hereof, by the acceptance of this Note, agrees. Neither Holder, its principals or affiliates have any other obligations, liabilities or responsibilities to the Company except as expressly set forth in this Note or as may otherwise be agreed to in writing by the parties.

Payment. The principal and accrued interest under this Note will be paid to the Holder within five (5) days of demand by the Holder (the "Maturity Date"). All payments of principal and/or interest under this Note will be made by mail to the address of record of the Holder.

Events of Default. If the Company defaults in the payment of any part of the principal or interest of this Note when due and payable, and if such default is not cured by the Company within five (5) business days after the Holder has given the Company written notice of such default, then the Holder may declare the entire unpaid principal and accrued interest on this Note immediately due and payable, by notice in writing to the Company, without any other presentment, demand, protest or other notice of any kind or character, all of which are hereby expressly waived, anything herein to the contrary notwithstanding.

Assignment. The rights and obligations of the Company and the Holder will be binding upon and inure to the benefit of the successors, assigns, heirs, administrators and transferees of the parties. The Company may not assign this Note without the express written consent of Holder.

Waiver and Amendment. Any provision of this Note may be amended, waived or modified upon the written consent of the Company and the Holder.

Notices. Any notice, request or other communication required or permitted hereunder will be in writing and shall be deemed to have been duly given if delivered (i) personally or telephonically (including by facsimile), (ii) by email (if receipt thereof is confirmed by a separate message delivered by the recipient to the sender), (iii) by courier, or (iv) mailed by registered or certified mail, postage prepaid, at the respective addresses of the parties as set forth herein. Notice to the Holder shall be provided to: The Shaar Fund Ltd., c/o Levinson Capital Management, Attention: Samuel Levinson, 2 World Trade Center, Suite 1820, New York, NY 10048. Any party hereto may by notice so given change its address for future notice under this Note. Notice will conclusively be deemed to have been given when personally delivered or when deposited in the mail or delivered to a courier, or when sent by email following confirmation in the manner set forth above and will be deemed to have been received when delivered.

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota, excluding that body of law relating to conflict of laws.

Headings. All headings used herein are used for convenience only and will not be used to construe or interpret this Note.

IN WITNESS WHEREOF, the parties have caused this Note to be issued on March 2, 2001.

"COMPANY":

PopMail.com, Inc.

By: Stephen J. Spohn

Title: CFO

Address: PopMail.com, Inc.

1333 Corporate Drive, Suite 350

Irving, TX 75038

EX-10.65

Exhibit 10.65

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. HOLDERS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

PROMISSORY NOTE

$80,000.00 March 13, 2001

Minneapolis, MN

Subject to the terms and conditions of this Note, for good and valuable consideration received in the form of fifty thousand dollars ($50,000) on March 13, 2001 and thirty thousand dollars ($30,000) on March 16, 2001, PopMail.com, Inc., a Minnesota corporation (the "Company"), promises to pay to the order of The Shaar Fund Ltd. (the "Holder"), the principal amount of eighty thousand dollars ($80,000.00), plus simple interest accrued on unpaid principal from the date of this Note until paid at the rate of twelve percent (12%) per annum, payable on demand.

The following is a statement of the rights of the Holder and the terms and conditions to which this Note is subject, and to which the Holder hereof, by the acceptance of this Note, agrees. Neither Holder, its principals or affiliates have any other obligations, liabilities or responsibilities to the Company except as expressly set forth in this Note or as may otherwise be agreed to in writing by the parties.

Payment. The principal and accrued interest under this Note will be paid to the Holder within five (5) days of demand by the Holder (the "Maturity Date"). All payments of principal and/or interest under this Note will be made by mail to the address of record of the Holder.

Events of Default. If the Company defaults in the payment of any part of the principal or interest of this Note when due and payable, and if such default is not cured by the Company within five (5) business days after the Holder has given the Company written notice of such default, then the Holder may declare the entire unpaid principal and accrued interest on this Note immediately due and payable, by notice in writing to the Company, without any other presentment, demand, protest or other notice of any kind or character, all of which are hereby expressly waived, anything herein to the contrary notwithstanding.

Assignment. The rights and obligations of the Company and the Holder will be binding upon and inure to the benefit of the successors, assigns, heirs, administrators and transferees of the parties. The Company may not assign this Note without the express written consent of Holder.

Waiver and Amendment. Any provision of this Note may be amended, waived or modified upon the written consent of the Company and the Holder.

Notices. Any notice, request or other communication required or permitted hereunder will be in writing and shall be deemed to have been duly given if delivered (i) personally or telephonically (including by facsimile), (ii) by email (if receipt thereof is confirmed by a separate message delivered by the recipient to the sender), (iii) by courier, or (iv) mailed by registered or certified mail, postage prepaid, at the respective addresses of the parties as set forth herein. Notice to the Holder shall be provided to: The Shaar Fund Ltd., c/o Levinson Capital Management, Attention: Samuel Levinson, 2 World Trade Center, Suite 1820, New York, NY 10048. Any party hereto may by notice so given change its address for future notice under this Note. Notice will conclusively be deemed to have been given when personally delivered or when deposited in the mail or delivered to a courier, or when sent by email following confirmation in the manner set forth above and will be deemed to have been received when delivered.

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota, excluding that body of law relating to conflict of laws.

Headings. All headings used herein are used for convenience only and will not be used to construe or interpret this Note.

IN WITNESS WHEREOF, the parties have caused this Note to be issued on March 13, 2001.

"COMPANY":

PopMail.com, Inc.

By: Stephen J. Spohn

Title: CFO

Address: PopMail.com, Inc.

1333 Corporate Drive, Suite 350

Irving, TX 75038

EX-10.66

Exhibit 10.66

INTERCREDITOR AND SUBORDINATION AGREEMENT

THIS INTERCREDITOR AND SUBORDINATION AGREEMENT (the "Intercreditor Agreement") is made as of this ___ day of __________, 2001, by and between GSI VENTURES, LLC, an Ohio limited liability company ("GSI"), THE SHAAR FUND LTD. ("Shaar"), GREAT WESTERN BUSINESS SERVICES, INC. ("GWBS"), a Texas corporation and FAIRVIEW PARTNERS, an Ohio general partnership ("Fairview")(each individually a "Lender" and collectively the "Lenders").

RECITALS:

WHEREAS, Popmail.com, Inc., a Minnesota corporation (the "Borrower"), is engaged in the business of (i) internet commerce and (ii) the ownership and operation of two Café Odyssey restaurants located at 320 South Avenue, Mall of America, Bloomington, Minnesota 55425 (the "MOA Restaurant") and at 500 16th Street, Suite 350, Denver, Colorado 80202 (the "Denver Restaurant") (collectively, the MOA Restaurant and the Denver Restaurant are referred to herein as the "Restaurant Operations"), which the MOA Restaurant has been or will be purchased by SDK AD, LLC, an Ohio limited liability company, and which the Denver Restaurant has been or will be purchased by SD KINGDM, LLC, an Ohio limited liability company;

WHEREAS, the Borrower and GSI are parties to that certain Loan Agreement dated December 1, 2000, as amended pursuant to the Amendment No. 1 to the Loan Agreement dated December 8, 2000, Amendment No. 2 to the Loan Agreement and Notes dated February 8, 2001 and other related agreements, all as may be amended further from time to time (collectively, the "GSI Loan Documents"), pursuant to which GSI has issued or will issue loans to Borrower in the aggregate original principal amount of up to Four Million Dollars ($4,000,000) (the "GSI Debt"). Pursuant to the GSI Loan Documents, Borrower has granted GSI a security interest in all of Borrower's assets related to the Restaurant Operations (the "Collateral") and a security interest in all other assets of the Borrower excluding the Restaurant Operations (the "Other Collateral");

WHEREAS, Borrower and GWBS have agreed to enter into a certain Promissory Note to be dated on or about February __, 2001 (the "GWBS/Popmail Note"), GWBS and SDK AD, LLC have agreed to enter into a certain Promissory Note to be dated of even date with the GWBS/Popmail Note, and GWBS and SDKINGDM, LLC have agreed to enter into a certain Promissory Note to be dated of even date with the GWBS/Popmail Note, and other related documents thereto, all as may be amended further from time to time (collectively, the "GWBS Loan Documents") pursuant to which Borrower, SDK AD, LLC and SDKINGDM, LLC will be obligated to pay GWBS an aggregate principal amount for all three notes of Eight Hundred Seventeen Thousand Dollars ($817,000.00) (the "GWBS Debt"). Pursuant to the GWBS Loan Documents, Borrower, SDK AD, LLC and SDKINGDM, LLC have granted or will grant GWBS a security interest in the Collateral;

WHEREAS, Borrower and Shaar are parties to that certain Loan Agreement dated December 20, 2000 and other related agreements, all as may be amended further from time to time (collectively, the "Shaar Loan Documents") pursuant to which Shaar has issued a loan to Borrower in the original principal amount of Two Hundred Thousand Dollars ($200,000) (the "Shaar Debt"). Pursuant to the Shaar Loan Agreement, Borrower has granted Shaar a security interest in the Collateral and the Other Collateral;

WHEREAS, Borrower and Fairview are parties to that certain Loan Agreement dated August 24, 1999, as amended pursuant to the Amendment To Loan Documents and Agreement dated October 30, 2000 and other related agreements (including the Assignment, Assumption and Modification Agreement entered into or to be entered into between Fairview SDK AD, LLC ("SDKAD"), SDKINGDM, LLC ("SDKINGDM") and Popmail.com, inc. concerning the Fairview Debt (the "Fairview Agreement")), all as may be amended further from time to time (collectively the "Fairview Loan Documents") pursuant to which Fairview has issued a loan to Borrower in the original principal amount of Two Million Dollars ($2,000,000) with a current outstanding principal balance of One Million Five-Hundred Thousand Dollars ($1,500,000) (the "Fairview Debt"). Pursuant to the Fairview Loan Documents, Borrower has granted Fairview a security interest in the Collateral (the GSI Loan Documents, GWBS Loan Documents, Shaar Loan Documents and Fairview Loan Documents are sometimes collectively referred to herein as the "Loan Documents") (the GSI Debt, GWBS Debt and the Shaar Debt are sometimes collectively referred to as the "Subordinate Debt" and GSI, GWBS and Shaar are sometimes collectively referred to as "Subordinate Lenders" or individually as a "Subordinate Lender"); and

WHEREAS, GSI, GWBS, Shaar and Fairview, each as a creditor of Borrower, desire to enter into this Intercreditor Agreement for purposes of setting forth the relative rights and interests of each party in and to the collateral pledged by Borrower.

NOW, THEREFORE, in consideration of the foregoing Recitals, which are hereby incorporated herein as if fully set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Subordination and Intercreditor Provisions.

1.1 Subordination. Subject to Section 1.3 of this Intercreditor Agreement, each of the Subordinate Lenders agree that each Subordinate Lender's right to receive scheduled payments of principal and/or interest under their respective Loan Documents shall be subordinate and junior to Fairview's right to receive scheduled payments of principal and/or interest under the Fairview Loan Documents until such time as the Fairview Debt is repaid in full.

1.2 Insolvency, Etc.

(a) Subject to Section 1.3 of this Intercreditor Agreement, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceedings (collectively, "Bankruptcy Proceedings") relative to the Borrower or to the Collateral, or in the event of any proceedings for voluntary liquidation, dissolution or other winding up of the Borrower, whether or not involving insolvency or bankruptcy, Fairview shall be entitled in any such proceedings to receive payment from the sale or other distribution of the Collateral on account of the Fairview Debt before the Subordinate Lenders are entitled in any such proceedings to receive any payment on account of the Subordinate Debt from the sale or other distribution of the Collateral, and to that end in any such proceedings any payment or distribution of any kind or character of the Collateral, whether in cash or in other property, to which the Subordinate Lenders would be entitled but for the provisions hereof, shall be delivered to Fairview to the extent necessary to make payment in full in cash of all Fairview Debt remaining unpaid.

(b) The Subordinate Lenders at the request of Fairview shall in any proceedings described in Section 00, in the name of Fairview, file claims, proofs of claims and other instruments of similar character necessary to enforce the obligations of the Borrower in respect of the Subordinate Debt. In the event that any Subordinate Lender shall fail to take such action within five business days upon request by Fairview, Fairview may, on behalf of such Subordinate Lender, demand, sue for, collect and receive any and all such monies or other assets and give acquittance therefor, file any claim, proof of claim or other instrument of similar character, and take such other action (in its own name or in the name of such Subordinate Lender) as Fairview may reasonably deem necessary or advisable for enforcement of the obligations of the Borrower in respect of the Subordinate Debt; provided that, Fairview shall have no right to take any action in the name of any Subordinate Lender related to the Other Collateral.

1.3 Other Collateral; Conversion Rights.

(a) Notwithstanding anything to the contrary in this Intercreditor Agreement, nothing in this Intercreditor Agreement shall impair the rights of the Subordinate Lenders to take any and all action to enforce their respective rights in, or receive payments or distributions on account of a sale or other disposition of the Other Collateral; provided, however, the Subordinate Lenders shall not take any action to enforce their respective rights in the Other Collateral that would have a material adverse effect on the Collateral; provided further, that any actions taken by a Subordinate Lender to enforce its rights on Other Collateral that is not owned or in the possession of the holder of the Collateral shall be deemed to not cause a material adverse effect on the Collateral.

(b) In the event of any Bankruptcy Proceedings relative to the Borrower or the Other Collateral, or in the event of any proceedings for voluntary liquidation, dissolution or other winding up of the Borrower, whether or not involving insolvency or bankruptcy, GSI and Shaar shall be entitled in any such proceedings to receive payment, on a pro rata basis from the sale or other distribution of the Other Collateral on account of GSI Debt and Shaar Debt before Fairview and GWBS are entitled in any such proceedings to receive any payment on account of the Fairview Debt and GWBS Debt from the sale or other distribution of the Other Collateral, and to that end in any such proceedings any payment or distribution of any kind or character of the Other Collateral, whether in cash or in other property, to which Fairview or GWBS would be entitled but for the provisions hereof, shall be delivered to GSI and Shaar to the extent necessary to make payment in full in cash of all GSI Debt and Shaar Debt remaining unpaid.

(c) Notwithstanding anything to the contrary in this Intercreditor Agreement, the Subordinate Lenders are permitted at any time to exercise their rights to convert any of the Subordinate Debt into the common stock of Borrower or accept any prepayments or payments on the Subordinate Debt that are made with the Borrower's common stock or other equity securities of Borrower.

2. Security Interests; Priority.

2.1 Notwithstanding any conflicting terms or conditions which may be contained in any of the Loan Documents, the time of filing or renewal of any financing statement, the time of attachment of any security interest or any other priority provided by law: (a) the security interests upon the Collateral evidenced by the Fairview Loan Documents shall have priority over all other security interests upon the Collateral evidenced by the Loan Documents; (b) the security interests upon the Collateral of GWBS evidenced by the GWBS Loan Documents shall have priority over all other security interests upon the Collateral evidenced by the Loan Documents, except those evidenced by the Fairview Loan Documents; and (c) the security interests upon the Collateral of GSI and Shaar shall be subordinate to all security interests evidenced by the Fairview Loan Documents and GWBS Loan Documents and shall be pari passu with respect to each other as evidenced by that certain Intercreditor Agreement between GSI and Shaar dated December 21, 2000 (the "GSI/Shaar Intercreditor Agreement"). Notwithstanding anything to the contrary herein, this Intercreditor Agreement shall not affect the rights and obligations between Shaar and GSI as set forth in the GSI/Shaar Intercreditor Agreement.

2.2 Each Lender shall be solely responsible for perfecting and maintaining the perfection of its security interests in and to each item constituting the Collateral in which such Lender has been granted a security interest. The provisions of this Intercreditor Agreement are intended solely to govern the respective lien priorities as between the Lenders and, except as set forth herein, shall not impose on any Lender any obligations in respect of the disposition of proceeds of foreclosure on any Collateral which would conflict with prior perfected claims therein in favor of any other person or any order or decree of any court or governmental authority or any applicable law. Notwithstanding anything to the contrary herein, the relative priority arrangements set forth in this Intercreditor Agreement are expressly conditioned on the non-avoidability and perfection of the security interests and/or liens evidenced by the Loan Documents and if the security interests and/or liens evidenced by the Loan Documents are not perfected or are voidable for any reason, then such relative priority arrangements set forth herein shall not be effective to the extent of any such avoidability or non-perfection; provided, however, that this condition shall be null and void and of no effect if at any time any Lender shall directly or indirectly take any action to contest or challenge the validity, legality, enforceability, perfection, priority or avoidability of any other Lender's loans or documents or any of the security interests and/or liens of any other Lender in any of the Collateral or if such action is taken by SDKAD or SDKINGDM while Fairview is the manager of either such entity.

2.3 The lien priorities provided in this Section 0 shall not be altered or otherwise affected by any amendment, modification, supplement, extension, renewal, restatement or refinancing of any indebtedness evidenced by any of the Loan Documents. The respective rights and priorities of each Lender in any assets of the Borrower not specified herein shall not be affected in any way by this Intercreditor Agreement.

3. Default Under the Loan Documents.

3.1 In the event that Borrower shall cause or permit to occur an event of default under any of the Loan Documents, such Lender that is a party to any such Loan Document (a "Notifying Lender") will, upon becoming aware of the existence of such event of default, use its best efforts to notify all other Lenders of the existence of such event of default. Receipt by any Lender of such a notice of default shall not cause any Lender to be obligated to cure any such default. Failure of a Notifying Lender to provide such notice of default shall not result in any liability to any Lender in the absence of gross negligence or willful misconduct. Upon receiving notice from a Notifying Lender of an event of default for failure to pay monies due and owing to any Lender under any Loan Document, any Lender may, but is not required to, cure such payment default on behalf of Borrower within ten (10) business days of receiving notice of the payment default from a Notifying Lender. During such ten (10) business day period, if any Lender cures such payment default, Lenders shall not take any action against Borrower with respect to such default. In the event that any Lender elects to cure such payment default, any amount such Lender pays to any other Lender to cure Borrower's payment default shall be considered a portion of Borrower's indebtedness to such Lender.

3.2 In the event that a default or an event of default exists with respect to any of the Loan Documents, the applicable Lender may, after providing written notice of such default to all other Lenders and subject to the provisions of this Intercreditor Agreement, take any action it deems appropriate to enforce its rights and remedies under the Loan Documents and its security interests in or liens on, or exercise any other rights or remedies to foreclose or otherwise realize upon, any of the Collateral.

3.3 In the event Borrower defaults on its obligations to any Lender and, as a result, any Lender undertakes to enforce its security interest in the Collateral, each Lender agrees that it will not hinder, delay or otherwise prevent such Lender from taking any and all action which such Lender deems necessary to enforce its security interest in said Collateral and to realize thereon. Lenders agree that, to the extent any Lender receives any proceeds directly from any bank account, any account debtor or from the sale of any Collateral, then such Lender shall distribute such proceeds in accordance with the terms of this Intercreditor Agreement. To the extent that any Lender retains any Collateral pursuant to its respective rights as a secured party, such Collateral shall be divided among the Lenders in accordance with the terms of this Intercreditor Agreement.

4. Standstill. (a) Notwithstanding anything to the contrary in Section 3.3, or the rights of any Lender under applicable law or any provision of the Loan Documents to the contrary, each Subordinate Lender hereby covenants that it shall not:

(i) (A) accelerate payment of any indebtedness or any portion thereof under the Loan Documents, or (B) take any other action to enforce its rights under the Loan Documents, until the earlier of 60 days following the effective date hereof or the execution of the Fairview Agreement; provided that, each Lender may take any action to enforce its rights under the Loan Documents during such 60-day period in the event that a creditor of the Borrower who is not a party to this Agreement takes any action or provides notice to a Lender of its intent to take any action against Borrower to enforce its rights against the Borrower; and

(ii) take any action to enforce their respective rights in, or receive payments or distributions on account of a sale or other disposition of the Collateral upon an event of default under a Subordinate Lender's Loan Documents so long as:

(A) the Fairview Debt is outstanding; and

(B) (1) the Borrower, its guarantors or assigns are not in default on the Fairview Loan Documents, or (2) in the event that the Borrower, its guarantors or assigns are in default on the Fairview Loan Documents, Fairview has either taken no action to enforce its rights under the Fairview Loan Documents or the only action it takes is to take over as manager of SDKAD and/or SDKINGDM pursuant to its rights under the Fairview Loan Documents;

provided that, nothing herein shall impair the rights of the Subordinate Lenders to take any and all action to enforce their respective rights in the Other Collateral pursuant to Section 1.3(a) of this Agreement.

1. Notwithstanding anything to the contrary in Section 3.3, or the rights of any Lender under applicable law or any provision of the Loan Documents to the contrary, Fairview hereby covenants that it shall not:
1. accelerate payment of any indebtedness or any portion thereof under the Fairview Loan Documents, or (B) take any other action to enforce its rights under the Fairview Loan Documents, until the earlier of 60 days following the effective date hereof or the execution of the Fairview Agreement; provided that, Fairview may take any action to enforce its rights under the Loan Documents during such period in the event that a creditor of the Borrower who is not a party to this Agreement takes any action or provides notice to Fairview of its intent to take any action against Borrower to enforce its rights against the Borrower; and

(ii) take any action to enforce its rights in, or receive payments or distributions on account of a sale or other disposition of the Collateral upon an event of default of Popmail.com, inc. under the Fairview Loan Documents so long as (A) an event of default by SDKAD or SDKINGDM (as assignees of the Fairview Debt) has not occurred, and (B) if such event of default of Popmail.com, inc. is due to a failure to make payments when due, SDKAD and SDKINGDM assume the balance of the Fairview Debt not assumed by them under the Fairview Agreement within the applicable time period provided for in the Fairview Agreement.

(c) Notwithstanding anything to the contrary in this Section 4, but subject to Section 1.2, in the event of any Bankruptcy Proceeding relative to SDKAD, SDKINGDM or the Collateral, or in the event of any proceedings for voluntary liquidation, dissolution or other winding up of SDKAD or SDKINGDM, whether or not involving insolvency or bankruptcy, the Subordinate Lenders may take any and all action to enforce their respective rights under their respective Loan Documents.

5. Prepayments. Subject to Section 1.3 of this Intercreditor Agreement, without the prior written consent of Fairview, no Subordinate Lender shall be entitled to receive or retain any optional prepayment (in cash, property, by set-off or otherwise) of or on account of any Subordinate Debt.

6. Turn-Over of Payments Received. In the event that the Borrower shall make any payment on the Subordinate Debt which the holders thereof are not permitted to receive and retain pursuant to the terms of this Agreement, such payment shall be held in trust for the benefit of, and shall be paid over promptly on demand to, Fairview for application to the payment of all Fairview Debt remaining unpaid until the same shall have been paid in full in cash, after giving effect to any concurrent payment or distribution to Fairview. No such payments or distributions to Fairview by any Subordinate Lender shall be deemed to discharge any of such Subordinate Debt.

7. Representations and Warranties. As a material inducement to each other Lender to enter into this Intercreditor Agreement, each Lender hereby represents and warrants to each other Lender that the following are true and correct as of the date hereof and shall remain true and correct so long as this Intercreditor Agreement is in effect:

7.1 the execution, delivery and performance of this Intercreditor Agreement has been duly authorized by such Lender and does not contravene any law, any provision of the Loan Documents or any agreement to which such Lender is a party or by which it is bound;

7.2 this Intercreditor Agreement constitutes the legal, valid and binding obligation of such Lender and is binding and enforceable in accordance with its terms; and

7.3 the Loan Documents to which such Lender is a party are in the form of the copies thereof made available to each Lender, and no amendment, waiver or modification thereof shall be permitted without the written consent of all other Lenders, which shall not be unreasonably withheld or delayed.

8. Term; Default.

8.1 This Intercreditor Agreement shall continue for so long as any Lender has a security interest in the Collateral. This Intercreditor Agreement shall remain in full force and effect notwithstanding the filing of a petition for relief by or against Borrower under the United States Bankruptcy Code.

8.2 Nothing contained herein, or in any prior agreement or understanding, shall be deemed to create any duty on the part of any Lender to extend or continue financial accommodations to Borrower.

8.3 Notwithstanding anything to the contrary in the Loan Documents or this Intercreditor Agreement, Lenders acknowledge and agree that any additional indebtedness up to $4,000,000 of Borrower under the GSI Loan Documents and additional indebtedness up to $500,000 of Borrower under the Fairview Loan Documents shall not be considered an event of default or breach of this Intercreditor Agreement or the Loan Documents and Borrower shall not be required to obtain the consent of the Lenders to enter into any such indebtedness; provided, however, such additional indebtedness shall be subject to the terms of this Intercreditor Agreement. The additional indebtedness of up to $500,000 under the Fairview Loan Documents shall be considered as part of the Fairview Debt for purposes of this Agreement.

8.4 Notwithstanding anything to the contrary in the Loan Documents or this Intercreditor Agreement, Lenders hereby consent to the purchase by SDK AD, LLC, an Ohio limited liability company, from the Borrower of the Collateral associated with the MOA Restaurant and the purchase by SD KINGDM, LLC, an Ohio limited liability company, from the Borrower of the Collateral associated with the Denver Restaurant, and hereby waive any default under each Lender's Loan Documents that such a sale of the Collateral may create; provided, however, Borrower shall provide five (5) business days prior written notice to each Lender and shall cause SDK AD, LLC and SD KINGDM, LLC to execute any and all documents deemed necessary by any Lender to continue and maintain the Collateral and Lender's lien position in the Collateral, including but not limited to filing all appropriate UCC's which shall have the same priority as set forth herein. The Collateral shall continue to be subject to the terms and conditions of this Intercreditor Agreement.

9. Miscellaneous.

9.1 Neither of the parties hereto, nor any of their managers, members, officers, agents or employees, shall be responsible to any other party hereto or to any other person for: (a) Borrower's solvency, financial condition or ability to repay its indebtedness to any party hereto; (b) any oral or written statements of Borrower; or (c) the validity, sufficiency or enforceability of any indebtedness, any agreements or documents or the security interests and liens granted by Borrower to any party hereto. Each party hereto has entered into its respective agreements, documents and financing agreements with Borrower based upon its own independent investigation, and makes no warranty or representation to any other party hereto, with respect to the matters referred to in this Section 0.

9.2 Nothing contained herein, or in any prior agreement or understanding, shall be deemed to create any duty on the part of any Lender to extend or continue to extend financial accommodations to Borrower.

9.3 Each Lender irrevocably waives any right to compel any other Lender to marshal assets of the Borrower.

9.4 Any notice required or desired to be served, given or delivered hereunder shall be in the form and manner specified below, and shall be addressed to the party to be notified as follows:

If to GSI, to: If to GWBS:

SDK Investments, Inc. Great Western Business Services, Inc.

c/o Barycenter Capital Management 14643 Dallas Parkway, Suite 650

PMB 329 Dallas, Texas 75240

1232 W. Kemper Road

Cincinnati, Ohio 45240

Attn: Stephen D. King

If to Shaar, to: If to Fairview, to:

The Shaar Fund Ltd. Fairview Partners

c/o Levinson Capital Management 5807 McCray Court

2 World Trade Center, Suite 1820 Cincinnati, Ohio 45224

New York, New York 10048

Attention: Samuel Levinson

or to such other address as each party designates to the other parties by notice in the manner herein prescribed. Notice shall be deemed given hereunder if (i) delivered personally or otherwise actually received, (ii) sent by nationally recognized overnight courier service, (iii) mailed by first- class United States mail, postage prepaid, certified, with return receipt requested, or (iv) sent via telecopy machine with a duplicate signed copy sent on the same day as provided in clause (ii) above. Notice mailed as provided in clause (iii) above shall be effective upon the expiration of five (5) business days after its deposit in the United States mail, and notice telecopied as provided in clause (iv) above shall be effective upon delivery of such telecopy if the duplicate signed copy is sent under clause (iv) above. Notice given in any other manner described in this section shall be effective upon receipt by the addressee thereof; provided, however, that if any notice is tendered to an addressee and delivery thereof is refused by such addressee, such notice shall be effective upon such tender unless otherwise expressly set forth in such notice.

9.5 THIS AGREEMENT SHALL BE DEEMED TO HAVE BEEN MADE IN THE STATE OF OHIO AND THE VALIDITY OF THIS AGREEMENT, ITS CONSTRUCTION, INTERPRETATION AND ENFORCEMENT, AND THE RIGHTS OF THE PARTIES HEREUNDER, SHALL BE DETERMINED UNDER, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF OHIO. THE PARTIES HERETO AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE TRIED AND LITIGATED ONLY IN THE STATE OR FEDERAL COURTS LOCATED IN HAMILTON COUNTY, OHIO.

9.6 This Intercreditor Agreement shall be binding and deemed effective when executed by each of the parties hereto. This Intercreditor Agreement shall bind, and inure to the benefit of, the respective successors and assigns of each of the parties hereto, and shall be effective before and after any bankruptcy filing by or against Borrower.

9.7 The invalidity, illegality or unenforceability of any provision in or obligation under this Intercreditor Agreement shall not affect or impair the validity, legality or enforceability of the remaining provisions or obligations under this Intercreditor Agreement.

9.8 It is not the intent of either the parties hereto that Borrower be a third party beneficiary hereunder or have any other rights with respect to this Intercreditor Agreement.

9.9 This Intercreditor Agreement cannot be changed, amended, modified or terminated except by a written agreement signed by the duly authorized officers of the parties hereto. All prior agreements, understandings, representations, warranties, and negotiations, if any, are merged into this Agreement.

9.10 LENDERS, TO THE EXTENT EACH MAY LEGALLY DO SO, HEREBY EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, CAUSE OF ACTION OR PROCEEDING ARISING UNDER OR OUT OF THIS AGREEMENT OR IN ANY WAY CONNECTED WITH OR RELATED TO, OR INCIDENTAL TO, THE DEALINGS OF THE PARTIES HERETO WITH RESPECT TO THIS AGREEMENT OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND IRRESPECTIVE OF WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. LENDERS, TO THE EXTENT EACH MAY LEGALLY DO SO, HEREBY AGREE THAT ANY SUCH CLAIM, DEMAND, ACTION, CAUSE OF ACTION, OR PROCEEDINGS SHALL BE DECIDED BY A COURT TRIAL WITHOUT A JURY AND THAT EITHER PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR COPY OF THIS SECTION 0 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT BY THE UNDERSIGNED TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

9.11 For purposes of this Agreement, the term "Borrower" shall include any successors and assigns to Borrowers duties and obligations under any of the Loan Documents, including, without limitation, SDKAD and SDKINGDM.

9.12 Each Subordinate Lender acknowledges and consents to Borrower assigning and SDKAD and SDKINGDM assuming a portion of the Fairview Debt in accordance with the terms of the Fairview Agreement.

9.13 This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall together constitute one and the same instrument.

[SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF, this Intercreditor Agreement has been duly executed and delivered by each of the parties hereto as of the date first written above.

GREAT WESTERN BUSINESS SERVICES, INC.

WITNESS:

_________________________________ By:________________________________< /P>

Name:______________________________

_________________________________ Title:______________________________ _

FAIRVIEW PARTNERS

_________________________________ By:________________________________< /P>

Name:______________________________

_________________________________ Title:______________________________ _

THE SHAAR FUND LTD.

By: Levinson Capital Management

_________________________________ By:______________________________

Name: Sam Levinson

_________________________________ Title: Managing Director

GSI VENTURES, LLC

By: SDK Investments, Inc. (Manager

of GSI Ventures, LLC)

_________________________________ By:_____________________________

Name: Stephen D. King

_________________________________ Title: President

STATE OF ________________ )

)SS:

COUNTY OF ______________ )

This instrument was acknowledged before us this ________ day of _______________, 2001 by ___________________________, ____________________________ of Great Western Business Services, Inc., a Texas corporation, on behalf of the corporation.

________________________________________

Notary Public

STATE OF ________________ )

)SS:

COUNTY OF ______________ )

This instrument was acknowledged before us this ________ day of _______________, 2001 by ___________________________, ____________________________ of Fairview Partners, an Ohio general partnership, on behalf of the partnership.

________________________________________

Notary Public

STATE OF ________________ )

)SS:

COUNTY OF ______________ )

This instrument was acknowledged before us this ________ day of _______________, 2001 by Sam Levinson, Managing Director of Levinson Capital Management, on behalf of the The Shaar Fund Ltd.

________________________________________

Notary Public

STATE OF ________________ )

)SS:

COUNTY OF ______________ )

This instrument was acknowledged before us this ________ day of _______________, 2001 by Stephen D. King, President of SDK Investments, Inc., Manager of GSI Ventures, LLC, an Ohio limited liability company, on behalf of the limited liability company.

________________________________________

Notary Public

ACKNOWLEDGMENT BY

POPMAIL.COM, INC.

The undersigned hereby acknowledges that it has received a copy of the foregoing Intercreditor Agreement by and between Great Western Business Services, Inc., The Shaar Fund Ltd., GSI Ventures, LLC and Fairview Partners (the "Intercreditor Agreement"), and consents thereto, and agrees to recognize all priorities and other rights granted therein to the parties hereto, and the undersigned will not do any act or perform any obligation which is not in accordance with the priorities and agreements set forth in the Intercreditor Agreement.

Dated: _______________, 2001

POPMAIL.COM, INC.

WITNESS:

______________________________ By:____________________________ ____

______________________________ Name:__________________________ ____

Title:_______________________________

STATE OF ________________ )

)SS:

COUNTY OF ______________ )

This instrument was acknowledged before us this ________ day of _______________, 2001 by ___________________________, ____________________________ of Popmail.com, inc., a Minnesota corporation, on behalf of the corporation.

________________________________________

Notary Public

ACKNOWLEDGMENT BY

SDK AD, LLC

The undersigned hereby acknowledges that it has received a copy of the foregoing Intercreditor Agreement by and between Great Western Business Services, Inc., The Shaar Fund Ltd., GSI Ventures, LLC and Fairview Partners (the "Intercreditor Agreement"), and consents thereto, and agrees to recognize all priorities and other rights granted therein to the parties hereto, and the undersigned will not do any act or perform any obligation which is not in accordance with the priorities and agreements set forth in the Intercreditor Agreement.

Dated: _______________, 2001

SDK AD, LLC

WITNESS:

By: SDK Investments, Inc.

__________________________

__________________________ By: ________________________________

Stephen D. King, President

STATE OF ________________ )

)SS:

COUNTY OF ______________ )

This instrument was acknowledged before us this ________ day of _______________, 2001 by Stephen D. King, President of SDK Investments, Inc., Manager of SDK AD, LLC, an Ohio limited liability company, on behalf of the limited liability company.

________________________________________

Notary Public

ACKNOWLEDGMENT BY

SD KINGDM, LLC

The undersigned hereby acknowledges that it has received a copy of the foregoing Intercreditor Agreement by and between Great Western Business Services, Inc., The Shaar Fund Ltd., GSI Ventures, LLC and Fairview Partners (the "Intercreditor Agreement"), and consents thereto, and agrees to recognize all priorities and other rights granted therein to the parties hereto, and the undersigned will not do any act or perform any obligation which is not in accordance with the priorities and agreements set forth in the Intercreditor Agreement.

Dated: _______________, 2001

SD KINGDM, LLC

WITNESS:

By: SDK Investments, Inc.

____________________________

____________________________ By: _________________________________

Stephen D. King, President

STATE OF ________________ )

)SS:

COUNTY OF ______________ )

This instrument was acknowledged before us this ________ day of _______________, 2001 by Stephen D. King, President of SDK Investments, Inc., Manager of SD KINGDM, LLC, an Ohio limited liability company, on behalf of the limited liability company.

________________________________________

Notary Public