Exhibit 10.63



STOCK PURCHASE AGREEMENT



BETWEEN



TIM McQUAID



AND



PopMail.com, inc.



February 14, 2001







STOCK PURCHASE AGREEMENT

This Agreement entered into as of February 14, 2001, by and among
PopMail.com, inc., a Minnesota corporation ("Seller" and/or
"Shareholder"), and Tim McQuaid ("Buyer"). The Seller and
Buyer are referred to collectively herein as the "Parties," and
individually as a "Party."

The Seller owns all of the outstanding capital stock of Fan Asylum, Inc., a
California corporation (the "Target").

This Agreement contemplates a transaction in which the Buyer will purchase
from the Seller, and the Seller will sell to the Buyer, all of the outstanding
capital stock of the Target in return for cash and the other consideration set
forth herein.



1. Definitions.

"Adverse Consequences" means all actions, suits, proceedings,
hearings, investigations, charges, complaints, claims, demands, injunctions,
judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs,
reasonable amounts paid in settlement, liabilities, obligations, taxes, liens,
losses, expenses, and fees, including court costs and reasonable attorneys' fees
and expenses.

"Affiliate" has the meaning set forth in Rule 12b-2 of the regulations
promulgated under the Securities Exchange Act.

"Affiliated Group" means any affiliated group within the meaning of
Code  1504(a) or any similar group defined under a similar provision of state,
local or foreign law.

"Allocable Portion" means with respect to the share of any Seller in a
particular amount that fraction equal to the number of Target Shares the Seller
holds as set forth in  4(b) of the Disclosure Schedule over the total number of
outstanding Target Shares.

"Buyer" has the meaning set forth in the preface above.







"Cash" means cash and cash equivalents (including marketable
securities and short term investments) calculated in accordance with GAAP
applied on a basis consistent with the preparation of the Financial
Statements.

"Closing" has the meaning set forth in  2(f) below.

"Closing Date" has the meaning set forth in  2(f) below.

"COBRA" means the requirements of Part 6 of Subtitle B of Title I of
ERISA and Code  4980B.

"Code" means the Internal Revenue Code of 1986, as amended.

"Confidential Information" means any information concerning the
businesses and affairs of the Target that is not already generally available to
the public.

"Employee Benefit Plan" means any (a) nonqualified deferred
compensation or retirement plan or arrangement, (b) qualified defined
contribution retirement plan or arrangement which is an Employee Pension Benefit
Plan, (c) qualified defined benefit retirement plan or arrangement which is an
Employee Pension Benefit Plan (including any Multiemployer Plan), or (d)
Employee Welfare Benefit Plan or material fringe benefit or other retirement,
bonus, or incentive plan or program.

"Employee Pension Benefit Plan" has the meaning set forth in ERISA
 3(2).

"Employee Welfare Benefit Plan" has the meaning set forth in ERISA
 3(1).

"Environmental, Health, and Safety Requirements" shall mean all
federal, state, local and foreign statutes, regulations, and ordinances
concerning public health and safety, worker health and safety, and pollution or
protection of the environment, including without limitation all those relating
to the presence, use, production, generation, handling, transportation,
treatment, storage, disposal, distribution, labeling, testing, processing,
discharge, release, threatened release, control, or cleanup of any hazardous
materials, substances or wastes, as such requirements are enacted and in effect
on or prior to the Closing Date.

"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

"ERISA Affiliate" means each entity which is treated as a single
employer with Seller for purposes of Code  414.

"GAAP" means United States generally accepted accounting principles as
in effect from time to time.

"Income Tax" means any federal, state, local, or foreign income tax,
including any interest, penalty, or addition thereto, whether disputed or
not.

"Income Tax Return" means any return, declaration, report, claim for
refund, or information return or statement relating to Income Taxes, including
any schedule or attachment thereto.

"Knowledge" means actual knowledge without independent investigation.

"Multiemployer Plan" has the meaning set forth in ERISA  3(37).

"Ordinary Course of Business" means the ordinary course of business
consistent with part custom and practice (including with respect to quantity and
frequency).

"Party" has the meaning set forth in the preface above.

"PBGC" means the Pension Benefit Guaranty Corporation.

"Person" means an individual, a partnership, a corporation, an
association, a joint stock company, a trust, a joint venture, an unincorporated
organization, or a governmental entity (or any department, agency, or political
subdivision thereof).

"Purchase Price" has the meaning set forth in  2(b) below.

"Reportable Event" has the meaning set forth in ERISA  4043.

"Securities Act" means the Securities Act of 1933, as amended.

"Securities Exchange Act" means the Securities Exchange Act of 1934,
as amended.

"Security Interest" means any mortgage, pledge, lien, encumbrance,
charge, or other security interest, other than (a) mechanic's, materialmen's,
and similar liens, (b) liens for taxes not yet due and payable or for taxes that
the taxpayer is contesting in good faith through appropriate proceedings, (c)
purchase money liens and liens securing rental payments under capital lease
arrangements, and (d) other liens arising in the Ordinary Course of Business and
not incurred in connection with the borrowing of money.

"Seller" has the meaning set forth in the preface above.

"Subsidiary" means any corporation with respect to which a specified
Person (or a Subsidiary thereof) owns a majority of the common stock or has the
power to vote or direct the voting of sufficient securities to elect a majority
of the directors.

"Target" has the meaning set forth in the preface above.

"Target Share" means any share of the Common Stock of the Target.

"Third Party Claim" has the meaning set forth in  8(d) below.

2. Purchase and Sale of Target Shares.

(a) Basic Transaction. On and subject to the terms and conditions of
this Agreement, the Buyer agrees to purchase from the Seller, the Seller agrees
to sell to the Buyer, all of its Target Shares for the consideration specified
below in this  2.

(b) Purchase Price. The Buyer agrees to pay to the Seller at the
Closing the "Purchase Price" by delivery of (i) $100,000 in cash by wire
transfer or other delivery of immediately available funds (disbursement of which
is subject to post-closing covenants as described herein), (ii) the forfeiture
of all rights to receive additional PopMail stock, beyond the 87,673 shares
purchased on or about October 12, 2000 which are currently in escrow and to
which he is currently entitled and (iii) the release of all claims against
Seller, Seller's subsidiaries, past and present officers and directors of Seller
and Seller's subsidiaries, and agents, attorneys, consultants and employees of
Seller.  In addition, (A) McQuaid shall not be entitled to the 280,000 earn-out
shares or any shares which would otherwise be issued in connection with his
reset rights under the agreement by which PopMail.com, inc. bought the shares of
Fan Asylum and (B) PopMail.com, inc. shall have a 15% carried interest in
Target, such that if Target shall be sold before January 31, 2004, PopMail.com,
inc. shall receive 15% of the net sales proceeds arising from the sale of
Target.

(c)  Liabilities of Target.  Buyer takes the stock of Target subject
to all the liabilities of Target as they existed as of the Closing Date.

(d)	Releases.  On Closing, Buyer shall release
Seller of any and all claims it may have up through the date of Closing of this
Agreement.  Seller shall release Buyer, Buyer's subsidiaries, past and present
officers and directors of Buyer and Buyer's subsidiaries, and agents, attorneys,
consultants and employees of Buyer of any and all claims it may have against
Buyer up through the date of Closing of this Agreement, including any rights
under the Covenant not to Compete contained in the  June 14, 2000 Stock Purchase
Agreement and/or Employment Agreement and/or Non-Compete Agreement between Tim
McQuaid and Popmail.com and Fan Asylum, Inc. (together, the "2000 Stock
Purchase Agreement").



(e)  Popmail Shares.  The 87,673 shares of
PopMail.com, inc. referenced in 2(b) above shall be released from escrow to
Buyer upon the Closing, and shall be included in the next registration statement
which PopMail.com, inc. prepares and be `locked up' (no public sale allowed) for
90 days from the Closing Date.  Provided, however, that if said registration
statement is not accepted, PopMail.com, inc. agrees to include said share on
each subsequent registration statement which it files for any stock of the same
class.



(f) The Closing. The closing of the transactions
contemplated by this Agreement (the "Closing") shall take place at the
offices of McQuaid, Metzler, Bedford & Van Zandt, commencing at 5:00 p.m.
local time on or before February 15, 2001 or such other date as the Buyer and
Seller may mutually determine (the "Closing Date).



(g) Deliveries at the Closing. At the Closing, (i) the
Seller will deliver to the Buyer the various certificates, instruments, and
documents referred to in  7(a) below, (ii) the Buyer will deliver to the Seller
the various certificates, instruments, and documents referred to in  7(b) below,
(iii) the Seller will deliver to the Buyer stock certificates representing all
of his or its Target Shares, endorsed in blank or accompanied by duly executed
assignment documents, and will deliver all of Target's corporate and financial
records, and the releases of liens described in   3(a)(v) below, iv) the Buyer
will deliver to Seller the cash consideration specified in  2(b) above, and (v)
the Seller will deliver to the Buyer the shares of PopMail.com, inc. described
in  2(e) above.



3. Representations and Warranties Concerning the
Transaction.



(a) Representations and Warranties of the Seller.
Seller represents and warrants to the Buyer that the statements contained in
this  3(a) are correct and complete as of the date of this Agreement and will be
correct and complete as of the Closing Date (as though made then and as though
the Closing Date were substituted for the date of this Agreement throughout this
 3(a)) with respect to himself or itself, except as set forth herein.



(i) Organization of Seller. Seller is a corporation
duly organized, validly existing, and in good standing under the laws of the
jurisdiction of its incorporation.



(ii) Authorization of Transaction. The Seller has full
power and authority (including, if the Seller is a corporation, full corporate
power and authority) to execute and deliver this Agreement and to perform his or
its obligations hereunder. This Agreement constitutes the valid and legally
binding obligation of the Seller, enforceable in accordance with its terms and
conditions. The Seller need not give any notice to, make any filing with, or
obtain any authorization, consent, or approval of any government or governmental
agency in order to consummate the transactions contemplated by this
Agreement.



(iii) Noncontravention. Other than the liens
specifically identified in  3(a)(v) below, neither the execution and the
delivery of this Agreement, nor the consummation of the transactions
contemplated hereby, will (A) violate any constitution, statute, regulation,
rule, injunction, judgment, order, decree, ruling, charge, or other restriction
of any government, governmental agency, or court to which the Seller is subject
or, if the Seller is a corporation, any provision of its charter or bylaws or
(B) conflict with, result in a breach of, constitute a default under, result in
the acceleration of, create in any party the right to accelerate, terminate,
modify, or cancel, or require any notice under any agreement, contract, lease,
license, instrument, or other arrangement to which the Seller is a party or by
which it is bound or to which any of its assets is subject.



(iv) Brokers' Fees. The Seller has no liability or
obligation to pay any fees or commissions to any broker, finder, or agent with
respect to the transactions contemplated by this Agreement for which the Buyer
could become liable or obligated.



(v) Target Shares. The Seller holds of record and owns
beneficially 1,000 Target Shares, free and clear of any restrictions on transfer
(other than restrictions under the Securities Act and state securities laws),
taxes, Security Interests, options, warrants, purchase rights, contracts,
commitments, equities, claims, and demands.  The Seller is not a party to any
option, warrant, purchase right, or other contract or commitment that could
require the Seller to sell, transfer, or otherwise dispose of any capital stock
of the Target (other than this Agreement). The Seller is not a party to any
voting trust, proxy, or other agreement or understanding with respect to the
voting of any capital stock of the Target.  In addition to, and not by way of
limitation of the foregoing, Seller specifically warrants that it will deliver
the Target Shares free and clear of any liens held or purported to be held by
the Shaar Fund Ltd., SDK Investments, GSI Ventures, LLC, or Stephen King or any
Affiliate of any of them.



(b) Representations and Warranties of the Buyer. Buyer
represents and warrants to the Seller that the statements contained in this
 3(b) are correct and complete as of the date of this Agreement and will be
correct and complete as of the Closing Date (as though made then and as though
the Closing Date were substituted for the date of this Agreement throughout this
 3(b)), except as set forth herein.





(i) Authorization of Transaction. The Buyer has full
power and to execute and deliver this Agreement and to perform his obligations
hereunder. This Agreement constitutes the valid and legally binding obligation
of the Buyer, enforceable in accordance with its terms and conditions. The Buyer
need not give any notice to, make any filing with, or obtain any authorization,
consent, or approval of any government or governmental agency in order to
consummate the transactions contemplated by this Agreement.



(ii) Noncontravention, Neither the execution and the
delivery of this Agreement, nor the consummation of the transactions
contemplated hereby, will (A) violate any constitution, statute, regulation,
rule, injunction, judgment, order, decree, ruling, charge, or other restriction
of any government, governmental agency, or court to which the Buyer is subject
or any provision of its charter or bylaws or (B) conflict with, result in a
breach of, constitute a default under, result in the acceleration of, create in
any party the right to accelerate, terminate, modify, or cancel, or require any
notice under any agreement, contract, lease, license, instrument, or other
arrangement to which the Buyer is a party or by which it is bound or to which
any of its assets is subject.



(iii) Brokers' Fees. Buyer has no liability or
obligation to pay any fees or commissions to any broker, finder, or agent with
respect to the transactions contemplated by this Agreement for which any Seller
could become liable or obligated.



(iv) Investment. The Buyer is not acquiring the Target
Shares with a view to or for sale in connection with any distribution thereof
within the meaning of the Securities Act.



4. Representations and Warranties Concerning the
Target. Subject to the representations and warranties given by the Selling
Shareholders in Article IV of the 2000 Stock Purchase Agreement being correct in
all material respects, Seller makes the following Representations and
Warranties:



(a) Organization, Qualification, and Corporate Power.
Target is a corporation duly organized, validly existing, and in good standing
under the laws of the jurisdiction of its incorporation.



(b) Capitalization. The entire authorized capital
stock of the Target consists of ten million (10,000,000) Target Shares, of which
one thousand (1,000) Target Shares are issued and outstanding. All of the issued
and outstanding Target Shares have been duly authorized, are validly issued,
fully paid, and nonassessable, and are held of record by. There are no
outstanding or authorized options, warrants, purchase rights, subscription
rights, conversion rights, exchange rights, or other contracts or commitments
that could require the Target to issue, sell, or otherwise cause to become
outstanding any of its capital stock. There are no outstanding or authorized
stock appreciation, phantom stock, profit participation, or similar rights with
respect to the Target.



(c) Title to Tangible Assets. The Target has good and
marketable title to, or a valid leasehold interest in, the material tangible
assets it uses regularly in the conduct of its business.



(d) Tax Matters.  Seller will be responsible for all
state and federal Income Tax Returns that Target is or was required to file
while the Seller owned Target through the Closing Date, and has or will pay all
Income Taxes owing, except where the failure to file Income Tax Returns or to
pay Income Taxes would not have a material adverse effect on the financial
condition of the Target taken as a whole.  Seller covenants that it will not
report in any Income Tax Return or related filing any allocation to Target of
items of income or expenses that is not reflected on the books as maintained by
Target for the time that Seller has been the owner of Target's shares, except to
the extent that such allocation is required by the Code or regulations
thereunder.



(e) Real Property.  Target owns no real estate, and
leases its current office property from Buyer.



(f) Intellectual Property.  Seller has not transferred
any of the intellectual property held by Target when it was acquired by Seller
to any party.  Any Intellectual Property held by Seller as of the date of
acquisition of Target by Seller, unless it has expired, lapsed or otherwise been
terminated through no fault of Seller, remains the property of Target.

(g) Contracts. Seller has not caused Target to enter
into any contract not signed by Tim McQuaid.



(h) Litigation. To the Knowledge of Seller, other than
the case of Law and Cerreta v. McQuaid and Fan Asylum, Inc. (Civ. Case No.
314245, San Francisco Superior Court) there is no instance in which the Target
(i) is subject to any outstanding injunction, judgment, order, decree, ruling,
or charge or (ii) is a party to any action, suit, proceeding, hearing, or
investigation of, in, or before any court or quasi-judicial or administrative
agency of any federal, state, local, or foreign jurisdiction, except where the
injunction, judgment, order, decree, ruling, action, suit, proceeding, hearing,
or investigation would not have a material adverse effect on the financial
condition of the Target taken as a whole.



(i) Disclaimer of other Representations and
Warranties. Except as expressly set forth in Sections 2(e), 3 and this
Section 4, the Seller make no representation or warranty, express or implied, at
law or in equity, in respect of the Target, its Subsidiaries, or any of their
respective assets, liabilities or operations, including, without limitation,
with respect to merchantability or fitness for any particular purpose, and any
such other representations or warranties are hereby expressly disclaimed. Buyer
hereby acknowledges and agrees that, except to the extent specifically set forth
in Section 3 and this Section 4, the Buyer is purchasing the Target shares on an
"as-is, where-is" basis.



5. Pre-Closing Covenants. The Parties agree as follows
with respect to the period between the execution of this Agreement and the
Closing.



(a) General. Each of the Parties will use his or its
reasonable best efforts to take all action and to do all things necessary in
order to consummate and make effective the transactions contemplated by this
Agreement (including satisfaction, but not waiver, of the closing conditions set
forth in  7 below).



(b) Exclusivity. Seller will not (and the Seller will
not cause or permit Target to) solicit, initiate, or encourage the submission of
any proposal or offer from any Person relating to the acquisition of all or
substantially all of the capital stock or assets of Target (including any
acquisition structured as a merger, consolidation, or share exchange);
provided, however, that the Seller, the Target, and their directors and
officers will remain free to participate in any discussions or negotiations
regarding, furnish any information with respect to, assist or participate in, or
facilitate in any other manner any effort or attempt by any Person to do or seek
any of the foregoing to the extent their fiduciary duties may require.



6. Post-Closing Covenants. The Parties agree as
follows with respect to the period following the Closing.



(a) General. In case at any time after the Closing any
further action is necessary to carry out the purposes of this Agreement, each of
the Parties will take such further action (including the execution and delivery
of such further instruments and documents) as any other Party reasonably may
request, all at the sole cost and expense of the requesting Party (unless the
requesting Party is entitled to indemnification therefor under  8 below).



(b) Litigation Support. In the event and for so long
as any Party actively is contesting or defending against any action, suit,
proceeding, hearing, investigation, charge, complaint, claim, or demand in
connection with (i) any transaction contemplated under this Agreement or (ii)
any fact, situation, circumstance, status, condition, activity, practice, plan,
occurrence, event, incident, action, failure to act, or transaction on or prior
to the Closing Date involving Target, each of the other Parties shall cooperate
with him or it and his or its counsel in the defense or contest, make available
their personnel, and provide such testimony and access to their books and
records as shall be necessary in connection with the defense or contest, all at
the sole cost and expense of the contesting or defending Party (unless the
contesting or defending Party is entitled to indemnification therefor under  8
below).



(c) Funding.  (i) Any capital (or funding of any kind)
advanced to Target by Seller on or after January 31, 2001 and through the date
of Close shall be reimbursed to Seller at Closing. (ii) Buyer commits to
providing a minimum of $200,000 in funding to Target within 90 days of
Closing.



(d) Disbursements from Escrows. So long as all other
conditions of this Agreement are satisfied, Buyer and Seller covenant to execute
escrow instructions at Closing which pertain to the escrow held by the law firm
of Maslon Edelman Borman & Brand, LLP (the "Escrow Agent")
instructing the Escrow Agent to disburse $50,000 of $100,000 in its possession
to Seller and to hold the remaining $50,000 in accordance with this Section
6(d). Buyer shall thereafter cause Target to endeavor to secure a suitable fan
club contract with Aerosmith. Seller shall file a registration statement which
includes Buyer's 87,673 shares of PopMail.com, inc. described in sections 2(b)
and 2(e) above. If and only if a contract with Aerosmith is secured, and said
registration statement is filed, both to be consummated no later than 60 days
following the Closing, then Buyer and Seller covenant to execute further escrow
instructions  to the Escrow Agent instructing it to disburse the remaining
$50,000 of $100,000 in its possession to Seller. If either condition is not
satisfied within 60 days following the Closing, then the Escrow Agent shall
return the remaining $50,000 in funds in its possession to Buyer, and Buyer
shall have no further obligation

to Seller.

7. Conditions to Obligation to Close.



(a) Conditions to Obligation of the Buyer. The
obligation of the Buyer to consummate the transactions to be performed by it in
connection with the Closing is subject to satisfaction of the following
conditions:



(i) the representations and warranties set forth in  3(a) and
 4 above shall be true and correct in all material respects at and as of the
Closing Date;



(ii) the Seller shall have performed and complied with all of
its covenants hereunder in all material respects through the Closing;



(iii) there shall not be any injunction, judgment, order,
decree, ruling, or charge in effect preventing consummation of any of the
transactions contemplated by this Agreement;



(iv) the Seller shall have delivered to the Buyer a
certificate to the effect that each of the conditions specified above in
 7(a)(i)-(iii) is satisfied in all respects;



(v) all actions to be taken by the Seller in connection with
consummation of the transactions contemplated hereby and all certificates,
opinions, instruments, and other documents required to effect the transactions
contemplated hereby will be satisfactory in form and substance to the Buyer.



The Buyer may waive any condition specified in this  7(a) if
it executes a writing so stating at or prior to the Closing.



(b) Conditions to Obligation of the Seller. The
obligation of the Seller to consummate the transactions to be performed by them
in connection with the Closing is subject to satisfaction of the following
conditions:



(i) the representations and warranties set forth in  3(b)
above shall be true and correct in all material respects at and as of the
Closing Date;



(ii) the Buyer shall have performed and complied with all of
its covenants hereunder in all material respects through the Closing;



(iii) there shall not be any injunction, judgment, order,
decree, ruling, or charge in effect preventing consummation of any of the
transactions contemplated by this Agreement;



(iv) the Buyer shall have delivered to the Seller a
certificate to the effect that each of the conditions specified above in
 7(b)(i)-(iii) is satisfied in all respects;



(v) Seller's Board of Directors shall have approved and
Seller's secured lenders shall have approved and released all liens on Target
Stock and Target assets;



(vi) all actions to be taken by the Buyer in connection with
consummation of the transactions contemplated hereby and all certificates,
opinions, instruments, and other documents required to effect the transactions
contemplated hereby will be [reasonably] satisfactory in form and substance to
the Requisite Seller.



Seller may waive any condition specified in this  7(b) if it
executes a writing so stating at or prior to the Closing.

8. Survival of Representations and Warranties.



Other than as set forth in  4(d) and in  4(f) above, none of
the representations and warranties of the Seller contained in  4 above shall
survive the Closing hereunder. All of the representations and warranties of the
Parties contained in  3 above shall survive the Closing (unless the damaged
Party knew or had reason to know of any misrepresentation or breach of warranty
at the time of Closing) and continue in full force and effect forever thereafter
(subject to any applicable statutes of limitations).



9. Termination.



(a) Termination of Agreement. Certain of the Parties
may terminate this Agreement as provided below:



(i) Buyer and Seller may terminate this Agreement by mutual
written consent at any time prior to the Closing;



(ii) the Buyer may terminate this Agreement by giving written
notice to Seller at any time prior to the Closing in the event (A) Seller has
given the Buyer any notice pursuant to this Agreement above and (B) the
development that is the subject of the notice has had a material adverse effect
upon the financial condition of the Target taken as a whole;



(iii) the Buyer may terminate this Agreement by giving
written notice to Seller at any time prior to the Closing (A) in the event
Seller has breached any material representation, warranty, or covenant contained
in this Agreement (other than the representations and warranties in  4 above) in
any material respect, the Buyer has notified Seller of the breach, and the
breach has continued without cure for a period of 15 days after the notice of
breach or (B) if the Closing shall not have occurred on or before February 15,
2001, (unless the failure results primarily from the Buyer itself breaching any
representation, warranty, or covenant contained in this Agreement); and



(iv) Seller may terminate this Agreement by giving written
notice to the Buyer at any time prior to the Closing (A) in the event the Buyer
has breached any material representation, warranty, or covenant contained in
this Agreement in any material respect, any of the Seller has notified the Buyer
of the breach, and the breach has continued without cure for a period of 15 days
after the notice of breach or (B) if the Closing shall not have occurred on or
before February 15, 2001, (unless the failure results primarily from Seller
breaching any representation, warranty, or covenant contained in this
Agreement).



(b) Effect of Termination. If any Party terminates
this Agreement pursuant to  9(a) above, all rights and obligations of the
Parties hereunder shall terminate without any liability of any Party to any
other Party (except for any liability of any Party then in breach); provided,
however, that the confidentiality provisions contained herein shall survive
termination.



10. Miscellaneous.



(a) Press Releases and Public Announcements. No Party
shall issue any press release or make any public announcement relating to the
subject matter of this Agreement without the prior written approval of the Buyer
and Seller; provided, however, that any Party may make any public
disclosure it believes in good faith is required by applicable law or any
listing or trading agreement concerning its publicly-traded securities (in which
case the disclosing Party will use its best efforts to advise the other Parties
prior to making the disclosure).



(b) No Third-Party Beneficiaries. This Agreement shall
not confer any rights or remedies upon any Person other than the Parties and
their respective successors and permitted assigns.



(c) Entire Agreement. This Agreement (including the
documents referred to herein) constitutes the entire agreement among the Parties
and supersedes any prior understandings, agreements, or representations by or
among the Parties, written or oral, to the extent they have related in any way
to the subject matter hereof.



(d) Succession and Assignment. This Agreement shall be
binding upon and inure to the benefit of the Parties named herein and their
respective successors and permitted assigns. No Party may assign either this
Agreement or any of his or its rights, interests, or obligations hereunder
without the prior written approval of the Buyer and Seller; provided,
however, that the Buyer may (i) assign any or all of its rights and
interests hereunder to one or more of its Affiliates and (ii) designate one or
more of its Affiliates to perform its obligations hereunder (in any or all of
which cases the Buyer nonetheless shall remain responsible for the performance
of all of its obligations hereunder).



(e) Counterparts. This Agreement may be executed in
one or more counterparts, each of which shall be deemed an original but all of
which together will constitute one and the same instrument.



(f) Headings. The section headings contained in this
Agreement are inserted for convenience only and shall not affect in any way the
meaning or interpretation of this Agreement.



(g) Notices. All notices, requests, demands, claims,
and other communications hereunder will be in writing. Any notice, request,
demand, claim, or other communication hereunder shall be deemed duly given if
(and then two business days after) it is sent by registered or certified mail,
return receipt requested, postage prepaid, and addressed to the intended
recipient as set forth below:



If to the Seller:		Copy to:



PopMail.com, inc.		Maslon, Edelman, Borman &
Brand

Attn:  Stephen Spohn	Attn:  William Mower

1333 Corporate Drive	3300 Norwest Center

Suite 350				Minneapolis, Minnesota 55402

Irving, Texas 75038





If to the Buyer:

Fan Asylum, Inc.

Attn: Tim McQuaid

1250 Folsom Street

San Francisco, CA 94103



Copy to:

McQuaid, Metzler, Bedford & Van Zandt, LLP

Attn: J. Dennis McQuaid, Esq.

221 Main Street, 16th Floor

San Francisco, CA 94105



Any Party may send any notice, request, demand, claim, or
other communication hereunder to the intended recipient at the address set forth
above using any other means (including personal delivery, expedited courier,
messenger service, telecopy, telex, ordinary mail, or electronic mail), but no
such notice, request, demand, claim, or other communication shall be deemed to
have been duly given unless and until it actually is received by the intended
recipient. Any Party may change the address to which notices, requests, demands,
claims, and other communications hereunder are to be delivered by giving the
other Parties notice in the manner herein set forth.



(h) Governing Law. This Agreement shall be governed by and
construed in accordance with the domestic laws of the State of California
without giving effect to any choice or conflict of law provision or rule
(whether of the State of California or any other jurisdiction) that would cause
the application of the laws of any jurisdiction other than the State of
California.



(i) Amendments and Waivers. No amendment of any
provision of this Agreement shall be valid unless the same shall be in writing
and signed by the Buyer and Seller. No waiver by any Party of any default,
misrepresentation, or breach of warranty or covenant hereunder, whether
intentional or not, shall be deemed to extend to any prior or subsequent
default, misrepresentation, or breach of warranty or covenant hereunder or
affect in any way any rights arising by virtue of any prior or subsequent such
occurrence.



(j) Severability. Any term or provision of this
Agreement that is invalid or unenforceable in any situation in any jurisdiction
shall not affect the validity or enforceability of the remaining terms and
provisions hereof or the validity or enforceability of the offending term or
provision in any other situation or in any other jurisdiction.



(k) Expenses. Each of the Buyer, the Target, and the
Seller will bear its own costs and expenses (including legal fees and expenses)
incurred in connection with this Agreement and the transactions contemplated
hereby.



(l) Construction. The Parties have participated
jointly in the negotiation and drafting of this Agreement. In the event an
ambiguity or question of intent or interpretation arises, this Agreement shall
be construed as if drafted jointly by the Parties and no presumption or burden
of proof shall arise favoring or disfavoring any Party by virtue of the
authorship of any of the provisions of this Agreement.  Any reference to any
federal, state, local, or foreign statute or law shall be deemed also to refer
to all rules and regulations promulgated thereunder, unless the context requires
otherwise. The word "including" shall mean including without limitation.



(m) Incorporation of Exhibits, Annexes, and Schedules.
The Exhibits, Annexes, and Schedules identified in this Agreement are
incorporated herein by reference and made a part hereof.



IN WITNESS WHEREOF, the Parties hereto have executed this
Agreement as of the date first above written.





PopMail.com, inc. 		PopMail.com, inc.

Stephen J. Spohn, Secretary		Stephen J. Spohn, C.F.O.







By: ________________________		By: _______________________







TIM McQUAID







By: __________________________

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