**Exhibit 10.64
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THESECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THESECURITIES LAWS OF CERTAIN STATES.  THESE SECURITIES ARE SUBJECT TO RESTRICTIONSON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT ASPERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TOREGISTRATION OR EXEMPTION THEREFROM.  HOLDERS SHOULD BE AWARE THAT THEY MAY BEREQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIODOF TIME.  THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL INFORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSEDTRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATESECURITIES LAWS.

PROMISSORY NOTE

$100,000.00		March 2, 2001

Minneapolis, MN

Subject to the terms and conditions of this Note, for good and valuableconsideration received in the form of fifty thousand dollars ($50,000) on March2, 2001 and fifty thousand dollars ($50,000) on February 1, 2001, PopMail.com,Inc., a Minnesota corporation (the "Company"), promises to pay to theorder of The Shaar Fund Ltd. (the "Holder"), the principal amount ofone hundred thousand dollars ($100,000.00), plus simple interest accrued onunpaid principal from the date of this Note until paid at the rate of twelvepercent (12%) per annum, payable on demand.

The following is a statement of the rights of the Holder and the terms andconditions to which this Note is subject, and to which the Holder hereof, by theacceptance of this Note, agrees.  Neither Holder, its principals or affiliateshave any other obligations, liabilities or responsibilities to the Companyexcept as expressly set forth in this Note or as may otherwise be agreed to inwriting by the parties.
**Payment.  The principal and accrued interest under this Note will bepaid to the Holder within five (5) days of demand by the Holder (the"Maturity Date").  All payments of principal and/or interest underthis 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 partof the principal or interest of this Note when due and payable, and if suchdefault is not cured by the Company within five (5) business days after theHolder has given the Company written notice of such default, then the Holder maydeclare the entire unpaid principal and accrued interest on this Noteimmediately due and payable, by notice in writing to the Company, without anyother presentment, demand, protest or other notice of any kind or character, allof which are hereby expressly waived, anything herein to the contrarynotwithstanding.  

Assignment.  The rights and obligations of the Company and the Holderwill be binding upon and inure to the benefit of the successors, assigns, heirs,administrators and transferees of the parties.  The Company may not assign thisNote 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 orpermitted hereunder will be in writing and shall be deemed to have been dulygiven if delivered (i) personally or telephonically (including byfacsimile), (ii) by email (if receipt thereof is confirmed by a separate messagedelivered by the recipient to the sender), (iii) by courier, or (iv) mailedby registered or certified mail, postage prepaid, at the respective addresses ofthe parties as set forth herein.  Notice to the Holder shall be provided to: TheShaar Fund Ltd., c/o Levinson Capital Management, Attention: Samuel Levinson, 2World Trade Center, Suite 1820, New York, NY 10048.  Any party hereto may bynotice so given change its address for future notice under this Note.  Noticewill conclusively be deemed to have been given when personally delivered or whendeposited in the mail or delivered to a courier, or when sent by email followingconfirmation in the manner set forth above and will be deemed to have beenreceived when delivered.  

Governing Law.  This Agreement shall be governed by and construed inaccordance with the laws of the State of Minnesota, excluding that body of lawrelating to conflict of laws.

Headings.  All headings used herein are used for convenience only andwill not be used to construe or interpret this Note.  

IN WITNESS WHEREOF, the parties have caused this Note to be issued on March2, 2001.

"COMPANY":

PopMail.com, Inc.

 

By: 		Stephen J. Spohn

Title: 		CFO

Address: 	PopMail.com, Inc.

		1333 Corporate Drive, Suite 350

		Irving, TX 75038****