**Exhibit 10.54**
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDERTHE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH AVIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF.  NO SUCH SALEOR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENTRELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANYTHAT 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 Washingtoncorporation (the "Company"), promises to pay to Popmail.com,Inc. (the "Holder"), the principal sum of Two Million TwoHundred Fifty Thousand Dollars and No Cents ($2,250,000.00) (as may be adjustedas provided in Section 2 below) (the "Principal Amount"), withzero interest on the unpaid principal hereof; provided, however, in the eventthe Company is in default of its obligation to pay any amounts due under thisNote, then interest shall accrue from the date of such default solely on suchamounts at the then applicable prime rate per annum.  This Note is issuedpursuant to that certain Asset Purchase Agreement dated December 8, 2000 by andamong the Company, the Holder and IZ.com, Inc. (the "AssetAgreement").  All capitalized terms not defined herein shall have themeaning 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 dueand payable in one of the following options, which option shall be chosen byCompany in its sole discretion except that compliance with option (a) shallbe mandatory upon the occurrence of a Liquidity Event (as definedbelow):

(a)	Within five (5) days following the closing of(i) an underwritten initial public offering of the Company's Common Stockpursuant to a Registration Statement on Form S-1 under the Securities Act of1933, as amended (the "IPO"), or (ii) the sale or othertransfer or conveyance of all or substantially all of the Purchased Assetssubstantially in exchange for cash consideration, or (iii) the Company'smerger with or into or consolidation with any other corporation (other than awholly-owned subsidiary corporation) substantially in exchange for cashconsideration or if the Company effects any other transaction or series ofrelated transactions substantially in exchange for cash consideration in whichmore than fifty percent (50%) of the voting power of the Company is disposed ofand 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 fiscalquarter that occurs after the three-year anniversary of the Closing Date (the"Initial Quarter"), Company shall pay Holder quarterlyinstallments of exactly 15% of Company's net operating profit (as calculated inaccordance with GAAP) from the previous fiscal quarter, with the firstinstallment due 30 days after the end of the Initial Quarter and all subsequentinstallments payable 30 days after the end of each quarter thereafter, providedthat all amounts due and payable under this Note shall be paid to Holder by nolater than the date that is the eight-year anniversary of the Closing Date;or

(c) Beginning at the end of the Initial Quarter, if Companychooses to tender Popmail Stock (as defined in Section 3) pursuant to Section 3,Company shall pay Holder quarterly installments of shares of Popmail Stockhaving a value (determined as set forth in Section 3) equal to at least 50% ofCompany's operating profit (as calculated in accordance with GAAP) from theprevious fiscal quarter, with the first installment due 30 days after the end ofthe Initial Quarter and all subsequent installments payable 30 days after theend of each quarter thereafter, provided that all amounts due and payable underthis 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 theNote shall automatically mature and become due and payable in 48 equal monthlyinstallments, with the first such installment due the date that is the four-yearanniversary of the Closing Date, with subsequent installments due thereafter onthe monthly anniversaries of the Closing Date.

Notwithstanding the foregoing, the entire unpaid principal sum of this Noteshall become immediately due and payable upon the insolvency of the Company, thecommission of any act of bankruptcy by the Company, the execution by the Companyof a general assignment for the benefit of creditors, the filing by or againstthe Company of a petition in bankruptcy or any petition for relief under thefederal bankruptcy act or the continuation of such petition without dismissalfor a period of ninety (90) days or more, or the appointment of a receiver ortrustee to take possession of the property or assets of the Company.  

2.	**Principal Amount Adjustment.  In the event aConsideration Adjustment occurs as provided in Section 2.6(a) of the AssetAgreement or partial forgiveness of the Principal Amount occurs as provided inSections 2.6(b) or 2.6(c) of the Asset Agreement, the Principal Amountshall be correspondingly reduced in an amount equal to such ConsiderationAdjustment or partial forgiveness, respectively.  Any such adjustment shallaffect only the Principal Amount, and all other terms and provisions of thisNote shall remain unchanged.
3.	**Payment; Prepayment.**  All payments shall be made ineither (i) lawful money of the United States of America or (ii) shares ofPopmail.com, Inc. common stock ("Popmail Stock"), in each caseat such place as the Holder hereof may from time to time designate in writing tothe Company.  Any shares of Popmail Stock tendered by Holder pursuant to thisSection 3 shall be valued at the average of the closing trade prices over theten 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) withoutpenalty. 

4.	**Transfer; Successors and Assigns.**  The terms andconditions of this Note shall inure to the benefit of and be binding upon therespective successors and assigns of the parties. ****Notwithstanding theforegoing, the Holder may not assign, pledge, or otherwise transfer this Notewithout the prior written consent of the Company, which consent shall not beunreasonably withheld.  Subject to the preceding sentence, this Note may betransferred only upon surrender of the original Note for registration oftransfer, duly endorsed, or accompanied by a duly executed written instrument oftransfer in form satisfactory to the Holder.  Thereupon, a new note for the samePrincipal Amount and interest will be issued to, and registered in the name of,the transferee.  Interest and Principal Amount are payable only to theregistered holder of this Note.

5.	**Governing Law.**  This Note and all acts and transactionspursuant hereto and the rights and obligations of the parties hereto shall begoverned, construed and interpreted in accordance with the laws of the State ofWashington, without giving effect to principles of conflicts of law.  

6.	**Notices.**  Any notice required or permitted by this Noteshall be in writing and shall be deemed sufficient upon delivery, when deliveredpersonally or by a nationally-recognized delivery service (such as FederalExpress 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 theparty to be notified at such party's address as set forth below or assubsequently modified by written notice.

7.	**Amendments and Waivers.**  Any term of this Note may beamended only with the written consent of the Company and the Holder.****Anyamendment or waiver effected in accordance with this Section 7 shall bebinding upon the Company, the Holder****and each transferee of the Note.

8. 	**Stockholders, Officers and Directors Not Liable.**  In noevent shall any stockholder, officer or director of the Company be liable forany amounts due or payable pursuant to this Note.

9.	**Grant of Security Interest.**  This Note is secured by asecurity interest in the Purchased Assets in accordance with a separate securityagreement (the "Security Agreement") of even date herewithbetween the Company and the Holder, the terms of which are incorporated hereinby reference.  In case of an Event of Default (as defined in the SecurityAgreement), the Holder shall have the rights set forth in the SecurityAgreement.

10.	**Notice Regarding Oral Commitments.**  Oral agreements ororal commitments to loan money extend credit, or to forbear from enforcingrepayment 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******