**Exhibit 4.53**The Warrant and the securities issuable upon exercise ofthis Warrant (the "Securities") have not been registered under theSecurities Act of 1933 (the "Securities Act") or under any statesecurities or Blue Sky laws ("Blue Sky Laws").  No transfer, sale,assignment, pledge, hypothecation or other disposition of this Warrant or theSecurities or any interest therein may be made except (a) pursuant to aneffective registration statement under the Securities Act and any applicableBlue Sky Laws or (b) if the Company has been furnished with both an opinion ofcounsel for the holder, which opinion and counsel shall be reasonablysatisfactory to the Company, to the effect that no registration is requiredbecause of the availability of an exemption from registration under theSecurities Act and applicable Blue Sky Laws, and assurances that the transfer,sale, assignment, pledge, hypothecation or other disposition will be made onlyin 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, orits successors or assigns ("Holder") is entitled to purchase fromPopMail.com, inc. (the "Company") One Hundred Thousand (100,000) fullypaid and nonassessable shares (the "Shares") of the Company's CommonStock, $.01 par value (the "Common Stock"), at any time from the datehereof until December 21, 2005 (the "Warrant Exercise Period"), at anexercise 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 ofthe Company's Common Stock as reported by Nasdaq or (ii) the lowest price forwhich the Company sells a share of Common Stock, each determined during theperiod 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, termsand conditions:

1.	Exercise of Warrant.  The rights represented by this Warrantmay be exercised by the Holder, in whole or in part (but not as to a fractionalshare of Common Stock), by the surrender of this Warrant (properly endorsed, ifrequired, at the Company's principal office in Irving, Texas, or such otheroffice or agency of the Company as the Company may designate by notice inwriting to the Holder at the address of such Holder appearing on the books ofthe Company at any time within the period above named), and upon payment to itby 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 beissued to the Holder as the record owner of such Shares as of the close ofbusiness on the date on which this Warrant shall have been surrendered andpayment made for such Shares as aforesaid.  Certificates for the Shares ofCommon Stock so purchased shall be delivered to the Holder within a reasonabletime, not exceeding ten (10) days, after the rights represented by this Warrantshall have been so exercised, and, unless this Warrant has expired, a newWarrant representing the number of Shares, if any, with respect to which thisWarrant shall not then have been exercised shall also be delivered to the Holderwithin such time.  The Company may require that any such new Warrant or anycertificate for Shares purchased upon the exercise hereof bear a legendsubstantially similar to that which is contained on the face of thisWarrant.
2.	Transferability of this Warrant.  This Warrant is issuedupon the following terms, to which each Holder consents and agrees:
(a)	Until this Warrant is transferred on the books of theCompany, the Company will treat the Holder of this Warrant registered as such onthe books of the Company as the absolute owner hereof for all purposes withoutbeing affected by any notice to the contrary.

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

(c)	Prior to making any disposition of this Warrant or ofany of the Shares underlying this Warrant, the Holder will give written noticeto the Company describing the manner of any such proposed disposition.  TheWarrant may not be transferred, and the Shares may not be transferred, withoutthe Holder obtaining an opinion of counsel satisfactory in form and substance tothe Company's counsel stating that the proposed transaction will not result in aprohibited transaction under the Securities Act, and applicable Blue Sky laws.By accepting this Warrant, the Holder agrees to act in accordance with anyconditions reasonably imposed on such transfer by such opinion of counsel.

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

3.	Certain Covenants of the Company.  The Company covenants andagrees that all Shares which may be issued upon the exercise of the rightsrepresented by this Warrant, upon issuance and full payment for the Shares sopurchased, will be duly authorized and issued, fully paid and nonassessable andfree from all taxes, liens and charges with respect to the issue hereof, exceptthose that may be created by or imposed upon the Holder or its property, andwithout limiting the generality of the foregoing, the Company covenants andagrees that it will from time to time take all such actions as may be requisiteto assure that the par value per share of the Common Stock is at all times equalto or less than the effective purchase price per share of the Common Stockissuable pursuant to this Warrant.  The Company further covenants and agreesthat during the period within which the rights represented by this Warrant maybe exercised, the Company will at all times have authorized and reserved free ofpreemptive or other rights for the exclusive purpose of issue upon exercise ofthe purchase rights evidenced by this Warrant, a sufficient number of shares ofits Common Stock to provide for the exercise of the rights represented by thisWarrant.
4.	Adjustment of Exercise Price and Number of Shares.  TheExercise Price and number of Shares are subject to the followingadjustments:
	(a)	Adjustment of Exercise Price for StockDividend, Stock Split or Stock Combination.  In the event that (i) anydividends on any class of stock of the Company payable in Common Stock orsecurities convertible into or exercisable for Common Stock ("Common StockEquivalents") shall be paid by the Company, (ii) the Company shallsubdivide its then outstanding shares of Common Stock into a greater number ofshares, or (iii) the Company shall combine its outstanding shares of CommonStock, by reclassification or otherwise, then, in any such event, the ExercisePrice in effect immediately prior to such event shall (until adjusted againpursuant hereto) be adjusted immediately after such event to a price (calculatedto the nearest full cent) determined by dividing (a) the number of shares ofCommon Stock outstanding immediately prior to such event, multiplied by the thenexisting Exercise Price, by (b) the total number of shares of Common Stockoutstanding immediately after such event, and the resulting quotient shall bethe adjusted Exercise Price per share.  No adjustment of the Exercise Priceshall be made if the amount of such adjustment shall be less than $.05 pershare, but in such case any adjustment that would otherwise be required then tobe made shall be carried forward and shall be made at the time and together withthe next subsequent adjustment which, together with any adjustment oradjustments so carried forward, shall amount to not less than $.05 pershare.

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

(c)	Notice as to Adjustment.  Upon any adjustmentof the Exercise Price and any increase or decrease in the number of shares ofCommon Stock purchasable upon the exercise of the Warrant, then, and in eachsuch case, the Company within thirty (30) days thereafter shall give writtennotice thereof, by first class mail, postage prepaid, addressed to each Holderas shown on the books of the Company, which notice shall state the adjustedExercise Price and the increased or decreased number of shares purchasable uponthe exercise of the Warrants, and shall set forth in reasonable detail themethod 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 anycapital reorganization of the capital stock of the Company (other than theissuance of any shares of Common Stock in subdivision of outstanding shares ofCommon Stock by reclassification or otherwise and other than a combination ofshares provided for in Section 4(a) hereof), or any consolidation or merger ofthe Company with another corporation, or any sale, conveyance, lease or othertransfer by the Company of all or substantially all of its property to any othercorporation, which is effected in such a manner that the holders of Common Stockshall be entitled to receive cash, stock, securities, or assets with respect toor in exchange for Common Stock, then, as a part of such transaction, lawfulprovision shall be made so that each Holder shall have the right thereafter toreceive, upon the exercise hereof, the number of shares of stock or othersecurities or property of the Company, or of the successor corporation resultingfrom such consolidation or merger, or of the corporation to which the propertyof the Company has been sold, conveyed, leased or otherwise transferred, as thecase may be, which the Holder would have been entitled to receive upon suchcapital reorganization, reclassification of capital stock, consolidation,merger, sale, conveyance, lease or other transfer, if such Warrant had beenexercised immediately prior to such capital reorganization, reclassification ofcapital stock, consolidation, merger, sale, conveyance, lease or other transfer.In any such case, appropriate adjustments (as determined by the Board ofDirectors of the Company) shall be made in the application of the provisions setforth in this Warrant (including the adjustment of the Exercise Price and thenumber of Shares issuable upon the exercise of the Warrants) to the end that theprovisions set forth herein shall thereafter be applicable, as near asreasonably may be, in relation to any shares or other property thereafterdeliverable upon the exercise of the Warrants as if the Warrants had beenexercised immediately prior to such capital reorganization, reclassification ofcapital stock, such consolidation, merger, sale, conveyance, lease or othertransfer and the Warrant Holders had carried out the terms of the exchange asprovided for by such capital reorganization, consolidation or merger.  TheCompany shall not effect any such capital reorganization, consolidation, mergeror transfer unless, upon or prior to the consummation thereof, the successorcorporation or the corporation to which the property of the Company has beensold, conveyed, leased or otherwise transferred shall assume by writteninstrument the obligation to deliver to each Holder such shares of stock,securities, cash or property as in accordance with the foregoing provisions suchHolder shall be entitled to purchase.

5.	No Rights as Stockholders.  This Warrant shall not entitlethe Holder as such to any voting rights or other rights as a stockholder of theCompany.
 

6.	Governing Law.  This Warrant shall be governed by andconstrued in accordance with the laws of the State of Minnesota.
7.	Amendments and Waivers.  The provisions of this Warrant maynot be amended, modified or supplemented, and waiver or consents to departuresfrom the provisions hereof may not be given, unless the Company agrees inwriting and has obtained the written consent of the Holders.
8.	Notices.  All notices or communications hereunder, except asherein otherwise specifically provided, shall be in writing and if sent to theHolder shall be mailed, delivered, or telefaxed and confirmed to the Holder athis or her address set forth on the records of the Company; or if sent to theCompany shall be mailed, delivered, or telefaxed and confirmed to PopMail.com,inc., 1333 Corporate Drive, Suite 350, Irving, TX  75038 or to such otheraddress as the Company or the Holder shall notify the other as provided in thisSection.
IN WITNESS WHEREOF, PopMail.com, inc. has caused this Warrantto 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, herebyirrevocably elects to exercise the purchase right represented by such Warrantfor, and to purchase thereunder, ___________________________________________ ofthe shares of Common Stock of PopMail.com, inc. (the "Shares")  towhich such Warrant relates and herewith makes payment of $______ thereforin cash, certified check or bank draft and requests that a certificateevidencing the Shares be delivered to, _______________________________, theaddress 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 purchaseshares of Common Stock of PopMail.com, inc. to which the within Warrant relatesand appoints ____________________ attorney, to transfer said right on the booksof _________________ with full power of substitution in the premises.

Dated: ____________________

	

(Signature)

	

	

(Address)****