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.



1. 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.
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 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.



1. 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)



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