**Exhibit 10.66
**INTERCREDITOR ANDSUBORDINATION AGREEMENT
 

	THIS INTERCREDITOR AND SUBORDINATION AGREEMENT (the"Intercreditor Agreement") is made as of this ___ day of __________, 2001, byand 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 Ohiogeneral partnership ("Fairview")(each individually a "Lender" and collectivelythe "Lenders").
**RECITALS:

	WHEREAS, Popmail.com, Inc., a Minnesota corporation (the"Borrower"), is engaged in the business of (i) internet commerce and (ii) theownership and operation of two Café Odyssey restaurants located at 320South Avenue, Mall of America, Bloomington, Minnesota 55425 (the "MOARestaurant") and at 500 16th Street, Suite 350, Denver, Colorado 80202 (the"Denver Restaurant") (collectively, the MOA Restaurant and the Denver Restaurantare referred to herein as the "Restaurant Operations"), which the MOA Restauranthas 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 certainLoan 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 LoanAgreement and Notes dated February 8, 2001 and other related agreements, all asmay be amended further from time to time (collectively, the "GSI LoanDocuments"), pursuant to which GSI has issued or will issue loans to Borrower inthe aggregate original principal amount of up to Four Million Dollars($4,000,000) (the "GSI Debt").  Pursuant to the GSI Loan Documents, Borrower hasgranted GSI a security interest in all of Borrower's assets related to theRestaurant Operations (the "Collateral") and a security interest in all otherassets of the Borrower excluding the Restaurant Operations (the "OtherCollateral");

	WHEREAS, Borrower and GWBS have agreed to enter into acertain 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 certainPromissory Note to be dated of even date with the GWBS/Popmail Note, and GWBSand SDKINGDM, LLC have agreed to enter into a certain Promissory Note to bedated of even date with the GWBS/Popmail Note, and other related documentsthereto, all as may be amended further from time to time (collectively, the"GWBS Loan Documents") pursuant to which Borrower, SDK AD, LLC and SDKINGDM, LLCwill be obligated to pay GWBS an aggregate principal amount for all three notesof Eight Hundred Seventeen Thousand Dollars ($817,000.00) (the "GWBS Debt").Pursuant to the GWBS Loan Documents, Borrower, SDK AD, LLC and SDKINGDM, LLChave granted or will grant GWBS a security interest in the Collateral;

	WHEREAS, Borrower and Shaar are parties to that certainLoan Agreement dated December 20, 2000 and other related agreements, all as maybe amended further from time to time (collectively, the "Shaar Loan Documents")pursuant to which Shaar has issued a loan to Borrower in the original principalamount of Two Hundred Thousand Dollars ($200,000) (the "Shaar Debt").  Pursuantto the Shaar Loan Agreement, Borrower has granted Shaar a security interest inthe Collateral and the Other Collateral;

	WHEREAS, Borrower and Fairview are parties to thatcertain Loan Agreement dated August 24, 1999, as amended pursuant to theAmendment To Loan Documents and Agreement dated October 30, 2000 and otherrelated agreements (including the Assignment, Assumption and ModificationAgreement entered into or to be entered into between Fairview  SDK AD, LLC("SDKAD"), SDKINGDM, LLC ("SDKINGDM") and Popmail.com, inc. concerning theFairview Debt (the "Fairview Agreement")), all as may be amended further fromtime to time (collectively the "Fairview Loan Documents") pursuant to whichFairview has issued a loan to Borrower in the original principal amount of TwoMillion Dollars ($2,000,000) with a current outstanding principal balance of OneMillion Five-Hundred Thousand Dollars ($1,500,000) (the "Fairview Debt").Pursuant to the Fairview Loan Documents, Borrower has granted Fairview asecurity interest in the Collateral (the GSI Loan Documents, GWBS LoanDocuments, Shaar Loan Documents and Fairview Loan Documents are sometimescollectively referred to herein as the "Loan Documents") (the GSI Debt, GWBSDebt and the Shaar Debt are sometimes collectively referred to as the"Subordinate Debt" and GSI, GWBS and Shaar are sometimes collectively referredto as "Subordinate Lenders" or individually as a "Subordinate Lender"); and

	WHEREAS, GSI, GWBS, Shaar and Fairview, each as acreditor of Borrower, desire to enter into this Intercreditor Agreement forpurposes of setting forth the relative rights and interests of each party in andto the collateral pledged by Borrower.

	NOW, THEREFORE, in consideration of the foregoingRecitals, which are hereby incorporated herein as if fully set forth below, andfor other good and valuable consideration, the receipt and sufficiency of whichare hereby acknowledged, the parties hereto agree as follows:

 
**	1. Subordination and Intercreditor Provisions.

	1.1 Subordination.  Subject to Section 1.3 of thisIntercreditor Agreement, each of the Subordinate Lenders agree that eachSubordinate Lender's right to receive scheduled payments of principal and/orinterest under their respective Loan Documents shall be subordinate and juniorto Fairview's right to receive scheduled payments of principal and/or interestunder the Fairview Loan Documents until such time as the Fairview Debt is repaidin full.

	1.2 Insolvency, Etc.
	(a) Subject to Section 1.3 ofthis 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 theCollateral, or in the event of any proceedings for voluntary liquidation,dissolution or other winding up of the Borrower, whether or not involvinginsolvency or bankruptcy, Fairview shall be entitled in any such proceedings toreceive payment from the sale or other distribution of the Collateral on accountof the Fairview Debt before the Subordinate Lenders are entitled in any suchproceedings to receive any payment on account of the Subordinate Debt from thesale or other distribution of the Collateral, and to that end in any suchproceedings any payment or distribution of any kind or character of theCollateral, whether in cash or in other property, to which the SubordinateLenders would be entitled but for the provisions hereof, shall be delivered toFairview to the extent necessary to make payment in full in cash of all FairviewDebt remaining unpaid.

	

(b) The Subordinate Lenders at the request of Fairview shallin any proceedings described in Section 00, in the name of Fairview, fileclaims, proofs of claims and other instruments of similar character necessary toenforce the obligations of the Borrower in respect of the Subordinate Debt.  Inthe event that any Subordinate Lender shall fail to take such action within fivebusiness days upon request by Fairview, Fairview may, on behalf of suchSubordinate Lender, demand, sue for, collect and receive any and all such moniesor other assets and give acquittance therefor, file any claim, proof of claim orother instrument of similar character, and take such other action (in its ownname or in the name of such Subordinate Lender) as Fairview may reasonably deemnecessary or advisable for enforcement of the obligations of the Borrower inrespect of the Subordinate Debt; provided that, Fairview shall have no right totake any action in the name of any Subordinate Lender related to the OtherCollateral.

	1.3 Other Collateral; Conversion Rights.  

 (a) 	Notwithstanding anything to the contrary in thisIntercreditor Agreement, nothing in this Intercreditor Agreement shall impairthe rights of the Subordinate Lenders to take any and all action to enforcetheir respective rights in, or receive payments or distributions on account of asale or other disposition of the Other Collateral; provided,however, the Subordinate Lenders shall not take any action to enforcetheir respective rights in the Other Collateral that would have a materialadverse effect on the Collateral; providedfurther, that anyactions taken by a Subordinate Lender to enforce its rights on Other Collateralthat is not owned or in the possession of the holder of the Collateral shall bedeemed to not cause a material adverse effect on the Collateral.

(b) 	In the event of any Bankruptcy Proceedings relativeto the Borrower or the Other Collateral, or in the event of any proceedings forvoluntary liquidation, dissolution or other winding up of the Borrower, whetheror not involving insolvency or bankruptcy, GSI and Shaar shall be entitled inany such proceedings to receive payment, on a pro rata basis from the sale orother distribution of the Other Collateral on account of GSI Debt and Shaar Debtbefore Fairview and GWBS are entitled in any such proceedings to receive anypayment on account of the Fairview Debt and GWBS Debt from the sale or otherdistribution of the Other Collateral, and to that end in any such proceedingsany 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 beentitled but for the provisions hereof, shall be delivered to GSI and Shaar tothe extent necessary to make payment in full in cash of all GSI Debt and ShaarDebt remaining unpaid.

(c) 	Notwithstanding anything to the contrary in thisIntercreditor Agreement, the Subordinate Lenders are permitted at any time toexercise their rights to convert any of the Subordinate Debt into the commonstock of Borrower or accept any prepayments or payments on the Subordinate Debtthat are made with the Borrower's common stock or other equity securities ofBorrower.

 
**	2. Security Interests;Priority.

	2.1 Notwithstanding any conflicting terms or conditionswhich may be contained in any of the Loan Documents, the time of filing orrenewal of any financing statement, the time of attachment of any securityinterest or any other priority provided by law: (a) the security interests uponthe Collateral evidenced by the Fairview Loan Documents shall have priority overall other security interests upon the Collateral evidenced by the LoanDocuments;  (b) the security interests upon the Collateral of GWBS evidenced bythe GWBS Loan Documents shall have priority over all other security interestsupon the Collateral evidenced by the Loan Documents, except those evidenced bythe Fairview Loan Documents; and (c) the security interests upon the Collateralof GSI and Shaar shall be subordinate to all security interests evidenced by theFairview Loan Documents and GWBS Loan Documents and shall be pari passu withrespect to each other as evidenced by that certain Intercreditor Agreementbetween GSI and Shaar dated December 21, 2000 (the "GSI/Shaar IntercreditorAgreement").  Notwithstanding anything to the contrary herein, thisIntercreditor Agreement shall not affect the rights and obligations betweenShaar and GSI as set forth in the GSI/Shaar Intercreditor Agreement.

	2.2 Each Lender shall be solely responsible forperfecting and maintaining the perfection of its security interests in and toeach item constituting the Collateral in which such Lender has been granted asecurity interest.  The provisions of this Intercreditor Agreement are intendedsolely to govern the respective lien priorities as between the Lenders and,except as set forth herein, shall not impose on any Lender any obligations inrespect of the disposition of proceeds of foreclosure on any Collateral whichwould conflict with prior perfected claims therein in favor of any other personor any order or decree of any court or governmental authority or any applicablelaw.  Notwithstanding anything to the contrary herein, the relative priorityarrangements set forth in this Intercreditor Agreement are expressly conditionedon the non-avoidability and perfection of the security interests and/or liensevidenced by the Loan Documents and if the security interests and/or liensevidenced by the Loan Documents are not perfected or are voidable for anyreason, then such relative priority arrangements set forth herein shall not beeffective to the extent of any such avoidability or non-perfection;provided, however, that this condition shall be null and void andof no effect if at any time any Lender shall directly or indirectly take anyaction to contest or challenge the validity, legality, enforceability,perfection, priority or avoidability of any other Lender's loans or documents orany of the security interests and/or liens of any other Lender in any of theCollateral or if such action is taken by SDKAD or SDKINGDM while Fairview is themanager of either such entity.

	2.3 The lien priorities provided in this Section 0 shallnot be altered or otherwise affected by any amendment, modification, supplement,extension, renewal, restatement or refinancing of any indebtedness evidenced byany of the Loan Documents.  The respective rights and priorities of each Lenderin any assets of the Borrower not specified herein shall not be affected in anyway by this Intercreditor Agreement.
**	3. Default Under the Loan Documents.****
	3.1 In the event that Borrower shall cause or permitto occur an event of default under any of the Loan Documents, such Lender thatis a party to any such Loan Document (a "Notifying Lender") will, upon becomingaware of the existence of such event of default, use its best efforts to notifyall other Lenders of the existence of such event of default.  Receipt by anyLender of such a notice of default shall not cause any Lender to be obligated tocure any such default.  Failure of a Notifying Lender to provide such notice ofdefault shall not result in any liability to any Lender in the absence of grossnegligence or willful misconduct.  Upon receiving notice from a Notifying Lenderof an event of default for failure to pay monies due and owing to any Lenderunder any Loan Document, any Lender may, but is not required to, cure suchpayment default on behalf of Borrower within ten (10) business days of receivingnotice of the payment default from a Notifying Lender.  During such ten (10)business day period, if any Lender cures such payment default, Lenders shall nottake any action against Borrower with respect to such default.  In the eventthat any Lender elects to cure such payment default, any amount such Lender paysto any other Lender to cure Borrower's payment default shall be considered aportion of Borrower's indebtedness to such Lender.

	3.2 In the event that a default or an event of defaultexists with respect to any of the Loan Documents, the applicable Lender may,after providing written notice of such default to all other Lenders and subjectto the provisions of this Intercreditor Agreement, take any action it deemsappropriate to enforce its rights and remedies under the Loan Documents and itssecurity interests in or liens on, or exercise any other rights or remedies toforeclose or otherwise realize upon, any of the Collateral.

	3.3 In the event Borrower defaults on its obligations toany Lender and, as a result, any Lender undertakes to enforce its securityinterest in the Collateral, each Lender agrees that it will not hinder, delay orotherwise prevent such Lender from taking any and all action which such Lenderdeems necessary to enforce its security interest in said Collateral and torealize thereon.  Lenders agree that, to the extent any Lender receives anyproceeds directly from any bank account, any account debtor or from the sale ofany Collateral, then such Lender shall distribute such proceeds in accordancewith the terms of this Intercreditor Agreement.  To the extent that any Lenderretains any Collateral pursuant to its respective rights as a secured party,such Collateral shall be divided among the Lenders in accordance with the termsof this Intercreditor Agreement. 

	4. Standstill.  **(a) Notwithstanding anything tothe contrary in Section 3.3, or the rights of any Lender under applicable law orany provision of the Loan Documents to the contrary, each Subordinate Lenderhereby covenants that it shall not:**
(i)	(A) accelerate payment of any indebtedness or anyportion thereof under the Loan Documents, or  (B) take any other action toenforce its rights under the Loan Documents, until the earlier of 60 daysfollowing the effective date hereof or the execution of the Fairview Agreement;providedthat, each Lender may take any action to enforce itsrights under the Loan Documents during such 60-day period in the event that acreditor of the Borrower who is not a party to this Agreement takes any actionor provides notice to a Lender of its intent to take any action against Borrowerto enforce its rights against the Borrower; and

(ii) 	take any action to enforce their respective rightsin, or receive payments or distributions on account of a sale or otherdisposition of the Collateral upon an event of default under a SubordinateLender's Loan Documents so long as:

(A) 	the Fairview Debt is outstanding; and 

(B) 	(1) the Borrower, its guarantors or assigns are notin default on the Fairview Loan Documents, or (2) in the event that theBorrower, its guarantors or assigns are in default on the Fairview LoanDocuments, Fairview has either taken no action  to enforce its rights under theFairview Loan Documents or the only action it takes is to take over as managerof SDKAD and/or SDKINGDM pursuant to its rights under the Fairview LoanDocuments; 

providedthat, nothing herein shall impair therights of the Subordinate Lenders to take any and all action to enforce theirrespective rights in the Other Collateral pursuant to Section 1.3(a) of thisAgreement. 
Notwithstanding anything to the contrary in Section 3.3,or the rights of any Lender under applicable law or any provision of the LoanDocuments to the contrary, Fairview hereby covenants that it shall not:

accelerate payment of any indebtedness or any portionthereof under the Fairview Loan Documents, or  (B) take any other action toenforce its rights under the Fairview Loan Documents, until the earlier of 60days following the effective date hereof or the execution of the FairviewAgreement; 
provided
that
, Fairview may take any action to enforceits rights under the Loan Documents during such period in the event that acreditor of the Borrower who is not a party to this Agreement takes any actionor provides notice to Fairview of its intent to take any action against Borrowerto enforce its rights against the Borrower; and

(ii) 	take any action to enforce its rights in, or receivepayments or distributions on account of a sale or other disposition of theCollateral upon an event of default of Popmail.com, inc. under the Fairview LoanDocuments so long as (A) an event of default by SDKAD or SDKINGDM (as assigneesof the Fairview Debt) has not occurred, and (B) if such event of default ofPopmail.com, inc. is due to a failure to make payments when due, SDKAD andSDKINGDM assume the balance of the Fairview Debt not assumed by them under theFairview Agreement within the applicable time period provided for in theFairview Agreement.

		(c) 	Notwithstanding anything to the contrary inthis Section 4, but subject to Section 1.2, in the event of any BankruptcyProceeding relative to SDKAD, SDKINGDM or the Collateral, or in the event of anyproceedings for voluntary liquidation, dissolution or other winding up of SDKADor SDKINGDM, whether or not involving insolvency or bankruptcy, the SubordinateLenders may take any and all action to enforce their respective rights undertheir respective Loan Documents.

 
**	5. Prepayments.**Subject to Section 1.3of this Intercreditor Agreement, without the prior written consent of Fairview,no Subordinate Lender shall be entitled to receive or retain any optionalprepayment (in cash, property, by set-off or otherwise) of or on account of anySubordinate Debt.  
	6. Turn-Over of Payments Received.**In theevent that the Borrower shall make any payment on the Subordinate Debt which theholders thereof are not permitted to receive and retain pursuant to the terms ofthis Agreement, such payment shall be held in trust for the benefit of, andshall be paid over promptly on demand to, Fairview for application to thepayment of all Fairview Debt remaining unpaid until the same shall have beenpaid in full in cash, after giving effect to any concurrent payment ordistribution to Fairview.  No such payments or distributions to Fairview by anySubordinate Lender shall be deemed to discharge any of such SubordinateDebt.
	7. Representations and Warranties.**As amaterial inducement to each other Lender to enter into this IntercreditorAgreement, each Lender hereby represents and warrants to each other Lender thatthe following are true and correct as of the date hereof and shall remain trueand correct so long as this Intercreditor Agreement is in effect:**
	7.1 the execution, delivery and performance of thisIntercreditor Agreement has been duly authorized by such Lender and does notcontravene any law, any provision of the Loan Documents or any agreement towhich 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 inaccordance with its terms; and

	7.3 the Loan Documents to which such Lender is a partyare in the form of the copies thereof made available to each Lender, and noamendment, waiver or modification thereof shall be permitted without the writtenconsent of all other Lenders, which shall not be unreasonably withheld ordelayed.
**	8. Term; Default.****
	8.1 This Intercreditor Agreement shall continue forso long as any Lender has a security interest in the Collateral.  ThisIntercreditor Agreement shall remain in full force and effect notwithstandingthe filing of a petition for relief by or against Borrower under the UnitedStates Bankruptcy Code. 

8.2	Nothing contained herein, or in any prior agreement orunderstanding, shall be deemed to create any duty on the part of any Lender toextend or continue financial accommodations to Borrower.

 

8.3	Notwithstanding anything to the contrary in the LoanDocuments or this Intercreditor Agreement, Lenders acknowledge and agree thatany additional indebtedness up to $4,000,000 of Borrower under the GSI LoanDocuments and additional indebtedness up to $500,000 of Borrower under theFairview Loan Documents shall not be considered an event of default or breach ofthis Intercreditor Agreement or the Loan Documents and Borrower shall not berequired to obtain the consent of the Lenders to enter into any suchindebtedness; provided, however, such additional indebtednessshall be subject to the terms of this Intercreditor Agreement.  The additionalindebtedness of  up to $500,000 under the Fairview Loan Documents shall beconsidered as part of the Fairview Debt for purposes of this Agreement.

8.4	Notwithstanding anything to the contrary in the LoanDocuments or this Intercreditor Agreement, Lenders hereby consent to thepurchase by SDK AD, LLC, an Ohio limited liability company, from the Borrower ofthe Collateral associated with the MOA Restaurant and the purchase by SD KINGDM,LLC, an Ohio limited liability company, from the Borrower of the Collateralassociated with the Denver Restaurant, and hereby waive any default under eachLender's Loan Documents that such a sale of the Collateral may create;provided, however, Borrower shall provide five (5) business daysprior 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 continueand maintain the Collateral and Lender's lien position in the Collateral,including but not limited to filing all appropriate UCC's which shall have thesame priority as set forth herein.  The Collateral shall continue to be subjectto the terms and conditions of this Intercreditor Agreement.
**	9. Miscellaneous.

	9.1 Neither of the partieshereto, nor any of their managers, members, officers, agents or employees, shallbe responsible to any other party hereto or to any other person for: (a)Borrower's solvency, financial condition or ability to repay its indebtedness toany party hereto; (b) any oral or written statements of Borrower; or (c) thevalidity, sufficiency or enforceability of any indebtedness, any agreements ordocuments or the security interests and liens granted by Borrower to any partyhereto. Each party hereto has entered into its respective agreements, documentsand financing agreements with Borrower based upon its own independentinvestigation, and makes no warranty or representation to any other partyhereto, with respect to the matters referred to in this Section 0.

	9.2 Nothing contained herein, or in any prior agreementor understanding, shall be deemed to create any duty on the part of any Lenderto extend or continue to extend financial accommodations to Borrower.  

	9.3 Each Lender irrevocably waives any right to compelany other Lender to marshal assets of the Borrower.

	9.4 Any notice required or desired to be served, given ordelivered hereunder shall be in the form and manner specified below, and shallbe addressed to the party to be notified as follows:

		If to GSI, to:				If to GWBS:

		SDK Investments, Inc.			Great WesternBusiness Services, Inc.

		c/o Barycenter Capital Management	14643 DallasParkway, 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 McCrayCourt

		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 theother parties by notice in the manner herein prescribed.  Notice shall be deemedgiven 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 receiptrequested, or (iv) sent via telecopy machine with a duplicate signed copy senton the same day as provided in clause (ii) above.  Notice mailed as provided inclause (iii) above shall be effective upon the expiration of five (5) businessdays after its deposit in the United States mail, and notice telecopied asprovided in clause (iv) above shall be effective upon delivery of such telecopyif the duplicate signed copy is sent under clause (iv) above.  Notice given inany other manner described in this section shall be effective upon receipt bythe addressee thereof; provided, however, that if any notice is tendered to anaddressee and delivery thereof is refused by such addressee, such notice shallbe effective upon such tender unless otherwise expressly set forth in suchnotice.

 

	9.5 THIS AGREEMENT SHALL BE DEEMED TO HAVE BEEN MADE INTHE STATE OF OHIO AND THE VALIDITY OF THIS AGREEMENT, ITS CONSTRUCTION,INTERPRETATION AND ENFORCEMENT, AND THE RIGHTS OF THE PARTIES HEREUNDER, SHALLBE DETERMINED UNDER, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OFTHE STATE OF OHIO. THE PARTIES HERETO AGREE THAT ALL ACTIONS OR PROCEEDINGSARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE TRIED AND LITIGATED ONLY INTHE STATE OR FEDERAL COURTS LOCATED IN HAMILTON COUNTY, OHIO.

	9.6 This Intercreditor Agreement shall be binding anddeemed effective when executed by each of the parties hereto.  ThisIntercreditor Agreement shall bind, and inure to the benefit of, the respectivesuccessors and assigns of each of the parties hereto, and shall be effectivebefore and after any bankruptcy filing by or against Borrower.

	9.7 The invalidity, illegality or unenforceability of anyprovision in or obligation under this Intercreditor Agreement shall not affector impair the validity, legality or enforceability of the remaining provisionsor obligations under this Intercreditor Agreement.

	9.8 It is not the intent of either the parties heretothat Borrower be a third party beneficiary hereunder or have any other rightswith 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 dulyauthorized officers of the parties hereto.  All prior agreements,understandings, representations, warranties, and negotiations, if any, aremerged into this Agreement.

	9.10 LENDERS, TO THE EXTENT EACHMAY LEGALLY DO SO, HEREBY EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANYCLAIM, DEMAND, ACTION, CAUSE OF ACTION OR PROCEEDING ARISING UNDER OR OUT OFTHIS AGREEMENT OR IN ANY WAY CONNECTED WITH OR RELATED TO, OR INCIDENTAL TO, THEDEALINGS OF THE PARTIES HERETO WITH RESPECT TO THIS AGREEMENT OR THETRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTERARISING, 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 COURTTRIAL WITHOUT A JURY AND THAT EITHER PARTY HERETO MAY FILE AN ORIGINALCOUNTERPART OR COPY OF THIS SECTION 0 WITH ANY COURT AS WRITTEN EVIDENCE OF THECONSENT 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 obligationsunder any of the Loan Documents, including, without limitation, SDKAD andSDKINGDM.

 	9.12 Each Subordinate Lender acknowledges and consentsto Borrower assigning and SDKAD and SDKINGDM assuming a portion of the FairviewDebt in accordance with the terms of the Fairview Agreement.

9.13 	This Agreement may be executed in two or morecounterparts, each of which shall be deemed an original but all of which shalltogether constitute one and the same instrument.

 

 

 
**[SIGNATURE PAGE TO FOLLOW]**
	IN WITNESS WHEREOF, this Intercreditor Agreement has beenduly executed and delivered by each of the parties hereto as of the date firstwritten above.

			GREAT WESTERN BUSINESS SERVICES, INC.

WITNESS:

_________________________________		By:________________________________

			Name:______________________________

_________________________________		Title:_______________________________

				FAIRVIEW PARTNERS

 

_________________________________		By:________________________________

	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 Texascorporation, 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 LevinsonCapital 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 behalfof the limited liability company.

						________________________________________

						Notary Public

 

 

ACKNOWLEDGMENT BY

POPMAIL.COM, INC.

 

 

The undersigned hereby acknowledges that it has received acopy of the foregoing Intercreditor Agreement by and between Great WesternBusiness Services, Inc., The Shaar Fund Ltd., GSI Ventures, LLC and FairviewPartners (the "Intercreditor Agreement"), and consents thereto, and agrees torecognize 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 notin accordance with the priorities and agreements set forth in the IntercreditorAgreement. 

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, onbehalf of the corporation.

						________________________________________

						Notary Public

 

ACKNOWLEDGMENT BY

SDK AD, LLC

 

The undersigned hereby acknowledges that it has received acopy of the foregoing Intercreditor Agreement by and between Great WesternBusiness Services, Inc., The Shaar Fund Ltd., GSI Ventures, LLC and FairviewPartners (the "Intercreditor Agreement"), and consents thereto, and agrees torecognize 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 notin accordance with the priorities and agreements set forth in the IntercreditorAgreement. 

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 ofthe limited liability company.

						________________________________________

						Notary Public

ACKNOWLEDGMENT BY

SD KINGDM, LLC

 

 

The undersigned hereby acknowledges that it has received acopy of the foregoing Intercreditor Agreement by and between Great WesternBusiness Services, Inc., The Shaar Fund Ltd., GSI Ventures, LLC and FairviewPartners (the "Intercreditor Agreement"), and consents thereto, and agrees torecognize 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 notin accordance with the priorities and agreements set forth in the IntercreditorAgreement. 

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 ofthe limited liability company.

						________________________________________

						Notary Public**********************